FIRST URANIUM ANNOUNCES LISTING OF RAND NOTES ON THE JSE LIMITED
First Uranium Corporation
(Continued under the laws of British Columbia, Canada)
(Registration number C0777384)
(South African registration number 2007/009016/10)
Share code: FUM ISIN:CA33744R1029
TORONTO AND JOHANNESBURG, July 6, 2011 /PRNewswire/ - First Uranium Corporation (TSX:FIU) (JSE:FUM) (FUM ISIN:CA33744R1029) ("First Uranium") announced today that effective Friday July 15, 2011 the 11% secured convertible notes (the "Rand Notes") of Mine Waste Solutions (Proprietary) Limited ("MWS" or the "Company") due March 31, 2011, will be listed for trading on the JSE Limited. The Rand Notes were issued under a note indenture dated April 23, 2010, entered into between MWS and GMG Trust Company SA Limited, as trustee.
Below is the abridged pre-listing statement which contains the salient information in respect of the listing of the Rand Notes by MWS which is more fully described in the pre-listing statement. For a full appreciation of the Rand Notes listing, the pre-listing statement, which is available on request as set out below, should be read in its entirety.
These securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities law, and they 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 or sale of, or a solicitation of an offer to buy, these securities in the United States.
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is not an invitation to the public to subscribe for or an offer to the public to purchase secured, convertible 11% Rand Notes in the Company ("the Rand Notes"), but is prepared and issued in terms of the Debt Listings Requirements for the purpose of providing the public and Noteholders of Mine Waste Solutions with information pertaining to the listing of the ZAR1,000 convertible Rand Notes, the Company and First Uranium Corporation ("First Uranium" or "FIU").
The JSE has formally approved the listing of 418,605 Rand Notes on the main board of the JSE, in the "Nonferrous Metals" sector of the JSE, under the abbreviated name "Mine Waste Solutions", share code "MWNT" and ISIN ZAE000156261 with effect from the commencement of trade on Friday, 15 July 2011.
| 1. | Introduction and background |
| The Company, as issuer, First Uranium, as Put or Exchange Counterparty and Guarantor, Chemwes (Proprietary) Limited, Ezulwini Mining Company (Proprietary) Limited, First Uranium (Proprietary) Limited and First Uranium Limited, as Guarantors, and GMG Trust Company SA Limited, as Indenture Trustee, entered into the Rand Indenture, dated 23 April 2010, providing for the issue of the Rand Notes, which are secured convertible notes due 31 March 2013. | |
| Pursuant to the terms of the Rand Indenture as detailed in the pre-listing statement, the Company and First Uranium agreed with the Indenture Trustee for the benefit of the registered holders, that upon receipt of a written request from registered holders of not less than 75% of the outstanding Rand Notes the Company and FIU will take all reasonable steps and actions and do all such acts as required to, among other things, obtain a listing of the Rand Notes on a Recognized Stock Exchange. On 29 September 2010, such a written request was received by the Company. | |
| 2. | Business Overview |
| i) Overview of MWS | |
| The Company was incorporated pursuant to the laws of the Republic of South Africa on January 31, 2000 under the name of Evertrade 57 (Pty) Limited. The Company changed its name to Mine Waste Solutions (Pty) Limited on 17 April 2000. The Company is an indirect wholly owned subsidiary of First Uranium. | |
| MWS operations consist of a gold and uranium tailings recovery operation located in the western portion of the Witwatersrand basin, approximately 160 km from Johannesburg and approximately 8 km from the town of Klerksdorp at Stilfontein, in the North West Province, South Africa. MWS comprises fourteen tailings dams. Twelve of the tailings dams originated from the processing of material from Buffelsfontein Gold Mines Limited ("BGM") (formerly the Buffelsfontein and Hartebeesfontein Underground Gold Mines), and three of the tailings dams were acquired through the acquisition of MWS in 2007 (one of which has since been mined out), which originated from the processing of material from the now defunct Stilfontein Gold Mine. MWS operations also include a gold recovery plant on the MWS site, situated near the currently operating BGM Underground Mine and which is currently recovering gold from the tailings recovered. The current operations involve the hydraulic mining of four of the twelve tailings dams using high pressure water cannons to slurry the tailings which are pumped to processing plants at MWS for the recovery of gold. | |
| ii) Overview of First Uranium | |
| FIU is focused on the development and operation of gold and uranium projects in South Africa. FIU's goal is to become a significant low-cost producer of gold and uranium from its Ezulwini Mine and the Mine Waste Solutions tailings recovery facility. To expand its production profile, First Uranium has expanded the capacity of MWS operation and is ramping up production at the Ezulwini Mine and plans to pursue other value-enhancing opportunities in South Africa. | |
| The Ezulwini Mine was constructed in the 1960s with historical production of approximately 14 million pounds of uranium and 12 million ounces of gold until it was put on care-and-maintenance in 2001, which was its status when FIU acquired the mine in 2006. The Ezulwini Mine lies within the Witwatersrand Basin, located approximately 40 kilometres from Johannesburg on the outskirts of the town of Westonaria in the Gauteng Province, South Africa. The Ezulwini Mine is an underground mine that has two separate tabular ore bodies about 400 metres apart. The UE ore body, where most of the mining has been done to date, is a gold only deposit. The ME ore body is a gold and uranium deposit and is relatively unexploited. The mine represents in excess of 13.2 million tonnes of measured and indicated mineral resources containing 2.7 million ounces of gold and 6.7 million pounds of uranium and 159 million tonnes of inferred mineral resources containing 25.5 million ounces of gold and 189 million pounds of uranium (see most recent Technical report for the Ezulwini Mine dated 2 February 2011 and filed on SEDAR on 3 February 2011). Mineral reserves have not yet been estimated for the Ezulwini Mine. | |
| 3. | Salient features of the Rand Notes |
| i) The Rand Notes Indenture | |
| The Rand Notes Indenture was concluded on 23 April 2010 whereby the Rand Notes were issued to Rand Note holders. The Rand Notes Indenture sets out the rights, terms and conditions of the Rand Notes and is included in the pre-listing statement ("the Rand Notes Indenture"). | |
| ii) Entitlements to interest and interest payment dates | |
| The Rand Notes bear interest at a rate of 11 percent per annum, payable semi-annual in arrears on the interest payment dates, being 30 September and 31 March of each year. The first interest payment was on 30 September 2010 for the period from and including 26 April 2010 to but excluding the interest payment date. | |
| The rate of interest stipulated in the Rand Notes Indenture, being 11% per annum on the principle amount of ZAR1 000 per Rand Note, is calculated using the nominal rate method of calculation and will not be calculated using the effective rate method of calculation or any other basis that gives effect to the principle of deemed re-investment of interest. | |
| iii) Conversion of the Rand Notes | |
| Subject to the conditions in the Rand Notes Indenture, each Rand Note is convertible into freely tradeable common shares of FIU at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date of 31 March 2013 or, if the Company calls for repurchase pursuant to section 3.2 of the Rand Notes Indenture, the business day immediately preceding the interest payment date. Each Rand Note has a principal amount of ZAR1,000 and is convertible in terms of the put and exchange right into common shares of FIU at a conversion price of ZAR9.31 per common share, subject to adjustments detailed in paragraph 6.1 of the Rand Notes Indenture. | |
| 4. | Copies of the pre-listing statement |
| Copies of the pre-listing statement will be posted to all Rand Note holders on 8 July 2011, as well as being made available during normal business hours from 8 July 2011 at the registered South African office of MWS at 2 Goud Avenue, Waterpan, Westonaria, 1780, the offices of PSG Capital at Ground Floor, DM Kisch House, Inanda Greens Business Park, 54 Wierda Valley, Sandton, 2196, and at 1st Floor Ou Kollege, 35 Kerk Street, Stellenbosch and the offices of Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton. | |
| Alternatively the pre-listing statement can be downloaded from First Uranium's website at www.firsturanium.com | |
| 5. | Financial information |
| The historical financial information for Mine Waste Solutions and First Uranium can be downloaded from First Uranium's website at www.firsturanium.com | |
| 6 July 2011 | |
| Johannesburg | |
| Transaction advisor PSG Capital (Pty) Limited | |
| Debt sponsor Investec Bank Limited | |
| Attorneys Eversheds | |
| Transfer secretaries Computershare Investor Services (Pty) Limited |
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
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