First Uranium Resources Ltd. Executes Binding Letter of Intent to Acquire Reefton Goldfields Inc. BY Way of Reverse Takeover
LEGAL_40958097.1
FIRST URANIUM RESOURCES LTD.
1500 – 1055 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA
V6E 4N7
FIRST URANIUM RESOURCES LTD. EXECUTES BINDING LETTER OF INTENT
TO ACQUIRE REEFTON GOLDFIELDS INC. BY WAY OF REVERSE TAKEOVER
Reefton Goldfields Inc. (“Reefton”) holds 50% of the prolific Reefton
Goldfields District of New Zealand, which had historical production of
2.1m oz gold at an avg grade of 12.3 g/t Au.*
The application of modern exploration techniques to find new high
grade ore shoots has been validated by 4 significant mineralized
intersects at the newly discovered Pactolus Vein, highlighted by 12m @
9.41g/t Au (DD_PAC_04) and channel sampling on surface of 7m @ 16.4
g/t Au.*
Recently acquired Glamorgan tenements offers shareholders exposure
to a potentially significant high-grade epithermal target 2.8km away
from OceanaGold’s WKP Deposit that current CEO Simon Henderson
played a significant role targeting in 2012.
Chairman and largest shareholder is native New Zealander Oliver
Lennox-King, who was formerly Chairman of Fronteer Gold ($2.3 Bn
buyout) and Rox Gold ($1Bnbuyout)
Notable shareholders and advisors include the former Executive
Chairman of Yamana Gold, Peter Marrone, and current Executive
Chairman of Cormark Securities, Scott Lamacraft
Immediately creates a new, well funded high-grade explorer backed by a
proven team of explorationists and company builders
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Vancouver, B.C. – March 29th, 2023 – First Uranium Resources Ltd. (“ First Uranium ” or the
“Company”) (CSE: URNM / OTCQB: KMMIF) is pleased to announce that it has entered into a binding
letter of intent ( “LOI”) with Reefton under which First Uranium will acquire all of the issued and
outstanding shares of Reefton (the “Reefton Shares”) in exchange for common shares in the capital of
First Uranium (the “First Uranium Shares”) in a reverse takeover transaction (“RTO”) to be completed
by way of plan of arrangement or such other transac tion structure as is agreed to by the parties (the
“Transaction”). The Transaction is a “fundamental change” under the policies of the Canadian Securities
Exchange (the “CSE”). Upon successful completion of the Transaction, the Company will continue the
business of Reefton as further described below.
Robert Dubeau, CEO of First Uranium Resources, stated : “This acquisition is many months in the
making and represents a transformational transaction for our shareholders, offering exposure to a world
class, high grade gold exploration package in New Zealand, highlighted by the recently acquired
Glamorgan Tenement which resides only 2.8 Km away from Oceana Gold’s developing WKP Mine. The
potential for Glamorgan to be analogous to WKP has our team eager to explore this compelling
geological setting. We are here in an attempt to uncover a WKP lookalike for the benefit of all
stakeholders. WKP Mine hosts 1.5 Million tonnes at a grade of 13.5 grams indicated plus 2.3 Million
Tonnes at 9.4 grams inferred. In addition to Glamorg an, the newly discovered Pactolus Vein within the
prolific Reefton District offers s hareholders significant upside via an expected district wide exploration
program.”
Oliver Lennox King, Chairman, Largest Shar eholder and co-founder of Reefton Goldfields,
commented: “When I first saw the Reefton project in 2018, I quickly noted the resemblance to a number
of high-grade projects I have encountered during my career. We quickly assembled a team, led by Simon
Henderson, to prove out the concept that this pr olific district remains largely untested by modern
exploration for close to a century. I am proud of the team we have built and excited to be part of the re-
emergence of this important gold district which is seeing renewed interest from a number of explorers
and developers. We believe that the large treasury and elevated grades of the region as well as our
proven team set us apart from the large number of unfunded exploration stage peers in the sector.”
Peter Marrone, Founder and Exec Chair of Yamana Gold and a large shareholder of Reefton
commented: “Following a period of review and due diligence, I have become a significant shareholder
of Reefton. Over the past two years, I have been active in my review of Reefton. While the orogenic
system has always been highly prospective, with the potential to create a lot of value, the recently
staked epithermal system is impressive in its own right. I have been consulted from time to time by
management and I look forward to continuing to provide strategic advice. High-grade gold projects in
high quality mining jurisdictions are increasingly scarce and I am impressed by the historical tenor of
production in the districts in which Reefton holds interests, adding to which is identified high grade
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targets in both systems. With this transaction, Reefton has the balance sheet to take a methodical
approach to exploring these high grade targets.”
Summary of the Transaction
First Uranium and Reefton have entered into the LOI, which sets out certain terms and conditions
pursuant to which the proposed Transaction will be completed. The deal terms outlined in the LOI are
subject to the parties successfully entering into a definitive agreement (the “Definitive Agreement”) in
respect of the Transaction.
Pursuant to the Transaction, each outstanding Reefton Share shall be exchanged for 1.6 First Uranium
Shares resulting in the issuance of an aggregate of 112,456,875 First Uranium Shares to Reefton
shareholders. At present, the parti es do not anticipate that a fin ancing or private placement will be
completed in connection with the Transaction. No finder’s fee is payable by First Uranium in connection
with the Transaction; it is expected that Reefton will pay a finder’s fee of $100,000 in connection with the
Transaction.
The proposed Transaction is subject to a number of conditions including, but not limited to, approval of
the plan of arrangement by the British Columbia Supreme Court, review and approval of the Canadian
Securities Exchange, and minimum cash on hand in First Uranium of $7,500,000:
Resulting Issuer Capital Structure
Assuming completion of the Tran saction, the entity resulting from the Transaction (the “ Resulting
Issuer”) will have outstanding approximately 193,583,464 common shares (which includes
approximately 112,456,875 First Uranium Shares to be issued to existing Reefton shareholders pursuant
to the Transaction), no options and 17,030,635 purc hase warrants to acquire First Uranium Shares,
including 8,480,000 share purchase wa rrants issued to former warrant holders of Reefton. All share
purchase warrants shall be amended to have an exer cise price of $0.20 and expiration on March 31,
2025. All First Uranium dilutive securities are expected to expire or will be cancelled in connection with
the Transaction.
Escrow Conditions
Subject to requirements of the CSE and applicable securities laws, upon closing of the Transaction:
a) existing shareholders of First Uranium who ho ld 5% or greater of the issued and outstanding
shares of First Uranium agree to have their Firs t Uranium Shares subject to escrow periods of
18 months, with 25% of the shares being released every 3 months, with the first release
occurring 9 months after the closing of the Transaction; and
b) First Uranium Shares issued in exchange to R eefton shareholders who hold 5% or greater of
the issued and outstanding shares of Reefton will be subject to hold periods of 18 months, with
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25% of the shares being released every 3 months, with the first release occurring 9 months after
the closing of the Transaction.
Resulting Issuer Directors and Officers
If the Transaction is completed, the CEO of the Resulting Issuer shall be Simon Henderson. It is
anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of up to 5
directors, of which 4 individuals shall be the nominees of Reefton and 1 individual shall be a nominee of
First Uranium.
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 Goldfields Project.
The Reefton Goldfields Project comprises a group of three (3) minerals permits, with a combined area
of 56,058.8 hectares, covering ~50% of the Reefton Goldfield on the west coast of New Zealand’s South
Island.
Within Reefton’s project area historic recorded gold production was 696K oz at a recovered grade of~20
g/t Au. Several of the deposits typically returned hig her grades for example Reefton’s Capleston historic
workings produced 134,926 oz at an avg grade of 1.58 oz/t Au (49 g/t Au). * 1 Barry, J.M., 1993. The
History and Mineral Resources of the Reefton Goldfi eld. Ministry of Commerce Resource Information
Report No. 15.
Reefton’s science data driven mineral systems approach to exploration has demonstrated success in
the discovery of the Pactolus vein, a greenfield discovery 1km east of the Capleston historic mines.
Channel sampling of the Pactolus discovery outcrop returned 7m with an average grade of 16.6 g/t Au,
and drilling highlights include 12m @ 9.41g/t Au (DD_PAC_04), 5m @ 6.28 g/t Au (DD_PAC_02), 2m
@ 8.2 g/t Au (DD_PAC_22).*2 Calculated with a 1.5ppm Au cut-off and up to 2m internal dilution. Recent
mapping and 3D modelling shows a second mineralised structure that may hold to key to the orientation
and dip of the high-grade shoot to be targeted in the next drilling campaign.
Near-mine targets around the historic mining have be en highlighted with detailed geochemical surface
sampling and modelling; these are planned for drilling contemporaneously with the Pactolus project.
Extensive soil sampling over permissive structur es have uncovered numerous new gold anomalies to
pursue.
About Glamorgan
Reefton’s Glamorgan Prospect co mprises one permit application with an area of 4664.5 ha in the
Hauraki district, southern Coromandel; on the east coast of New Zealand’s North Island.
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Reefton is excited about the potential within this permit where previous exploration has outlined a 3.8km
zone of silicification, veining and alteration with > 50 ppb gold in soils over its 3.8km length.
Microcrystalline quartz, opaline and chalcedonic quartz, indicate high levels in the epithermal system
with Au-As-Sb-Hg geochemistry indicates above or upper levels of a bonanza zone. Rock samples on
surface up to 95 g/t gold are recorded in previous exploration reports. These are classic surface features
of a major epithermal gold-silver system, and the possibilities of this and several other prospects within
the permit area, along with its proximity to OceanaGold’s WKP Project make this a compelling
exploration endeavour. OceanaGold’s WKP: Indicated Resource of 1.5 mi llion tonnes grading 13.5 g/t
Au and 26.6 g/t Ag for 0.64 Moz Au and 1.26 Moz of silver within the East Graben Vein ("EG"). Inferred
Resources total 2.3 million tonnes at a grade of 9.4 g/t Au and 21.8 g/t Ag for 0.70 Moz of gold and 1.62
Moz of silver, with more than 80% of the Inferred Resource contained within the EG and two high-grade
footwall veins (collectively, the "EG Vein Zo ne") (see R & R Annual Statement, March 31, 2022).
(Source: https://newsreleases.oceanagold.com/2022-12-13-OceanaGold-Provides-Exploration-
Update-for-Wharekirauponga,-Haile-and-Didipio
Simon Henderson CP, AUSIMM; a qualified person under NI 43-101 has reviewed and approved the
technical disclosure contained herein.
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 refer to First Uranium’s disclosure record on
SEDAR (www.sedar.com).
Further Information
More details will follow in the Company’s Informat ion Circular and the Resulting Issuer’s Listing
Statement that will comply with the listing requirements of the CSE Policies.
There can be no assurance that the Transaction will be completed as proposed, or at all. Investors are
cautioned that, except as disclosed in the Listing St atement to be prepared in connection with the
Transaction, any information released or received with respect to the Transaction may not be accurate
or complete and should not be relied upon. Trading in the securities of the Company should be
considered highly speculative.
For further information, please contact the Company at 604-687-7130 or by email at:
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Canadian Secu rities Exchange) accepts responsibility for the
adequacy or accuracy of this news release
CAUTION REGARDING FORWARD-LOOKING INFORM ATION This news release includes certain
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statements that may be deemed “forward-looking statements”. All statements in this new release, other
than statements of historic al facts, that address ev ents 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 expressi ons, or that events or
conditions “will”, “would”, “may”, “could” or “should” occur and specifically include statements regarding
the proposed Transaction, the Definitive Agreement, the capitalization of the Resulting Issuer, escrow
conditions on First Uranium Shares and Reefton Shares, the Listing Statement and the future prospects
of the Resulting Issuer including any future work on The Reefton Goldfields Project . 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. Investors are cautioned that any such
statements are not guarantees of future performanc e 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 Co mpany’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 in the event that management's beliefs, estimates or opinions, or other
factors, should change.