/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
(all amounts are in Canadian dollars unless otherwise indicated)
TORONTO and JOHANNESBURG, April 26 /CNW/ - 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
- 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
- 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
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.
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.
SOURCE First Uranium Corporation
For further information: For further information: Bob Tait, Vice President, Investor Relations at firstname.lastname@example.org, (416) 342-5639 (office) or (416) 558-3858 (mobile), 1240-155 University Avenue, Toronto, ON, M5H 3B7