| Tue 27 Jun 2006, 8:42 | | sxr Uranium One announces Aflease Gold agreement t |
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SXR
SXR
sxr Uranium One announces Aflease Gold agreement to acquire shares of Randgold
sxr Uranium One Inc
(Formerly Southern Cross Resources Inc.)
(Incorporated in Canada)
(Registration number: 15096422420)
Share code on the JSE: SXR & ISIN: CA87112P1062
Share code on the TSX: SXR & ISIN: CA87112P1062
("Corporation")
26 Wellington Street East, Suite 820
Toronto, Ontario M5E 1S2
Trading Symbol: SXR - The Toronto Stock Exchange
NEWS RELEASE
June 23, 2006 Toronto, Ontario
Uranium One Announces Aflease Gold Agreement to Acquire Shares of Randgold and
Exploration
Toronto, Ontario and Johannesburg, South Africa: sxr Uranium One Inc. announced
today that its 79%-owned subsidiary, Aflease Gold Limited, has entered into a
share exchange agreement with a South African institution under which Aflease
Gold will acquire at its election not less than 7,500,000 and not more than
13,000,000 shares of Randgold and Exploration Ltd. ("Randgold").
In consideration for the Randgold shares, Aflease Gold will issue from treasury
on closing a number of shares equal to seven times the number of Randgold shares
it elects to acquire and, on a second closing, will issue additional shares
pursuant to a formula if Randgold"s net asset value, when this is in due course
determined, exceeds Rand 14.70 (Cdn $2.29) per share. A maximum of three times
the number of elected Randgold shares is issuable on such second closing if
Randgold"s net asset value exceeds Rand 21.00 (Cdn $3.28) per share. The
agreement is conditional on, among other things, JCI Limited confirming to
Aflease Gold that the unconditionally net recoverable indebtedness of JCI and
its subsidiaries to Randgold and its subsidiaries is not less than Rand 1.1
billion (Cdn $176.6 million). Closing is subject to Johannesburg stock exchange
approval and to the shareholders of Aflease Gold approving a resolution
increasing the company"s authorized share capital. Uranium One has advised
Aflease Gold that it intends to vote in favour of such resolution.
Completion of the share exchange transaction will increase Aflease Gold"s asset
base, give it additional flexibility with respect to the financing of its
assets, including the Modder East Gold Project, and enhance the liquidity of its
ordinary shares. While the transaction will reduce Uranium One"s interest in
Aflease Gold, Uranium One will continue to own a majority of Aflease Gold"s
issued ordinary shares.
The acquisition will give Aflease Gold an equity interest in Randgold of between
10.0% and 17.4%, which will complement Uranium One"s existing 11.6% interest in
Randgold. The combined stake in Randgold is expected to enable the two
companies to play a significant role in facilitating a resolution of the current
claims between Randgold and JCI, with the aim of securing full value for the
shareholders of Randgold, whether through a distribution of JCI"s assets or
otherwise.
Randgold was suspended from the Johannesburg stock exchange and NASDAQ in 2005
and a forensic investigation into its affairs is still ongoing. In light of
these developments, Uranium One wrote off its Randgold investment in December
2005. Randgold, however, continues to own a portfolio of mineral rights and
investments in mining and mineral exploration companies, including a 3.5%
interest in Western Areas Ltd., which holds a 50% joint venture interest in the
South Deep gold mine in South Africa. JCI"s assets include a 24.9% interest in
Western Areas Ltd.
About sxr Uranium One
sxr Uranium One Inc. is a Canadian uranium and gold resource company with a
primary listing on the Toronto Stock Exchange and a secondary listing on the
Johannesburg stock exchange. Uranium One owns the Dominion Uranium Project in
South Africa and the Honeymoon Uranium Project in South Australia, as well as a
number of exploration projects. The Corporation holds a 79% interest in
Johannesburg stock exchange-listed Aflease Gold Limited, which owns the Modder
East Gold Project in South Africa. Through a joint venture with Pitchstone
Exploration Ltd., Uranium One is also engaged in uranium exploration activities
in the Athabasca Basin of Saskatchewan.
For further information please contact:
Neal Froneman John Fraser Chris Sattler
Chief Executive Officer Corporate Communications Vice President, Investor
Relations
Tel: + 27 11 482-3605 Tel: + 27 11 482-3605 Tel: +1 416 350-3657
Cautionary note concerning forward-looking statements: Statements in this
release that are not historical facts are "forward-looking statements" involving
known and unknown risk and uncertainties which are beyond the ability of the
Corporation to control or predict and which could cause actual events or results
to differ materially from those anticipated in such forward-looking statements.
To receive the Corporation"s news releases by email, contact Carol Smith,
Investor Relations at carol@uranium1.com or Chris Sattler, Vice President,
Investor Relations, at chris@uranium1.com. The TSX has neither approved nor
disapproved of the information contained herein.
Date: 27/06/2006 08:42:04 AM Produced by the JSE SENS Department
