RNS Number : 4602Z
Nufcor Uranium Limited
21 July 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained on the Company's website, www.nufcoruranium.com, and under the Company's profile at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
NUFCOR URANIUM LIMITED
UPDATE ON TSX LISTING AND FOLLOW ON OFFERING AND ON SOURCING OF URANIUM
1. OFFERING UPDATE
Nufcor Uranium Limited ('NUL') announced on 30 June that it had filed a preliminary long form prospectus in each of the provinces and territories of Canada to qualify the distribution for the sale to the public (the 'Offering') of new ordinary shares in the capital of NUL (the 'New Shares'). The Company's preliminary prospectus is currently being reviewed by the Canadian regulator and it is expected that that regulatory clearance to file a final prospectus will be obtained in late July.
The Offering may also occur by way of private placement in the United Kingdom and in certain other jurisdictions in Europe, and in the United States pursuant to applicable exemptions from registration under the United States Securities Act of 1933, as amended.
Subject to NUL's Articles of Association, no share in the capital of NUL (including the New Shares) shall be issued at a discount to its prevailing net asset value.
NUL will provide a further update on the Offering in due course.
2. UPDATE ON SOURCING OF URANIUM
NUL also announces that it has agreed to purchase 237,000 kgs of uranium as natural uranium hexafluoride ('UF6') for US$38.9 million from a major international counterparty for payment and delivery in the fourth quarter of 2008. The purchase is equivalent to approximately 620,532 lbs of triuranium octoxide ('U3O8') at an inferred price of $59.03/lb U3O8 (assuming a conversion service price of $9.50/kg).
NUL intends to pay for the UF6 from its existing cash resources and from the proceeds of the proposed Offering. If the Offering does not proceed, the directors believe that NUL will be able to pay for the UF6 by the sale of some of its existing uranium assets and, if necessary, by the arrangement of suitable credit facilities.
Nufcor Uranium Limited
Kelvin Williams +27 827 880 094
Nufcor Capital Limited
Gary Stoker +44 207 939 1830
Canaccord Capital Corporation, Financial Adviser and Joint Broker
Mike Jones +44 207 050 6500
Deutsche Bank AG, Nominated Adviser and Joint Broker
Rupert Green +44 207 545 8000
Rupert Trefgarne +44 207 360 4900
This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction. Past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Japan or any jurisdiction in which the same would be unlawful. The New Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the 'US Securities Act') or under the laws of any state of the United States and NUL does not intend to conduct a public offer of any securities in the United States. The New Shares may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in the United States, Canada, South Africa, Australia or Japan or any jurisdiction in which such offer or solicitation is unlawful and should not be relied upon in connection with any decision to acquire New Shares or other securities in the capital of NUL. Other than in Canada, there will be no public offer of the New Shares.
The distribution of this announcement and the offering or sale of the New Shares in certain jurisdictions may be restricted by law. No action has been taken by NUL, Cannaccord Capital Corporation ('CCC') or Deutsche Bank Securities Limited ('Deutsche Bank') that would permit an offering of the New Shares or possession or distribution of this announcement or any other offering or publicity material relating to the New Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by NUL, CCC and Deutsche Bank to inform themselves about, and to observe, any such restrictions.
This announcement is only addressed to and directed at persons in member states of the European Economic Area ('EEA') who are 'qualified investors' ('Qualified Investors') within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC) (the 'Prospectus Directive'). Any person in the EEA who acquires any securities in the Offering or to whom any offer of securities is made will be deemed to have acknowledged and agreed that they are such a Qualified Investor.
In the case of any securities acquired by a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented and warranted that the securities acquired by it in the Offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offeror resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors or in circumstances in which the prior consent of CCC and Deutsche Bank has been given to each such proposed offer or resale. NUL, CCC and Deutsche Bank and their respective affiliates, will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
This announcement has been issued by and is the sole responsibility of NUL. Neither CCC nor Deutsche Bank nor any other of their respective affiliates and agents shall have any liability for any information contained in this announcement.
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