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| 18-11-09 | RNS |
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FOR: ORSU METALS CORPORATION TSX, AIM SYMBOL: OSU November 18, 2009 Orsu Provides Update on Mineral Exploration Projects LONDON, UNITED KINGDOM--(Marketwire - Nov. 18, 2009) - Orsu Metals Corporation ("Orsu" or the "Company") (TSX:OSU)(AIM:OSU), the London-based precious and base metals exploration and development company, provides the following update of the on-going exploration work at the Talas exploration licence area in north west Kyrgyzstan. Talas Update The Talas exploration licence area comprises the Taldybulak-Talas, Barkol, Kentash and Korgontash tenements. As of 30 October 2009, Gold Fields Limited through its subsidiary Gold Fields Orogen Holding (BVI) Limited ("Gold Fields") has completed 22,013m of drilling since the commencement of the JV programme with Orsu. The majority of drilling completed to date has been infill drilling within the area of known mineralization. Drilling for the 2009 season has now been completed for all of the Talas licences. The most recent results are shown in Table 1 below. Results from several drill holes are still pending and Orsu expects to receive all assays by the end of November 2009. Table 1: Significant mineral intersections received from the 2009 Taldybulak infill drill programme
/T/
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/T/ (All drill results were composited at a 0.3g/t cut-off, and reported intervals are not true thickness which has yet to be confirmed. All drill holes were collared within the boundary of the previously delineated resource outline (see May 2008 NI43-101 Technical Report filed on SEDAR at www.sedar.com). TB0062 and TB0069 have extended the known mineralisation at depth.) Gold Fields has initiated a reinterpretation of the geology and identified mineralization. Upon completion of the updated geological model an updated resource calculation will be produced in accordance with National Instrument 43-101. The updated calculation is expected to be completed by end of Q1 2010. Notes to Editors:
/T/ 1. For avoidance of confusion: -- The Taldybulak copper-gold porphyry prospect within the Taldybulak exploration licence area is a separate asset from the Taldybulak Levoberezhny gold deposit previously owned by Central Asia Gold Limited; and -- The Talas Copper Gold Limited Liability Company, holder of the Taldybulak licence, is a separate company from Talas Gold Mining Company, which was the owner of the Jerooy Gold Project. 2. On 3 December 2008, Orsu Metals Corporation signed a Talas Joint Venture agreement with Gold Fields for the further exploration and development of the Talas licence area, north west Kyrgyzstan. Gold Fields is the project operator. Under the agreement Gold Fields has the right to: -- During Phase One: Earn up to a 60% interest in the joint venture company which is the indirect owner of the Taldybulak, Barkol, Kentash and Korgontash properties in the Talas region by funding exploration expenditures of CAD$10 million; -- During Phase Two: Increase its effective interest in the project by a further 10% (to a total of 70%) by funding the lesser of (i) exploration expenditures of up to a further CAD$10 million; or (ii) exploration expenditures required to complete a feasibility study, pursuant to approved programmes and budgets; and -- After Phase Two: Act as lead arranger to obtain any further project financing for the project development, for which Gold Fields will receive a 1.5% arrangement fee. Gold Fields and Orsu will otherwise contribute to the project requirements on a pro-rata basis through to project development. -- Phase One will conclude no later than three years from 13 August 2008. During Phase One, the funding will be focussed on exploration work in all Talas licence areas with an emphasis on further defining known mineralised systems and their strike extensions. In addition, a scoping study for the Taldybulak-Talas deposit in the Taldybulak licence is due to be completed during 2009 for submission to the relevant licensing authority. Phase Two will continue for an additional period of up to three years after completion of Phase One and will include the provision to include additional mineral resources in the case of further exploration success in the Talas project area. 3. Orsu Metals Corporation operates a stringent QA/QC policy that includes external certified standard samples and blanks in each individual batch sent for analysis. Further information on the Taldybulak-Talas project can be viewed on www.sedar.com (report entitled "Technical Report on the Exploration Licences Held by Lero Gold Corporation in Kyrgyzstan & Kazakhstan, Central Asia" and dated May 2008.)
4. Matthew Boyes, BSc, Mineral Resources Manager for Orsu and a qualified
data disclosed in this release, including sampling, analytical and test data underlying the information.
/T/ -30- FOR FURTHER INFORMATION PLEASE CONTACT: Orsu Metals Corporation Alexander Yakubchuk COO +44 (0) 20 7518 3999
OR Canaccord Adams Limited Ryan Gaffney +44 (0) 20 7050 6500
OR Vanguard Shareholder Solutions Keith Schaefer 604 608 0824 www.orsumetals.com -0- Orsu Metals Corporation More |
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| 12-11-09 | RNS |
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This news article is displayed preformatted as it may contain results tables
FOR: ORSU METALS CORPORATION
TSX, AIM SYMBOL: OSU
November 12, 2009
Interim Results for the Period Ended 30 September 2009 and 2008 (Unaudited)
LONDON, UNITED KINGDOM--(Marketwire - Nov. 12, 2009) - Orsu Metals Corporation ("Orsu", or the "Company")
(TSX:OSU)(AIM:OSU), the London-based base and precious metal mining, development and exploration company today
reports its results for the quarter and nine months ended 30 September 2009. All amounts are reported in United
States Dollars unless otherwise indicated. Canadian Dollars are referred to herein as CAD$.
QUARTER HIGHLIGHTS
- July 2009 - Orsu announced that at an Annual and Special Meeting of Shareholders held on July 10, 2009,
shareholders approved all resolutions proposed, including the authorisation of the sale by the Company of its
100% interest in the Varvarinskoye Project (the "Varvarinskoye Disposition Resolution")
- September 2009 - Orsu announced that, in conjunction with the intended sale of the Company's Varvarinskoye
gold-copper project in Kazakhstan, Mr Randy Reichert tendered his resignation from the position of Chief
Operating Officer ("COO").
- September 2009 - Orsu announced the extension of the long stop date (to October 13, 2009) relating to the SPA
of the Varvarinskoye Project to Polymetal.
POST QUARTER HIGHLIGHTS
- October 2009 - Orsu announced a second extension of the long stop date (to October 30, 2009) relating to the
SPA of the Varvarinskoye Project to Polymetal.
- November 2009 - Orsu announced the closing of the sale of its 100% owned Varvarinskoye gold-copper mine in
northern Kazakhstan to OJSC Polymetal, previously announced on June 15, 2009.
- November 2009 - Takhir Baratov resigned from the position of Executive Director, Central Asia, but remains as
an Executive Advisor to the Company.
- November 2009 - Dr. Alexander Yakubchuk appointed as Chief Operating Officer, formerly Director of
Exploration for Orsu.
- November 2009 - the board of directors approve a consolidation of common shares on a one for ten basis.
MANAGEMENT'S DISCUSSION AND ANALYSIS
A full Management's Discussion and Analysis of the results for the quarter and nine months ended 30 September
2009 and 2008 ("MD&A") and Financial Statements ("Financials") for the Company for the nine months ended 30
September 2009 will soon be available on the Company's profile on SEDAR (www.sedar.com) or on the Company's
website (www.orsumetals.com). These can also be obtained on application to the Company. The following
information has been extracted from the MD&A and the Financials.
FINANCIAL RESULTS FOR THE THREE MONTHS TO SEPTEMBER 30, 2009
For the three months to September 30, 2009 the Company made a net loss of $23.7 million consisting of a net
loss from discontinued operations of $21.1 million and a net loss from continuing operations of $2.6 million.
The Company made a net profit of $2.7 million, for the three months to June 30 2009, and net loss of $4.0
million for the three months to September 30, 2008.
The net loss of $21.1 million from discontinued operations comprised of a gross operating profit (revenues of
$22.6 million less cost of sales $19.8 million) of $2.8 million (with a comparative profit for the three months
to June 30 2009 of $16.8 million and a loss for the three months to September 30, 2008 of $12.5 million) offset
by net losses on derivatives of $21.3 million (with a comparative loss for the three months to June 2009 of
$6.7 million and a net gain for the three months to September 30, 2008 of $19.0 million), with administration
and other charges for discontinued operations of $2.5 million (expenditure for the three months to June 30 2009
and September 30, 2008 of $4.3 million and $4.8 million respectively).
Net losses on continuing operations of $2.6 million (losses for the three months to June 30, 2009 and September
30, 2008 of $3.1 million and $5.8 million respectively) were due mainly to: head office general &
administration charges (including legal and advisory fees pertaining to the Varvarinskoye disposition),
exploration costs, and stock based compensation charges in respect of share options vesting during the quarter.
/T/
Revenues - discontinued operations
3 months to September 3 months to June 30,
30, 2009 2009
Revenues Revenues
Sales $000s Sales $000s
----------------------------------------------------------------------------
Product
Gold - Dore oz 10,380 8,639 13,194 12,068
Gold - Concentrate oz 3,714 5,428 8,012 7,562
Copper - Concentrate lbs 3,492,667 8,565 6,922,600 12,864
---------- ------------
22,632 32,494
/T/
For the three months to September 30, 2009, the Company made gold sales 14,094 oz (dore and concentrate) and
achieving a net realized price (after quotational price adjustments, treatment and refining charges) of $998 /
oz giving revenues of $14.1 million. This compares to the previous quarter in which gold sales were 21,206 oz,
with revenues of $32.5 million, with a net realised price of $926 / oz. The decrease in the volume of gold
sales was due to lower shipments in the quarter as a result of lower grades achieved, as shown on table 1. The
affects of the lower shipments, along with the lower grade of gold ore recovered, were partially offset by the
aforementioned increased net realised price of gold.
For the three months to September 30, 2009, the Company made copper concentrate sales of 3.5 million lbs which
achieved a net realised copper price of $2.45 /lb. This compares to copper concentrate sales in the previous
quarter of 6.9 million lbs with a net realised price of $1.86 /lb.
The reduction in volume of copper concentrate sales of 3.4 million lbs, was because of reduced grades of copper
concentrate recovered, as shown on table 1, and also because the second quarter sales were related to the
recovery of the backlog of shipments to Trafigura which had ceased at the end of 2008. The drop in shipments
was partially offset by higher copper prices achieved in the third quarter.
/T/
Cost of sales - discontinued operations
3 months to
September 3 months to
2009 June 30 2009
Production
Total ore mined, tonnes 5,480 4,256
Total ore processed, tonnes 803 779
Metal produced
Copper concentrate, tonnes 7,049 7,779
Gold ounces 15,117 16,964
Operating expenses
Mining costs (6,724) (5,992)
Processing costs (6,899) (6,007)
Site costs (307) (306)
Stock and WIP adjustments (3,075) (12)
Mineral extraction tax (1,153) (1,124)
-------------------------------
(18,741) (18,741)
Selling and distribution costs (779) (1,479)
Depreciation, depletion and
amortisation (125) (99)
Accretion (190) (192)
-------------------------------
Cost of sales (19,835) (15,726)
/T/
Costs of sales expenses were $19.8 million during the quarter ($15.7 million June 30, 2009 and $28.0 million
September 30, 2008).
The increase in the cost of sales of $4.1 million for the three months to September 30, 2009 versus the prior
quarter was primarily due to increases in mining costs of $0.7 million, processing costs of $0.9 million and
stock and WIP adjustments of $3.0 million offset by a decrease in selling and distribution costs of $0.7
million due to the reduction in shipments in the quarter.
During the quarter Varvarinskoye mined a total of 5.5 kilo tonnes of ore (including waste) with mining cost per
tonne of $1.23, resulting in mining costs for the quarter of $6.7 million. This is compared against the prior
quarter in which 4.3 kilo tonnes per mined but with a mining cost per tonne of $1.41 giving a total mining
costs during the quarter of $6.0 million.
During the quarter Varvarinskoye processed 803 kilo tonnes of ore versus the prior quarter of 878 tonnes.
However, the processing costs during the quarter increased from $6.85 per tonne, for the three months to June
30, 2009, to $8.59 per tonne due to increased expenditure on consumables in the quarter of cyanide and hydrogen
peroxide.
Finally during the quarter there was a $3.1 million charge for revaluation of the stock pile to the net
realisable value at the end of the quarter.
Other (Expenses) Income
Derivative instruments - discontinued operations
At September 30, 2009 the Company's derivative financial instruments were comprised solely of gold forward
sales contracts.
For the three months ended September 30, 2009 the Company booked realised derivative losses of $5.8 million
(for the same period in 2008 - $9.2 million) representing 15,000 ounces of gold, which remained unpaid at the
end of the quarter.
The risk adjusted mark to market revaluation of the Company's derivative liabilities, from a strike price of
$574.25 per oz, as at September 30, 2009 at an average forward gold price of $915 per oz and a risk adjusted
rate for the Company in the range of 14% to 17% per annum, depending on the remaining term of the derivative
liability contracts, gave rise to an unrealized derivative loss for the quarter of $15.6 million (unadjusted
unrealized gain for the same period in 2008 of $28.3 million, unadjusted for the aforementioned Company's own
credit risk).
The Company had 315,160 ounces of forward gold sales remaining at a price of $574.25 per ounce as at September
30, 2009 (372,468 remaining at September 30, 2008).
The Company estimates that the Varvarinskoye Hedge represents approximately 57% of the gold production during
the remaining term of the Hedging Facility (January 2009 to June 2014), but only approximately 28% of the
current estimates (completed in January 2009) of probable reserves of gold at Varvarinskoye.
Administration charges
Administration charges for the quarter were $2.9 million, comprising $1.7 million for continuing operations and
$1.2 million for discontinued operations. The charge of $1.7 million for the quarter in relation to continuing
operations decreased by $0.8 million from the previous quarter due to lower legal and advisory fees pertaining
to the Varvarinskoye disposition.
Interest expense and income
The interest expense for discontinuing operations for the quarter was $1.8 million compared with $3.0 for the
same period in 2008. The charge for the quarter was made up of amortised deferred finance costs of $1.1 million
(same period in 2008 - $1.7 million) and $0.6 million accrued interest (same period in 2008 - $1.3 million) for
the Varvarinskoye debt facility.
FINANCIAL RESULTS FOR THE NINE MONTHS TO SEPTEMBER 30, 2009
For the nine months to September 30, 2009 the company made a net loss of $49.3 million (net loss of loss $59.0
million for the same period in 2008) consisting of a net loss from discontinued operations of $40.6 million and
a net loss from continuing operations of $8.7 million.
The net loss of $40.6 million from discontinued operations comprised of a gross operating profit of $16.7
million (September 30, 2008 gross operating loss of $16.1 million) offset by net losses on derivatives of $43.5
million (September 30, 2008 loss of $15.1 million), and administration and other charges for discontinued
operations of $13.8 million (September 30, 2008 $12.0 million).
Net losses on continuing operations of $8.7 million (September 30, 2008 of $15.8 million) were due to head
office administration and other charges.
/T/
Revenues - discontinued operations
9 months to September 9 months to
30, 2009 September 30, 2008
Revenues Revenues
Sales $000s Sales $000s
----------------------------------------------------------------------------
Sales
Gold - Dore oz 31,307 27,752 16,220 13,628
Gold - Concentrate oz 12,522 13,848 8,065 7,123
Copper - Concentrate lbs 10,995,016 23,328 4,274,212 10,246
---------- -----------
64,928 30,997
/T/
For the nine months to September 30, 2009 the Company invoiced sales of $67.4 million plus a future metal price
settlement adjustment of $2.0 million less treatment and refining charges of $4.5 million, resulting in
reported year to date revenues of $64.9 million ($31.0 million for the nine months to September 30, 2008).The
settlement adjustments were calculated using estimated final settlement prices for copper per lb between $1.46
-2.27 at the end of the quarter.
For the nine months to September 30, 2009, the Company made gold sales 43,829 oz (dore and concentrate) of
$41.6 million and achieving a net realized price of $949 / oz.
Copper concentrate sales were 10,995,016 lb with a net realised price of $2.12/ oz. This compares to a same
period in 2008 of 4,274,212 lbs with a net realised price of $2.40.
The increase in net prices realised for the gold and copper are a reflection of the continuing recovery in
world metal prices.
/T/
Cost of sales - discontinued operations
9 months to 9 months to
September September 30
2009 2008
Production
Total ore mined, tonnes 13,409 8,988
Total ore processed, tonnes 2,203 1,640
Metal produced
Copper concentrate, tonnes 24,436 13,638
Gold ounces 45,701 27,248
Operating expenses
Mining costs (18,537) (16,851)
Processing costs (19,841) (16,867)
Site costs (885) (1,514)
Stock and WIP adjustments (1,803) 4,901
Mineral extraction tax (3,641) -
----------------------------
(44,207) (30,331)
Selling and distribution costs (2,640) (3,580)
Depreciation, depletion and
amortisation (324) (12,514)
Accretion (569) (671)
----------------------------
Cost of sales (48,240) (47,096)
/T/
Costs of sales expenses were $48.2 million for the nine months to September 30, 2009, ($47.1 million for the
nine months ended September 30, 2008).
The increase in the cost of sales of $4.1 million for the three months to September 30, 2009 versus the prior
quarter was primarily due to increases in mining costs of $0.7 million, processing costs of $0.9 million and
stock and WIP adjustments of $2.5 million offset by a decrease in selling and distribution costs of $0.7
million due to the reduction in shipments in the quarter.
During the nine months to September 30, 2009, Varvainskoye mined a total of 13,409 kilo tonnes of ore
(including waste) with mining cost per tonne of $1.38, resulting in total year to date mining costs $18.5
million. This is compared to the previous year in which 8.9 kilo tonnes were mined but with a mining cost per
tonne of $1.87 giving total mining costs during the quarter of $16.9 million. The lower mining cost per tonne
for September 2008, $1.38, compared to September 2008, $1.87, was due to lower prepaid fuel and maintenance
charges in the period.
During the nine months to September 30, 2009, Varvarinskoye processed 2,203 kilo tonnes of ore versus $1.64
tonnes for the same period in 2008. This equates to a processing cost of $8.19 per tonne compared to $10.28 for
the same period in 2008. The reduction in the processing cost per tonne was due to lower prepaid consumables
from 2008.
Selling and distribution costs of $2.6 million compared to the comparative period of $3.6 million. The 2008
figure includes treatment and refining charges which were subsequently reclassified to revenues.
The depreciation charge of $0.3 million compared to $12.5 million for same period for 2008, is reflective of
the impairment of the Varvarinskoye project assets which were written down at the end of 2008.
Other (Expenses) Income
- Derivative instruments - discontinued operations
At September 30, 2009 the Company's derivative financial instruments were comprised solely of gold forward
sales contracts.
For the nine months ended September 30, 2009 the Company booked realised derivative losses of $20.7 million
(for the same period in 2008 - $20.6 million) representing 57,308 ounces of gold, which remained unpaid at
the end of the quarter.
The risk adjusted mark to market revaluation of the Company's derivative liabilities, from a strike price of
$574.25 per oz, as at September 30, 2009 at an average forward gold price of $915 per oz and a risk adjusted
rate for the Company in the range of 14% to 17% per annum, depending on the remaining term of the derivative
liability contracts, gave rise to an unrealized derivative loss for the period of $22.9 million (an unadjusted
gain for the same period in 2008 of $5.5 million).
The Company had 315,160 ounces of forward gold sales remaining at a price of $574.25 per ounce as at September
30, 2009 (372,468 remaining at September 30, 2008).
The Company estimates that the Varvarinskoye Hedge represents approximately 57% of the gold production during
the remaining term of the Hedging Facility (January 2009 to June 2014), but only approximately 28% of the
current estimates (completed in January 2009) of probable reserves of gold at Varvarinskoye.
- Administration charges
Administration charges were $9.7 million for the nine months to September 30, 2009, comprising $5.8 million for
continuing operations ($10.6 million for the same period in 2008) and $3.9 million for discontinued operations
($5.0 million for the same period in 2008).
For continuing operations, the reduction in administration charges compared to the same period in 2008, was due
to the severance and restructuring charges incurred in 2008 following the acquisition of Lero.
- Interest expense and income
Interest expenses for the nine months to September 30, 2009, were $7.5 million compared with $6.1 for the
same period in 2008. The charges include amortised deferred finance costs of $5.4 million (same period in 2008
- $1.8 million) and $1.9 million accrued interest (same period in 2008 - $4.3 million) for the debt facility.
- Foreign exchange losses
On February 4, 2009, the Kazakhstan Tenge was devalued from an exchange rate to the US$ of 120 Tenge to 150
Tenge. As a result of this devaluation, the Company recorded an exchange loss of $2.1 million during the nine
months to September 30, 2009. For the same period in 2008, the Company incurred a loss of $1.7 million which
related to an exchange loss on Rand 28.2 million recovered from South Africa in relation to the MDM litigation
(see note 14 of the financial statements).
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2009 the Company's main source of liquidity was unrestricted cash. In total the Company held
$3.4 million of unrestricted cash (December 31, 2008 $7.8 million), of which $0.7 million was held by
continuing operations (December 31, 2008 $6.2 million) and $2.7 million held by discontinued operations
(December 31, 2008 $1.6 million).
The Company measures its consolidated working capital as comprising free cash, inventory, and accounts
receivable, other assets and prepayments, less accounts payable and accrued liabilities, current portion of the
principal on long term debt and the current portion of derivative liabilities.
At September 30, 2009, the Company's consolidated working capital was a deficit of $180.2 million compared with
a working capital deficit of $21.1 million at September 30, 2008 and a deficit of $68.7 million at December 31,
2008.
The movement between September 30, 2009 and September 30, 2008 of $159.1 million was primarily due to: the
classification of all Varvarinskoye lender debt as current ($28.1 million movement); all derivative liabilities
as current ($108.5 million movement) and a reduction in short term inventory of $6.2 million; a decrease in
accounts payable and accrued liabilities are $2.3 million.
At December 31, 2008, the Company's consolidated working capital was a deficit of $68.7 million. The reduction
in consolidated working capital of $111.5 million between December 31, 2008 and September 30, 2009 was
primarily due to the re-classification of all derivative liabilities as current liabilities as at September 30,
2009 (resulting in a $103.8 million adverse movement) and the reduction of short term inventory by $1.3
million.
Following the completion of the sale of the Varvarinskoye Project to Polymetal on October 30, 2009 Orsu's short-
term liquidity is significantly improved. Orsu received an initial cash consideration from the sale of $8
million and estimates the initial net sale consideration, after all advisory, legal and other sale transaction
costs, to be approximately $5 million. This shall be used to settle any outstanding disposal costs, to fund the
Company's normal operating costs and ongoing exploration activities on its existing properties. Also, following
the completion of the sale, the Company and its remaining subsidiaries no longer have any outstanding long-term
debt and hedging obligations.
Whilst Orsu has received the initial sale consideration of $8 million, there exists significant uncertainty in
relation to the future receipt of any deferred consideration proceeds (up to a maximum entitlement of $12
million). Deferred consideration proceeds are based upon and affected by future gold and copper metal price
levels. This key factor is not under the control or influence of Orsu.
GOING CONCERN
While the Company's financial statements for the period ended September 30, 2009, have been prepared using
Canadian GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of
liabilities during the normal course of operations, the adverse conditions below cast significant doubt as to
the Company's ability to meet its obligations as they became due and, accordingly, the appropriateness of using
accounting principles applicable to going concern.
At September 30, 2009, the Company had a working capital deficit of $180.2 million, (December 31, 2008 -
working capital deficit of $68.7 million), accumulated losses of $557 million (December 31, 2008 - $541
million) and shareholders' deficiency of $124 million (December 31, 2008 - shareholders' deficiency of $109
million). At September 30, 2009 the Company was in default on payments as they fell due under the gold forward
contract obligations and the hedge counterparties were entitled to terminate any open derivative positions and
seek full repayment for all unsettled derivative obligations. For this reason all derivative liabilities have
been classified as current liabilities at September 30, 2009, contributing to the increase in the Company's
working capital deficit as at September 30, 2009 compared with December 31, 2008. In addition, the Company was
subject to commitments and contingencies as set out in notes 11 and 14 of the Company's financial statements.
Following a sharp deterioration in world copper metal prices and higher than expected operating costs at
Varvarinskoye, in the fourth quarter of 2008 the Company reviewed its Varvarinskoye mineral reserve and mineral
resource estimates and engaged an independent expert to update the mineral reserve estimates based upon a
reinterpretation of the central pit geology. Compared with the previous December 2006 Varvarinskoye Technical
Report, the remaining mine life from January 1, 2009 was reduced from 14 years to 8 years with a significant
reduction in estimated contained copper and gold metals. Coupled with management's long-term copper and gold
pricing forecasts, the Company's revised mineral reserve and mineral resource estimates for Varvarinskoye
created significant doubt regarding the Company's ability to generate sufficient cash flows from its mining
operations to meet its obligations under the Varvarinskoye Project finance debt facility with Investec Bank
Limited, Nedbank Limited and Natixis Bank (the "Lenders") and the unmargined gold forward sales contracts
entered into as a requirement of the debt facility.
The Company was unable to meet the first two repayment tranches under the long-term debt facility of $16.65
million due on December 31, 2008 and $19.4 million due on June 30, 2009, and payment of both tranches remained
outstanding as September 30, 2009. As at February 24, 2009, the Company was in breach of its permitted
indebtedness covenant with respect to trade creditors, both in respect of amounts and terms ("Permitted
Indebtedness"). This arose primarily due to temporary delays in shipping concentrate for sale. No waiver had
been obtained from the Lenders for this breach. The Company forecast that, in the absence of additional waivers
or modification of the debt terms, it would have remained unable to meet its 2009 scheduled repayment
obligations, would have remained in breach of its repayment terms and its Permitted Indebtedness covenants, and
was likely to breach additional covenants of its long-term debt facility. Failure to remedy existing or future
breaches and to comply with the debt repayment terms would have entitled the Lenders to demand immediate
repayment of all amounts owing (see note 6 of the Company's financial statements).
At September 30, 2009, the Company had an outstanding future obligation to settle 315,160 ounces of unmargined
forward gold sales contracts at a strike price of $574.25 per ounce, of which contracts for 23,018 ounces were
due for settlement during the remainder of 2009. This future obligation has been valued on a credit adjusted
mark to market basis at September 30, 2009 at $107.3 million. The practice of the Company had been to settle
the gold forward contracts as they fell due on the settlement date. Up to December 31, 2008, the Company had
settled contract amounts totalling $20.5 million as they fell due. However, the Company was unable to meet its
gold forward contract settlement obligations due between January 2009 and October 2009 of $20.7 million. Under
the cross default terms of the debt facility, a default on payments as they fall due under the gold forward
contract obligations entitled the Lenders to demand immediate repayment of all amounts owing under the term
debt facility and entitled the hedging counterparties to terminate any open derivative positions (see note 7 of
the Company's financial statements).
While the Company had been working with the Lenders for several months to refinance the Varvarinskoye Project
satisfactory arrangements were not reached and during this time the need for additional capital to fund the
Varvarinskoye Project increased to an estimated $15 million (comprised of US$5 million working capital and $10
million for capital projects), required to maintain operations at the Varvarinskoye Project and to achieve
management's objectives and plans for the Varvarinskoye Project.
Due to the length of time that continued discussions with the Lenders required, and in light of the lack of
refinancing alternatives generally available to the Company as a result of the current global credit and equity
market conditions and the Company's continued defaults, and with the desire to maximize shareholder value in
the face of alternative scenarios, the Company entered into a sale and purchase agreement dated June 13, 2009
with Open Joint Stock Company Polymetal ("Polymetal"), a Russian-based mining company, pursuant to which the
Company has agreed, subject to certain conditions, to sell to Polymetal all of its interest and obligations in
the Varvarinskoye Project.
On October 30, 2009 the sale of the Varvarinskoye Project to Polymetal was completed, resulting in the receipt
by Orsu of the initial sale consideration of $8 million and Orsu's release from all of its financial and
guarantor obligations in the Varvarinskoye Project. The completion of the sale removes all significant doubt as
to the Company's ability to meet its obligations as they become due and, accordingly, the use of the accounting
principles applicable to a going concern are appropriate for the current periods presented.
COMMITMENTS
/T/
The following table summarises the commitments of the Company as at
September 30, 2009:
----------------------------------------------------------------------------
2009 2010 2011 2012 2013 + Total
$ $ $ $ $ $
----------------------------------------------------------------------------
Long-term debt
(discontinued operations) 60,296 - - - - 60,296
Derivative liabilities
(discontinued operations) 30,585 35,224 33,744 28,390 34,830 162,773
Lease obligations
(continued operations) 110 - - - - 110
----------------------------------------------------------------------------
/T/
The amounts shown above for the derivative liabilities commitments represent the mark to market future cash
commitment excluding any credit risk adjustments.
RELATED PARTY TRANSACTIONS
For the nine months ended September 30, 2009 and 2008, the Company was party to the following transactions
involving related parties, all of which have been recorded at the exchange amount:
Dragon Management International Services Limited ("DIS") charged the Company a total of $55,049 (2008 -
$1,573,638) in respect of the provision of office facilities, general office overheads and recharged costs
incurred on behalf of the Company, ceased as at March 31, 2009. A former Chairman and director of the Company,
beneficially owns DIS.
Endeavour Financial Corp ("EFC") charged the Company a total of $171,463 (2008 - $3,612,391) in respect of the
provision of debt restructuring and consulting services. A former Chairman and director of the Company, is a
shareholder of EFC.
During the period ended September 30, 2009 the Company was charged $196,743 (2008 - $110,000) for rent and
service charges from Oriel PLC a company related through a common director (whom resigned September 19, 2008).
As at September 30, 2009, a total of $17,741 (2008 - $30,000) for related parties has been included in accounts
payable.
CORE ASSETS
Prior to the sale of the Varvarinskoye Project on October 30, 2009, Orsu's principal asset was the
Varvarinskoye Project. Orsu's other exploration and development projects include the Karchiga Volcanogenic
Massive Sulphide ("VMS") deposit in Kazakhstan and the Talas and Tokhtazan exploration licence areas in
Kyrgyzstan.
- Varvarinskoye Gold-Copper Mine, Kazakhstan - The Varvarinskoye Project is located in northwest Kazakhstan and
commenced production of gold dore in December 2007 and copper-gold concentrate in March 2008. In the third
quarter of 2009, the Varvarinskoye Project produced a total of 470,192 grams (15,117 troy oz) of gold and 1,266
tonnes of copper recovered to concentrate, compared to a total of 527,634 grams (16,939 troy oz) of gold and
1,547 tonnes of copper recovered to concentrate during second quarter of 2009. In January 2009, the Company
completed an updated mine plan, including updated mineral reserve and mineral resource estimates, for the
Varvarinskoye Project. The "qualified person" (as such term is defined in National Instrument 43-101) who
supervised the preparation of, and is responsible for, the 2009 updated mineral reserve and mineral resource
estimates for the Varvarinskoye Project is Mr Stephen Craig, Managing Director of Orelogy, Australia. The
complete technical report respecting the 2009 updated mineral reserve and mineral resource estimates (entitled
"Varvarinskoye Cu/Au Open Pit Mine, Mine Planning Study" and dated 30 January, 2009) can be viewed under the
Company's profile on SEDAR at www.sedar.com. Further discussion about the Varvarinskoye Project can be found in
the Review of Operations.
- Talas Exploration Licence Area, Kyrgyzstan - The Taldybulak copper-gold porphyry deposit is the primary
exploration property within the Taldybulak-Talas licence which comprises core assets of the Company in
Kyrgyzstan including the Taldybulak, Kentash, Barkol and Korgontash licences. In April 2008, the Company
completed a National Instrument 43-101 mineral resource estimate. In December 2008, Orsu announced it had
signed a joint venture agreement with Gold Fields for the further exploration and development of the Talas
licence area. The mineral resource estimates at Taldybulak were prepared by Julian Woodcock (Chief Geologist,
Orsu) and under the supervision of Matthew Boyes (Mineral Resources Manager, Orsu), a 'qualified person' (as
defined by National Instrument 43-101). These results were also reviewed and approved by Wardell Armstrong
International ("WAI"). However, WAI has relied upon the data presented by Lero in formulating its opinion.
WAI's complete technical report respecting the mineral resource estimates at Taldybulak (entitled "Technical
Report on the Exploration Licences Held by Lero Gold Corporation In Kyrgyzstan & Kazakhstan, Central Asia" and
dated May 2008) can be viewed on www.sedar.com. Further discussion about the Talas licence area can be found in
the Review of Operations.
- Tokhtazan Exploration Licence Area, Kyrgyzstan - The Tokhtazan exploration licence area is located in the
Jalal-Abad Oblast, western Kyrgyzstan and is covered by two exploration licences, Akdjol and Tokhtazan. Access
to the deposit is via the main Bishkek-Osh bitumen road for 400 km, then 14km on a gravel road. Further
discussion about the Tokhtazan licence area can be found in the Review of Operations
- Karchiga Copper Project, Kazakhstan - The ("Karchiga" or the "Karchiga Project") 47.3km(2) exploration
licence contains the Karchiga VMS deposit. The Karchiga copper-gold deposit is located in the extreme northeast
of the Republic of Kazakhstan, within 40km of the Chinese border and within the Rudny Altai belt which is
ranked in the top four VMS belts in the world. In April 2008, the Company released a National Instrument 43-101
mineral resource estimate. The mineral resource estimate at Karchiga was prepared by Matthew Boyes (Mineral
Resources Manager, Orsu), a "qualified person" (as defined by National Instrument 43-101). The mineral resource
estimation methodology was reviewed by WAI. Assays were conducted at the internationally certified Alex Stewart
Lab in Bishkek, Kyrgyzstan. Orsu operates a stringent QA/QC policy that includes external certified standard
samples and blanks in each individual batch sent for analysis. WAI's complete technical report respecting the
mineral resource estimates at Karchiga (entitled "Technical Report on the Exploration Licences Held by Lero
Gold Corporation In Kyrgyzstan & Kazakhstan, Central Asia" and dated May 2008) can be viewed on www.sedar.com.
Further discussion about the Karchiga Project can be found in the Review of Operations.
Qualified Person
Mr Matthew Boyes, who is Mineral Resources Manager for Orsu, and a "qualified person" (as such term is defined
in National Instrument 43-101) has reviewed and approved the technical information in the MD&A. Mr Boyes has
verified the data disclosed in the MD&A in respect of exploration results, including sampling and analytical
data underlying the information.
REVIEW OF OPERATIONS
VARVARINSKOYE GOLD-COPPER MINE, KAZAKHSTAN
Untilthe date of the Varvarinskoye Project sale on October 30, 2009, Orsu continued operations at
Varvarinskoye.
The Varvarinskoye Project is located 130 km southwest of Kostanai in northern Kazakhstan. The mine produces for
sale gold dore and copper-gold concentrate.
Mining and Processing Operations
Gold production during the third quarter of 2009 was less than that produced in previous quarter with 470,192
grams or just more than 15,000 troy ounces. Limitations in throughput caused by design deficiencies continue to
limit Varvarinskoye's gold production. During the third quarter of 2009, copper production was recorded at
1,266 tonnes contained in concentrate which was lower than previous quarter due to lower feed grade than
budget. In September 2009 the processing switched collector reagents as a result of lack of inventory which
affected the flotation recovery and concentrate grade.
During the third quarter of 2009, the plant faced higher soluble copper content in the leach feed which reduced
leach Au recovery and increased cyanide consumption. With the increase in cyanide consumption there was also an
increase in the use of peroxide.
Mining during the third quarter of 2009 continued to be hampered by poor availability of equipment. In addition
to the two large RH120 excavators being down a total of 565 hours, the 992 loader and the 385 excavators were
also down a total of 1,416 hours, so reducing the availability of the loading fleet by 23%. Major repairs and
overhauls were conducted on all of these units. Availability of trucks was also low during the quarter due to a
lack of available replacement tires. Drilling availability during the quarter was 85%. Two new DM30 blast hole
drills were commissioned during the quarter, the first in mid July and the second in early September.
Third Quarter 2009 Production
During the third quarter of 2009, the plant processed a total of 803,199 tonnes of ore.
A total of 470,192 grams (15,117 troy oz) of gold was produced during the third quarter of 2009, compared to
527,634 grams (16,964 troy oz) in the second quarter of 2009. Gold grade of feed to the flotation circuit
during the third quarter of 2009 was 1.21 g/t compared to 1.25 g/t in the second. Copper production during the
third quarter was 1,266 tonnes compared to 1,547 tonnes in the second quarter. Copper feed grade to the
flotation circuit was 0.75% during the quarter compared to 0.98% in the second quarter. Gold feed grade to the
leach circuit was 0.78 g/t in the quarter compared to 0.88 g/t in the second quarter.
/T/
Table 1: Varvarinskoye Operating Statistics:
-----------------------------------------------------------------------
3rd 2nd 1st
Varvarinskoye Quarter Quarter Quarter
Production 2009 2009 2009
-----------------------------------------------------------------------
Mining
-----------------------------------------------------------------------
Total mined tonnes 5,480,300 4,256,358 3,672,800
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Processing
-----------------------------------------------------------------------
Flotation
-----------------------------------------------------------------------
Processed tonnes 218,046 188,695 239,994
-----------------------------------------------------------------------
Grade Cu % 0.75% 0.98% 0.91%
-----------------------------------------------------------------------
Grade Au g/t 1.21 1.25 1.21
-----------------------------------------------------------------------
Recovery Cu to concentrate % 76.95% 83.5% 80.2%
-----------------------------------------------------------------------
Recovery Au to concentrate % 55.78% 59.2% 50.7%
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Leach
-----------------------------------------------------------------------
Processed tonnes 585,153 590,097 380,513
-----------------------------------------------------------------------
Grade Au g/t 0.78 0.88 0.94
-----------------------------------------------------------------------
Recovery Au (onto carbon) % 71.1% 73.1% 75.1%
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Metal Produced
-----------------------------------------------------------------------
Concentrate tonnes 7,049 7,779 9,608
-----------------------------------------------------------------------
Cu recovered to concentrate tonnes 1,266 1,547 1,743
-----------------------------------------------------------------------
Total gold produced grams 470,192 527,634 423,627
-----------------------------------------------------------------------
Total gold produced ounces 15,117 16,964 13,620
-----------------------------------------------------------------------
Table 1: Varvarinskoye Operating Statistics:
-----------------------------------------------------------------------
4th 3rd 2nd 1st
Varvarinskoye Quarter Quarter Quarter Quarter
Production 2008 2008 2008 2008
-----------------------------------------------------------------------
Mining
-----------------------------------------------------------------------
Total mined tonnes 4,281,200 3,930,900 2,319,200 2,738,400
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Processing
-----------------------------------------------------------------------
Flotation
-----------------------------------------------------------------------
Processed tonnes 295,663 187,603 184,948 62,698
-----------------------------------------------------------------------
Grade Cu % 0.84% 0.72% 0.99% 0.46%
-----------------------------------------------------------------------
Grade Au g/t 1.09 1.11 1.64 0.66
-----------------------------------------------------------------------
Recovery Cu to concentrate % 79.3% 82.0% 68.9% 57.6%
-----------------------------------------------------------------------
Recovery Au to concentrate % 49.5% 59.0% 51.3% 49.9%
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Leach
-----------------------------------------------------------------------
Processed tonnes 391,164 581,060 449,537 173,308
-----------------------------------------------------------------------
Grade Au g/t 0.83 0.61 0.60 0.79
-----------------------------------------------------------------------
Recovery Au (onto carbon) % 74.3% 69.5% 66.3% 68.6%
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Metal Produced
-----------------------------------------------------------------------
Concentrate tonnes 10,334 6,036 6,497 1,105
-----------------------------------------------------------------------
Cu recovered to concentrate
tonnes 1,962 1,106 1259 166
-----------------------------------------------------------------------
Total gold produced grams 416,175 375,022 349,522 122,979
-----------------------------------------------------------------------
Total gold produced ounces 13,380 12,057 11,237 3,954
-----------------------------------------------------------------------
/T/
Low Cost Project Upgrade
The Company had planned to expand the Varvarinskoye processing plant during 2009 with the addition of a
secondary low cost screening and crushing plant which was expected to significantly increase throughput in the
leach and flotation grinding circuits. However, no progress has been made on the project to date due to a lack
of available capital funds needed to progress it, as well as the pending sale of Varvarinskoye to Polymetal.
Construction of the project has, accordingly, been suspended. This suspension will have an impact on forward-
looking gold and copper production.
ORSU'S COPPER-GOLD EXPLORATION LICENCES IN KYRGYZSTAN & KAZAKHSTAN
The Company is also exploring and developing several advanced stage gold and copper deposits in the Tien Shan
metallogenic belt in Kyrgyzstan and the Rudny Altai metallogenic belt in Kazakhstan. The Tien Shan gold belt is
host to some of the world's largest copper-gold porphyries. The exploration projects are held by Orsu through
its wholly-owned subsidiary, Lero.
TALAS EXPLORATION LICENCE AREA, KYRGYZSTAN
The Talas exploration area comprises the core assets of the Company in Kyrgyzstan including the Taldybulak-
Talas, Kentash, Barkol and Korgontash licences. The primary exploration property is the Taldybulak-Talas
licence, hosting a copper-gold porphyry system.
For avoidance of confusion;
1. The Taldybulak-Talas copper-gold porphyry prospect within the Taldybulak-Talas exploration licence area is a
separate asset from the Taldybulak Levoberezhny gold deposit previously owned by Central Asia Gold Limited; and
2. The Talas Copper Gold Limited Liability Company, holder of the Taldybulak-Talas licence, is a separate
company from Talas Gold Mining Company, which was the owner of the Jerooy Gold Project.
TALDYBULAK-TALAS LICENCE
(100% owned by Orsu via Talas Copper Gold LLP)
Targeted Mineralisation
Copper-gold porphyry and high sulphidation gold mineralisation is associated with Late Ordovician dioritic-
dacitic stocks, intruding Lower Ordovician intermediate volcaniclastics. The Taldybulak-Talas copper-gold
porphyry deposit was discovered during the Soviet era, but had been subject to limited exploration.
Gold Fields Exploration Partnership
On 3 December 2008 Orsu announced the signing of a joint venture agreement (the "JV agreement") with Gold
Fields for the further exploration and development of the Talas licence area, north west Kyrgyzstan. Gold
Fields has become the project operator and Gold Fields has reimbursed Orsu for all exploration expenditures
incurred since March 2008 (approximately $3.5 million), as part of the agreed program and budget.
Under the JV agreement, Gold Fields has the right to:
- During Phase One: earn up to a 60% interest in the joint venture company which is the indirect owner of the
Taldybulak-Talas, Barkol, Kentash and Korgontash properties in the Talas region by funding exploration
expenditures of CAD$10 million;
- During Phase Two: increase its effective interest in the project by a further 10% (to a total of 70%) by
funding the lesser of (i) exploration expenditures of up to a further CAD$10 million, or (ii) exploration
expenditures required to complete a feasibility study, pursuant to approved programmes and budgets; and
- After Phase Two: act as lead arranger to obtain any further project financing for the project development,
for which Gold Fields will receive a 1.5% arrangement fee. Gold Fields and Orsu will otherwise contribute to
the project requirements on a pro-rata basis through to project development.
Phase One will conclude no later than 13 August, 2010. During Phase One, the funding will be focused on
exploration work in all Talas licence areas with an emphasis on further defining known mineralised systems and
their strike extensions. In addition, Gold Fields is due to complete an in-house scoping study of the
Taldybulak-Talas deposit in the Taldybulak licence during 2009. Phase Two will continue for an additional
period of up to three years after completion of Phase One and will include the provision to include additional
mineral resources in the case of further exploration success in the Talas project area.
Exploration Update
The previously announced 2008 / 2009 drilling programme, which is intended to better delineate the extent and
geometry at Taldybulak Central and assess the additional tonnage potential through the testing of peripheral
targets of the central high grade core, was fulfilled. An overall exploration expenditure of CAD$7.8 million
budgeted for the exploration of the Talas exploration area in 2009 was funded by Gold Fields.
/T/
Table 2: Proposed 2008-2009 Drilling Programme Within the Taldybulak-Talas
Exploration Licences
----------------------------------------------------------------------------
Licence Proposed
Area Purpose Target Metres
----------------------------------------------------------------------------
Drill out Taldybulak Central 7,000m
-----------------------------------------------------------------
Taldybulak West extension & Taldybulak
Taldybulak Exploration Central deeps 2,000m
-----------------------------------------------------------------
Exploration Taldybulak East 2,000m
----------------------------------------------------------------------------
Barkol Exploration Taldybulak West IP Anomaly 3,000m
----------------------------------------------------------------------------
Taldybulak East extension in to
Exploration Mag & IP Anomaly 800m
-----------------------------------------------------------------
Lower Kentash
(Dzhangiturmish SE extension)
Kentash Exploration SW Soils & IP Anomaly 1,000m
-----------------------------------------------------------------
Exploration Kokkiya 400m
----------------------------------------------------------------------------
Korgontash Exploration Tokhtonnisai 800m
----------------------------------------------------------------------------
TOTAL 17,000m
----------------------------------------------------------------------------
/T/
As of 31 July 2009, 19,772.3m have been drilled from AFE1 representing 116% of the planned 17,000m.
In August 2009, Gold Fields committed additional expenditure of US$2.77 million to complete its Phase One earn-
in into the project, which is expected to be completed during Q1 2010. As at September 27, 2009, 2,241.2m have
been drilled from AFE2 representing 60% of the additionally planned 3,750m. The total drilling during the JV
programme is 22013.5 m.
Table 3 below shows some of the best intercepts of infill drilling for the central part of the Taldybulak-Talas
porphyry system during Q3 2009.
Table 3: Significant intersections received in August and September 2009 (Composited using 0.3g/t Au cut-off,
minimum thickness of 20m, max internal waste 15m).
/T/
----------------------------------------------------------------------------
Drill Hole From (m) To (m) Length (m) Au g/t Cu%
----------------------------------------------------------------------------
TB0040 128.0 166.0 38.0 0.76 0.36
----------------------------------------------------------------------------
TB0040 186.0 274.0 88.0 1.51 0.20
----------------------------------------------------------------------------
TB0040 308.00 506.00 197.93 1.83 0.26
----------------------------------------------------------------------------
----------------------------------------------------------------------------
TB0062 502.0 652.0 150.0 0.73 0.23
----------------------------------------------------------------------------
TB0062 678.0 784.0 106.0 0.84 0.10
----------------------------------------------------------------------------
----------------------------------------------------------------------------
TB0068 32.0 150.0 118.0 1.45 0.27
----------------------------------------------------------------------------
TB0068 188.0 214.0 26.0 0.69 0.03
----------------------------------------------------------------------------
TB0068 254.0 460.0 206.0 1.05 0.17
----------------------------------------------------------------------------
----------------------------------------------------------------------------
TB0069 430.0 598.0 168.0 0.97 0.22
----------------------------------------------------------------------------
/T/
10 metallurgical samples were collected and prepared and 1.5 tonnes of material delivered to Dawson's
Metallurgical Labs in Salt Lake City, USA. Results expected in Q4 2009.
BARKOL LICENCE
(100% owned by Orsu via Talas Copper Gold LLP)
Targeted Mineralisation
Copper-gold porphyry mineralisation
Exploration Update
During Q3 2009, the Company undertook limited drill testing within the Barkol licence area. During Q3 2009, the
Company has initiated scout drilling on the Quartz Ridge target which is a 50m wide x 400m long ridge of quartz
veins and stockwork with rock chip assays in the 1-10 g/t Au range. Orsu will provide an update in due course.
Regional exploration work was undertaken within Q2 and Q3 2009 and included the assessment of several new
exploration prospects within the Barkol licence. Several new valid prospects were recognised within the north
western corner of the Barkol-Chonur area and occur in the same structure as the Taldybulak prospect.
KORGONTASH LICENCE
(100% owned by Orsu via Talas Copper Gold LLP)
Targeted Mineralisation
Palaeozoic copper-gold porphyry and associated skarn and quartz vein hosted mineralisation.
Exploration Update
In the third quarter of 2009, the Company has mobilised the drill rig to the Korgontash licence and started
drilling the Tokhtonnisai prospect, aiming to test potential porphyry mineralisation underneath Cu-Au skarn,
exposed at the surface.
KENTASH LICENCE
(100% owned by Orsu via Talas Copper Gold LLP)
Targeted Mineralisation
Palaeozoic copper-gold porphyry and associated skarn and quartz vein hosted mineralisation.
Exploration Update
Limited work has been performed on the Kentash licence to date, however stream sediment geochemistry completed
during 2006 returned high copper and gold values, indicating potential for further occurrences of
mineralisation along the corridor linking Andash and Taldybulak.
During 2007 Lero completed a widely-spaced soil geochemical survey over the entire Kentash licence which
returned gold, copper and molybdenum anomalies within three areas. In addition, a widely-spaced IP survey
during 2007 revealed chargeability anomalies in the central part of the licence. These anomalies are due to be
further assessed during 2009.
During the third quarter of 2008 three pole-dipole induced polarisation ("PD-IP") lines totalling 9.55 km were
completed in the Kentash licence over the southwest anomaly. At the end of the fourth quarter 2008 assays were
received for Kentash soil sampling programme. A comprehensive review is due to be undertaken during 2009 to
ascertain if any new geochemical targets can be identified. During Q1 2009, the Company undertook limited drill
testing of the licence area, totalling 506 m to test the geophysical anomaly.
TOKHTAZAN EXPLORATION LICENCE AREA, KYRGYZSTAN
Tokhtazan Licence
(100% owned by Orsu via Oriel in Kyrgyzstan LLP)
Exploration Update
Within the 2008 / 2009 exploration programme, works undertaken within the Tokhtazan licence included 1,540m3 of
trenching and road cutting, with 640 samples being collected.
In total, 3,102 samples have been delivered to the Alex Stewart laboratory (Karabalta, Kyrgyzstan) for
analysis. All core drilled has been sampled and all results received for diamond drilling.
An exploration programme including trenching, geophysics and RC drilling, is currently being implemented for
the Tokhtazan project area. In 2009, the Company has a work commitment to drill 2,200m within the licence.
Akdjol Licence
(100% owned by Orsu via Oriel in Kyrgyzstan LLP)
Exploration Update
An exploration programme including trenching, geophysics and drilling, is being implemented for the Akdjol
project area. In 2009, the Company has a work commitment to drill 1,000m within the licence.
As at the date of the MD&A, the Company has cut seven main and four short trenches with a total length of 591m
(4,000m3). A total of 510 channel samples (5x10cm) have been collected.
The trenching tested the outcropping part of mineralisation over 230m along the strike, at 40m to 60m apart.
Within this zone, there are three visually distinctive areas of epithermal style hydro-thermal alteration.
Trench 3 has intercepted a visually recognisable mineralised zone with actual thickness of approximately 15m,
whereas at the same location earlier works showed three ore bodies, each 2m to 3m thick. In addition, within
the conglomerate horizon there is an apparent zone of intensive silicification with disseminated pyrite and
galenite, with visible thickness of 5m to 8m. Characteristics and dimensions of this zone will be studied
during further exploration work.
Assessment of the gold mineralisation zone along the strike is hampered by 4m to 5m of thick loose material.
This area also coincides with another geophysical anomaly discovered during July 2009. The entire visually
recognizable footprint of the Akjol hydrothermal alteration is 700 m long and up to 50 m wide.
Drilling is scheduled to commence in October 2009.
KARCHIGA EXPLORATION LICENCE, KAZAKHSTAN
Karchiga Project
(70% owned by Orsu via GRK MLD LLP)
Targeted Mineralisation
Copper VMS
Exploration Update
Drilling works within the 2008 / 2009 exploration programme focused on the Central and North East lodes of the
Karchiga Project. The primary scope of the 2008 / 2009 programme is designed to upgrade the previously reported
mineral resource estimate at the Karchiga Project to Measured and Indicated categories under National
Instrument 43-101.
Further to information provided within the second quarter 2009 MD&A, metallurgical test work on Karchiga
sulphide ores is continuing. Ninety eight samples have been retaken to repeat internal geological control
assays, where discrepancies with the primary results were discovered. These 98 samples have been resent to the
Alex Stewart Lab in Kara Balta and the results have been received and processed. The assays showed good
precision of the primary and control results for all grades of copper, zinc, gold, silver, cobalt and cadmium
in all grades.
Results of the geochemical sample analysis carried out to verify barren areas showed elevated Cu grades (over
0.1%). Core samples from these intervals were sent for chemical analysis and only 12 out of 60 samples showed
Cu grades of over 0.3% (from 0.35 to 0.75%). All the intervals are contained within the oxide zone and have no
effect on the earlier designed model of the deposit.
To satisfy State Reserve Commission of Kazakhstan (GKZ) requirements, VNIITsvetmet, an Ust-Kamenogorsk-based
institute, has been tasked with undertaking external geological control of the assays for copper, zinc, gold,
silver, cobalt and cadmium in 352 samples from Karchiga, primarily assayed in the Alex Stewart Lab.
The Company is also undertaking all necessary works for local resource approval in Kazakhstan.
The scheduled seasonal hydrological works were completed at Karchiga in September. Twelve water samples have
been taken from drill-holes and surface springs and the ground water level has been measured in 68 holes. All
samples have been sent for assaying.
/T/
Orsu Metals Corporation
Consolidated Balance Sheets
For the Period Ended 30 September 2009 (Unaudited) and 2008
----------------------------------------------------------------------------
September 30, December 31,
2009 2008
$ $
Assets
Current assets
Cash and cash equivalents 745 6,200
Other assets 1,685 1,296
Current assets related to discontinued
operations 25,006 26,280
--------------------------
27,436 33,776
Property, plant and equipment 28,346 28,827
Net investment in oil and gas residual
interests 884 884
Long term assets related to discontinued
operations 48,177 43,170
--------------------------
104,843 106,657
--------------------------
--------------------------
Liabilities
Current liabilities
Accounts payable and accrued liabilities 3,790 2,644
Current liabilities related to discontinued
operations 203,814 99,768
--------------------------
207,604 102,412
Future income tax 6,877 6,877
Long term liabilities related to discontinued
operations 13,925 106,130
--------------------------
228,406 215,419
--------------------------
Shareholders' Deficiency
Share capital 361,440 361,440
Share purchase warrants 48,650 48,650
Share purchase options 17,176 19,000
Contributed surplus 6,512 2,715
Deficit (557,341) (540,567)
--------------------------
(123,563) (108,762)
--------------------------
104,843 106,657
--------------------------
--------------------------
Orsu Metals Corporation
Consolidated Statements of Operations, Comprehensive Loss and Deficit
For the Period Ended 30 September 2009 and 2008 (Unaudited)
----------------------------------------------------------------------------
Three months ended Nine months ended
September 30 September 30
2009 2008 2009 2008
$ $ $ $
(Expenses) / income
General and
administrative (1,694) (1,377) (5,768) (10,595)
Exploration (639) (2,971) (1,012) (3,030)
Stock-based compensation (411) (1,497) (1,973) (1,744)
Interest expense (227) (9) (268) (213)
Interest income 197 129 235 214
Foreign exchange gains/
(losses) 113 16 45 (341)
---------------------------------------------------
Loss from continuing
operations (2,661) (5,709) (8,741) (15,709)
Income tax - (44) - (44)
---------------------------------------------------
---------------------------------------------------
Net (loss) from
continuing
operations (2,661) (5,753) (8,741) (15,753)
Net (loss)/ profit from
discontinued
operations (21,076) 1,720 (40,576) (43,267)
---------------------------------------------------
(Loss) and comprehensive
(loss) for the period (23,737) (4,033) (49,317) (59,020)
---------------------------------------------------
Deficit - Beginning of
period - as
previously stated (533,604) (272,942) (540,567) (217,955)
Adjustment on adoption
of EIC 173 - - 32,543 -
Deficit - Beginning of
period-Restated (533,604) - (508,024) (217,955)
---------------------------------------------------
Deficit - End of period (557,341) (276,975) (557,341) (276,975)
---------------------------------------------------
---------------------------------------------------
(Loss) per common share
(Loss) per common share
from Continued
Operations $(0.01) $(0.02) $(0.02) $(0.05)
(Loss) per common share
including Discontinued
Operations $(0.05) $(0.01) $(0.11) $ (0.19)
---------------------------------------------------
---------------------------------------------------
Weighted average number
of common shares
Basic and diluted 456,959 310,152 456,959 310,152
---------------------------------------------------
---------------------------------------------------
Orsu Metals Corporation
Consolidated Statements of Cash Flows
For the Period Ended 30 September 2009 and 2008 (Unaudited)
----------------------------------------------------------------------------
Three months to Nine months to
September 30 September 30
2009 2008 2009 2008
Cash flows from continuing operating
activities $ $ $ $
Net (loss) for the period from continuing
activities (2,661) (5,753) (8,741) (15,753)
Items not affecting cash
Depreciation, amortization and deferred
finance charges 70 33 173 55
Stock-based compensation 412 1,579 1,973 1,744
Unrealized foreign exchange gain - (562) - -
Accrued interest income - (200) - -
Warrants issued to agents - - - 186
----------------------------------
(2,179) (4,903) (6,595) (13,768)
Change in non-cash working capital
Increase in accounts receivable and other
assets (120) (1,049) (395) (909)
Increase in accounts payable and accrued
liabilities 919 (3,896) 1,970 (341)
----------------------------------
Cash flows used in continuing operations (1,380) (9,848) (5,020) (15,018)
Cash flows (used)/ from investing
activities
Expenditures on property, plant and
equipment (175) - (435) -
Acquisition of Lero, net of cash
acquired - 577 - 21,611
----------------------------------
Cash flows used in investing activities (175) 577 (435) 21,611
Cash flows from/ (used) in financing
activities
Proceeds from exercise of stock options - 102 - 1,324
Proceeds from debt - - - 5,000
Funding to discontinued operations - (3,145) - (38,990)
Lero cash advances to EMC
pre-acquisition - - - 25,000
Repayment of debt - - - (5,000)
----------------------------------
Cash flows from/ (used) in financing
activities - (3,043) - (12,666)
(Decrease) increase in cash and cash
equivalents from operations :-
Continuing operations (1,555) (12,314) (5,455) (6,073)
----------------------------------
----------------------------------
Discontinued operations (1,998) (4,342) 1,121 (1,326)
Cash and cash equivalents -
Beginning of period:
Continuing operations 2,300 29,046 6,200 22,805
----------------------------------
----------------------------------
Discontinued operations 4,693 5,461 1,574 2,445
Cash and cash equivalents -
End of period:
Continuing operations 745 16,732 745 16,732
----------------------------------
----------------------------------
Discontinued operations 2,695 1,119 2,695 1,119
----------------------------------
Consolidated cash and cash
equivalents at end of
period 3,440 17,851 3,440 17,851
----------------------------------
----------------------------------
/T/
FORWARD-LOOKING INFORMATION
The MD&A 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, the final amount of advisory, legal and other costs arising from the sale of the
Varvarinskoye project and the amount of deferred consideration that may be payable to the Company by Polymetal
pursuant to the sale of the Varvarinskoye Project; the Company's intended use of the proceeds raised from the
sale of the Varvarinskoye Project; the anticipated timing for completion of the Taldybulak-Talas scoping study;
completion of the follow-up work at Korgontash; the expected timing of the commencement of investigations of
the anomalies identified at Barkol and Kentash; development and operational plans and objectives; the Company's
expectation of financial support and the timing amount and use of same with respect to the joint venture
agreement Gold Fields with respect to the Barkol, Kentash, Taldybulak and Korgontash licences; the potential
for additional mineralisation and deep-seated magnetic (intrusion) at Korgontash; the proposed work programs
for the Company's exploration properties and their respective timing; the proposed meters to be drilled at
Taldybulak; the potential for further occurrences of mineralization at Kentash; the planned comprehensive
review at Kentash to determine if new geochemical targets can be identified; expectations regarding the
upgrading of the mineral resource categories of the Karchiga Project to Measured and Indicated; the potential
for a joint venture with Gold Fields; the timing and planned provision of an update regarding metallurgical
test-work at Karchiga; current long-term copper and gold pricing forecasts; the impact of certain changes in
accounting policies; estimates relating to critical accounting policies; the Company's plans with respect to
the conversion to IFRS, including the Company's expected timing for implementing same and the development of an
effective plan; the continuation of assessments relating to resource and training requirements; the Company's
plans with respect to the preparation of more complete disclosure of the implementation of IFRS exceptions and
exemptions as well as the impact of IFRS on amongst other things the Company's accounting policies, information
technology and data systems; and the Company's plans for adopting and/or implementing changes to accounting
policies; and the Company's expectations with respect to pursuing new opportunities.
The forward-looking information in the MD&A 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 the MD&A, the Company has made assumptions regarding, among other things, the treatment of the
Varvarinskoye Project as discontinued operations, the Company's ability to generate sufficient cash flow from
operations and capital markets to meet its future obligations following the disposition of the Varvarinskoye
Project, the effectiveness of the Company's design relating to the implementation, the duration of the
Company's financial instruments and other assumptions relating to the Company's critical accounting policies,
the regulatory framework in Kazakhstan and Kyrgyzstan with respect to, among other things, permits, licences,
authorisations, royalties, taxes and environmental matters, and the Company's ability to continue to obtain
qualified staff and equipment in a timely and cost-efficient manner to meet the Company's demand.
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 the nature of mineral exploration and mining; capital and operating costs varying
significantly from estimates; inflation; changes in exchange and interest rates; adverse changes in commodity
prices; the ability to obtain required financing; adverse general market conditions; inability to delineate
additional mineral resources or reserves; future unforeseen liabilities and other factors including, but not
limited to, those listed under "Risk and Uncertainties" in the MD&A.
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.
Any mineral resource figures referred to in the 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 reserve 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.
Additional information about the risks and uncertainties of the Company's business is provided in its
disclosure materials, including its Annual Information Form, dated April 24, 2009 (the "Annual Information
Form") available under the Company's profile on SEDAR at www.sedar.com.
-30-
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 Adams Limited
Ryan Gaffney
+44 (0) 20 7050 6500
OR
Vanguard Shareholder Solutions
Keith Schaefer
+1 604 608 0824
-0-
Orsu Metals Corporation
More |
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| 12-11-09 | RNS |
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FOR: ORSU METALS CORPORATION TSX SYMBOL: OSU, OSU.WT.A, OSU.WT.B AIM SYMBOL: OSU November 12, 2009 Orsu Announces Share Consolidation LONDON, UNITED KINGDOM--(Marketwire - Nov. 12, 2009) - Orsu Metals Corporation ("Orsu" or the "Company") (TSX:OSU)(TSX:OSU.WT.A)(TSX:OSU.WT.B)(AIM:OSU), the London-based precious and base metals exploration and development company, announces that the Board of Directors has approved a consolidation of the Company's common shares on a ten for one basis (the "Consolidation") to be effective 24 November 2009 ("the Effective Date"). The Consolidation will affect all shareholders uniformly and no fractional shares will be issued. Fractional share interests resulting from the Consolidation will be rounded up to the nearest whole share. Registered shareholders will be sent a letter of transmittal by the Company's transfer agent, Computershare Investor Services Inc., on or about 24 November 2009 to be used by such shareholders in order to receive new certificates representing their shareholdings post-consolidation. A copy of the letter of transmittal will also be available under the Company's profile on SEDAR at www.SEDAR.com. The Consolidation results in an adjustment to the exercise price and to the number of warrant shares that are purchasable upon the exercise of the Company's listed warrants (OSU.WT.A and OSU.WT.B) issued pursuant to a warrant indenture dated 11April 2005 (the "2005 Warrants") and a warrant indenture dated 21 March 2006 (the "2006 Warrants", and together with the 2005 Warrants, the "Warrants"). On the Effective Date, the exercise price of the 2005 Warrants will be changed to $12.00 per warrant share and the exercise price of the 2006 Warrants will be changed to $15.50 per warrant share. In addition, the number of warrant shares that are purchasable in connection with each whole Warrant represented by a warrant certificate will be 0.1 warrant shares. No fractional warrant shares will be issued on exercise of the Warrants as a result of the Consolidation and the provisions of the applicable warrant indenture relating to fractional interests will continue to apply to the warrant shares following the Effective Date. The existing warrant certificates will continue to represent the Warrants, as adjusted, and no action is required by holders of the Warrants. The above adjustments will be factored into any exercise of Warrants by the holders following the Effective Date. Prior to the Consolidation the Company has the following securities: 456,959,226 ordinary shares of no par value 71,888,240 listed 2005 Warrants 40,451,249 listed 2006 Warrants 16,208,031 non-listed warrants 33,150,000 options -30- FOR FURTHER INFORMATION PLEASE CONTACT: Orsu Metals Corporation Petro Mychalkiw Chief Finance Officer +44 (0) 20 7518 3999
OR Orsu Metals Corporation Tania Tchedaeva Company Secretary +44 (0) 20 7518 3999 www.orsumetals.com
OR Canaccord Adams Limited Ryan Gaffney +44 (0) 20 7050 6500
OR Vanguard Shareholder Solutions Keith Schaefer +1 604 608 0824
OR Computershare Investor Services Inc. Within North America: 1-800-564-6253 Outside North America : 1-514-982-7555 corporateactions@computershare.com -0- Orsu Metals Corporation More |
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| 12-11-09 | RNS |
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FOR: ORSU METALS CORPORATION TSX, AIM SYMBOL: OSU November 12, 2009 Orsu Announces Board Changes LONDON, UNITED KINGDOM--(Marketwire - Nov. 12, 2009) - Orsu Metals Corporation ("Orsu" or the "Company") (TSX:OSU)(AIM:OSU), the London-based precious and base metals exploration and development company, announces the following changes to the Board of Directors and management, effective from 12 November 2009, following the sale of the Company's Varvarinskoye gold-copper project in Kazakhstan to OJSC Polymetal:
Executive Chairman, Dr Sergey V Kurzin commented: "We are extremely grateful to Mr Takhirzhan Baratov for his past contribution to the group, primarily as Chairman of the Board of Varvarinskoye and we look forward to continuing our successful collaborative working relationship with Mr Takhirzhan Baratov on Orsu's remaining and potential future exploration and development projects in the Republic of Kazakhstan. Dr Alexander Yakubchuk's new position on the board reflects Orsu's focus on its exploration and development portfolio and its pursuit of new opportunities and assets in countries of the Former Soviet Union, following the sale of the Company's Varvarinskoye gold-copper project in Kazakhstan to OJSC Polymetal." -30- FOR FURTHER INFORMATION PLEASE CONTACT: Orsu Metals Corporation Dr Sergey Kurzin Executive Chairman +44 (0) 20 7518 3999
OR Orsu Metals Corporation Tania Tchedaeva Company Secretary +44 (0) 20 7518 3999 www.orsumetals.com
OR Canaccord Adams Limited Ryan Gaffney +44 (0) 20 7050 6500
OR Vanguard Shareholder Solutions Keith Schaefer +1 604 608 0824 -0- Orsu Metals Corporation More |
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Roll back on 24th, stock may drop after, 10 to 1 so spread should be a lot better than today
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where theres life theres hope
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FOR: ORSU METALS CORPORATION
TSX SYMBOL: OSU, OSU.WT.A, OSU.WT.B AIM SYMBOL: OSU November 12, 2009 Orsu Announces Share Consolidation LONDON, UNITED KINGDOM--(Marketwire - Nov. 12, 2009) - Orsu Metals Corporation ("Orsu" or the "Company") (TSX:OSU)(TSX:OSU.WT.A)(TSX:OSU.WT.B)(AIM:OSU), the London-based precious and base metals exploration and development company, announces that the Board of Directors has approved a consolidation of the Company's common shares on a ten for one basis (the "Consolidation") to be effective 24 November 2009 ("the Effective Date"). The Consolidation will affect all shareholders uniformly and no fractional shares will be issued. Fractional share interests resulting from the Consolidation will be rounded up to the nearest whole share. Registered shareholders will be sent a letter of transmittal by the Company's transfer agent, Computershare Investor Services Inc., on or about 24 November 2009 to be used by such shareholders in order to receive new certificates representing their shareholdings post-consolidation. A copy of the letter of transmittal will also be available under the Company's profile on SEDAR at www.SEDAR.com... More | View thread (1) | Respond | Login to Vote up | Login to Vote down |
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FOR: ORSU METALS CORPORATION
TSX, AIM SYMBOL: OSU November 12, 2009 Orsu Announces Board Changes LONDON, UNITED KINGDOM--(Marketwire - Nov. 12, 2009) - Orsu Metals Corporation ("Orsu" or the "Company") (TSX:OSU)(AIM:OSU), the London-based precious and base metals exploration and development company, announces the following changes to the Board of Directors and management, effective from 12 November 2009, following the sale of the Company's Varvarinskoye gold-copper project in Kazakhstan to OJSC Polymetal: Mr Takhirzhan Baratov has resigned as Executive Director of Orsu and shall be retained as an executive advisor to Orsu for its remaining and potential future exploration and development projects in the Republic of Kazakhstan; Dr Alexander Yakubchuk, formerly Orsu's Director of Exploration, remains on the board in his newly appointed position as Orsu's Chief Operating Officer. Executive Chairman, Dr Sergey V Kurzin commented: "We are extremely grateful to Mr Takhirzhan Baratov for his past contribution to the group, primarily as Chairman of the Board of Varvarinskoye and we look forward to continuing our successful collaborative working relationship with Mr Takhirzhan Baratov on Orsu's remaining and potential future exploration and development projects in the Republic of Kazakhstan. Dr Alexander Yakubchuk's new position on the board reflects Orsu's focus on its exploration and development portfolio and its pursuit of new opportunities and assets in countries of the Former Soviet Union, following the sale of the Company's Varvarinskoye gold-copper project in Kazakhstan to OJSC Polymetal." More | View thread (1) | Respond | Login to Vote up | Login to Vote down |
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