First Uranium Resources Signs Definitive Agreement With Southwind
Vancouver, April 26, 2022 - First Uranium Resources Ltd. (the "Company" or "First Uranium") (CSE: URNM) is pleased to announce that further to its news release of March 9, 2022, it has entered into a definitive agreement providing it with an option to acquire (the "Option") all of the shares of Southwind Corporation ("Southwind"), a Delaware corporation (the "Option Agreement"). Southwind's principal asset is a land package in Arkansas comprising a phosphate and rare earth metals project. The Option Agreement becomes effective following the satisfaction of certain conditions precedent including, but not limited to the completion of a reorganization of the shareholdings of Southwind. Pursuant to the terms of the Option Agreement, the Company will have the option to acquire 100% of the shares of Southwind by issuing up to 20,000,000 shares of the Company as follows:
- 6,666,666 on the effective date of the Option Agreement;
- 6,666,666 upon completion of an NI 43-101 technical report; and
- 6,666,667 upon the entering into of certain definitive agreements expanding the size of the land package held by Southwind.
Shares issued pursuant to the Option Agreement will be subject to a one year contractual restriction on transfer with 20% releases every three months following the Effective Date. In addition to the share payments, the Company shall be obligated to incur minimum work expenditures of not less than $3 million USD during the Option Period and will pay Southwind US$300,000.
Investment in Keras Resources
The Company is also pleased to announce that it has subscribed for 800,000,000 ordinary shares and warrants ("Keras Warrants") of Keras Resources PLC ("Keras") for ?960,000. Each Keras Warrant will be exercisable at anytime prior to May 31, 2024 for 0.18p. Keras' principal asset is the Diamond Creek phosphate project in Utah. The subscription is expected to close in May 2022.
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.
For further information contact:
Kelvin Lee
Chief Financial Officer
Email: klee@k2capital.ca
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 investment in Keras. 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.
