First Uranium Resources Ltd. Enters Into Agreement To Acquire Reefton Goldfields Inc

Vancouver, 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 combination 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 Business 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 equivalent 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 regulatory 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 Company 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 Warrants 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 agreed 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 entered into a term sheet to extend to Reefton a nonrevolving 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 working 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 principal 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 Transaction. In the event that the Business Combination Agreement is terminated, Reefton must repay in cash the 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 issued 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 Chief 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 limited to the receipt of required regulatory and corporate approvals, approval of the Amalgamation by the shareholders 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 will remain halted, pending review and approval of the Transaction by the CSE. For further information with respect 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 refer 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: info@firsturaniumresources.com.



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 historical facts, that address events 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 expressions, or that events or conditions “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 outstanding securities of Reefton and the Company; and the Company’s business and strategic plans. 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 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 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.