2011 Annual Report
2011 Annual Report
2011 Annual Report
AS AT 31 DECEMBER 2011
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
CHAIRMAN’S STATEMENT
Dear Shareholder:
It is with pleasure that I can report to the shareholders of Amur Minerals Corporation on the Company’s
progress during 2011. Exploration at the Company’s Kun-Manie project in Far East Russia has indicated
that there is substantial potential to increase resources at known deposits and in previously unexplored
areas. Despite the difficult financial markets, the Company has continued to strengthen its cash position
through fund raising and the continual monitoring of costs.
2011 Highlights
Cash and cash equivalents have increased from US$3.1 million to US$4.4 million
In May 2011 the Lanstead Capital LLP’s (Lanstead) July 2010 and October 2010 placings were
fully settled on an agreed accelerated basis with total proceeds of US$3.2 million
The Company completed an additional fund raising in March 2011 with Lanstead for US$4 million
(£2.5 million) of which proceeds of US$1.2 million were received by 31 December 2011
VAT refunds totalling RUR36 million (US$1.2 million) were received throughout the year
Acquisition of diamond core drilling rig for use in the 2012 drilling programme
Financial Overview
The Company remained debt free through 2011 and was able to increase its cash reserves from US$3.1
million to US$4.4 million during the year.
The first source of additional funds came through the acceleration and closure of the Lanstead Capital
LLP (Lanstead) financing that was originally entered into in July 2010 and October of 2010. At the
beginning of 2011 there were 18 unexercised monthly settlements of the original 24, which Lanstead in
agreement with the Company undertook to exercise on an accelerated basis with the final settlement
made in May 2011. Because the Company’s share price was higher than that defined in the financing, the
Company was able to realise proceeds more than double the amount that was originally anticipated from
US$1.4 million to US$3.4 million.
Secondly, the Company entered in another placing and equity swap price mechanism with Lanstead in
March 2011 for US$4.044 million (£2.5 million) by placing 25 million new shares. During the year the
Company received seven of the 24 settlements with total proceeds thus far being US$1.2 million.
During the year refunds of Russian Value Added Tax (VAT) to our ZAO Kun-Maine subsidiary added
RUR36 million (approximately US$1.2 million), which brings up to date and to a close all outstanding
historical VAT claims.
Exploration Overview
The 2011 exploration programme included an extensive soil geochemical, rock chip sampling,
geophysical surveys, trenching activities and geological reconnaissance covering the Kurumkon Trend
area within the Company’s exploration licence area. The focus was on the 15 kilometre by 2.5 kilometre
Kurumkon Trend, which is the area that the Company has applied for a mining licence. The Kurumkon
Trend is geographically divided into three zones – West, Central and East. Each zone containing a nickel-
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
CHAIRMAN’S STATEMENT
copper deposit explored by diamond drill core drilling. The three deposits are identified as Maly Kurumkon
(West), Vodorazdelny (Central) and Ikenskoe (East). Resources and reserves are drilled to Joint Ore
Reserve Committee (JORC) standard and independently estimated by SRK Consulting. The objective of
the 2011 programme was to define extensions immediately adjacent to these deposits and to identify the
potential that the three deposits could be much larger in scale. The second area, known as Yan Hegd, is
a 20 square kilometres zone located approximately 10 kilometres northeast of the Kurumkon Trend. Soil
geochemical sampling has defined a large nickel copper anomaly in the area.
West Zone
This West Zone contains the Maly Kurumkon deposit which has a length of approximately 1,000 metres
and contains the following JORC drilled resource and reserve estimate:
Tonnage Ni Ni Cu Cu
(Mt) (%) (t) (%) (t)
Indicated 15.0 0.49 73,700 0.13 19,900
Inferred 11.2 0.56 62,800 0.16 17,800
Total 26.2 0.52 136,500 0.14 37,700
2011 exploration results indicate that mineralisation could continue for another 1,250 metres to the
southeast towards the Gorni target that was identified in 2008. Drilling along the eastern flank of Maly
Kurumkon is planned for 2012 to further add to the resources and reserves of the Maly Kurumkon
deposit.
Additional trenching work was carried out on the Gorni target, located approximately four kilometres to the
east of Maly Kurumkon deposit. Trenching indicates that the nickel and copper host structure continues to
the west toward Maly Kurumkon. Additional soil geochem results located between Maly Kurumkon and
Gorni suggest that this could be a single larger target having a length approaching 4 to 5 kilometres.
Also located within the West Zone is the Chroney Ispelene target. Soil and rock chip sampling results at
the Chorney Ispelene target, define an anomaly up to six kilometres in length. Further sampling, trenching
and drilling will be undertaken in 2012 will be undertaken to determine the geological structure of the
target.
Central Zone
This Central Zone contains the Vodorazdelny deposit consisting of the JORC drilled resource and
reserve:
Tonnage Ni Ni Cu Cu
(Mt) (%) (t) (%) (t)
Indicated 5.9 0.71 41,800 0.20 11,800
Soil geochemical work was carried out in an area immediately adjacent to the east of Vodorazdelny in
which prior years wildcat drilling had intersected mineralisation along a 500 to 1,000 metre target referred
to as Falcon.
East Zone
The East zone contains the Ikenskoe deposit with the JORC drilled resource and reserve:
Tonnage Ni Ni Cu Cu
(Mt) (%) (t) (%) (t)
Measured 3.7 0.61 22,700 0.16 5,800
Indicated 26.8 0.42 111,300 0.12 32,700
Sub-total 30.5 0.44 134,000 0.13 38,500
Inferred 5.9 0.49 28,700 0.13 7,500
Total 36.4 0.45 162,700 0.13 46,000
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
CHAIRMAN’S STATEMENT
Geochemical and geophysical results confirm the presence of anomalous nickel and copper grades
immediately to the south and east of Ikenskoe. Drilling is planned for the later part of the 2012 field
season with the aim to increase the resources and reserves of the Ikenskoe deposit.
Kubuk is also located within the Eastern Zone. It is approximately 4 kilometres to the east of Ikenskoe.
Trenching and geochemcial sampling in 2011 identified an intense nickel and copper anomalies at Kubuk.
These anomalies are up to 1,000 metres in length. Geological mapping, rock chip and soil geochemical
sampling did not cover the full length of the anomaly in both the east and west directions. Additional soil
sampling work is to be undertaken in 2012 between the Ikenskoe and Kubuk areas. Geological
reconnaissance indicates that the intervening area between the Kubuk and Ikenskoe areas could host
additional deposits. A gridded drilling programme will be conducted in 2012 at Kubuk on a spacing that
will enable the calculation of resource and reserves.
Tonnage Ni Ni Cu Cu
(Mt) (%) (t) (%) (t)
Measured 3.7 0.61 22,700 0.16 5,800
Indicated 47.7 0.48 226,800 0.13 64,400
Inferred 17.1 0.54 91,500 0.15 25,300
Total 68.5 0.50 341,000 0.14 95,500
Yan Hegd
The 2011 geochemical sampling programme has defined a large anomaly covering an area which is
approximately 3.5 to 4.0 square kilometres. Further trenching and some drilling will be carried out in 2012
to further define the type and source of the mineralisation in the area.
In the last quarter of 2011 SGS commenced metallurgical test work as recommended by SRK in their
2007 pre-feasibility report. Three studies where undertaken to assess the metallurgical character and
metallurgical response of the ore at various grade ranges throughout the drilled reserve areas.
Mineralogical analyses of the ores were also conducted. Results of the test work became available as a
post year end event and it was confirmed that the metallurgical recoveries of all metals could be
increased over that utilised by SRK in the pre feasibility study. The work also confirmed that the process
plant design documented within the pre feasibility study was suitable for the recovery of metal at Kun-
Manie.
In the last quarter of 2011, the Company purchased a new LF-70 Boart Longyear diamond core drilling rig
for the 2012 field season which will substantially reduce drilling costs per metre with an expected payback
of 7,500 metres. The rig has an expected operational life of five to seven years.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
CHAIRMAN’S STATEMENT
Licenses
The current exploration license for Kun-Maine expires on the 31 December 2012 and an application for
the license extension has been submitted in May 2012, being six months prior to the expiry date as
prescribed by the license terms. The application is submitted to Rosnedra, the Russian Mining Agency
responsible for the approval of the extension. Previously, the Company has requested extensions of the
exploration licence which have been successfully granted.
Application for the mining license has been reviewed by the Ministry of Defence (MOD), Anti-Monopoly
Board (FAS), and State Security (FSB) with each of these agencies reporting to Rosnedra their
acceptance of the application. The Ministry of Economic Development (MED) is the final agency to report
to Rosnedra, which is in the process of developing pricing data to set the value of the concentrate based
on available metallurgical test work. No delivery date for the final report has been provided by MED. The
management of the Company maintain regular contact with both MED and Rosnedra.
In March 2011 the Kustak license was returned to the Russian authorities to allow the Company to focus
its attention and funds on the primary asset of Kun-Maine and its extensive potential for increase in
resources.
Outlook
The Company is now entering an exciting period in which we are optimistic that the 2012 drilling
programme will show significant increase in resource and reserves within the Maly Kurumkon Trend
immediately adjacent drilled deposits and along the trend between the drilled deposits. Also the
metallurgical test work results from SGS have shown a significant potential for increase in metal recovery.
We also look forward to receiving approval for the mining license. Lastly, I would like to thank all the staff
for their dedication and hard work throughout this and the coming year.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2011
The Directors present their annual report and the audited financial statements for the year ended 31
December 2011.
DIRECTORS
The number of Directors as at 31 December 2011 was 3 (2010: 3). Details of Directors remuneration and
other interests are detailed in note 19.
LISTING
The Company’s ordinary shares have been traded on London’s Alternative Investment Market (AIM)
since 15 March 2006. RBC Capital Markets is the Company’s Nominated Adviser and Joint Broker. The
share price at 31 December 2011 was 9.75p.
GOING CONCERN
In the absence of production revenues, the Group is currently dependent upon its existing financial
resources which comprises cash and derivative financial asset (note 8), and its ability to raise additional
finance through share placings to satisfy its obligations and fully finance its exploration and evaluation
programme for Kun-Manie. Failure to meet these exploration and evaluation commitments could put the
related licence interest at risk of forfeiture.
The Directors have reviewed future cash forecasts, with particular reference to the minimum expenditure
requirements on licences and the intended work programme for the next 12 months, and have reasonable
expectation that the Group will have adequate resources to meet its commitments. Accordingly the
financial statements have been prepared on a going concern basis.
The key financial risks affecting the Group are set out in note 24 to the financial statements. The key
operating risks affecting the Group are set out below.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2011
Environmental issues
The Group’s operations are subject to environmental regulation, including environmental impact
assessments and permitting. Russian environmental legislation comprises numerous federal and regional
regulations which are not fully harmonised and may not be consistently interpreted.
Taxation
Russian tax legislation has been subject to frequent change and some of the laws relating to taxes to
which the Group is subject are relatively new. The government’s implementation of such legislation, and
the courts’ interpretation thereof, has been often unclear or nonexistent, with few precedents established.
Differing opinions regarding legal interpretation may exist both among and within government ministries
and organisations and various local inspectorates. The introduction of new tax provisions may affect the
Group’s overall tax efficiency and may result in significant additional tax liability.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2011
Credit facilities are rarely available for pre-production companies in Russia on terms the Directors would
consider acceptable. ZAO Kun-Manie is frequently obliged to pre-pay or make advance and stage
payments for services supplied. Therefore, it is not appropriate to ascertain the average days of credit.
AUDITORS
All of the current directors have taken all the steps that they ought to have taken to make themselves
aware of any information needed by the Company's auditors for the purposes of their audit and to
establish that the auditors are aware of that information. The directors are not aware of any relevant audit
information of which the auditors are unaware.
BDO LLP have expressed their willingness to continue in office and a resolution to re-appoint them will be
proposed at the annual general meeting.
DONATIONS
The Company has not made any charitable or political donations during the year (2010: nil).
Approved by the Board of Directors and signed on behalf of the Board on 22 June 2012.
Robert W. Schafer
Chairman
22 June 2012
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2011
The Directors are responsible for preparing the Directors' report and the financial statements for the
Group. The Directors have prepared the financial statements for each financial year which give a true
and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year.
The Directors have chosen to use the International Financial Reporting Standards as adopted by the
European Union (IFRS) in preparing the Group‘s financial statements.
The Directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the group, for safeguarding the assets, for taking reasonable
steps for the prevention and detection of fraud and other irregularities and for the preparation of financial
statements.
International Accounting Standards requires that financial statements present fairly for each financial year
the company’s financial position, financial performance and cash flows. This requires the faithful
representation of the effects of transactions, other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities, income and expenses set out in the International
Accounting Standards Board’s ‘Framework for the preparation and presentation of financial statements’.
In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable
International Financial Reporting Standards. The directors are also required to prepare financial
statements in accordance with the rules of the London Stock Exchange for companies trading securities
on the Alternative Investment Market.
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
make judgements and accounting estimates that are reasonable and prudent;
provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the
entity’s financial position and financial performance; and
state that the group has complied with IFRS as adopted by the European Union, subject to any
material departures disclosed and explained in the financial statements.
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 ensuring the annual report and the financial statements are made
available on a website, in addition to being mailed to shareholders, financial statements are published on
the company's website in accordance with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the company's website is the responsibility of the directors. The directors'
responsibility also extends to the ongoing integrity of the financial statements contained therein.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
REPORT OF THE INDEPENDENT AUDITORS
We have audited the consolidated financial statements of Amur Minerals Corporation for the year ended
31 December 2011 which comprise consolidated statement of financial position, consolidated statement
of comprehensive income, consolidated statement of cash flows and the related notes. The financial
reporting framework that has been applied in their preparation is International Financial Reporting
Standards as adopted by the European Union (IFRS).
This report is made solely to the Company’s members, as a body in accordance with our engagement
letter dated 23 January 2012.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 auditor’s 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.
present fairly, in all material respects the state of the Group’s affairs as at 31 December 2011 and its
loss for the year then ended;
have been properly prepared in accordance with IFRS as adopted by the European Union; and
BDO LLP
Chartered Accountants
55 Baker Street
United Kingdom
BDO LLP is a limited liability partnership registered in England and Wales (with registered number
OC305127).
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
NON-CURRENT ASSETS
Capitalised exploration costs 5 13,503 13,685
Property, plant and equipment 5 400 466
VAT Receivable 9 - 299
CURRENT ASSETS
Cash and cash equivalents 4,436 3,066
Inventories 7 165 167
Derivative financial asset 8 2,001 3,806
VAT receivable 9 73 24
Other receivables 10 711 152
CURRENT LIABILITIES
Trade and other payables 6 102 109
The financial statements were approved and authorised for issue by the Board of Directors on 22 June
2012 and were signed on its behalf by:
The accompanying notes on pages 14 to 35 form an integral part of these financial statements.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Finance income 16 20 24
Finance expense 17 (231) (5)
Fair value (loss)/gain on derivative 8
(1,505) 2,602
financial assets
Loss on disposal of investment held 11 - (328)
Taxation 12 - -
The accompanying notes on pages 14 to 35 form an integral part of these financial statements.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Cash and cash equivalents at the end of the year 4,436 3,066
The accompanying notes on pages 13 to 35 form an integral part of these financial statements.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Foreign
Share Share Currency
Share premium Retained Options Translation
capital account deficit Reserve Reserve Total
The accompanying notes on pages 14 to 35 form an integral part of these financial statements.
13
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
1. GENERAL
Amur Minerals Corporation (“Company”) is incorporated under the British Virgin Islands Business
Companies Act 2004. The Company and its subsidiaries (“Group”) locates, evaluates, acquires, explores
and develops mineral properties and projects in the Russian Far East.
The Company’s registered office is located at Kingston Chambers, P.O. Box 173, Road Town, Tortola,
British Virgin Islands. The average number of employees for the Group for the period to 31 December
2011 was 31 (2010: 16 employees).
The Company is the 100% owner of a Cypriot company called Irosta Trading Limited (“Irosta”). Irosta
holds 100% of the shares in ZAO Kun-Manie (“Kun-Manie”), which holds the Group’s mineral licences.
The Group includes the following companies as at 31 December 2011 and 31 December 2010:
The Group’s principal asset is the Kun-Manie licence, which was originally issued in 2004 to explore for
nickel, copper and associated elements initially until 31 December 2008. Amurnedra, the local licensing
authority, extended the exploration licence term for two years until 31 December 2010, and granted a
further extension of the exploration licence for two years until 31 December 2012. In May 2012 the Group
lodged an application for the extension of the licence and currently waiting for the response. The State
Committee of Reserves has approved Russian classification C1 + C2 reserves of 203,900 tons of nickel
at Kun-Manie in December 2008. Subsequently, the Group received a certificate of discovery conveying
the right to apply for a 20 year mining licence at Kun-Manie. ZAO Kun-Manie has applied for the licence
and a decision from the authorities is pending.
The Group has another mineral licence, namely Kustak, which is adjacent to the Kun-Manie licence. The
Kustak licence was acquired at auction in February 2007 and is valid for 25 years. It is a combined
exploration and production licence. As part of a cost reduction measure the Company has decided to
focus its attention on the Kun-Manie licence and returned the Kustak licence to the Russian authorities in
March 2011.
2. BASIS OF PRESENTATION
a) Statement of compliance
The financial statements have been presented in thousands of United States Dollars and prepared in
accordance with International Financial Reporting Standards as adopted by the European Union (IFRS)
that are effective for accounting periods beginning on or after 1 January 2011. The principal accounting
policies adopted in the preparation of the financial statements are set out in note 3 to these financial
statements. The policies have been consistently applied to all the years presented, unless otherwise
stated.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
b) Going concern
These consolidated annual financial statements are prepared on a going concern basis.
The Group operates as a natural resources exploration and development company. To date, the Group
has not earned significant revenues and is considered to be in the exploration and development stage.
The Directors anticipate that a mining licence will eventually be granted for the Kun-Manie deposit, but
cannot estimate a date for commercial production to commence. The Group is currently dependent upon
its existing financial resources which comprise cash and derivative financial asset, and its ability to raise
additional finance through share placings to satisfy its obligations and fully finance its exploration and
evaluation programme for Kun-Manie. Failure to meet these exploration and evaluation commitments
could put the related licence interests at risk of forfeiture.
The Directors have reviewed future cash forecasts, with particular reference to the minimum expenditure
requirements on licences and the intended work programme for the next 12 months, and have reasonable
expectation that the Group will have adequate resources to meet its commitments. Accordingly the
financial statements have been prepared on a going concern basis.
c) Basis of consolidation
The consolidated financial statements of the Group include the accounts of Amur Minerals Corporation
and its subsidiaries. Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date on which control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group companies
are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset
transferred. The accounting policies and financial year ends of its subsidiaries are consistent with those
applied by the Company. These consolidated financial statements include accounts of the Company and
its subsidiaries as set out in note 1.
The Company’s Russian subsidiary maintains its books and records in accordance with accounting
principles and practices mandated by Russian Accounting Regulations. These records have been
adjusted to comply with IFRS for the purposes of preparing these consolidated financial statements.
The principal accounting policies adopted in the preparation of the financial statements are set out below.
The policies have been consistently applied to all the years presented, unless otherwise stated.
These financial statements have been prepared on the basis of a going concern and in line with IFRS.
The adoption of all of the new and revised Standards and Interpretations issued by the IASB and the
International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to the
operations and effective for annual reporting periods beginning on 1 January 2011 are reflected in these
financial statements.
The preparation of financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and associated assumptions are based on
historical experience and factors that are believed to be reasonable under the circumstances, the results
of which form the basis of making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates. The areas involving a
higher degree of judgement or complexity, or where assumptions and estimates are significant to the
consolidated financial statements, are disclosed in this note.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision only affects that
period or in the period of revision and future periods if the revision affects both current and future periods.
The estimates and underlying assumptions are reviewed on an ongoing basis.
15
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
The following new standards, interpretations and amendments to existing standards have been adopted
by the Group:
The adoption of these standards, interpretations and amendments did not affect the Group’s results of
operations or financial positions. No other IFRS issued and adopted but not yet effective are expected to
have an impact on the Group’s financial statements.
(ii) Standards, amendments and interpretations, which are effective for reporting periods beginning after
the date of these financial statements which have not been adopted early:
All the amendments and interpretations are not expected to materially affect the Group’s reporting or
reported numbers.
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AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Items included in the financial information of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the functional currency). The
consolidated financial information is presented in US dollars ($), which is the functional and presentation
currency of the Company. The exchange rate on 31 December 2011 was £1:$1.55 (2010: £1:$1.55) and
$1:RUB 32.08 (2010: $1:RUB 30.52). The average rates applied to transactions during the year were
£1:$1.61 (2010: £1:$1.55) and $1:RUB 29.33 (2010: $1:RUB 30.31).
In preparing the financial statement of the individual entities, transactions in currencies other than the
entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the
date of the transaction. At each reporting date, monetary items denominated in foreign currencies are
retranslated at the rates prevailing on the reporting date.
Exchange differences arising on the settlement and on the retranslation of monetary items are included in
profit or loss for the period.
On consolidation, the results of overseas operations are translated into US$ at rates approximating to
those when the transactions took place. All assets and liabilities of overseas operations are translated at
the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at
opening rate and the results of overseas operations at actual rate are recognised directly in equity (the
"foreign exchange reserve").
Exchange differences recognised in profit or loss of group entities' separate financial statements on the
translation of long-term monetary items forming part of the Group's net investment in the overseas
operation concerned are reclassified to other comprehensive income and accumulated in the foreign
exchange reserve on consolidation.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign
exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated
statement of comprehensive income as part of the profit or loss on disposal.
b) Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision makers. The chief operating decision makers have been identified as the Chief
Executive Officer, Chief Financial Officer and the other executive and non-executive Board Members.
The operating results of each of these segments are regularly reviewed by the Group’s chief operating
decision makers in order to make decisions about the allocation of resources and to assess their
performance.
The accounting policies of these segments are in line with those set out in these notes.
When the Group incurs expenditure on mining properties that have not reached the stage of commercial
production, the costs of acquiring the rights to such mineral properties and related exploration and
evaluation costs, including directly attributable employment costs, are deferred where the expected
recovery of costs is considered probable by the successful exploitation or sale of the asset. General
overheads are expensed immediately. Depreciation on fixed assets used on exploration and evaluation
projects is charged to deferred costs whilst the projects are in progress.
Where a feasibility study indicates that the future recovery of costs is not probable, full provision is made
in respect of any deferred costs. Where mining properties are abandoned, deferred expenditure is written
off in full.
Deferred exploration and evaluation costs are assessed at each reporting date to determine whether
there are indicators that the asset may be impaired. If any such indicator exists, a review for impairment is
17
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
conducted, by estimating the recoverable amount by reference to the net present value of expected future
cash flows of the relevant income generating unit or disposal value if higher. If the recoverable amount is
less than the carrying value of an asset, an impairment loss is recognised.
Individual mining properties are considered to be separate cash generating units for this purpose, except
where they would be operated together as a single mining business.
The amounts shown as deferred exploration and evaluation expenditure represent costs incurred and do
not necessarily reflect present or future values.
Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is provided
on all property, plant and equipment at rates calculated to write off the cost or valuation of each asset on a
straight-line basis over its expected useful life as follows:
The costs of maintenance, repairs and replacement of minor items of property, plant and equipment are
charged to profit or loss.
e) Inventories
Inventories are stated at the lower of cost and net realisable value and comprise mainly fuel, materials
and spare parts. Costs comprise all costs of purchase and other costs incurred in bringing the inventories
to their present location and condition.
f) Leased Assets
Where substantially all of the risks and rewards incidental to ownership of a leased asset are retained by
the lessor (an “operating lease”), the total rentals payable under the lease are charged to profit or loss on
a straight-line basis over the lease term.
g) Income taxes
Income tax expense represents the sum of the tax currently payable and deferred tax. Taxable profit
differs from net profit as reported due to income tax effects of permanent and temporary differences. Non-
profit based taxes are included within administrative expenses.
Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Temporary differences
relating to initial recognition of assets or liabilities that affect neither accounting nor taxable profit are not
provided for. The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively
enacted at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the deductible temporary differences can be utilised. Deferred tax assets are
reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Costs associated with the issue of shares, net of any taxes, have been set off against share premium.
i) Share-based payments
Equity-settled share-based payments to employees and others providing similar services are measured at
18
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
the fair value of the equity instrument at the grant date. Fair value is measured by use of the Black-
Scholes model. The expected life used in the model has been adjusted, based on management’s best
estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Further details on how the fair value of equity-settled share-based transactions has been determined can
be found in Note 14.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually
vest.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the
goods and services received, except where the fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at the date the entity obtains
the goods or the counterparty renders the service.
j) Financial Assets
The Group classifies its financial assets into one of the categories discussed below, depending on the
purpose for which the asset was acquired. The Group has not classified any of its assets as held to
maturity.
Other receivables: - these assets are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They are initially measured at fair value and subsequently carried
at amortised cost, using the effective interest rate method, less any provision for impairment. If the need
for impairment of a receivable arises, the value of provision, representing the expected loss from not
being able to recover such a receivable, is recognised in administrative expenses.
Cash and cash equivalents: - these assets comprise cash, short term deposits and investments in money
market funds. Short term deposits comprise deposits made for varying periods of between one day and
three months.
This category comprises only in-the-money derivatives which are carried in the statement of financial
position at fair value with changes in fair value recognised in profit or loss. The Group does not have any
assets held for trading nor does it voluntarily classify any financial assets as being at fair value through
profit or loss.
Non-derivative financial assets not included in the above categories are classified as available-for-sale.
There were no available-for-sale assets in 2011. In 2009 and 2010 the available-for-sale assets
comprised the Group’s investment in shares of Grafton Resources Investments Limited. The shares were
admitted to the Official List and to trading on the Main Market of the Irish Stock Exchange on 6 July 2009.
The shares were carried at fair value with changes in fair value recognised in other comprehensive
income and accumulated in equity. Where there was a significant or prolonged decline in the fair value of
an available for sale financial asset (which constitutes objective evidence of impairment), the full amount
of the impairment, including any amount previously recognised in other comprehensive income, was
recognised in profit or loss. Purchases and sales of available for sale financial assets are recognised on
settlement date with any change in fair value between trade date and settlement date being recognised in
the available-for-sale reserve. The investments in Grafton shares were disposed of in October 2010.
k) Financial Liabilities
Other financial liabilities include trade payables and other short-term monetary liabilities, which are initially
measured at fair value and subsequently recognised at amortised cost using effective interest rate
method.
19
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
IFRS 7 requires certain disclosures which require the classification of financial assets and financial
liabilities measured at fair value using a fair value hierarchy that reflects the significance of the inputs
used in making the fair value measurement (note 24). The fair value hierarchy has the following levels:
a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
b) Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (level 2);
c) Inputs for the asset or liability that are not based on observable market data (unobservable
inputs) (Level 3).
The level in the fair value hierarchy within the financial asset or financial liability is determined on the
basis of the lowest level input that is significant to the fair value measurement.
m) Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet
the definition of a financial liability. The ordinary shares are classified as equity instruments.
The preparation of financial statements requires management to make estimates and assumptions
concerning the future, which by definition will seldom result in actual results that match the accounting
estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to
the carrying amount of assets and liabilities within next financial year are discussed below:
Based on the cash flow forecast prepared, there is no impairment of the capitalised expenditure
to date. However, the exploration is still at an early stage and a change in any of the above areas
could result in a significant impact on the estimated future cash flows.
Accounting judgements
20
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
economically recoverable reserves, continuation of the Group’s interests in the underlying mining
claims, the political, economic and legislative stability of the regions in which the Group operates,
compliance with the terms of the relevant mineral rights licences, the Group’s ability to obtain the
necessary financing to fulfil its obligations as they arise and upon future profitable production or
proceeds from the disposal of properties.
On the 22 March 2011, the Group placed 25 million shares with Lanstead Capital L.P for the
consideration of £2,500,000 (US$4,044,500).
On 22 July 2010 and 19 October 2010, the Group placed 17 million and 6 million shares
respectively with Lanstead Capital L.P for the total consideration of £910,000 (US$1,407,588).
In addition the Company and Lanstead Capital L.P. have entered into an equity swap agreement
in respect of the above placings for which consideration will be received on a monthly basis over
24 months period (note 8). The amount to be received each month is dependent on the
Company’s share price at the end of each month. The Directors have made assumptions in their
financial statements about the quantum of the funds receivable at the yearend however there is
significant uncertainty underlying these assumptions due to the unpredictable nature of the share
prices.
21
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
4. SEGMENT REPORTING
The Group has one reportable segment being Kun-Manie which is involved in the exploration for minerals
within the Kun-Manie licence areas in Russia.
The operating results of this segment is regularly reviewed by the Group's chief operating decision
makers in order to make decisions about the allocation of resources and assess the performance.
As the Group has no revenue, the following is an analysis of the Group’s results from continuing
operations by reportable segment.
Corporate
Kun-Manie Total
(Unallocated)
22
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Segment liabilities (106) (3) (109)
Segment net assets 6,603 14,953 21,556
Property, plant and equipment capital expenditure - 33 33
Exploration capital expenditure - 622 622
The accounting policies of the reportable segment are the same as the Group’s accounting policies
described in note 3. Segment loss represents the loss incurred by the segment without allocation of
central administration costs and directors’ salaries and finance income or costs. This is the measure
reported to the chief operating decision makers for the purposes of resource allocation and assessment
of segment performance.
Accumulated depreciation:
In December 2008 the Kun-Manie exploration licence was extended for two years until 31 December
2010 without any further work commitment. A further extension was granted in September 2010 for an
additional two years to 31 December 2012. In May 2012 the Group lodged an application for the
extension of the licence and is currently waiting for the response. In addition, in April 2009 RosNedra,
23
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
the Russian licensing agency granted Kun-Manie a certificate of discovery, which gives the Company the
right to convert part of the area into a 20 year mining licence. An application has been made for this
mining licence.
The Kustak licence was acquired at auction in February 2007 and is valid for 25 years. It is a combined
exploration and production licence. During 2010 the Group recognised an impairment charge of US$321
thousand (2009: nil) relating to the Board’s decision to focus its attention on the Kun-Manie licence and
returned the Kustak license to the Russian authorities in March 2011. The impairment charge represents
costs capitalised to date in respect of that project.
The carrying value of the exploration and evaluation assets is considered with reference to the reserves
and resources estimates and their valuation which were independently assessed on 13 December 2007.
The 2011/12 work program consists of activities to update the reserves and resources estimates.
VAT Receivable
The capitalised exploration and evaluation costs include VAT of US$511 thousand (2010: US$1,307
thousand). During the year the Group’s subsidiary ZAO Kun-Manie successfully recovered RUR36 million
(US$1.2 million) of the Russian VAT outstanding at 31 December 2010. At 31 December 2011 the VAT
balance included in non-current assets was US$511 which has been rejected by the Russian authorities
and is not expected to be recovered.
7. INVENTORIES
31 December 2011 31 December 2010
Fuel 55 70
Other materials and supplies 110 97
165 167
Lanstead 1 Agreement
In July 2010 the Company raised £595,000 (US$907,196) via an issue of 17 million new shares to
Lanstead Capital L.P (“Lanstead”) at 3.5p per share. In October 2010 a further £315,000 (US$500,881)
was raised through the issue of 6 million new shares to Lanstead at 5.25p per share. The Company
entered into an equity swap price mechanism with Lanstead for 75% of the shares issued and that
Lanstead hedge the consideration they pay for shares in the Company against the performance of the
Company’s share price over a 24 month period.
To the extent that the share price is greater or lower than the reference price at each swap settlement,
the Company will receive greater or lower consideration calculated on pro-rata basis i.e. share price /
reference price multiplied by the monthly transfer amount. The valuation for each settlement is
determined to be the average share price for the preceding 5 trading days up to settlement date.
As the amount of consideration receivable from Lanstead will change in response to the change in the
24
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Company’s share price and foreign exchange rates and will be settled in the future, the receivable is
treated as a derivative financial asset and has been designated at fair value through profit or loss.
The fair value of the derivative financial assets has been determined by reference to the Company’s
share.
During the year all remaining settlements for the derivative financial asset were received by the
Company, thereby completing the equity swap price mechanism with Lanstead. The consideration
received and the fair value adjustments made during the life of the derivative financial asset were as
follows:
Lanstead 2 Agreement
In March 2011 the Company raised £2.5 million (US$4 million) via an issue of 25 million new shares at
10p per share to Lanstead. The Company entered into equity swap price mechanism with Lanstead for a
notional 75% of these shares with a notional reference price of 13.33p per share. All 25 million shares
were transferred, with full voting rights on the date of the transaction. The Company will receive
consideration on a monthly basis over a 24 month period.
The Company also issued 3 million shares to Lanstead as a value payment in connection with the equity
swap agreement (note 13).
Similarly for the previous Lanstead agreement the consideration receivable from Lanstead has been
treated as a derivative financial asset and has been designated at fair value through profit or loss. The fair
value of the derivative financial asset has been determined by reference to the Company’s share price
and has been estimated as follows:
9. VAT RECEIVABLE
31 December 2011 31 December 2010
25
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Other receivable represent prepayments and annual fees paid in advance under the normal course of
business.
On 1 June 2009, the Company entered into a share exchange transaction with Grafton Resource
Investments Ltd (“Grafton”). On 26 October 2010 the shares were disposed of for US$363 thousand and
a loss on sale of assets held of US$328 thousand has been recognised in the income statement.
12. TAXATION
31 December 31 December
2011 2010
Current tax – BVI Corporation tax - -
Current tax - Russian Corporation tax - -
Current tax charge - -
During the exploration and development stages, the Group will accumulate tax losses which may be
carried forward. As at 31 December 2011, the subsidiary in Russia had tax losses carried forward of
US$4,219 thousand (2010: US$1,837 thousand) which are available for use over a 10-year period. Of the
total available Russian subsidiaries’ tax credits, US$2,382 thousand will be available until 31 December
2021, US$746 thousand will be available until 31 December 2020. US$642 thousand will be available
until 31 December 2019 and US$449 thousand will be available until 31 December 2018.
The tax losses arising in the current and prior periods will reduce the Group’s tax liability in the future and
give rise to deferred tax assets. The directors believe that it would not be prudent to recognise such tax
assets before such time as the Group generates taxable income. Hence, no tax asset has been
recognised.
The Group has significant exposure to the Russian business and fiscal environment through its business
and operations being largely based in Russia.
26
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Russia currently has a number of laws related to various taxes imposed by both federal and regional
governmental authorities. Laws related to these taxes have not been in force for significant periods, in
contrast to more developed market economies; therefore, implementing regulations are often unclear;
and few precedents with regard to tax related issues have been established. Furthermore, the Russian
Tax Service is in the process of developing and refining its methods of regulation. These facts create tax
risks in Russia substantially more significant than those typically found in countries with more developed
tax systems. Tax declarations, together with other legal compliance areas (such as customs and
currency control matters) are subject to review and investigation by a number of authorities, who are
enabled by law to impose extremely severe fines, penalties and interest charges. As a result of these
factors, the Group is unable to determine whether or not the inspecting authorities would challenge the
taxation treatment of certain transactions recorded by the Group and therefore affect the value of the
losses carried forward.
Issue of shares
On the 22 March 2011, the Company raised GBP2.5 million (US$4 million) through the issue of 25 million
new shares at a placing price of 10p per share (note 7). Further 2.5 million new shares in March 2011 and
0.5 million new shares in December 2011 were issued to satisfy commissions of the fund raising.
On the 16 December 2011, the Company issued 113,636 new shares to Robert Schafer, 93,749 new
shares to Brian Savage and 5,682 to a senior employee at a placing price of 11.25p to satisfy £23,970
($37,500) of outstanding fees.
All of these shares have been admitted to the AIM market of the London Stock Exchange plc.
On the 20 July 2010, the Company issued 1,428,570 new shares to Robin Young at a placing price of
3.5p to satisfy £50,000 ($75,000) of outstanding 2009 director’s fees.
On the 22 July 2010, the Company raised £595,000 ($907,000) through the issue of 17 million new
shares at a placing price of 3.5p, with a further 3 million new shares issued to satisfy commissions for the
fund raising.
On the 28 July 2010, the Company raised £641,154 ($977,000) through the issue of 18.3 million new
shares at a placing price of 3.5p.
On the 19 October 2010, the Company raised £315,000 ($501,000) through the issue of 6 million new
shares at a placing price 5.25p, with a further 1.06 million new shares issued to satisfy commissions for
the fund raising.
On the 16 November 2010, the Company raised £1,708,102 ($2,733,000) through the issue of 32.5
million new shares at a placing price of 5.25p.
The costs associated with the issues of US$387 thousand have been taken to the share premium
reserve.
All of these shares have been admitted to the AIM market of London Stock Exchange plc.
27
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Share capital
Amounts subscribed for share capital at proceeds received.
Retained deficit
Cumulative net gains and losses recognised in the statement of comprehensive income less any amounts
reflected directly in other reserves.
a) Options Granted
During the period ended 31 December 2011 a total of 7,044,456 of previously outstanding options expired
resulting in a write back of US$726 thousand in the Options Reserve (2010: nil). During this period total of
10.6 million new options were granted to key management and personnel at a value of US$940 thousand
(2010: nil).
As of 31 December 2011, there was a total of 13,847,000 options and warrants outstanding (2010:
10,291,456). All of these instruments were fully vested and exercisable. They have maturities that vary
between 10 May 2012 and 18 April 2016 with a weighted average strike price of 14p (2010: 28p).
As stated in note 13, during the year the Company granted ordinary shares to some directors in respect
of their directors’ fees as well as shares were granted to Lanstead in settlement of their commissions
(note 8). The shares were valued at the face value of amounts payable under contracts for services, or
the net amount of commission owed for share placings.
28
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Finance income 20 24
20 24
231 5
Basic and diluted loss per share are calculated and set out below. The effects of warrants and share
options outstanding at the year ends are anti-dilutive and the total of 13.8 million (2010: 10.3 million) of
potential ordinary shares have therefore been excluded from the following calculations:
29
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
The following tables show the beneficial interests of the Directors who held office at the end of the year in
the ordinary shares of the Company and the interests of the Directors in share options:
30
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
20. COMMITMENTS
Capital commitments
There were no material contracted commitments for capital purchases as at 31 December 2011 (2010:
Nil).
For the purposes of these financial statements, entities are considered to be related if one party has the
ability to control the other party or exercise significant influence over the other party in making financial
or operational decisions as defined by IAS 24 "Related Party Disclosures". In addition, other parties are
considered to be related if they are under common control. In considering each possible related party
relationship, attention is directed to the substance of the relationship, not merely the legal form.
Details of transactions between the Group and related parties are disclosed below.
Key management personnel are considered to be the directors and senior management of the Group
The Russian subsidiary contributes to the Russian Federation state pension scheme, medical, social
insurance and unemployment funds in respect of its staff. The Group’s contribution amounts to 26%
(2010 – 26%) of employees’ salaries, and is expensed as incurred.
23. CONTINGENCIES
Political environment
As a result of the Group’s Russian subsidiary, the operations and earnings of the Group are affected by
political, legislative, fiscal and regulatory developments, including those related to environmental
protection, in Russia. In particular, licences can be cancelled if the Group is found to be in non-
compliance of the licence terms. Management are not aware of any areas of non-compliance that would
result in licences held by the Group to be withdrawn.
Legal proceedings
In the opinion of management, there are no current legal proceedings or other claims outstanding, which
will ultimately have a material adverse effect on the financial position of the Group.
Taxation
Russian tax legislation is subject to varying interpretations and changes occur frequently. Further, the
interpretation of tax legislation by tax authorities as applied to the transactions and activity of the Group
may not coincide with that of management. As a result, transactions may be challenged by tax authorities
and the Group may be assessed additional taxes, penalties and interest, which can be significant.
Periods remain open to review by the tax and customs authorities with respect to tax liabilities for three
31
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
years.
Environmental matters
The enforcement of environmental regulation in the Russian Federation is evolving and the enforcement
posture of government authorities is continually being reconsidered. The Group periodically evaluates its
obligations under environmental regulations. The Group has commissioned various baseline
environmental studies as required by the Kun-Manie licence. Potential liabilities might arise as a result of
changes in legislation and regulation or civil litigation. The impact of these potential changes cannot be
estimated but could be material. In the current enforcement climate under existing legislation,
management believes that there are no significant liabilities for environmental damage.
Financial instruments
The Group is exposed to risks that arise from its use of financial instruments. The main purpose of these
financial instruments is to raise and utilise finance in the Group’s operations.
The main risks arising from the Group’s financial instruments are interest risk, liquidity risk and currency
risk. The Directors review and agree policies for managing these risks and these are summarised below.
Liquidity risk
The Group manages its operations through equity and seeks to manage financial risk to ensure sufficient
liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
Management monitors rolling forecasts of the Group’s and Company's liquidity reserve. The review
consists of considering the liquidity of local markets, projecting cash flows and the level of liquid assets to
meet these. Management raises additional capital financing when the review indicates this to be
necessary.
The contractual maturities of the Group’s financial liabilities are shown in the table below:
32
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
Credit risk
The credit risk on liquid funds is limited because the counterparties are banks with credit ratings assigned
by international credit rating agencies.
The Group’s maximum exposure to credit risk by class of individual financial instrument is shown in the
table below:
Fair values
The fair values of the Group’s cash in banks, prepayments and accounts payable are considered equal to
the book value as they are all short term.
The derivative financial asset is measured subsequent to initial recognition at fair value by reference to
the Company’s share price and grouped into Levels 1 to 3 based on the degree to which the fair value is
observable
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
Level 3 fair value measurements are those derived from valuation techniques that include inputs
for the asset or liability that are not based on observable market data (unobservable inputs).
The Group is exposed to cash flow interest rate risk from its deposits of cash and cash equivalents with
banks. The cash balances maintained by the Group are managed in order to ensure that the maximum
level of interest is received for the available funds but without affecting working capital flexibility.
33
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
The Group is not currently exposed to cash flow interest rate risk on borrowings as it has no debt or fixed
rate finance leases. No subsidiary of the Group is permitted to enter into any borrowing facility or lease
agreement without the Company’s prior consent.
The sensitivity analysis below has been determined based on the exposure to floating interest rates
during the year. A 25 basis point increase or decrease represents management’s assessment of the
reasonably possible change in interest rates as this is the step change in rates typically expected from
major central banks in a single rate change.
If interest rates had been 25 basis points higher/lower and all other variables were held constant, the
Group’s profit for the years ended 31 December 2011 and 31 December 2010 would not change
materially.
Currency risk
The Group undertakes certain transactions denominated in foreign currencies hence exposures to
exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy
parameters by holding bank deposits in Russian Roubles, US Dollars and Pound Sterling (GBP).
Management reviews its currency risk exposure periodically and hedges part of its exposure to the US
dollar by buying and holding on deposit GBP. The Group also hold Roubles in order to cover a proportion
of anticipated Rouble expenditures. As at 31 December 2011 the Group had on deposit approximately
US$3,983 thousand in GBP (2010: US$2,743 thousand) and US$65 thousand in Rouble (2010: US$65
thousand) bank accounts.
An analysis of the Group’s holdings of financial instruments in various currencies at the year end is as
follows:
31 December 2011
Denominated in
USD RUR GBP
31 December 2010
Denominated in
USD RUR GBP
Cash and cash equivalents 258 65 2,743
Derivative financial asset - - 3,806
Payables and accruals (23) (4) (82)
Net Exposure 235 61 6,467
The main financial risk faced by the Group relates to currency risk exposure due to its Rouble based
costs for exploration works. The Company’s functional currency and financing is the USD, and therefore if
the Rouble strengthens its positions against the USD, this has a negative impact on the Group. Given the
unpredictability in currency exchange rates movement, this exposure can give rise to a material change
(either favourable or unfavourable) in the future.
The following table details the Group’s sensitivity to a 10% increase and decrease in the USD against the
Russian rouble and sterling. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the period end for a 10% change in foreign
currency rates. A positive number below indicates an increase in profit and other equity where the USD
strengthens 10% against the relevant currency. For a 10% weakening of the USD against the relevant
34
AMUR MINERALS CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
(Amounts in ‘000s US Dollars)
currency, there would be an equal and opposite impact on the profit and other equity, and the balances
below would be negative.
In the Directors’ opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk
as the year end exposure does not reflect the exposure during the year. Rouble denominated
expenditures is seasonal with higher volumes in the second and third quarters of the financial year.
The Group’s objectives when managing capital (i.e. share capital, share premium and retained deficit) are
to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other shareholders.
The principal strategy of the Group to maintain the capital structure is to issue new shares.
The Group currently does not have any borrowings and none is planned in the next twelve months.
Share Placement
On 6 February 2012, the Company raised £5.5 million through the issue of 68.5 million new shares at the
placing price of 8p. On subscription, Lanstead Capital L.P., an institutional investor, has subscribed for
60.7 million new shares (Lanstead 3 Agreement) for an aggregate consideration of £4.9 million. In
addition the Company has entered into an Equity Swap Agreement with Lanstead which allows the
Company to retain much of the economic interest in Lanstead Subscription Shares.
The Company has issued further 6 million shares to Lanstead in consideration for entering into the Equity
Swap Agreement.
35