First Uranium Sells its Principal Operating Assets

On March 2, 2012, First Uranium Corporation (TSX: FIU) (JSE: FUM) (the “Company”) announced that it had entered into agreements with respect to two separate transactions which provide for the sale of its two principal assets, Mine Waste Solutions and its subsidiaries (“MWS”) and Ezulwini Mining Company (Proprietary) Limited and related assets.

The Company entered into a definitive agreement dated March 2, 2012, for the sale indi-rectly of all of the shares of MWS, the tailings recovery project which it operates in South Africa, to AngloGold Ashanti Limited (“AGA”) for $335 million (the “AGA Transaction”).

The deal was financed from debt facilities and cash reserves, and on July 20, 2012, the Company announced the completion of the AGA Transaction.

In a separate transaction, on March 2, 2012, the Company entered into a binding letter agreement providing for the sale, indirectly, of all of the shares of First Uranium Limited (a wholly owned subsidiary of the Company) (“FUL”), which owns all of the shares of Ezul-wini to Gold One International Limited (“Gold One”) for US$70 million.

Gold One also provided a loan facility to the Company for an amount up to $10 million available for drawdown in accordance with the terms of the loan agreement between the parties.

Subsequently, on April 2, 2012, the Company signed a binding Sale of Shares and Claims Agreement with Gold One for the sale of 100 per cent of the issued shares of, and all shareholders' claims against, FUL, which holds all of the issued shares of Ezulwini, for to-tal consideration of US$70 million (the “Gold One Transaction”). The conclusion of Gold One Transaction took place on August 1, 2012.

First Uranium was represented by its General Counsel and Vice President, Legal, Mary Ba-toff and by its external counsel in Canada, Fraser Milner Casgrain LLP, with a team led by John Sabine which included Linda Misetich, Ross Walker, Sander Grieve, Timothy Banks, Ralph Shay, Zahra Nurmohamed, Robb Heintzman, Matthew Fleming, Shayne Kukulowicz, Jamie Au, Kori Williams and Denise Williams.

First Uranium Corporation engaged RBC Capital Markets and Gary Sugar Consulting Inc. as its financial advisors together with the Standard Bank of South Africa as advisor with respect to the potential BEE transaction and Paradigm Capital Inc. to provide a formal valuation of MWS.

In addition to Fraser Milner Casgrain LLP in Canada, First Uranium also re-tained Eversheds in South Africa as its legal advisors with a team that included Warren Drue, Danielle Magidson, Debbie Ntombela, Jane Andropoulos, Ian Jacobsberg, Charles van Staden and Bernard McLeod.

AngloGold was represented by Edward Nathan Sonnenbergs in South Africa as its legal advisors, with a team that included Ze'ev Blieden, Otsile Matlou, Lerato Legong, Jocelyn Katz and Aidan Scallen, and was advised on the Canadian aspects of this transaction by Fasken Martineau DuMoulin LLP with a team that included John Turner, Krisztián Tóth, William Bies, Richard Steinberg and Andrew Teehan.

Gold One appointed Qinisele Resources (Pty) Limited as financial advisors and Stikeman Elliott LLP in Canada with a team that included Jay Kellerman and Kenton Rein, and Edward Nathan Sonnenbergs in South Africa as legal advisors. The Edward Nathan Sonnenbergs team included Theuns Steyn, Alan Rubin, Shafeeka Hartly, HB Senekal and Otsile Matlou.
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