VANCOUVER,
BRITISH COLUMBIA--(Marketwire - March 12, 2010) - Gold
Wheaton Gold Corp. (TSX:GLW) ("GWC") announces that it has entered into an agreement to
participate in a financing to be completed by First Uranium Corporation ("FIU").
The financing will consist of a private placement offering (the "Offering")
of a minimum of C$125 million and maximum of C$150 million in senior secured
convertible notes (the "Notes") due March 31, 2013. GWC has agreed to
purchase up to C$20 million of the Notes, subject to certain conditions. Simmer
and Jack Mines Ltd. ("Simmer and Jack"), FIU's largest shareholder, has
agreed to purchase C$40 million of the Notes (the Simmer and Jack portion of
the Notes to be denominated in South African Rand). An additional minimum C$65
million and maximum C$110 million Notes will be offered to accredited investors
by RBC Capital Markets Inc. who have been retained as exclusive placement agent
for FIU. GWC may, at its election, reduce its C$20 million commitment to the
extent that the Offering to accredited investors exceeds C$65 million in gross
proceeds.
Each
Note will have a principal amount of C$1,000 and will be convertible into
769.2307 common shares of FIU representing a conversion price of C$1.30 per
share, an 13% discount to the 5-day volume weighted average price of the
common shares of FIU (the "Common Shares").
The
Notes will be guaranteed by the subsidiaries of FIU, secured by second ranking
security over all assets currently encumbered by GWC except for the pledge of
gold production and first ranking security over all other current and future
assets of FIU, will not be redeemable until maturity and will be subject to
typical anti-dilution protections. Appropriate intercreditor arrangements will
be entered into.
Subject
to completion of the Offering, Simmer and Jack has agreed to exchange its
US$21.2 million loan due and owing by FIU plus accrued and unpaid interest for
an equivalent value of Notes (the "Debt Payment"), which is in addition
to the Offering. In addition, GWC has agreed to settle in part the US$42
million completion potential penalty due pursuant to its gold stream
transaction with FIU for 14 million Common Shares and a deferred commitment to
complete construction of the third gold plant module and satisfaction of the
technical completion tests prior to September 1, 2011 (the "Penalty Payment").
In the event that the construction and technical completion tests are not met
by such date, a US$1.5 million payment shall be payable by FIU to GWC on the
first day of each of September, October, November and December, 2011, unless
such tests have been met prior to each such date. In the event that these
commitments are not met prior to December 1, 2011, a remaining penalty of US$30
million will be payable.
The
commitments of GWC and Simmer and Jack are conditional upon, among other
things, FIU raising a minimum of C$125 million under the Offering, granting of
security, the Common Shares remaining listed on the Toronto Stock Exchange (the
"TSX"), regulatory approval, settlement of definitive documentation and
settlement of an anti-dilution agreement permitting Simmer and Jack to retain
its pro rata holding in FIU.
Changes to management and the board of
directors of FIU are proposed, including the appointment of Deon van der Mescht
as Interim Chief Executive Officer. The board will consist of seven members
consisting of three nominees of Simmer and Jack. If GWC subscribes for a
minimum of C$10 million of the Notes, then GWC will be entitled to nominate one
director.
The securities issuable
pursuant to the Offering will be subject to applicable regulatory hold periods.
Proceeds of the Offering will be used for MWS capital expenditures including
completion of the first module uranium plant, new tailings facility, phase 2
gold plant, restructuring, financing and interest expenses and for general
corporate purposes.
GWC was advised by Paradigm
Capital Inc. and Cassels Brock & Blackwell LLP on this transaction.
Cautionary Note Regarding Forward-Looking
Statements
Safe Harbor Statement under the United
States Private Securities Litigation Reform Act of 1995: Except for the
statements of historical fact contained herein, the information presented
constitutes "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements,
including but not limited to those with respect to the price of gold, platinum or palladium, the timing
and amount of estimated future production, costs of production, reserve
determination and reserves conversion rates involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of GWC or FIU to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other risks, risks
related to the integration of acquisitions, risks related to international
operations, risks related to joint venture operations, the actual results of
current exploration activities, actual results of current reclamation
activities, conclusions of economic evaluations and changes in project
parameters as plans continue to be refined as well as future prices of gold, platinum or palladium, as well as
those factors discussed in the section entitled "Description of Business - Risk Factors" in GWC's Annual Information
Form dated December 10, 2009 as
filed on SEDAR. Although GWC has attempted to
identify important factors that could cause actual results to differ materially,
there may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such statements will
prove to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements.