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SIM
SIIF
SIM - Simmers -First Uranium: Filing of Initial Public Offering Final Prospectus
Simmer & Jack Mines, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1924/007778/06)
Share code: SIM & ISIN Code: ZAE00006722
First Uranium Corporation Announces Filing of Initial Public Offering Final
Prospectus
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Simmer & Jack Mines, Limited ("Simmer & Jack") is pleased to announce that First
Uranium Corporation (the "Company") has filed a final long form prospectus with
the Canadian securities regulatory authorities in connection with the Company`s
initial public offering (the "Offering") of common shares. The Company and
Simmer & Jack have entered into an underwriting agreement with a syndicate of
underwriters led by RBC Capital Markets and including Canaccord Capital
Corporation, National Bank Financial Inc., GMP Securities L.P., Sprott
Securities Inc., Orion Securities Inc., Raymond James Ltd. and Wellington West
Capital Markets Inc. (the "Underwriters") pursuant to which the Underwriters
have agreed to purchase 29 million common shares of the Company at a price per
common share of Cdn.$7.00 for aggregate gross proceeds to the Company of
Cdn.$203 million. In addition, the Company has granted to the Underwriters an
over-allotment option pursuant to which they have the right to purchase up to an
additional 4,350,000 common shares of the Company during the 30 day period
following the closing of the Offering. The Company expects the Offering to close
on or about December 20, 2006.
Concurrently with the closing of the Offering, the Company will acquire from
Simmer & Jack certain assets, including the shares of First Uranium
(Proprietary) Limited and Ezulwini Mining Company (Proprietary) Limited ("EMC"),
pertaining to the proposed Ezulwini and Buffelsfontein uranium and gold projects
in South Africa (the "Reorganization"). The Ezulwini project will involve the
recommissioning of the underground Ezulwini uranium and gold mining operation
and the Buffelsfontein project will involve the construction of a tailings
reprocessing facility. Following the completion of the Reorganization and the
Offering, Simmer & Jack will hold an approximate 69.6% interest in the Company
(prior to the exercise of the Over-Allotment Option).
The net proceeds from the Offering will be used by the Company primarily to fund
the development of the Ezulwini and Buffelsfontein projects, including the
acquisition from a third party of certain surface and underground assets
relating to the Ezulwini mine. The net proceeds of the Offering will also be
used to repay to Simmer & Jack certain indebtedness incurred by Simmer & Jack on
EMC`s behalf in respect of the Ezulwini mine.
The Toronto Stock Exchange has conditionally approved the listing of the
Company`s common shares, subject to satisfaction of standard listing conditions,
under the stock symbol "FIU".
The securities described herein have not been registered under the United States
Securities Act of 1933 (the "U.S. Securities Act"), as amended, and may not be
offered or sold in the United States unless registered under the U.S. Securities
Act or unless an exemption from registration is available.
This document may contain or refer to forward-looking information based on
current expectations. Forward-looking statements are subject to significant
risks and uncertainties, and other factors that could cause actual results to
differ materially from expected results. These forward-looking statements are
made as of the date hereof and we assume no responsibility to update or revise
them to reflect new events or circumstances.
Johannesburg
14 December 2006
Lead underwriter and South African Sponsor
manager to the IPO: investment bank: Sasfin Capital:
RBC Capital Markets Investec Bank Limited a division of Sasfin Bank
Limited
South African legal Canadian legal Reporting accountants:
advisors: advisors: PriceWaterhouseCoopers
Routledge Modise Fasken Martineau
DuMoulin
Independent technical
consultants:
Roscoe Postle
Associates
Date: 14/12/2006 08:47:01 Produced by the JSE SENS Department.
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