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Rua Gold Inc. M&A Activity 2022

Jul 5, 2022

47706_rns_2022-07-04_fbb985c6-af8b-48c4-83ac-725dbab0e981.pdf

M&A Activity

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FIRST URANIUM RESOURCES LTD. 1500 – 1055 West Georgia Street Vancouver, British Columbia V6E 4N7

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

FIRST URANIUM RESOURCES LTD. CLOSES ACQUISITION OF SOUTHWIND CORPORATION

Vancouver, British Columbia, July 4, 2022 – First Uranium Resources Ltd. (the “ Company ” or “ First Uranium ”) (CSE: URNM) is pleased to announce, further to its news releases of March 4, 2022 and April 26, 2022, that it has entered into an agreement dated effective June 30, 2022 (the “ Amending Agreement ”) altering certain terms of the Share Option Agreement dated April 22, 2022 among the Company, Southwind, Paul Barrett and Erika Syba (collectively with the Amending Agreement, the “ Option Agreement ”). Southwind holds a 100% interest in a land package located in Arkansas comprising a phosphate and rare earth metals project. Pursuant to the terms of the Option Agreement, the Company was granted the option (the “ Option ”) to acquire 100% of the issued and outstanding shares of Southwind in consideration for an aggregate of 13,333,327 common shares in the capital of the Company (“ Shares ”) and a cash payment of USD$250,000. The Option has now been exercised.

Upon exercise of the Option and in satisfaction of the consideration payable under the Option Agreement, as amended, the Company issued 13,333,327 Shares at a deemed price of CDN$0.40 per Share and made a cash payment of USD$250,000 to Southwind. The Shares are subject to a voluntary hold period and will be automatically released in accordance with the following schedule: (i) 20% on June 30, 2022; and (ii) 10% every three months thereafter to the 24 month anniversary of the date of issuance. The Company is required to spend USD$3,000,000 on the Southwind properties in the next year (the “ Required Expenditures ”). If the Company does not incur the Required Expenditures, the founders of Southwind will have an option to reacquire Southwind from the Company. Pursuant to the terms and conditions of the Option Agreement, the Company paid a finder’s fee of 2,000,000 Shares (“ Finder’s Shares ”) to Commodity Partners Inc.

The Shares and Finder’s Shares issued in connection with the Option Agreement are subject to a statutory hold period of four months plus one day in accordance with applicable securities legislation ending on October 31, 2022.

The securities referred to in this news release have not been and will not be registered under the United States (“ U.S. ”) Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), or any state securities laws and may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons absent registration or compliance with an applicable exemption from registration requirements of the U.S. Securities Act and applicable state securities laws.

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For further information contact:

Kelvin Lee Chief Financial Officer Email: [email protected]

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.

FORWARD LOOKING STATEMENTS:

This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forwardlooking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.