All amounts are in US dollars unless otherwise noted.
TORONTO and JOHANNESBURG, July 23, 2012 /CNW/ - First Uranium Corporation (TSX:FIU.UN), (JSE:FUU) (ISIN:CA33744 R5087) ("First Uranium" or "the Corporation") today announced that on July 20, 2012, all of the conditions precedent to the Gold One Transaction (as defined below) had been satisfied or waived. Each of the parties have confirmed such in writing and the Closing Date, as defined in the Gold One Agreement (as defined below), is scheduled to occur on July 27, 2012, and the implementation of the Gold One Transaction is expected to occur on August 1, 2012 (the "Implementation Date").
The Corporation entered into a definitive agreement (the "Gold One Agreement") for the sale of First Uranium Limited ("FUL"), a wholly-owned subsidiary of the Corporation which owns all of the shares of Ezulwini Mining Company (Proprietary) Limited to Gold One International Limited ("Gold One") for $70 million in cash (the "Gold One Transaction").
On the Closing Date, all of the documents required to conclude the Gold One Transaction will be delivered to Edward Nathan Sonnenbergs as Closing Document Stakeholder, and the purchase price will be delivered to Computershare Trust Company of Canada ("CTCC") as Purchase Price Stakeholder. On the Implementation Date, FUL will ensure that the Working Capital Ratio, as defined in and required by the Gold One Agreement, is at least 1:1 as at the Closing Date, following which the Closing Document Stakeholder will release the closing documents from escrow, and the Purchase Price Stakeholder will pay $65 million to First Uranium and $5 million (the "Deferred Payment") will be held by CTCC in the capacity as escrow agent for the Deferred Payment. The Deferred Payment is to be held for a period of six months (the "Escrow Period") commencing on the Implementation Date. At the end of the Escrow Period, the Deferred Payment, less any claims made and payable in accordance with the Gold One Agreement, if any, shall be paid to the First Uranium Corporation.
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 Corporation'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 Corporation'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
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