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Update on Sale
First Uranium Corporation
(Continued under the laws of Ontario, Canada)
(Registration number 2082276)
(South African registration number 2007/009016/10)
Share code: FUU ISIN: CA33744R5087
NEWS RELEASE July 23, 2012
First Uranium announces update on the sale of its Ezulwini Mine to Gold One
International Limited
All amounts are in US dollars unless otherwise noted.
Toronto and Johannesburg First Uranium Corporation (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.
For further information:
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). 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.
www.firsturanium.com
Date: 23/07/2012 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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