Wrap Text
MWNT - Mine Waste Solutions (Proprietary) Limited - First Uranium and Gold One
execute definitive agreement for sale of Ezulwini Mine
Mine Waste Solutions (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/1443/07)
(a wholly-owned subsidiary of First Uranium Corporation)
JSE code MWNT ISIN: ZAE000156261
FIRST URANIUM AND GOLD ONE EXECUTE DEFINITIVE AGREEMENT FOR SALE OF EZULWINI
MINE
JOHANNESBURG - April 2, 2012 - Noteholders of Mine Waste Solutions
(Proprietary) Limited (JSE:MWNT) (ISIN: ZAE ZAE000156261)("the Company or MWS")
are referred to the announcement by First Uranium Corporation (TSX: FIU) (JSE:
FUM) (ISIN: CA33744R1029) released earlier on SENS today informing shareholders
of First Uranium Corporation ("FIU"), that FIU 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 to 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 FIU and Gold One on March 2, 2012 and
detailed in FIU`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 FIU 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 FIU or any of its other
affiliates; (d) approval of the Gold One Transaction by all applicable
regulatory 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
FIU is entitled under the existing Toll Treatment Agreement between FIU 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 FIU`s shareholders, at a duly called
and properly constituted meeting of FIU; (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, FIU 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 million 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
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). First Uranium 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 First Uranium 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, including without limitation, the statements regarding the proposed
transactions with Gold One International Limited and AngloGold Ashanti Limited.
No assurance can be given that First Uranium Corporation 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.
Sponsor:
Investec Bank Limited
Date: 02/04/2012 08:25:22 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.