First Uranium responds to reports that Waterpan Mining Consortium Pty is seeking financing to make an offer for the common shares of First Uranium

TORONTO AND JOHANNESBURG, June 5, 2012 /CNW/ – First Uranium Corporation (TSX:FIU), (JSE:FUM) (ISIN:CA33744R1029) ("FIU" or the "Company") has responded to press reports about Waterpan Mining Consortium Pty (Waterpan) which stated on June 1, 2012 that it is attempting to raise funds for a substantial offer to acquire 100% of the shares of FIU.

The Company, under its previously announced agreements with both AngloGold Ashanti Limited and Gold One International Limited, has undertaken to take all such steps necessary to put into effect the proposed sales of its Ezulwini and Mine Waste Solutions assets.  Notwithstanding the commitment of FIU to the transactions, any party is free to make a formal offer to the Company's shareholders to acquire all or a portion of their shares.

While FIU as a public company, without a "poison pill" or shareholders rights plan, is open to receiving offers to its shareholders, the Company cautions against shareholders acting in response to announcements that future offers will be made without the offeror making an unconditional, fully financed formal offer on terms which are not coercive or misleading.

The transactions with AngloGold Ashanti Limited and Gold One International Limited are fully funded and almost all of the conditions precedent to completion have been fulfilled.  It is anticipated that, if approved by shareholders, the transactions will be completed June 29, 2012.

FIU notes the following:

  • Under its Canadian Note Indenture and its Rand Note Indenture, which govern the Secured Convertible Notes dueMarch 31, 2013, FIU must commence within 30 days of the occurrence of a change of control, an offer to purchase all of the outstanding Notes for 105% of the principal amounts of Cdn $110 million and ZAR 418.6 million, respectively, plus accrued and unpaid interest.
  • Under its Debenture Indenture, FIU must commence, within 30 days of the occurrence of a change of control, an offer to purchase all of the outstanding Debentures due June 30, 2012 at a purchase price equal to 100% of the principal amount of Cdn $150 million, plus accrued and unpaid interest.
  • In order to finance the acquisition in cash of 50% or more of the common shares of FIU, an offeror such as Waterpan would have to have sufficient cash resources to: (i) repay the required amounts under each of the Secured Convertible Notes, the Debentures and the $10 million outstanding under the loan from Gold One International Limited, plus interest on all of this debt, which the Company estimates will be in excess of an aggregate of Cdn $340 million; (ii) severance costs triggered by the change of control terms under employment agreements; (iii) have sufficient working capital to continue the operations at Mine Waste Solutions and Ezulwini (together with corporate costs); and (iv) purchase the common shares together with related costs at a premium to the amount provided under the proposed transactions.  The above may result in total aggregate REQUIRED funding in excess of $450 million.
  • If the transactions with AngloGold Ashanti Limited and Gold One International Limited are terminated there can be no assurances that the Company could realize more than the aggregate of $405 million payable under the existing agreements.
  • Under applicable securities laws, the time required for Waterpan to make a formal bid now would likely extend beyond June 30, 2012 which would result in a default under the terms of the Debentures and the Gold One Loan, and would also trigger a default under other agreements, including the indentures governing the Secured Convertible Notes.  Furthermore, if as a result of the termination of the asset sales, FIU is insolvent, it may lose any rights granted in South Africa to carry on its mining operations.

Shareholders and debtholders are reminded to vote their proxy FOR the transactions and all related proposals before the proxy voting deadline on Monday, June 11, 2012 at 5:00 p.m. (Toronto time).

If you have any questions about the information contained in the management information circulars or require assistance with voting your securities, please contact Kingsdale Shareholder Services Inc. by telephone at 1-866-581-1571 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or by email at [email protected].

About First Uranium Corporation

First Uranium Corporation operates the Ezulwini Mine, an underground mining operation, and Mine Waste Solutions, a tailings recovery facility. Both operations are situated in South Africa.

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 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. Accordingly, readers should not place undue reliance on forward-looking statements that are included herein, except in accordance with applicable securities laws.

For further information:John Hick or Mary Batoff (416) 306‐3072 [email protected]