The Debentures bear interest at a rate of 4.25% per annum payable semi-annually and are
convertible into common shares of First Uranium at Cdn$16.42 per share.
The Corporation may redeem all or a portion of the Debentures for cash at any time on or
after June 30, 2010 at a redemption price equal to the principal amount of the Debentures
plus accrued and unpaid interest provided that the weighted average trading price of the
common shares of the Corporation on the TSX for the 20 consecutive days prior to the notice
of redemption is 130% of the conversion price.
The Corporation at its option, and subject to regulatory approval, may satisfy its obligations
to repay the Debentures upon redemption or maturity by issuing freely-tradeable common
shares at a price per share equal to 95% of the weighted average trading price of the common
shares of the Corporation on the TSX for the 20 consecutive days ending five trading days
before the date fixed for redemption or maturity, as the case may be.
Holders of the Debentures may require the Corporation to repurchase the Debentures if
there is an acquisition of voting control or direction of at least 50.1% of the aggregate voting
rights attached to the common shares outstanding at the relevant time by any person or
group of persons acting jointly or in concert at a par plus accrued and unpaid dividends. If
such an event occurs and it results from a transaction in respect of which the consideration
for the common shares is or can be received partially in cash, holders of the Debentures may,
prior to completion of the offer to purchase for all Debentures, elect to convert their
Debentures and receive, in addition to the number of common shares they otherwise would