Exhibit 99.1
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2008
(Expressed in Canadian Dollars)
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2008
(Expressed in Canadian Dollars)
Responsibility for Interim Unaudited Consolidated Financial Statements
The accompanying unaudited interim consolidated financial statements for NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.) have been prepared by management in accordance with Canadian generally accepted accounting principles consistently applied. The most significant of these accounting principles have been set out in the audited December 31, 2007 consolidated financial statements. Only changes in accounting information have been disclosed in these unaudited interim consolidated financial statements. These unaudited interim consolidated financial statements are presented on the accrual basis of accounting. Accordingly, a precise determination of many asset and liabilities is dependent upon future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Company is responsible for both the integrity and objectivity of these unaudited interim consolidated financial statements, management is satisfied that these unaudited interim consolidated financial statements have been fairly presented.
The accompanying unaudited interim consolidated financial statements of NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.) for the three months ended March 31, 2008 have been approved by the Audit Committee and Board of Directors of the Company. These unaudited interim consolidated statements have not been audited, reviewed or verified by the Company’s external auditors or any other accounting firm.
The accompanying notes are an integral part of these consolidated financial statements.
-1-
NWT URANIUM CORP. | | | | | | |
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.) | | | | | | |
(AN EXPLORATION STAGE COMPANY) | | | | | | |
Interim Consolidated Balance Sheets | | | | | | |
(Expressed in Canadian Dollars) | | | | | | |
(Unaudited) | | March 31 | | | December 31 | |
| | 2008 | | | 2007 | |
| | | | | | |
Assets | | | | | | |
| | | | | | |
Current | | | | | | |
Cash | $ | 481,853 | | $ | 905,473 | |
Short term investments (Note 2) | | 11,950,061 | | | 12,318,540 | |
Due from Niger Uranium Limited (Notes 7 and 8) | | 584,192 | | | 576,133 | |
Amounts receivable and prepaid expenses | | 333,313 | | | 481,520 | |
| | | | | | |
| | 13,349,419 | | | 14,281,666 | |
| | | | | | |
Property expenditures advances | | 61,119 | | | 61,119 | |
Fixed assets (Note 3) | | 663,286 | | | 676,627 | |
Equity investment in Niger Uranium Limited (Note 8) | | 15,982,500 | | | 15,982,500 | |
Interest in exploration properties and deferred exploration expenditures (Note 4 and statement) | | 5,581,422 | | | 5,339,961 | |
| | | | | | |
| $ | 35,637,746 | | $ | 36,341,873 | |
| | | | | | |
Liabilities and Shareholders' Equity | | | | | | |
| | | | | | |
Current | | | | | | |
Accounts payable and accrued liabilities (Note 7) | $ | 427,087 | | $ | 628,670 | |
Income taxes payable (Note 12) | | 3,082,839 | | | 3,312,134 | |
| | | | | | |
| | 3,509,916 | | | 3,940,804 | |
Future income tax liability (Note 12) | | 438,500 | | | 353,400 | |
| | | | | | |
| | 3,948,416 | | | 4,294,204 | |
| | | | | | |
Shareholders' equity | | | | | | |
Common shares (statement) | | 19,633,843 | | | 18,574,843 | |
Warrants (Note 5 and statement) | | 3,138,900 | | | 3,138,900 | |
Contributed surplus (statement) | | 2,987,893 | | | 2,944,657 | |
Accumulated retained earnings (deficit) | | 5,928,694 | | | 6,389,269 | |
| | | | | | |
| | 31,689,330 | | | 32,047,669 | |
| | | | | | |
| $ | 35,637,746 | | $ | 36,341,873 | |
| | | | | | |
NATURE OF OPERATIONS(Note 1) | | | | | | |
COMMITMENTS(Note 4) | | | | | | |
SUBSEQUENT EVENTS(Note 13) | | | | | | |
APPROVED ON BEHALF OF THE BOARD:
Signed"Marek Kreczmer", Director Signed"Simon Lawrence", Director
The accompanying notes are an integral part of these consolidated financial statements.
-1-
NWT URANIUM CORP. | | | | | | | | | | | | |
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.) | | | | |
(AN EXPLORATION STAGE COMPANY) | | | | | | | | | | | | |
Interim Consolidated Statements of Operations and Comprehensive Income (Loss) | |
(Expressed in Canadian Dollars) | | | | | | | | | | | | |
(Unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | Cumulative from | |
| | | | | | | | | | | inception | |
For the three months ended March 31, | | | | | 2008 | | | 2007 | | | to March 31, 2008 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Stock based compensation expense (Note 7) | | | | $ | 102,236 | | $ | 56,318 | | $ | 2,525,113 | |
Management and administrative services | | | | | 157,248 | | | 121,235 | | | 1,553,525 | |
Investor relations and promotion | | | | | 9,415 | | | 79,475 | | | 1,249,384 | |
Professional fees | | | | | 213,594 | | | 20,800 | | | 1,002,355 | |
Office and administration | | | | | 50,685 | | | 38,425 | | | 416,493 | |
Travel expenses | | | | | 27,854 | | | 12,300 | | | 312,147 | |
Shareholders information | | | | | 1,138 | | | 21,149 | | | 247,826 | |
Regulatory fees | | | | | 12,044 | | | 19,020 | | | 242,373 | |
Amortization | | | | | 29,907 | | | 1,427 | | | 157,064 | |
Government fees and taxes | | | | | 423 | | | - | | | 28,797 | |
Foreign exchange loss (gain) | | | | | 236 | | | (474 | ) | | 38,718 | |
| | | | | | | | | | | | |
| | | | | 604,780 | | | 369,675 | | | 7,773,795 | |
| | | | | | | | | | | | |
Net (loss) for the period before the following: | | | | | (604,780 | ) | | (369,675 | ) | | (7,773,795 | ) |
| | | | | | | | | | | | |
Gain on disposition of Irhazer and In Gall Projects, Niger | | | - | | | - | | | 19,260,008 | |
Exploration properties and deferred explorationexpenditures written-off | | | | | - | | | - | | | (2,450,246 | ) |
| | | | | | | | | | | | |
Income (loss) for the period before provision forcorporate taxes | | | | | (604,780 | ) | | (369,675 | ) | | 9,035,967 | |
| | | | | | | | | | | | |
Current income taxes | | | | | (582,705 | ) | | - | | | 2,729,429 | |
Future income taxes | | | | | 438,500 | | | - | | | 377,844 | |
| | | | | | | | | | | | |
| | | | | (144,205 | ) | | (369,675 | ) | | 3,107,273 | |
| | | | | | | | | | | | |
Net income (loss) for the period beingcomprehensive income (loss) for the period | | | | $ | (460,575 | ) | $ | (369,675 | ) | $ | 5,928,694 | |
Income (loss) per share - basic and diluted | | | | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | | | | |
Weighted average number of common shares - basic | | | | | 106,120,353 | | | 104,545,643 | | | | |
| | | | | | | | | | | | |
Weighted average number of common shares - diluted | | | | | 106,120,353 | | | 104,545,643 | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
- 2 -
NWT URANIUM CORP. | | | | | | | | | | | | |
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.) | | | | |
(AN EXPLORATION STAGE COMPANY) | | | | | | | | | | | | |
Interim Consolidated Statements of Cash Flows | | | | | | | |
(Expressed in Canadian Dollars) | | | | | | | | | | | | |
(Unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | Cumulative from | |
| | | | | | | | | | | inception | |
For three months ended March 31, | | | | | 2008 | | | 2007 | | | to March 31, 2008 | |
| | | | | | | | | | | | |
Cash provided by (used in) | | | | | | | | | | | | |
OPERATING ACTIVITIES | | | | | | | | | | | | |
Net income (loss) for the period | | | | $ | (460,575 | ) | $ | (369,675 | ) | $ | 5,928,694 | |
Stock based compensation expense (Note 7) | | | | | 102,236 | | | 56,318 | | | 2,525,113 | |
Future income taxes (Note 12) | | | | | 438,500 | | | - | | | 377,844 | |
Gain on disposition of Irhazer and In Gall Projects, Niger (Note 8) | | | | | - | | | - | | | (19,260,008 | ) |
Amortization | | | | | 29,907 | | | 1,427 | | | 157,064 | |
Exploration properties and deferred explorationexpenditures written-off | | | | | - | | | - | | | 2,450,246 | |
Changes in non-cash working capital items | | | | | | | | | | | | |
Amounts receivable and prepaid expenses | | | | | 148,207 | | | (50,575 | ) | | (333,313 | ) |
Accounts payable and accrued liabilities | | | | | (201,583 | ) | | (92,385 | ) | | 202,074 | |
Income taxes payable | | | | | (582,705 | ) | | - | | | 2,729,429 | |
| | | | | | | | | | | | |
| | | | | (526,013 | ) | | (454,890 | ) | | (5,222,857 | ) |
| | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | | | |
Issue of common shares and warrants, net of issue costs | | | - | | | - | | | 20,541,385 | |
Exercise of warrants | | | | | - | | | - | | | 1,240,214 | |
Exercise of options | | | | | - | | | - | | | 935,361 | |
| | | | | | | | | | | | |
| | | | | - | | | - | | | 22,716,960 | |
| | | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | | | |
Due from Niger Uranium Limited (Note 8) | | | | | (8,059 | ) | | - | | | (584,192 | ) |
Fixed asset purchases | | | | | (16,566 | ) | | (10,537 | ) | | (1,048,012 | ) |
Interest in exploration properties anddeferred exploration | | | | | (241,461 | ) | | (724,711 | ) | | (8,460,693 | ) |
Redemption (purchase) of short-term investments | | | | | 368,479 | | | 9,250,000 | | | (11,719,353 | ) |
Cash proceeds from disposition of Irhazer and In GallProjects, Niger (Note 8) | | | - | | | - | | | 4,800,000 | |
| | | | | | | | | | | | |
| | | | | 102,393 | | | 8,514,752 | | | (17,012,250 | ) |
| | | | | | | | | | | | |
Change in cash | | | | | (423,620 | ) | | 8,059,862 | | | 481,853 | |
Cash, beginning of period | | | | | 905,473 | | | 5,482,407 | | | - | |
| | | | | | | | | | | | |
Cash, end of period | | | | $ | 481,853 | | $ | 13,542,269 | | $ | 481,853 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
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NWTURANIUMCORP.
(FORMERLYNORTHWESTERNMINERALVENTURES INC.)
(ANEXPLORATIONSTAGECOMPANY)
InterimConsolidatedStatements ofShareholders'Equity
(Expressed inCanadianDollars)
(Unaudited)
FromCommencement ofOperations(September 26, 2003) to March 31, 2008
| | | | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | Special | | | | | | Contributed | | | Retained | | | | |
| | Common shares | | | Warrants | | | Warrants | | | Surplus | Earnings | | | Total | |
| | # | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | |
Issue of shares for cash | | 4,000,000 | | | 101 | | | - | | | - | | | - | | | - | | | 101 | |
Issue of special warrants for cash | | - | | | - | | | 195,409 | | | - | | | - | | | - | | | 195,409 | |
Loss for the year | | - | | | - | | | - | | | - | | | - | | | (33,097 | ) | | (33,097 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2003 | | 4,000,000 | | | 101 | | | 195,409 | | | - | | | - | | | (33,097 | ) | | 162,413 | |
| | | | | | | | | | | | | | | | | | | | | |
Public offering, net of issue costs | | 60,000,000 | | | 1,321,537 | | | - | | | - | | | - | | | - | | | 1,321,537 | |
Conversion of special warrants | | 8,000,000 | | | 195,409 | | | (195,409 | ) | | - | | | - | | | - | | | - | |
Flow through private placement, net of issue costs | | 412,000 | | | 114,891 | | | - | | | - | | | - | | | - | | | 114,891 | |
Stock based compensation | | - | | | - | | | - | | | - | | | 424,183 | | | - | | | 424,183 | |
Private placement, net of issue costs | | 2,909,000 | | | 539,911 | | | - | | | 256,935 | | | - | | | - | | | 796,846 | |
Loss for the year | | - | | | - | | | - | | | - | | | - | | | (1,121,460 | ) | | (1,121,460 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2004 | | 75,321,000 | | | 2,171,849 | | | - | | | 256,935 | | | 424,183 | | | (1,154,557 | ) | | 1,698,410 | |
| | | | | | | | | | | | | | | | | | | | | |
Private placement, net of issue costs | | 3,950,090 | | | 1,636,155 | | | - | | | 222,749 | | | - | | | - | | | 1,858,904 | |
Exercise of stock options | | 200,000 | | | 101,500 | | | - | | | - | | | (44,000 | ) | | - | | | 57,500 | |
Flow through tax effect on date of renunciation | | - | | | (45,200 | ) | | - | | | - | | | - | | | - | | | (45,200 | ) |
Stock based compensation | | - | | | - | | | - | | | - | | | 493,468 | | | - | | | 493,468 | |
Exercise of warrants | | 455,000 | | | 283,475 | | | - | | | (62,600 | ) | | - | | | - | | | 220,875 | |
Shares issued for interest in exploration properties and deferred exploration expenditures | | 300,000 | | | 182,000 | | | - | | | - | | | - | | | - | | | 182,000 | |
Loss for the year | | - | | | - | | | - | | | - | | | - | | | (1,780,074 | ) | | (1,780,074 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2005 | | 80,226,090 | | | 4,329,779 | | | - | | | 417,084 | | | 873,651 | | | (2,934,631 | ) | | 2,685,883 | |
The accompanying notes are an integral part of these consolidated financial statements.
- 4 -
NWTURANIUMCORP.
(FORMERLYNORTHWESTERNMINERALVENTURES INC.)
(ANEXPLORATIONSTAGECOMPANY)
InterimConsolidatedStatements ofShareholders'Equity (Continued)
(Expressed inCanadianDollars)
(Unaudited)
FromCommencement ofOperations(September 26, 2003) to March 31, 2008
| | | | | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | Special | | | | | | Contributed | | | Retained | | | | |
| | Common shares | | | Warrants | | | Warrants | | | Surplus | | | Earnings | | | Total | |
| | # | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2005 | | 80,226,090 | | | 4,329,779 | | | - | | | 417,084 | | | 873,651 | | | (2,934,631 | ) | | 2,685,883 | |
Private placement, net of issue costs | | 21,144,027 | | | 12,555,474 | | | - | | | 3,982,884 | | | - | | | - | | | 16,538,358 | |
Exercise of stock options | | 920,000 | | | 476,800 | | | - | | | - | | | (203,600 | ) | | - | | | 273,200 | |
Flow through tax effect on date of renunciation | | - | | | (295,085 | ) | | - | | | (73,771 | ) | | - | | | - | | | (368,856 | ) |
Stock based compensation | | - | | | - | | | - | | | - | | | 1,197,663 | | | - | | | 1,197,663 | |
Shares issued for interest in exploration properties and deferred exploration expenditures (Notes 4(a)(b)) | | 640,000 | | | 469,600 | | | - | | | - | | | - | | | - | | | 469,600 | |
Exercise of warrants | | 1,559,636 | | | 941,458 | | | - | | | (208,482 | ) | | - | | | - | | | 732,976 | |
Expired warrants | | - | | | - | | | - | | | (167,733 | ) | | 167,733 | | | - | | | - | |
Loss for the year | | - | | | - | | | - | | | - | | | - | | | (2,421,484 | ) | | (2,421,484 | ) |
Balance, December 31, 2006 | | 104,489,753 | | | 18,478,026 | | | - | | | 3,949,982 | | | 2,035,447 | | | (5,356,115 | ) | | 19,107,340 | |
Shares issued for interest in exploration properties and deferred exploration expenditures | | 350,000 | | | 229,500 | | | - | | | - | | | - | | | - | | | 229,500 | |
Exercise of options | | 782,500 | | | 320,000 | | | - | | | - | | | - | | | - | | | 320,000 | |
Fair value of option exercise | | - | | | 217,500 | | | - | | | - | | | (217,500 | ) | | -- | | | - | |
Exercise of warrants | | 409,089 | | | 286,363 | | | - | | | - | | | - | | | - | | | 286,363 | |
Fair value of warrant exercise | | - | | | 43,454 | | | - | | | (43,454 | ) | | - | | | - | | | - | |
Expired warrants | | - | | | - | | | - | | | (767,628 | ) | | 767,628 | | | - | | | - | |
Stock based compensation | | - | | | - | | | - | | | - | | | 359,082 | | | - | | | 359,082 | |
Income for the period | | - | | | | | | - | | | - | | | - | | | 11,745,384 | | | 11,745,384 | |
Balance, December 31, 2007 | | 106,031,342 | | | 19,574,843 | | | - | | | 3,138,900 | | | 2,944,657 | | | 6,389,269 | | | 32,047,669 | |
Shares issued for interest in exploration properties and deferred exploration | | 100,000 | | | 59,000 | | | - | | | - | | | (59,000 | ) | | - | | | - | |
Stock based compensation | | - | | | - | | | - | | | - | | | 102,236 | | | - | | | 102,236 | |
Income for the period | | - | | | - | | | - | | | - | | | - | | | (604,780 | ) | | (604,780 | ) |
Balance, March 31, 2008 | | 106,131,342 | | | 19,633,843 | | | - | | | 3,138,900 | | | 2,987,893 | | | 5,784,489 | | | 31,545,126 | |
The accompanying notes are an integral part of these consolidated financial statements.
- 5 -
NWT URANIUM CORP. | | | | | | | | | |
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.) | | | | |
(AN EXPLORATION STAGE COMPANY) | | | | | | | |
Interim Consolidated Statements of Interest in Exploration Properties and Deferred | | | | | | | | | |
Exploration Expenditures (Expressed in Canadian Dollars) | | | | |
(Unaudited) | | | | | | | | Cumulative from | |
| | | | | | | | Inception | |
For the three months ended March 31, | | 2008 | | | 2007 | | | to March 31, 2008 | |
Picachos Project, Mexico (Note 4(a)) | | | | | | | | | |
Opening balance | $ | 1,990,494 | | $ | 1,260,664 | | $ | - | |
| | | | | | | | | |
Geological, reports and maps | | - | | | 119 | | | 201,664 | |
Geology | | - | | | - | | | 19,982 | |
Labour | | - | | | - | | | 8,830 | |
Earthwork and roads | | 21,541 | | | 1,923 | | | 108,659 | |
Environment | | - | | | - | | | 6,896 | |
Line and grid cutting | | - | | | - | | | 15,121 | |
Geophysics | | 8,696 | | | 43,669 | | | 159,900 | |
Geochemistry | | - | | | - | | | 4,524 | |
Camp costs | | 1,201 | | | 1,947 | | | 30,744 | |
Transportation | | - | | | - | | | 6,386 | |
Management fees | | - | | | - | | | 8,965 | |
Professional fees | | - | | | - | | | 12,139 | |
Drilling | | 59,900 | | | - | | | 445,281 | |
Option payments | | - | | | - | | | 533,474 | |
Staking | | - | | | - | | | 19,996 | |
General | | 7,729 | | | 18,946 | | | 64,915 | |
Analysis and assaying | | - | | | - | | | 127,346 | |
Exploration advance | | - | | | - | | | 297,739 | |
Property payments | | - | | | - | | | 214,000 | |
Interest income | | (35,333 | ) | | (17,507 | ) | | (200,533 | ) |
| | | | | | | | | |
Activity during the period | | 63,734 | | | 49,097 | | | 2,054,228 | |
| | | | | | | | | |
Closing balance | $ | 2,054,228 | | $ | 1,309,761 | | $ | 2,054,228 | |
| | | | | | | | | |
Waterbury Project, Canada (Note 4(b)) | | | | | | | | | |
Opening balance | $ | | | $ | 939,967 | | $ | - | |
| | | | | | | | | |
Assays | | - | | | - | | | 5,464 | |
Geological, reports and maps | | - | | | 810 | | | 82,104 | |
Drilling | | - | | | - | | | 516,460 | |
Geophysics | | - | | | 810 | | | 434,881 | |
Labour | | - | | | - | | | 69,500 | |
Professional fees | | - | | | - | | | 10,799 | |
Management fees | | - | | | - | | | 73,478 | |
Operating costs | | - | | | - | | | 118,846 | |
Option payment | | - | | | 25,000 | | | 197,050 | |
Administration | | - | | | 150 | | | 110,880 | |
Termination payment | | - | | | - | | | 252,358 | |
Government assistance | | - | | | (3,378 | ) | | (47,914 | ) |
Interest income | | - | | | (6,149 | ) | | (184,602 | ) |
| | | | | | | | | |
Activity during the period | | | | | 17,243 | | | 1,639,304 | |
Write-off of Waterbury Project | | | | | | | | (1,639,304 | ) |
| | | | | | | | | |
Closing balance | $ | - | | $ | 957,210 | | $ | - | |
The accompanying notes are an integral part of these consolidated financial statements.
- 6 -
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Interim Consolidated Statements of Interest in Exploration Properties and Deferred Exploration Expenditures
(Expressed in Canadian Dollars)
(Unaudited)
| | | | | | | | Cumulative from | |
| | | | | | | | Inception | |
For the three months ended March 31, | | 2008 | | | 2007 | | | to March 31, 2008 | |
| | | | | | | | | |
Irhazer and In Gall Projects, Niger (Note 8) | | | | | | | | | |
Opening balance | $ | | | $ | 1,097,599 | | $ | - | |
| | | | | | | | | |
Project administration costs | | | | | 42,786 | | | 442,237 | |
Acquisition costs | | - | | | - | | | 223,848 | |
Camp costs | | - | | | 6,846 | | | 17,138 | |
Drilling | | - | | | 54,056 | | | 22,294 | |
Environmental | | - | | | 9,852 | | | 201,902 | |
Geological | | - | | | 173,973 | | | 88,235 | |
Geochemistry | | - | | | 9,235 | | | 6,760 | |
Geophysical | | - | | | - | | | 299,949 | |
Line and grid cutting | | - | | | - | | | 20,408 | |
Surveys | | - | | | - | | | 422,666 | |
Recovery of costs | | - | | | - | | | (112,797 | ) |
Interest income | | - | | | (78,009 | ) | | (302,143 | ) |
Disposal of Irhazer and InGall Projects (Note 9) | | - | | | - | | | (1,330,497 | ) |
| | | | | | | | | |
Activity during the period | | - | | | 218,739 | | | - | |
| | | | | | | | | |
Closing balance | $ | - | | $ | 1,316,338 | | $ | - | |
| | | | | | | | | |
North Rae Uranium Project, Canada (Note 4(c)) | | | | | | | | | |
Opening balance | $ | 2,999,163 | | $ | 889,200 | | $ | - | |
| | | | | | | | | |
Camp costs | | 8,907 | | | 80,000 | | | 41,077 | |
Drilling | | 62,667 | | | - | | | 348,043 | |
Environment | | 5,726 | | | - | | | 8,776 | |
Geophysical | | - | | | 3,360 | | | 191,337 | |
Geochemical | | - | | | - | | | 5,062 | |
Geology | | 24,083 | | | - | | | 1,717,089 | |
Exploration | | - | | | - | | | 716,190 | |
Staking | | 69,442 | | | - | | | 155,472 | |
Acquisition costs | | 30,000 | | | - | | | 210,354 | |
Professional fees | | 4,000 | | | 1,658 | | | 62,464 | |
Survey costs | | - | | | - | | | 63,435 | |
Administration | | 3,687 | | | 5,104 | | | 21,880 | |
Interest income | | (74,368 | ) | | (23,691 | ) | | (407,872 | ) |
| | | | | | | | | |
Activity during the period | | 134,144 | | | 66,431 | | | 3,133,307 | |
| | | | | | | | | |
Closing balance | $ | 3,133,307 | | $ | 955,631 | | $ | 3,133,307 | |
The accompanying notes are an integral part of these consolidated financial statements.
-7 -
NWT URANIUM CORP. | | | | | | | | | |
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.) | | | | |
(AN EXPLORATION STAGE COMPANY) | | | | | | | |
Interim Consolidated Statements of Interest in Exploration Properties and Deferred | |
Exploration Expenditures (Expressed in Canadian Dollars) | | | | |
(Unaudited) | | | | | | | | Cumulative from | |
| | | | | | | | Inception to | |
For three months ended March 31, | | 2008 | | | 2007 | | | March 31, 2007 | |
| | | | | | | | | |
Daniel Lake Uranium Project, Canada (Note 4(d) | | | | | | | |
Opening balance | $ | 350,304 | | $ | - | | $ | - | |
| | | | | | | | | |
Staking | | 6,421 | | | 37,044 | | | 46,681 | |
Professional fees | | 12,130 | | | 2,285 | | | 14,915 | |
Acquisition costs | | 36,018 | | | 75,000 | | | 163,772 | |
Survey costs | | 5,490 | | | - | | | 225,095 | |
Geophysical | | - | | | 400 | | | 4,220 | |
Geochemistry | | - | | | - | | | 760 | |
Geology | | 6,589 | | | - | | | 14,607 | |
Administration | | 1,096 | | | - | | | 2,284 | |
Interest income | | (24,161 | ) | | (30,160 | ) | | (95,476 | ) |
| | | | | | | | | |
Activity during the period | | 43,583 | | | 84,569 | | | 393,887 | |
| | | | | | | | | |
Closing balance | $ | 393,887 | | $ | 84,569 | | $ | 393,887 | |
| | | | | | | | | |
TOTAL | $ | 5,581,422 | | $ | 4,623,509 | | $ | 5,581,422 | |
The accompanying notes are an integral part of these consolidated financial statements.
-8 -
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
1. NATURE OF OPERATIONS
NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.) (the "Company" or "NWT") was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation dated September 26, 2003. The Company, which is in the development stage as defined by the Canadian Institute of Chartered Accountants ("CICA") Accounting Guideline 11 "Enterprises in the Development Stage", is engaged in the acquisition, exploration and development of mineral resource properties with a focus on uranium. As of March 31, 2008, the Company has interests in Canada, Niger and Mexico. The Company is in the process of exploring its exploration properties for mineral resources and has not determined whether the properties contain economically recoverable reserves. The recovery of the amounts shown for the exploration properties and the related deferred expenditures is dependent upon the existence of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the exploration, and upon future profitable production.
The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying values of exploration properties and the Company’s continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations and the ability of the Company to obtain financing necessary to complete development of the properties, or alternatively, upon the Company’s ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying values. Some of the Company’s exploration properties are located outside of Canada and are subject to the risk of foreign investment, including increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and political uncertainty.
Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.
As at March 31, 2008, the Company had cash of $481,853 (2007 - $13,542,269), short-term investments of $11,950,061 (2007 - $0) and working capital of $9,839,503 (2007 - $13,420,037). Management of the Company believes that it has sufficient funds to pay its ongoing work commitments, administrative expenses and its liabilities for the ensuing period as they fall due.
2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The unaudited interim consolidation financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes to the interim consolidated financial statements required by Canadian generally accepted accounting principles for annual consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2008 may not necessarily be indicative of the results that may be expected for the year ended December 31, 2008.
The consolidated balance sheet at December 31, 2007 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by Canadian generally accepted accounting principles for annual consolidated financial statements. The interim consolidated financial statements have been prepared by management in accordance with the accounting policies described in the Company‘s annual audited consolidated financial statements for the year ended December 31, 2007, except as noted below. For future information, refer to the audited consolidated financial statement and notes thereto for the year ended December 31, 2007.
-9 -
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES (continued)
On December 1, 2006, the CICA issued three new accounting standards: Capital Disclosures (Handbook Section 1535), Financial Instruments - Disclosures (Handbook Section 3862), and Financial Instruments - Presentation (Handbook Section 3863). These new standards became effective for the Company on January 1, 2008.
Capital Disclosures
Handbook Section 1535 specifies the disclosure of (i) an entity's objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such noncompliance. The Company has included disclosures recommended by the new Handbook section below.
Financial Instruments
Handbook Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments - Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. The Company has included disclosures recommended by the new Handbook section below.
Capital Management
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company's approach to capital management during the three months ended March 31, 2008. Neither the Company nor its subsidiary is subject to externally imposed capital requirements.
Financial Risk Factors
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
Credit risk
The Company's credit risk is primarily attributable to short-term investments and receivables included in other assets. The Company has no significant concentration of credit risk arising from operations. Short-term investments consist of guaranteed investment certificates, which have been invested with reputable financial institutions, from which management believes the risk of loss to be remote. Financial instruments included in other assets consist of goods and services tax due from the Federal Government of Canada and receivables from unrelated and related companies. Management believes that the credit risk concentration with respect to financial instruments included in other assets is remote.
-10 -
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES (continued)
Liquidity risk
The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2008, the Company had a cash balance of $12,431,914 (December 31, 2007 - $13,224,013) to settle current liabilities of $ 3,948,416 (December 31, 2007 - $4,294,204). All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.
Market risk
(a) Interest rate risk
The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in investment-grade guaranteed investment certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.
(b) Foreign currency risk
The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company funds certain operations, exploration and administrative expenses in Mexico on a cash call basis using US dollar and Mexican peso currency converted from its Canadian dollar bank accounts held in Canada. Management believes the foreign exchange risk derived from currency conversions is negligible and therefore does not hedge its foreign exchange risk.
(c) Price risk
The Company is exposed to price risk with respect to commodity prices. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company.
Sensitivity analysis
The Company has designated its cash and cash equivalents and short term investments as held-for-trading, which are measured at fair value. Financial instruments included in other assets are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost. The Company's investment in a publically traded mineral exploration company is accounted for on the equity basis.
As at March 31, 2008, the carrying and fair value amounts of the Company's financial instruments are the same.
Based on management's knowledge and experience of the financial markets, the Company believes the following movements are "reasonably possible" over a three month period.
Short term investments include guaranteed investment certificates which are at variable rates. Sensitivity to a plus or minus 1% change in rates would affect net loss by $120,000.
The Company does not hold significant balances in foreign currencies to give rise to exposure to foreign exchange risk. Price risk is remote since the Company is not a producing entity.
Future Accounting Pronouncements
In January 2006, the CICA Accounting Standards Board ("AcSB") adopted a strategic plan for the direction of accounting standards in Canada. As part of that plan, accounting standards in Canada for public companies are expected to converge with International Financial Reporting Standards ("IFRS") by the end of 2011. The Company continues to monitor and assess the impact of convergence of Canada GAAP and IFRS.
-11 -
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
3. FIXED ASSETS
| | | | | | | | Net Carrying | | | | | | | | | Net Carrying | |
| | | | | | | | Value | | | | | | | | | Value | |
| | | | | Accumulated | | | March 31, | | | | | | Accumulated | | | December 31, | |
| | Cost | | | Amortization | | | 2008 | | | Cost | | | Amortization | | | 2007 | |
| | | | | | | | | | | | | | | | | | |
Computer equipment | $ | 40,571 | | $ | 12,008 | | $ | 28,563 | | $ | 24,005 | | $ | 13,556 | | $ | 13,747 | |
Furniture and fixtures | | 8,290 | | | 1,036 | | | 7,254 | | | 8,290 | | | 2,980 | | | 7,461 | |
Leasehold improvements | | - | | | - | | | - | | | - | | | - | | | - | |
Field equipment | | 761,704 | | | 142,187 | | | 619,517 | | | 761,704 | | | 114,602 | | | 647,100 | |
Vehicles | | 9,786 | | | 1,834 | | | 7,952 | | | 9,786 | | | 1,468 | | | 8,318 | |
| | | | | | | | | | | | | | | | | | |
| $ | 820,351 | | $ | 157,065 | | $ | 663,286 | | $ | 803,785 | | $ | 127,158 | | $ | 676,627 | |
4. INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES
On a quarterly basis, management of the Company review exploration costs to ensure deferred expenditures included only costs and projects that are eligible for capitalization. Specific changes to mineral properties that occurred from January 01, 2008 to March 31, 2008 are as follows:
(a) Picachos Project, Mexico
On July 14, 2004 the Company entered into an option agreement with RNC Gold Inc. ("RNC") to acquire a 50% undivided interest in the 6,700 hectare silver-gold Picachos property in Durango, Mexico. In order to earn its interest, the Company had to incur $500,000 in exploration expenditures on or before December 31, 2005 and $1 million on or before December 31, 2006. The Company also had to generate a feasibility study for the production of a minimum of 25,000 ounces of gold per year. The Chairman and CEO of the Company was also a director of RNC at the time the Option Agreement was signed. On January 12, 2005, the Chairman resigned as director of RNC. During the year ended December 31, 2005, a director of the Company was also a director of RNC. On February 28, 2006, this individual resigned as a director of RNC.
On October 14, 2005 the Company completed another agreement with RNC, granting the Company the right to acquire a 100% interest in the Picachos property portfolio. Under the terms of this agreement, the Company was granted the right at feasibility to acquire RNC’s remaining 50% stake in the Picachos Project. The purchase price of $20 million is payable as: $3 million at the completion of a feasibility study, then $9 million at the commencement of commercial production, and then $2 million on each of the first through fourth anniversaries of the commencement of commercial production. The Company issued 200,000 common shares valued at $114,000 from its treasury to RNC as consideration for entering into this agreement.
-12 -
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
4. INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued)
In February 2006, RNC was acquired by Yamana Gold Inc. ("Yamana"). NWT and Yamana terminated the option agreement pertaining to the Picachos Project that was signed between NWT and RNC Gold Inc. and entered into an Option Agreement on December 22, 2006 whereby NWT can earn a 70% interest in the property. Under the terms of the agreement, to earn this 70% interest NWT must incur US$3,000,000 in exploration expenditures over the three year period ended December 22, 2009, pay US$400,000 in cash installments, including US$100,000 (paid) on the signing of a definitive option agreement (signed), and issue 1,000,000 common shares over a three-year period, including 400,000 shares to be issued within 30 days and which are subject to a four-month hold period from the issue date (issued, valued at $272,000). The remaining common shares will be issued in stages and will be subject to all required regulatory hold periods. On December 6, 2007, 200,000 common shares (valued at $114,000) were issued and $100,000 was paid to Yamana to comply with the terms of the agreement.
NWT will act as operator of the project.
(b) Waterbury Project, Canada
On November 9, 2005, the Company completed a formal option agreement with CanAlaska Ventures Ltd. ("CanAlaska") to acquire up to a 75% ownership interest in nine uranium claims, collectively called the “Waterbury Project”, in the eastern Athabasca Basin, Saskatchewan, Canada. The agreement was subsequently amended on March 30, 2007. Under the terms of the option agreement, the Company would pay, in installments, a total of $150,000 ($75,000 paid) to acquire an initial 50% interest in the Waterbury Project from CanAlaska. In addition, CanAlaska will receive a 3% net smelter royalty (NSR) and 300,000 common shares (100,000 issued in each of years 2005 and 2006, valued at $68,000 and $54,000 respectively) from the Company's treasury to be released in stages. The Company agreed to spend a minimum of $2 million on the Waterbury Project prior to April 1, 2008.
The Company could increase its ownership to 60% by spending an additional $2 million on the property within two years of vesting its 50% interest. Thereafter, the Company could increase its stake to 75% by completing a Bankable Feasibility Study within two years from the date it vests its 60% interest. During this development stage, the Company would spend an annual minimum of $500,000 at Waterbury. CanAlaska would also receive an additional 200,000 common shares from the Company’s treasury.
On November 30, 2007, management decided to terminate the Waterbury Project and focus on other projects. There was a financial penalty of $252,358 associated with the termination of the Waterbury Project, which was paid during the year ended December 31, 2007. As a result, capitalized costs of $1,639,304 were written-off in 2007.
(c) North Rae Uranium Project, Canada
On March 2, 2006, the Company signed a letter agreement to acquire a controlling interest in an uranium project located in the Ungava Bay region of northern Quebec, Canada from Azimut Exploration Inc. (“Azimut”). The “North Rae Uranium Project” consists of three blocks representing 668 claims with a total area of 298.9 square kilometres or 73,835 acres (29,880 hectares).
The Company finalized the North Rae Option Agreement with Azimut on January 9, 2007. Under the terms of the agreement, the Company can earn an initial 50% in the property by incurring $2.9 million in work expenditures, paying $210,000 cash ($80,000 paid) and issuing 150,000 common shares (issued and valued at $134,500) over the next five years. NWT can subsequently increase its interest to 65% by making cash payments totaling $100,000, issuing 100,000 common shares, incurring $1.0 million ($200,000/year) in work expenditures over the next five years and delivering a bankable feasibility study. Azimut would retain a 2% yellow cake royalty. The Company is the operator of the project.
-13 -
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
4. INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued)
(d) Daniel Lake Uranium Project
On January 24, 2007, the Company entered into a definitive option agreement with Azimut to expand their uranium project in the Ungava Bay region of northern Quebec. Under the terms of the agreement, NWT will acquire controlling interest in a second property that is contiguous with its North Rae Uranium Project disclosed in Note 4(f). This new property, Daniel Lake Uranium Project, consists of an additional two blocks representing 862 claims with a total area of 390.3km2 or 96,445 acres (39,030 hectares).
Under the terms of the definitive option agreement, NWT will pay $230,000 in cash installments over a four-year period and issue 200,000 common shares (200,000 common shares issued and valued at $112,500). An initial payment of $50,000 was due within 15 days of the option agreement (paid) and $30,000 is payable upon the first anniversary of the option agreement. NWT will also spend a total of $2.6 million in exploration expenditures on the property in tranches over five years, of which the Company has committed to incur expenditures of $300,000 during the first year of the agreement ($227,000 incurred in fiscal 2007) to earn an initial 50% interest in the project from Azimut, at which stage Azimut would retain a 2% yellow cake royalty. Shares will be issued in two stages with 100,000 common shares to be issued upon the first anniversary of the option agreement (subject in each case to TSX Venture Exchange approval). Shares are subject to all required regulatory hold periods. NWT can subsequently increase its ownership to 65% by issuing an additional 100,000 common shares and paying an additional $150,000 in cash over an additional five years. To earn its 65% interest, NWT must also incur a minimum additional $1.0 million in exploration expenditures over five years and produce a bankable feasibility study during the five-year period, subject to extension in certain circumstances. In the event NWT does not elect to increase its interest in the property up to 65% once it has fully exercised its 50% option, it shall pay Azimut a final cash payment of $100,000.
On January 11, 2008, 100,000 common shares valued at $37,500 were issued to Azimut to comply with the definitive option agreement.
5. COMMON SHARE PURCHASE WARRANTS
The following table represents a continuity of warrants for the three months ended March 31, 2008:
| | | | | January 1, | | | | | | | | | | | | March 31, 2008 | |
| | Exercise | | | 2008 | | | | | | | | | | | | 2008 | | | Fair | |
Expiry Date | | Price | | | Balance | | | Issued | | | Exercised | | | Expired | | | Balance | | | Value ($) | |
| | | | | | | | | | | | | | | | | | | | | |
May 5, 2008 | $ | 1.15 | | | 10,572,013 | | | - | | | - | | | - | | | 10,572,013 | | | 3,138,900 | |
-14 -
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
6. STOCK OPTIONS
The following table represents a continuity of stock options for the three months ended March 31, 2008:
| | Weighted Average | |
| | Number of | | | Exercise Price | |
| | Stock Options | | | $ | |
| | | | | | |
Opening Balance | | 3,760,000 | | | 0.762 | |
Options granted (1) | | 50,000 | | | 0.300 | |
Options cancelled (2) | | (50,000 | ) | | 0.58 | |
| | | | | | |
Ending Balance | | 3,760,000 | | | 0.758 | |
(1) On March 11, 2008, the Company granted 50,000 stock options to an employee, pursuant to the Company’ Stock Option Plan, at an exercise price of $0.30 per share. The options vest in stages over two years and expire on March 11, 2013. For the three months ended March 31, 2008, the impact on earnings was $2,091.
(2) On January 4, 2008, an employee resigned. This employee had 50,000 options with an exercise price of $0.40 per share. These options have been cancelled.
(3)During the period, $100,145 in stock based compensation from previously issued stock options was expensed.
As at March 31, 2008, the Company had the following stock options outstanding:
Number of | Exercisable | Exercise | Expiry |
Options | Options | Price ($) | Date |
| | | |
80,000 | 80,000 | 0.47 | August 2, 2008 |
1,780,000 | 1,780,000 | 0.75 | October 14, 2010 |
650,000 | 650,000 | 0.68 | May 25, 2011 |
250,000 | 125,000 | 0.84 | January 1, 2012 |
200,000 | 100,000 | 0.81 | April 17, 2012 |
200,000 | 50,000 | 0.72 | June 4, 2012 |
200,000 | 50,000 | 1.03 | July 4, 2012 |
250,000 | 62,500 | 0.91 | July 16, 2012 |
100,000 | 25,000 | 0.71 | August 28, 2012 |
50,000 | - | 0.30 | March 11, 2013 |
| | | |
3,760,000 | 2,922,500 | | |
-15-
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
7. RELATED PARTY TRANSACTIONS
For the three months ended March 31, 2008, the Company incurred $157,248 (March 31, 2007 - $92,500) for consulting and directors' fees rendered by directors and officers of the Company. The entire amount has been expensed in the statements of operations. Included in accounts payable and accrued liabilities at March 31, 2008 is $20,906 (December 31, 2007 - $50,352) owing to these related parties.
During the period ended March 31, 2008, a total of $584,192 was charged to Niger Uranium Limited for expenditures incurred and management fees paid in relation to the In Gall and Irhazer properties. The balance of $584,192 is receivable from Niger Uranium Limited. The Company holds a significant interest in Niger Uranium Limited and a director and an officer who is also a director of the Company are also directors of Niger Uranium Limited (See Note 8).
See Note 4(b) of the audited December 31, 2007 consolidated financial statements with respect to certain officers and directors of the Company being directors of RNC Gold Inc.
These transactions are in the normal course of operations and are measured at the exchange amount which is the consideration established and agreed to by the related parties.
-16-
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
8. NIGER URANIUM LIMITED TRANSACTION
On June 4, 2007, NWT entered into a Joint Venture Agreement with UraMin Inc. ("UraMin"), an arm's length party which was subsequently acquired by Areva NC, to form a new corporation called Niger Uranium Limited (“Niger Uranium”) that will conduct an exploration program on a total of eight uranium concessions in Niger.
Pursuant to the Asset Purchase Agreement governing this arrangement, NWT received a 50% equity stake consisting of 31,955,000 shares in Niger Uranium, valued at $15,982,500, and a cash payment of $4,800,000. NWT is entitled to receive a 3% net smelter royalty on the production of uranium and any other ores and/or minerals produced from its Irhazer and In Gall concessions, which are the two properties being contributed by NWT to Niger Uranium’s portfolio. UraMin contributed the balance of six uranium properties to Niger Uranium as well as a cash payment of US$15,000,000 (C$15,982,500) in exchange for a 50% equity stake consisting of 31,955,000 shares in Niger Uranium. UraMin is entitled to receive a 3% net smelter royalty on the production of uranium and any other ores and/or minerals produced from the six properties it contributed to Niger Uranium.
On July 26, 2007, NWT and UraMin announced that they had completed the formation of Niger Uranium. Furthermore, NWT and UraMin contributed, a total of eight uranium concessions to Niger Uranium SA, which is a company that is a wholly owned subsidiary of Niger Uranium.
On August 1, 2007, Niger Uranium completed a private placement to raise gross proceeds of US$19 million (C$20,244,500, 9,515,000 UK pound sterling), with Haywood Securities (UK) Ltd. as agent. In the financing, Niger Uranium issued 19,090,000 shares at a price of 0.50 UK pound sterling per share. Cash commission of 6% was paid on gross proceeds together with 1,145,400 broker warrants, each entitling the holder to acquire shares of Niger Uranium at a price of 0.50 UK pound sterling per share for a period of two years.
On closing, the private placees held a total of 23% of Niger Uranium consisting of 19,090,000 shares. NWT maintains a 38.5% interest consisting of 31,955,000 shares. UraMin's 38.5% equity stake, which consists of 31,955,000 shares, has been distributed to the original shareholders of Uramin due to the purchase of Uramin by Areva NC. Niger Uranium has a total of 83,000,000 shares issued and outstanding.
The total consideration received by NWT for the Irhazer and In Gall Projects (Niger) was calculated as follows:
Consideration received:
Cash | $ | 4,800,000 | |
31,955,000 Niger Uranium Limited common shares | | 15,982,500 | |
| | | |
Total sale price | $ | 20,782,500 | |
-17-
NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
8. NIGER URANIUM LIMITED TRANSACTION (continued)
Details of the net assets sold are summarized below: | | | |
Fixed assets, net | $ | 191,995 | |
Interest in exploration properties and deferred exploration properties - Irhazer and In Gall Projects, Niger | | 1,330,497 | |
| $ | 1,522,492 | |
Gain on disposition of Irhazer and In Gall Projects, Niger | $ | 19,260,008 | |
Niger Uranium was listed on AIM effective September 12, 2007 and released unaudited interim financial statements for the period from inception (May 21, 2007) to September 30, 2007 prepared in accordance with International Financial Reporting Standards. Niger Uranium reported a loss of US$3.048 million for this period. As Niger Uranium’s first fiscal year ended March 31, 2008 and audited financial statements have not been released to the public at this time, NWT will record its share of the losses of Niger Uranium at the time audited financial statements become available.
On March 20, 2008, Niger Uranium agreed to acquire up to 27,680,000 shares of Kalahari Minerals PLC (“Kalahari”), an AIM listed corporation with assets in Namibia, which would represent 17.5% of Kalahari, upon completion of a Kalahari private placement. The purchase price is 12,400,000 pounds sterling ($24.96 million), satisfied through a cash payment of 7,470,000 pounds sterling ($15 million) from Niger Uranium's existing cash balances, and the issuance of 17,000,000 Niger Uranium shares from treasury. This share issuance subsequently dilutes NWT's stake in Niger Uranium to approximately 32%.
As a result, NWT would have an indirect interest in Kalahari of approximately 5.6% . Kalahari's principal asset is a 36.2% interest in Extract Resources Limited, which trades on the Australian Stock Exchange (ASX) and has uranium exploration licenses in Namibia. NWT's subsequent interest in Extract is calculated at 2.0% . In addition to its holdings in Extract, Kalahari has property interests in the Dordabis and Witvlei copper exploration properties, located in Namibia's Kalahari copper belt.
9. SEGMENTED INFORMATION
The Company’s principal operations are the acquisition, exploration and development of mineral properties. All exploration properties are situated in Canada, Mexico and Niger. Cash and short-term investments of $12,431,914 (2007 - $13,219,118) are held in Canadian chartered banks.
| | March 31, | | | December 31, | |
| | 2008 | | | 2007 | |
| | | | | | |
Canada | $ | 17,813,060 | | $ | 17,635,333 | |
Mexico | | 2,193,010 | | | 2,129,276 | |
Niger | | 16,585,323 | | | 16,577,264 | |
| | | | | | |
| $ | 36,591,393 | | $ | 36,341,873 | |
Substantially all of the Company's operating expenses are incurred in Canada.
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NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
10.Nu-Mex URANIUM CORP. TRANSACTION
On November 19, 2007, Nu-Mex Uranium Corp. (“Nu-Mex”) and the Company entered into a letter agreement (the “Letter Agreement”) that contemplated the acquisition of NWT by Nu-Mex. The Letter Agreement required that the two companies enter into a definitive agreement no later than December 20, 2007. The proposed transaction was subject to Nu-Mex arranging a financing of not less than $10 million and up to $25 million, which was to close concurrently with the completion of the transaction. Additionally, the proposed transaction was subject to NWT’s receipt of a favourable fairness opinion.
Under the terms of the Letter Agreement the proposed transaction was expected to be effected by way of a statutory plan of arrangement (the “POA”) under theBusiness Corporations Act (Ontario). It was expected that the POA would contemplate the acquisition of all of the NWT shares, directly or indirectly by Nu-Mex in exchange for Nu-Mex shares.
The Letter Agreement contemplated an exchange ratio of one third (1/3) of one share of Nu-Mex common stock for every issued and outstanding common share of NWT. Any outstanding options, warrants and similar rights to acquire common shares of NWT would be exchanged for analogous options, warrants and similar rights to acquire common shares of Nu-Mex at the same exchange ratio.
On December 20, 2007, Nu-Mex and NWT announced that they entered into an arrangement agreement (the “Arrangement Agreement”) pursuant to which Nu-Mex would acquire 100% of the securities of NWT through a court-approved plan of arrangement (the “Arrangement”). The acquisition would be completed by way of a court-approved plan of arrangement whereby each NWT common share will be exchanged for 0.40 of a Nu-Mex common share. Any outstanding options and warrants to acquire common shares of NWT would be exchanged for analogous options and warrants to acquire common shares of Nu-Mex at the same exchange ratio.
The proposed transaction was subject to Nu-Mex arranging a financing at a minimum price of US$4.00 per common share for gross proceeds of not less than US$25,000,000. In addition, the Arrangement was subject to common shares of Nu-Mex to be issued pursuant to the Arrangement being listed on the Toronto Stock Exchange or the TSX Venture Exchange.
On February 13, 2008 Nu-Mex and NWT announced that as a result of market circumstances the companies mutually agreed to terminate the arrangement. NWT and Nu-Mex signed a termination and mutual release agreement pursuant to which each party released the other from all liabilities and obligations relating to the arrangement.
Legal fees related to review this proposed transaction amounted to approximately $315,000.
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NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
11. NOTICE OF DEFAULT AZIMUT EXPLORATION
On December 18, 2007,Azimut Exploration Inc.(“Azimut”) delivered a Notice of Default to NWT Uranium Corporation(“NWT”) regarding a number of NWT’s specific obligations that, in Azimut’s opinion, had not been complied with pursuant to the terms of the North Rae and Daniel Lake property option agreements (collectively, the“Agreements”).
The Notice of Default detailed NWT’s failure to fulfill certain of its core obligations as operator, including its failure to allow Azimut timely access to factual technical data, maps and reports, including a series of databases relating to exploration programs carried out on the properties, and its failure to deliver to Azimut ten (10) overdue quarterly reports pertaining to its operations on the projects.
In the Notice of Default, Azimut also expressed serious concerns regarding specific aspects of NWT’s management of the operations and the persistent failure of NWT to disclose material facts to Azimut in order to substantiate public releases of technical information.
In accordance with the provisions of the Agreements, NWT had sixty (60) days from the Notice of Default to fully remedy its default on each of the Agreements. For each instance of non compliance, such agreement shall automatically terminate following the expiry of said sixty (60) day period.
On February 1, 2008, NWT delivered a notice to Azimut in response to Azimut’s Notice of Default. The notice provided by NWT advised Azimut that all alleged defaults were without merit or had been resolved in any event by issuance of the curative notice. The Option Agreements provide that no termination will occur provided such a notice is delivered within 60 days of the Notice of Default. NWT was of the opinion that the Option Agreements remain in good standing.
On February 12, 2008, Azimut announced that it considered that NWT had cured its default in respect of the North Rae and Daniel Lake properties after examination by Azimut of the extensive documentation and data submitted by NWT with its Curative Notice, Azimut considers that NWT has now satisfied its obligations.
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NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
12. FUTURE INCOME TAX
The following table reconciles the expected income tax recovery at the statutory income tax rate of 31.5% to the amounts recognized in the statements of operations:
For the three months ended March 31, | | 2008 | |
| | | |
Income (loss) before taxes | $ | (604,780 | ) |
| | | |
Expected income tax (recovery) at statutory rate | | (190,500 | ) |
Share issue costs | | - | |
Mineral properties and deferred exploration expenditures written-off | | - | |
Stock based compensation | | 32,200 | |
Exploration overhead | | - | |
Change in tax rate | | 14,095 | |
Other | | - | |
Change in valuation allowance | | - | |
| | | |
Provision for income tax | $ | (144,205 | ) |
The following table reflects the future income tax assets and liabilities at March 31, 2008:
| | 2008 | |
| | | |
Future income tax assets (liabilities): | | | |
Non-capital losses | $ | - | |
Exploration properties | | (671,000 | ) |
Share issue costs | | 243,200 | |
Fixed assets | | (10,700 | ) |
| | | |
| | (438,500 | ) |
Less: valuation allowance | | - | |
| | | |
| $ | (438,500 | ) |
The Company has unclaimed share issue costs of approximately $900,000 available to reduce future taxable income. The Company also has Canadian development expenses of $520,000 and foreign exploration and development expenditures of $298,000, which under certain circumstances, may be utilized to reduce taxable income in future years.
The Company believes that it has tax losses and exploration expenditures in Mexico, which, under certain circumstances may be used to offset future taxable income but cannot reasonably estimate those losses and exploration expenditures and the resulting future income tax assets at this time. Had these amounts been determinable, a valuation allowance equal to the total amount of any future income tax assets would have been recorded to offset any such benefit.
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NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2008
13. SUBSEQUENT EVENTS
Niger Uranium Ltd Update:
On April 21, 2008, Niger Uranium announced that it had subscribed for 4,421,000 new ordinary shares in UrAmerica (“UrAmerica Ordinary Shares”) representing 20.89 per cent of UrAmerica’s enlarged issued share capital, at a price of US$1.093 per new UrAmerica Ordinary Share (the “Purchase”). In addition, Niger Uranium has been issued with 4,421,000 warrants to subscribe for a further 4,421,000 new UrAmerica Ordinary Shares at an exercise price of US$1.639 per new UrAmerica Ordinary Share (the “Warrants”) which are exercisable at any time within the next two years. Accordingly, on completion of the purchase and the exercise in full of the Warrants, Niger Uranium would own 8,842,000 new UrAmerica Ordinary Shares representing approximately 33.58 per cent. of the diluted enlarged issued share capital of UrAmerica.
The consideration for the Purchase has been satisfied by an initial cash payment of US$2.5 million (financed from the Company’s existing cash balances) and the issue of 4,664,306 new Niger Uranium Ordinary Shares representing 4.5 per cent. of Niger Uranium’s enlarged issued share capital. In aggregate, based on the closing mid-market price of 19.5 pence per Niger Uranium Ordinary Share on 18 April 2008, the total consideration for the Purchase amounts to approximately US$4.3 million. In addition, the cost to Niger Uranium of exercising all of the Warrants would be approximately a further US$7.2 million.
Following the above transactions, NWT will hold 30.5% of the 104,664,306 outstanding shares in Niger Uranium.
NWT Warrants:
The 10,572,013 outstanding warrants as at March 31, 2008, expired unexercised on May 5, 2008.
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