FIRST URANIUM ANNOUNCES LISTING OF RAND NOTES ON THE JSE LIMITED
TORONTO AND JOHANNESBURG, July 6, 2011 /CNW/ --
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 /CNW/ - 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.
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Mary Batoff
Vice President, Legal
1 416 306 3081
Suite 1210, 141 Adelaide Street West
Toronto, Ontario, Canada M5H 3L5
mary@firsturanium.ca