First Uranium Closes $10 Million Oversubscribed Financing
FIRST URANIUM RESOURCES LTD.
1500 – 1055 West Georgia Street Vancouver, British Columbia V6E 4N7
FIRST URANIUM CLOSES $10 MILLION OVERSUBSCRIBED FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, April 19, 2022 – First Uranium Resources Ltd. (the “Company” or “First Uranium”) (CSE: URNM) is pleased to announce it has completed its previously announced private placement (the “Offering”) of subscription receipts (“Subscription Receipts”) at a purchase price of $0.35 per Subscription Receipt for gross proceeds of $10,000,000. The Offering was completed in connection with the letter of intent entered into between the Company and Southwind Corporation for an option to acquire all of the issued and outstanding common shares of Southwind Corporation (the “Option”).
The Offering consisted of 18,480,542 Subscription Receipts issued on a brokered basis for gross proceeds of $6,468,189.70 (the “Brokered Offering”) and 10,090,741 Subscription Receipts issued on a non-brokered basis for gross proceeds of $3,531,759.35 (the “Non-Brokered Offering”). Each Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration and without further action on the part of each subscriber, subject to adjustment, one common share in the capital of the Company (each, a “Share” and collectively, the “Shares”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant” and collectively, the “Warrants”), in accordance with the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) entered into between the Company, Emerging Equities Inc. (the “Agent”) and Computershare Trust Company of Canada, including the satisfaction or waiver of the escrow release conditions described in the Subscription Receipt Agreement (the “Escrow Release Conditions”). Each Warrant is exercisable into Share (each, a “Warrant Share”) at a price of $0.50 per Warrant Share for a period on the date that is twelve
(12) months from the Release Date (as hereinafter defined). The Subscription Receipts will be automatically converted upon satisfaction of the Escrow Release Conditions (the “Release Date”).
In accordance with the terms of an agency agreement dated April 19, 2022 entered into between the Company and the Agent (the “Agency Agreement”), the Company paid a cash commission of $452,773.28, being equal to 7.0% of the gross proceeds raised under the Brokered Offering, a due diligence fee in the amount of $25,000 (collectively, the “Agent’s Commission”) and issued an aggregate of 1,293,638 Share purchase warrants (the “Broker’s Warrants”), being the number of
- 2 -
Share purchase warrants as is equal to 7.0% of the Subscription Receipts sold under the Brokered Offering. Each Broker’s Warrant entitles the holder to acquire a Share in the capital of the Company at a price of $0.50 per Share for a period of 26 months from the date of issuance. In addition to the Agent’s Commission, the Company also reimbursed the agent for certain eligible expenses (the “Agent’s Expenses”) pursuant to the Agency Agreement.
In connection with the Non-Brokered Offering, the Company issued 516,240 Broker’s Warrants and paid a cash fee in the aggregate amount of $180,684.02 (the “Finders’ Fee”) to certain finders pursuant to finder’s fee agreements entered into between the Company and such finders.
The gross proceeds of the Offering, less (i) the Agent’s Commission, (ii) the Agent’s Expenses and (iii) the Finders’ Fees, being $9,286,798.20 have been deposited in escrow pending the satisfaction of the Escrow Release Conditions. If (i) the Escrow Release Conditions are not satisfied on or before May 31, 2022 (being the escrow release deadline stipulated in the Subscription Receipt Agreement, which may be extended upon the mutual agreement of the Company and the Agent), or (ii) prior to such escrow release deadline, the Company advises the Agents or announces to the public that it cannot or does not intend to satisfy the Escrow Release Conditions, the escrowed funds shall be returned to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement.
The proceeds of the Offering, if released to the Company, will be utilized for exploration, acquisition and development work in the state of Arkansas, in connection with the Option.
All securities issued in connection with the Offering are subject to a statutory hold period of four months plus one day in accordance with applicable securities legislation ending on August 20, 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.
About First Uranium
First Uranium is a resource exploration issuer focused on locating and exploring natural resource projects in North America. The Company has one project in Saskatchewan, Canada.
- 3 -
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 information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, such as the completion of the proposed acquisition pursuant to the Option. 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 or constitute forward-looking information. Forward- looking statements and forward-looking information are those 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 or the forward-looking information are based on reasonable assumptions, such statements and information are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Since forward-looking information and forward-looking statements address future event and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the proposed acquisition pursuant to the Option may not occur for any reason. Forward-looking information and forward-looking statements in this news release include, but are not limited to, the information and statements pertaining to the Option and the intended use of proceeds of the Offering. Factors that could cause the actual results to differ materially from those forward-looking information or those in forward-looking statements include regulatory actions, market prices, continued availability of capital and financing, general economic, market or business conditions, the decision to not proceed with the Option, including adverse due diligence results or CSE refusal, adverse market conditions, and completion of the proposed acquisition pursuant to the Option. Investors are cautioned that any such information and 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 information and 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 forward-looking statements and forward- looking information in the event that management's beliefs, estimates or opinions, or other factors, should change.