| Tue 19 Jun 2012, 10:01 | | FUM - First Uranium Corporation - Report on voting results |
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FUM
FIU
FUM - First Uranium Corporation - Report on voting results
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 CORPORATION
REPORT ON VOTING RESULTS
In accordance with section 11.3 of National Instrument 51-102 - Continuous
Disclosure Obligations of the Canadian securities regulatory authorities, we
hereby advise of the results of voting on the matters submitted to the
special meeting (the "Meeting") of the shareholders (the "Shareholders") of
First Uranium Corporation (the "Corporation") held on June 13, 2012. At the
Meeting, Shareholders were asked to consider certain special business.
All capitalized terms not defined herein, shall have the meanings ascribed
thereto in the management information circular of the Corporation dated May
4, 2012 (the "Circular").
The matters voted upon at the Meeting and the results of the voting were as
follows:
ITEM 1
AngloGold Resolution: To consider and, if deemed advisable, to pass, with or
without variation, a special resolution of the Corporation, the full text of
which is set forth in Schedule "A" to the Circular, (the "AngloGold
Resolution"), approving the transactions provided for in a sale of shares and
associated claims agreement among AngloGold Ashanti Limited ("AngloGold"),
the Corporation, and its wholly-owned subsidiary First Uranium Limited
("FUL"), dated March 2, 2012 (the "AngloGold Agreement"), as more
particularly described in the Circular.
Results
By way of ballot on the votes cast by holders of Common Shares, with at least
66-23% of the votes required, 124,499,461 were voted FOR the resolution,
representing 91.74% of the votes cast at the Meeting, and 11,210,868 were
voted AGAINST the resolution, representing 8.26% of the votes cast at the
Meeting.
On the votes cast by holders of Common Shares, excluding 78,252,143 Common
Shares held by the Insiders, with a simple majority required, 46,247,319 were
voted FOR the resolution, representing 80.49% of the votes cast at the
Meeting, and 11,210,868 were voted AGAINST the resolution, representing
19.51% of the votes cast at the Meeting.
ITEM 2
Gold One Resolution: To consider and, if deemed advisable, to pass, with or
without variation, a special resolution of the Corporation, the full text of
which is set forth in Schedule "A" to the Circular, (the "Gold One
Resolution"), approving the transactions provided for in a sale of shares and
claims agreement among Gold One International Limited ("Gold One"), the
Corporation and FUL, dated March 30, 2012 (the "Gold One Agreement"), as more
particularly described in the Circular.
Results:
By way of ballot on the votes cast by holders of Common Shares, with at least
66-23% of the votes required, 124,491,162 were voted FOR the resolution,
representing 91.73% of the votes cast at the Meeting, and 11,229,668 were
voted AGAINST the resolution, representing 8.27% of the votes cast at the
Meeting.
ITEM 3
Additional Common Shares Resolution: To consider and, if deemed advisable,
to pass, with or without variation, an ordinary resolution of the
Corporation, the full text of which is set forth in Schedule "A" to the
Circular (the "Additional Common Shares Resolution"), approving the issuance
of Common Shares in connection with the exercise of the Corporation`s right
to repay the Corporation`s 4.25% senior unsecured convertible Cdn$150 million
debentures due June 30, 2012 (the "Debentures") with Common Shares in
accordance with section 3.7 of the indenture governing the Debentures in the
event that the Corporation does not proceed with the transactions provided
for in the AngloGold Agreement and the Gold One Agreement or either of them,
as more particularly described in the Circular.
Results:
By way of ballot on the votes cast by holders of Common Shares, with a simple
majority required 78,006,734 were voted FOR the resolution, representing
57.42% of the votes cast at the Meeting, and 57,838,196 were voted AGAINST
the resolution, representing 42.58% of the votes cast at the Meeting.
ITEM 4
Note Resolution: To consider and, if deemed advisable, to pass, with or
without variation, a special resolution of the Corporation, the full text of
which is set forth in Schedule "A" to the Circular (the "Note Resolution"),
approving the terms of a supplemental indenture in respect of the
Corporation`s 7% secured convertible Cdn$110 million notes due March 31, 2013
(the "Canadian Notes"), and the terms of the supplemental indenture in
respect of the Corporation`s 11% secured convertible ZAR 418.6 million notes
due March 31, 2013 (the "Rand Notes" and together with the Canadian Notes,
the "Notes"), as more particularly described in the Circular.
Results:
By way of ballot on the votes cast by holders of Common Shares, with at least
66-23% of the votes required, 125,450,220 were voted FOR the resolution,
representing 92.35% of the votes cast at the Meeting, and 10,394,710 were
voted AGAINST the resolution, representing 7.65% of the votes cast at the
Meeting.
On the votes cast by holders of Common Shares, excluding 78,252,143 Common
Shares held by the Insiders, with a simple majority required, 47,198,077 were
voted FOR the resolution, representing 81.95% of the votes cast at the
Meeting, and 10,394,710 were voted AGAINST the resolution, representing
18.05% of the votes cast at the Meeting.
ITEM 5
Continuance Resolution: To consider and, if deemed advisable, to pass, with
or without variation, a special resolution of the Corporation, the full text
of which is set forth in Schedule "A" to the Circular, (the "Continuance
Resolution"), approving the continuance of the Corporation under the laws of
Ontario as if the Corporation had been incorporated under the laws of Ontario
(the "Continuance"), as more particularly described in the Circular.
Results:
By way of ballot on the votes cast by holders of Common Shares, with at least
66-23% of the votes required, 126,469,223 were voted FOR the resolution,
representing 93.03% of the votes cast at the Meeting, and 9,475,707 were
voted AGAINST the resolution, representing 6.97% of the votes cast at the
Meeting.
ITEM 6
Reorganization Resolution: To consider and, if deemed advisable, to pass,
with or without variation, a special resolution of the Corporation, the full
text of which is set forth in Schedule "A" to the Circular (the
"Reorganization Resolution"), approving the Reorganization of Capital of the
Corporation, pursuant to section 86 of the Tax Act (as defined herein),
pursuant to which, among other things, each of the issued and outstanding
Common Shares of the Corporation will be exchanged for 100 newly created
Class A Special Shares (as defined in the Circular) and one (1) newly created
Class B Common Share (as defined in the Circular), as more particularly
described in the Circular.
Results:
By way of ballot on the votes cast by holders of Common Shares, with at least
66-23% of the votes required, 93,148,152 were voted FOR the resolution,
representing 93.54% of the votes cast at the Meeting, and 6,428,602 were
voted AGAINST the resolution, representing 6.46% of the votes cast at the
Meeting.
ITEM 7
Bylaw Resolution: To consider and, if deemed advisable, to pass, with or
without variation, an ordinary resolution of the Corporation, the full text
of which is set forth in Schedule "A" to the Circular (the "By-law
Resolution"), approving the bylaws of the Corporation, as more particularly
described in the Circular.
Results:
By way of ballot on the votes cast by holders of Common Shares, with a simple
majority required 107,732,693 were voted FOR the resolution, representing
91.44% of the votes cast at the Meeting, and 10,084,096 were voted AGAINST
the resolution, representing 8.56% of the votes cast at the Meeting.
Dated this 19th day of June, 2012.
Sponsor: Investec Bank Limited
Date: 19/06/2012 10:01:01 Produced by the JSE SENS Department.
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