TORONTO AND JOHANNESBURG - April 2, 2012 - First Uranium
Corporation (TSX: FIU; JSE: FUM)(ISIN: CA33744R1029) ("FIU"
or the "Company") announced that the Company has signed a
binding Sale of Shares and Claims Agreement (the "Gold One
Agreement") for the sale of
100% of the issued shares of, and all shareholders' claims
against, First Uranium Limited (Cyprus) ("FUL"), which holds
all of the issued shares of the Ezulwini Mining Company
(Proprietary) Limited ("EMC"), for a total consideration of
US$ 70 million t o Gold One International Limited ("Gold
One") (the "Gold One Transaction").
The Gold One Agreement reflects the material terms and
conditions outlined in the Letter Agreement entered into by
the Company and Gold One on March 2, 2012 and detailed in the
Company's announcement released on the same day.
As previously announced, the Gold One Transaction is subject
to fulfillment of a number of conditions precedent including,
inter alia, and to the extent required: (a) release of the
security against the assets of EMC relating to the Secured
Convertible Cdn $110 million Notes due March 31, 2013, the
Secured Convertible ZAR 418.6 million Notes due March 31,
2013 , and the US$10 million loan facility made available to
the Company by Gold One; (b) receipt of all necessary
consents, rulings or directives from the Minister of the
Department of Mineral Resources; (c) FUL and/or EMC shall
have no liability to the Company or any of its other
affiliates; (d) approval of the Gold One Transaction by all
applicable regulator y authorities including the Competition
Authorities (the "Competition Act Approval"), the South
African Reserve Bank, the Toronto Stock Exchange, the JSE
Limited and the Australian Stock Exchange; (e) Nuclear Fuels
Corporation of South Africa (Nufcor) consents in writing to
the cession and delegation of certain of the rights and
obligations of FIU for 50% of the capacity to which the
Company is entitled under the existing Toll Treatment
Agreement between the Company and Nufcor; (f) the approval of
the Gold One Transaction by no less than 66 2/3% of the votes
cast in person or by proxy, by the Company's shareholders, at
a duly called and properly constituted meeting of the
Company; (g) no material adverse change with regard to FUL
and EMC and/or their businesses; and, (h) concluding the
indirect sale of all of the shares of the MWS tailings
recovery project to AngloGold Ashanti Limited.
During the period from March 2, 2012 to the closing of the
Gold One Transaction, EMC will continue to carry on business
in the ordinary course and with reasonable diligence in
accordance with international mining industry practices, and
with the exception of requisite discretionary capital
expenditures, substantially in accordance with its existing
budget. In addition, the Company has given a number of
representations, warranties and indemnities which are
customary in transactions of this nature. In order to protect
Gold One in the event of any breach of any representation,
warranty, indemnity or any other provision of the Gold One
Agreement, the parties have agreed that at closing US$5
million of the Purchase Price will be placed in escrow for a
period ending on the later of: (i) six (6) months from the
earlier of the
date that Gold One assumes the day-to-day management control
of the business of EMC and the date the Gold One Transaction
is implemented, and (ii) December 31, 2012 (the "Gold One
Escrow"). If there are claims for loss or liability, which in
the aggregate are less than US$500,000, Gold One will have no
claim on the Gold One Escrow. If the aggregate claims exceed
US$500,000, Gold One may claim its entire loss up to the
limit of US$5 milli on but FIU will have no further liability
to Gold One under the Gold One Agreement.
The Gold One Agreement provides that completion of the Gold
One Transaction will occur no later than June 29, 2012 (the
"Long Stop Date"). However if the Competition Act Approval
has not been obtained by the Long Stop Date, then the date
for fulfillment of that condition precedent shall, by either
FIU or Gold One giving the other written notice thereof,
automatically extend to August 31, 2012.
The Gold One Agreement provides for a management agreement
(the "Management Agreement") to be concluded, if agreed to,
among Gold One and EMC , pursuant to which Gold One, during
the management period, assumes day-to-day management control
of the business of EMC. The implementation of the Management
Agreement would commence on receipt by Gold One of the
Competition Act Approval. If the Management Agreement is
implemented, its application would terminate on the earlier
of the date that the Gold One Agreement terminates for any
reason, and the date the Gold One Transaction is implemented.
The performance and operational risk in respect of the
business, affairs and operations of EMC will pass to Gold One
on the earlier of the date that Gold One assumes management
of EMC under the terms of the Management Agreement and the
date upon which the Gold One Transaction is implemented.
For further information, please contact: John Hick or Mary
Batoff
(416) 306-3072
mary@firsturanium.ca
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,
including without limitation, the statements regarding the
proposed transactions with Gold One International Limited and
AngloGold Ashanti Limited. No assurance can be given that the
Company will be
successful in concluding the proposed transactions and
achieve the desired results . Accordingly, readers should not
place undue reliance on forward-looking statements that are
included herein, except in accordance with applicable
securities laws.
distributed by | This press release was issued by First Uranium Corporation and was initially posted at http://www.firsturanium.com/sjfu/action/media/downloadFile?media_fileid=1863 . It was distributed, unedited and unaltered, by noodls on 2012-04-02 14:04:15 PM. The issuer is solely responsible for the accuracy of the information contained therein. |