First Uranium Enters into Agreement to Acquire Reefton Goldfields
FIRST URANIUM RESOURCES LTD.
1500 – 1055 West Georgia Street
Vancouver, British Columbia V6E 4N7
FIRST URANIUM ENTERS INTO AGREEMENT TO ACQUIRE REEFTON GOLDFIELDS
Vancouver, B.C., July 25, 2023 – First Uranium Resources Ltd. (“First Uranium” or the “Company”) (CSE:
URNM, OTCQB: KMMIF) is pleased to announce that, further to its news release dated March 29, 2023, it has
entered into a definitive business combinati on agreement dated July 24, 2023 (the “ Business Combination
Agreement”) with Reefton Goldfields Inc. (“Reefton”), pursuant to which the Company will acquire all of the
issued and outstanding shares of Reefton (the “ Transaction”). The closing of the Transaction is expected to
occur in the fourth quarter of 2023.
In accordance with the terms and conditions of the Bu siness Combination Agreement, the Transaction will be
completed by way of a three-cornered amalgamation, whereby, among other things: (i) 1424060 B.C. Ltd.
(“Subco”), a wholly-owned subsidiary of the Company incorporated for the purpose of effecting the Transaction,
will amalgamate (the “ Amalgamation”) with Reefton to form an amalgamated company (“ Amalco”); (ii)
holders of common shares in the capital of Reefton (each, a “ Reefton Share”) will receive 1.6 common shares
in the capital of the Company (each whole common share, a “ Company Share”) for each Reefton Share held
(the “Exchange Ratio”) and the Reefton Shares will be cancelled; (iii) Company Share purchase warrants (each,
a “Company Warrant”) will be issued to the holders of Reefton Share purchase warrants (each, a “ Reefton
Warrant”) in exchange and replacement for, and on an e quivalent basis after giving effect to the Exchange
Ratio, such Reefton Warrants and such Reefton Warrants will be cancelled; (iv) Amalco will become a wholly-
owned subsidiary of the Company; and (v) the Company will change its name to “Rua Gold Inc.”, or such other
similar name as may be accepted by the relevant regulat ory authorities and approved by the board of directors
(the “Board”) of the Company (the “ Name Change ”). The Company will not be assuming any long-term
liabilities of Reefton. Following completion of the Transaction, the former securityholders of Reefton will hold
approximately 56.79% of the issued and outstanding Co mpany Shares on a fully diluted basis, assuming all of
the issued and outstanding options to acquire Company Shares (each, a “ Company Option”) are cancelled in
connection with the Transaction.
In addition, the Company has agreed to use commercially reasonable efforts to amend the terms of all
outstanding Company Warrants, other than Company Warra nts issued to brokers or finders as compensation,
such that such Company Warrants will have an exercise price of $0.20 per Company Share and an expiry date
of March 31, 2025 (the “ Warrant Amendments ”). The Company has also ag reed to use commercially
reasonable efforts to cancel all Company Options upon completion of the Transaction, and in accordance with
the 10% rolling stock option plan of the Company dated October 26, 2018.
In connection with the Transaction, the Company has en tered into a term sheet to extend to Reefton a non-
revolving term secured loan credit facility of up to $805,000 (the “Loan”) to fund exploration programs on the
Reefton project and for general corporate and work ing capital purposes. Reefton may make up to five
drawdowns on the Loan, with a minimum of $100,000 per drawdown, and interest will accrue on the outstanding
principal amount at a rate of 8% per annum. The prin cipal amount outstanding and all interest accrued thereon
will mature on the earlier of: (i) thirty days following the termination of the Business Combination Agreement;
and (ii) January 31, 2024; provided that the principal amount outstanding and all interest accrued thereon will
be waived in its entirety upon completion of the Tran saction. In the event that the Business Combination
Agreement is terminated, Reefton must repay in cash th e outstanding principal amount and all interest accrued
thereon within 10 days of such termination (the “Termination Repayment Deadline”). If Reefton fails to repay
in cash the outstanding principal amount and interest accrued thereon by the Termination Repayment Deadline,
the Company will be entitled to a percentage of the issu ed and outstanding Reefton Shares, on a fully diluted
basis, calculated as follows: (30% / 805,000) x [the amount owing under the Loan as of the Termination
Repayment Deadline] x 100.
Upon closing of the Transaction and in accordance with the Business Combination Agreement: (i) each of the
directors and officers of the Company will resign and the Board will be reconstituted to consist of four nominees
of Reefton and one nominee of the Company (the “Board Re-Constitution”); and (ii) Simon Henderson, Chief
Executive Officer of Reefton, will be appointed as Chie f Operating Officer of the Company and enter into a
three-year employment agreement with the Company.
The Transaction will constitute a “Fundamental Change”, as such term is defined in the policies of the Canadian
Securities Exchange (the “CSE”), and completion thereof will be subject to a number of conditions customary
for a transaction of this nature, including but not limite d to the receipt of required regulatory and corporate
approvals, approval of the Amalgamation by the share holders of Reefton and the Company, minimum cash
requirements and the Board Re-Constitution. Completion of the Transaction is also subject to the Company
selling or transferring all of its non-cash assets and the Warrant Amendments.
Trading in the Company Shares has been halted, and w ill remain halted, pending re view and approval of the
Transaction by the CSE. For further information with r espect to the Transaction, please refer to the Business
Combination Agreement, which will be available on the Company’s profile at www.sedar.com.
About First Uranium
First Uranium is a resource exploration issuer focused on locating and exploring natural resource projects in
North America. For further information, please refe r to First Uranium’s disclosure record on SEDAR
(www.sedar.com).
About Reefton
Reefton is a private company incorporated under the laws of the Province of British Columbia, and has a head
office in Vancouver, British Columbia. Reefton, through its wholly owned subsidiary , Reefton Gold Limited,
owns the Reefton project. The Reefton project comprises a group of three (3) minerals permits, with a combined
area of 56,104.82 hectares on the west coast of New Zealand’s South Island.
On Behalf of the Company
Robert Dubeau
Chief Executive Officer.
For further information, please contact the Company at 604-687-7130 or by email at:
The CSE has neither approved nor disapproved the contents of this press release.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this new
release, other than statements of histori cal facts, that address events or developm ents 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”, “a nticipates”, “believes”, “intends”, “estimates”, “projects”,
“potential” and similar expressions, or that events or cond itions “will”, “would”, “may”, “could” or “should” occur and
specifically include statements regarding the Transaction, the Amalgamation; the timing and potential completion of the
Transaction; satisfaction of the conditions precedent to closing of the Transaction; the Loan; the Name Change; the Board
Re-Constitution; the treatment of outsta nding securities of Reefton and the Comp any; and the Company’s business and
strategic plans. Although the Company be lieves the expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statem ents are not guarantees of future pe rformance and actual results may differ
materially from those in the forward-looking statements. 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 a pplicable securities laws, the Company undertakes no obligation
to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors,
should change.