SIM
SIIF
SIM - Simmer & Jack Mines, Limited - Disposal Of 19 600 000 Shares In First
Uranium Corporation Limited ("First Uranium") And Cautionary Announcement
Simmer & Jack Mines, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1924/007778/06)
Share code: SIM
ISIN Code: ZAE00006722
("Simmers")
DISPOSAL OF 19 600 000 SHARES IN FIRST URANIUM CORPORATION LIMITED ("FIRST
URANIUM")
CAUTIONARY ANNOUNCEMENT
The directors of Simmers wish to announce that Simmers 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
53.93 % 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 "Offering").
Simmers has granted to the underwriters an over-allotment option, exercisable
for a period of 30 days from the closing of the 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 stabilisation purposes.
The Offering is scheduled to close on 9 March 2009, and is subject to certain
conditions including, but not limited to, the receipt of all necessary
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 announcement 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 Offering.
Immediately following the Offering, Simmers will continue to own 62 122 653
common shares of First Uranium, representing 40.99% of the 151 574 037 common
shares issued and outstanding.
In terms of the Listings Requirements of the JSE, the Offering is categorised as
a category 2 transaction.
Rationale for the Offering
Shareholders are referred to the Simmers announcement released simultaneously
with this announcement relating to the acquisition by Simmers of the Tau Lekoa
Mine and certain other assets. It is intended that the net proceeds of the
Offering will be applied by Simmers towards the purchase consideration for such
acquisition.
Cautionary announcement
A table showing the financial effects of the disposal in terms of the Offering
is in the course of preparation and will be announced as soon as available.
Until such announcement is made, Simmers shareholders are advised to exercise
caution in dealing in their Simmers shares.
Johannesburg
17 February 2009
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Corporate legal Adviser
Routledge Modise
In association with Eversheds
Corporate advisers to Simmers: RBC Capital Markets
For further information please contact:
Gail Strauss Communications Officer
+27 11 830 0390 (office)
+27 (0)84 777 4060 (mobile)
gail@simmers.co.za
Date: 18/02/2009 07:51:48 Produced by the JSE SENS Department.
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