| Wed 6 Jul 2011, 10:00 | | FUM - First Uranium Corporation - First Uranium announces listing of Rand |
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FUM
FIU
FUM - First Uranium Corporation - First Uranium announces listing of Rand
Notes on the JSE Limited
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
FIRST URANIUM ANNOUNCES LISTING OF RAND NOTES ON THE JSE LIMITED
Toronto and Johannesburg - First Uranium Corporation (TSX:FIU, JSE:FUM)( FUM
ISIN:CA33744R1029)("First Uranium")announced today that effective Friday July
15, 2011 the 11% secured convertible notes (the "Rand Notes") of Mine Waste
Solutions (Proprietary) Limited ("MWS" or the "Company") due March 31, 2011,
will be listed for trading on the JSE Limited. The Rand Notes were issued
under a note indenture dated April 23, 2010, entered into between MWS and GMG
Trust Company SA Limited, as trustee.
Below is the abridged pre-listing statement which contains the salient
information in respect of the listing of the Rand Notes by MWS which is more
fully described in the pre-listing statement. For a full appreciation of the
Rand Notes listing, the pre-listing statement, which is available on request
as set out below, should be read in its entirety.
These securities have not been registered under the United States Securities
Act of 1933, as amended, or any state securities law, and they 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 or sale of, or a
solicitation of an offer to buy, these securities in the United States.
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is not an invitation to the public to
subscribe for or an offer to the public to purchase secured, convertible 11%
Rand Notes in the Company ("the Rand Notes"), but is prepared and issued in
terms of the Debt Listings Requirements for the purpose of providing the
public and Noteholders of Mine Waste Solutions with information pertaining to
the listing of the ZAR1,000 convertible Rand Notes, the Company and First
Uranium Corporation ("First Uranium" or "FIU").
The JSE has formally approved the listing of 418,605 Rand Notes on the main
board of the JSE, in the "Nonferrous Metals" sector of the JSE, under the
abbreviated name "Mine Waste Solutions", share code "MWNT" and ISIN
ZAE000156261 with effect from the commencement of trade on Friday, 15 July
2011.
1. Introduction and background
The Company, as issuer, First Uranium, as Put or Exchange Counterparty and
Guarantor, Chemwes (Proprietary) Limited, Ezulwini Mining Company
(Proprietary) Limited, First Uranium (Proprietary) Limited and First Uranium
Limited, as Guarantors, and GMG Trust Company SA Limited, as Indenture
Trustee, entered into the Rand Indenture, dated 23 April 2010, providing for
the issue of the Rand Notes, which are secured convertible notes due 31 March
2013.
Pursuant to the terms of the Rand Indenture as detailed in the pre-listing
statement, the Company and First Uranium agreed with the Indenture Trustee
for the benefit of the registered holders, that upon receipt of a written
request from registered holders of not less than 75% of the outstanding Rand
Notes the Company and FIU will take all reasonable steps and actions and do
all such acts as required to, among other things, obtain a listing of the
Rand Notes on a Recognized Stock Exchange. On 29 September 2010, such a
written request was received by the Company.
2. Business Overview
i) Overview of MWS
The Company was incorporated pursuant to the laws of the Republic of South
Africa on January 31, 2000 under the name of Evertrade 57 (Pty) Limited. The
Company changed its name to Mine Waste Solutions (Pty) Limited on 17 April
2000. The Company is an indirect wholly owned subsidiary of First Uranium.
MWS operations consist of a gold and uranium tailings recovery operation
located in the western portion of the Witwatersrand basin, approximately 160
km from Johannesburg and approximately 8 km from the town of Klerksdorp at
Stilfontein, in the North West Province, South Africa. MWS comprises
fourteen tailings dams. Twelve of the tailings dams originated from the
processing of material from Buffelsfontein Gold Mines Limited ("BGM")
(formerly the Buffelsfontein and Hartebeesfontein Underground Gold Mines),
and three of the tailings dams were acquired through the acquisition of MWS
in 2007 (one of which has since been mined out), which originated from the
processing of material from the now defunct Stilfontein Gold Mine. MWS
operations also include a gold recovery plant on the MWS site, situated near
the currently operating BGM Underground Mine and which is currently
recovering gold from the tailings recovered. The current operations involve
the hydraulic mining of four of the twelve tailings dams using high pressure
water cannons to slurry the tailings which are pumped to processing plants at
MWS for the recovery of gold.
ii) Overview of First Uranium
FIU is focused on the development and operation of gold and uranium projects
in South Africa. FIU`s goal is to become a significant low-cost producer of
gold and uranium from its Ezulwini Mine and the Mine Waste Solutions tailings
recovery facility. To expand its production profile, First Uranium has
expanded the capacity of MWS operation and is ramping up production at the
Ezulwini Mine and plans to pursue other value-enhancing opportunities in
South Africa.
The Ezulwini Mine was constructed in the 1960s with historical production of
approximately 14 million pounds of uranium and 12 million ounces of gold
until it was put on care-and-maintenance in 2001, which was its status when
FIU acquired the mine in 2006. The Ezulwini Mine lies within the
Witwatersrand Basin, located approximately 40 kilometres from Johannesburg on
the outskirts of the town of Westonaria in the Gauteng Province, South
Africa. The Ezulwini Mine is an underground mine that has two separate
tabular ore bodies about 400 metres apart. The UE ore body, where most of the
mining has been done to date, is a gold only deposit. The ME ore body is a
gold and uranium deposit and is relatively unexploited. The mine represents
in excess of 13.2 million tonnes of measured and indicated mineral resources
containing 2.7 million ounces of gold and 6.7 million pounds of uranium and
159 million tonnes of inferred mineral resources containing 25.5 million
ounces of gold and 189 million pounds of uranium (see most recent Technical
report for the Ezulwini Mine dated 2 February 2011 and filed on SEDAR on 3
February 2011). Mineral reserves have not yet been estimated for the Ezulwini
Mine.
3. Salient features of the Rand Notes
i) The Rand Notes Indenture
The Rand Notes Indenture was concluded on 23 April 2010 whereby the Rand
Notes were issued to Rand Note holders. The Rand Notes Indenture sets out the
rights, terms and conditions of the Rand Notes and is included in the pre-
listing statement ("the Rand Notes Indenture").
ii) Entitlements to interest and interest payment dates
The Rand Notes bear interest at a rate of 11 percent per annum, payable semi-
annual in arrears on the interest payment dates, being 30 September and 31
March of each year. The first interest payment was on 30 September 2010 for
the period from and including 26 April 2010 to but excluding the interest
payment date.
The rate of interest stipulated in the Rand Notes Indenture, being 11% per
annum on the principle amount of ZAR1 000 per Rand Note, is calculated using
the nominal rate method of calculation and will not be calculated using the
effective rate method of calculation or any other basis that gives effect to
the principle of deemed re-investment of interest.
iii) Conversion of the Rand Notes
Subject to the conditions in the Rand Notes Indenture, each Rand Note is
convertible into freely tradeable common shares of FIU at the option of the
holder at any time prior to the close of business on the business day
immediately preceding the maturity date of 31 March 2013 or, if the Company
calls for repurchase pursuant to section 3.2 of the Rand Notes Indenture, the
business day immediately preceding the interest payment date. Each Rand Note
has a principal amount of ZAR1,000 and is convertible in terms of the put and
exchange right into common shares of FIU at a conversion price of ZAR9.31 per
common share, subject to adjustments detailed in paragraph 6.1 of the Rand
Notes Indenture.
4. Copies of the pre-listing statement
Copies of the pre-listing statement will be posted to all Rand Note holders
on 8 July 2011, as well as being made available during normal business hours
from 8 July 2011 at the registered South African office of MWS at 2 Goud
Avenue, Waterpan, Westonaria, 1780, the offices of PSG Capital at Ground
Floor, DM Kisch House, Inanda Greens Business Park, 54 Wierda Valley,
Sandton, 2196, and at 1st Floor Ou Kollege, 35 Kerk Street, Stellenbosch and
the offices of Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton.
Alternatively the pre-listing statement can be downloaded from First
Uranium`s website at www.firsturanium.com
5. Financial information
The historical financial information for Mine Waste Solutions and First
Uranium can be downloaded from First Uranium`s website at
www.firsturanium.com
6 July 2011
Johannesburg
Transaction advisor - PSG Capital (Pty) Limited
Debt sponsor - Investec Bank Limited
Attorneys - Eversheds
Transfer secretaries - Computershare Investor Services (Pty) Limited
For further information, please contact:
Mary Batoff
Vice President, Legal
1 416 306 3081
Suite 1210, 141 Adelaide Street West
Toronto, Ontario, Canada M5H 3L5
mary@firsturanium.ca
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.
Date: 06/07/2011 10:00:01 Produced by the JSE SENS Department.
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