| Mon 26 Apr 2010, 17:46 | | FUM - First Uranium Corporation - News Release |
|
FUM
FIU
FUM - First Uranium Corporation - News Release
First Uranium Corporation
(Continued under the laws of British Columbia, Canada)
(Registration number C0777384)
(South African registration number 2007/009016/10)
Share code: FUM
ISIN: CA33744R1029
NEWS RELEASE - April 26, 2010
FIRST URANIUM CONVERTIBLE NOTE FINANCING CONCLUDED
(all amounts are in Canadian dollars unless otherwise indicated)
Toronto and Johannesburg - First Uranium Corporation (TSX:FIU, JSE:FUM)
(ISIN:CA33744R1029) ("First Uranium" or the "Company") today announced that
it has concluded the previously announced private placement offering (the
"Offering") of $150 million in secured convertible notes due March 31, 2013
(the "Notes").
Concurrent with the conclusion of the Offering, the composition of the Board
of Directors will change. The following incumbent directors will remain on
the Board:
- Patrick Evans, President and CEO, Mountain Province Diamonds Inc. and
CEO of Norseman Mining Inc.
- John Hick, President and CEO of Medoro Resources Ltd.
- Graham Wanblad, Independent Consultant
The following Simmer and Jack nominees have been appointed to the Board:
- Clinton Halsey, co-founder and Director of To The Point Growth
Specialists
- Peter Surgey, Director
- Kevin Wakeford, Director
and David Cohen, Chairman and CEO of Gold Wheaton and Chairman of Eastern
Platinum has been appointed to the Board as Gold Wheaton`s nominee.
In the immediate future, the Board of Directors is expected to:
- name a chairman;
- establish the committees of the Board
- review, and amend as necessary, the mandate of the Board and its
committees;
- review, and amend as necessary, the policies of the Company; and
- review the structure of the management team.
In addition, management is planning to prepare recommendations to the Board
following a thorough assessment of the two operations, with the specific
intent to:
- refine the planning processes to ensure that activities on the critical
path are addressed in order for the Ezulwini Mine to meet or exceed its
planned production growth as per the Technical Report Preliminary
Assessment of the Ezulwini Project posted on SEDAR;
- seek opportunities to advance the construction schedule for MWS for the
completion of the new tailings storage facility, the third gold plant
and the uranium plant and increase gold production in the interim from
the dates and targets defined in the Technical Report on the Mine Waste
Solutions Recovery Project posted on SEDAR; and
- review with a view to reducing overhead costs in South Africa and
Canada.
As previously disclosed, the Notes consist of: (i) $40 million in South
African Rand denominated Notes (the "Rand Notes") purchased by Simmer and
Jack Mines, Limited ("Simmer and Jack"); (ii) $20 million in Canadian dollar
denominated Notes (the "Canadian Notes") purchased by Gold Wheaton Gold Corp.
("Gold Wheaton"); and (iii) $90 million Canadian Notes offered to accredited
investors.
Each Canadian Note has a principal amount of $1,000 and will be convertible
into 769.2307 common shares of First Uranium ("Common Shares") representing a
conversion price of $1.30. Each Rand Note will have a principal amount of
ZAR1,000 and will be convertible into 107.36 Common Shares, also representing
a conversion price of $1.30.
The Notes are guaranteed by the subsidiaries of the Company, secured by
second ranking security over all assets currently encumbered by Gold Wheaton
and first security over all other current and future assets of the Company,
not be redeemable until maturity and be subject to typical anti-dilution
protections.
In connection with the Offering, Simmer and Jack exchanged its $22.1 million
loan amount plus accrued and unpaid interest for an equivalent value of Rand
Notes ("Debt Payment").
Also in connection with the Offering, Gold Wheaton settled in part the US$42
million completion penalty due pursuant to its gold stream transaction for 14
million Common Shares and a commitment to complete construction of the third
gold plant module at Mine Waste Solutions ("MWS") and satisfaction of the
technical completion tests prior to September 1, 2011 (the "Penalty
Payment"). In the event that the construction and tests are not met by such
date a US$1.5 million payment shall be payable by First Uranium to Gold
Wheaton on the first day of each of September, October, November and December
2011 unless such tests have been met prior to such date. In the event that
these commitments to construction and technical completion are not met prior
to December 1, 2011, a remaining penalty of US$30 million will be payable.
Proceeds of the Offering will be used for MWS capital expenditures including
completion of the first gold module and uranium plant, new tailings facility,
the third gold plant module, restructuring, financing and interest expenses
and for general corporate purposes.
RBC Capital Markets acted as exclusive placement agent for the Company.
These securities have not been and will not be registered under the United
States Securities Act of 1933, as amended, or the securities laws of any
state, and may not be offered or sold in the United States unless an
exemption from registration is available. This press release does not
constitute an offer to sell or the solicitation of an offer to buy these
securities in the United States.
About First Uranium Corporation
First Uranium Corporation (TSX:FIU, JSE:FUM) is focused on its goal of
becoming a significant low-cost producer of uranium and gold through the
expansion of the underground development to feed the new uranium and gold
plants at the Ezulwini Mine and through the expansion of the plant capacity
of the Mine Waste Solutions tailings recovery facility, both operations
situated in South Africa.
For further information, please contact:
Bob Tait, Vice President, Investor Relations at bob@firsturanium.ca
+1 416 342-5639 (office) or +1 416 558-3858 (mobile)
1240-155 University Avenue, Toronto, ON M5H 3B7
Cautionary Language Regarding Forward-Looking Information
This news release contains and refers to forward-looking information based on
current expectations. All other statements other than statements of
historical fact included in this release are forward-looking statements (or
forward-looking information). The Company`s plans involve various estimates
and assumptions and its business and operations are subject to various risks
and uncertainties. For more details on these estimates, assumptions, risks
and uncertainties, see the Company`s most recent Annual Information Form and
most recent Management Discussion and Analysis on file with the Canadian
provincial securities regulatory authorities on SEDAR at www.sedar.com. These
forward-looking statements are made as of the date hereof and there can be no
assurance that such statements will prove to be accurate, such statements are
subject to significant risks and uncertainties, and actual results and future
events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements that are included herein, except in accordance with applicable
securities laws.
26 April 2010
Sponsor: Investec Bank Limited
Date: 26/04/2010 17:46:14 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
