Simmer & Jack Mines, Limited
JSE : SIM
February 17, 2009 16:32 ET
Simmers Announces Secondary Offering of Shares of First Uranium Corporation Limited ("First Uranium")
TORONTO, ONTARIO and JOHANNESBURG, SOUTH AFRICA--(Marketwire - Feb. 17, 2009) -
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Simmers (JSE:SIM) announced that it has entered into a bought deal financing agreement with a syndicate of underwriters led by RBC Capital Markets whereby Simmers will sell 19,600,000 common shares (the "Shares") of its 54% held subsidiary, First Uranium, at a price of C$4.60 (R37.46) per Share for aggregate gross proceeds of C$90,160,000 (R734,199,928) (the "Secondary Offering").
Simmers has granted to the underwriters an over-allotment option, exercisable for a period of 30 days from the closing of the Secondary Offering, to purchase up to an additional 2,940,000 Shares on the same terms as set out above solely to cover over-allotments, if any, and for market stabilization purposes.
Simmers plans to use the net proceeds from the Secondary Offering to fund in part the acquisition of the Tau Lekoa Mine from Anglogold Ashanti Limited. The Tau Lekoa Mine is located near the town of Orkney in the North West Province of South Africa. Further details of the acquisition by Simmers are detailed in a separate news release issued by Simmers simultaneously with this news release.
The Secondary Offering is scheduled to close on March 9, 2009, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.
The Shares will be offered in all provinces of Canada except Quebec by way of a short form prospectus and in such other jurisdictions outside of Canada pursuant to applicable private placement exemptions.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
First Uranium is listed both on the JSE Limited ("JSE") and the Toronto Stock Exchange. It is a resources company focused on the development of uranium and gold projects in South Africa. First Uranium will not receive any of the proceeds from the Secondary Offering.
Immediately following the closing of the Secondary Offering, Simmers will continue to own 62,122,653 common shares of First Uranium, representing 41.0% of the 151,574,037 common shares issued and outstanding.
In terms of the Listings Requirements of the JSE, the Secondary Offering is categorised as a category 2 transaction.
17 February 2009
(A division of Sasfin Bank Limited)
Corporate legal Adviser
In association with Eversheds
Corporate advisers to Simmers: RBC Capital Markets
(Incorporated in the Republic of South Africa)
(Registration number 1924/007778/06)
Share code: SIM
ISIN Code: ZAE00006722