Short Form Prospectus
A copy of this preliminary short form prospectus has been filed with the securities regulatory authority in each of the provinces
of Canada, except for Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this
preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a
receipt for the short form prospectus is obtained from the securities regulatory authorities.
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This
short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully
offered for sale and therein only by persons permitted to sell such securities. The securities to be sold hereunder have not been,
and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S.
state securities laws and, except as described under “Plan of Distribution”, may not be offered, sold or delivered, directly or
indirectly, to persons in the United States.
Information has been incorporated by reference in this prospectus from documents filed with the securities commissions or
similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without
charge from the Corporate Secretary of First Uranium Corporation at 100 King Street West, 37th Floor, Toronto, Ontario M5X
1C9, Telephone: (416) 342-5640 and are also available electronically at www.sedar.com.
PRELIMINARY SHORT FORM PROSPECTUS
New Issue February 3, 2011
FIRST URANIUM CORPORATION
C$ ?
? Common Shares
This short form prospectus qualifies the distribution of ? common shares (the “Offered Shares”)
of First Uranium Corporation (“First Uranium” or the “Corporation”) at a price of C$ ? (the “Offering
Price”) per Offered Share (the “Offering”). The Offered Shares are being offered pursuant to an agency
agreement (the “Agency Agreement”) to be entered into between First Uranium and RBC Dominion
Securities Inc., Raymond James Ltd., BMO Nesbitt Burns Inc., Macquarie Capital Markets Canada Ltd.
and Paradigm Capital Inc. (the “Agents”). The Offering Price has been determined by negotiation
between First Uranium and the Agents.
First Uranium’s outstanding common shares (the “Common Shares”) are listed and posted for
trading on the Toronto Stock Exchange (the “TSX”) under the symbol “FIU” and on the JSE Limited
(“JSE”) under the symbol “FUM”. On February 2, 2011, the last trading day immediately prior to the
announcement of the Offering, the closing sale price of the Common Shares on the TSX was C$1.06 and
on the JSE was ZAR7.49. First Uranium will apply to list the Offered Shares on the TSX. Listing will be
subject to First Uranium fulfilling all of the listing requirements of the TSX.
Investing in the Offered Shares involves risk. The risk factors identified herein and in the
documents incorporated by reference herein should be carefully reviewed and evaluated by
prospective investors before purchasing the Offered Shares offered hereunder. See “Risk Factors”
and “Forward-Looking Statements”.
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prospectus and prior to the completion or termination of the Offering shall be deemed to be incorporated
by reference into this short form prospectus.
Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purposes of this short form
prospectus to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not constitute a part of this short
form prospectus, except as so modified or superseded. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other
information set forth in the document which it modifies or supersedes. The making of such a
modifying or superseding statement shall not be deemed an admission for any purpose that the
modified or superseded statement, when made, constituted a misrepresentation, an untrue
statement of a material fact or an omission to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in light of the circumstances in which it was
made. Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this short form prospectus.
Prospective investors should rely only on the information contained in or incorporated or deemed
to be incorporated by reference herein. No other person or entity has been authorized by First Uranium to
provide different or additional information. Prospective investors should assume that the information
contained in this short form prospectus is accurate only as of the date on the front of this document and
that information contained in any document incorporated or deemed to be incorporated by reference
herein is accurate only as of the date of that document, regardless of the time of delivery of this short
form prospectus or of any sale of the Offered Shares. First Uranium’s business, financial condition,
results of operations and prospectus may have changed since those dates.
Information has been incorporated by reference in this short form prospectus from documents
filed with the securities commissions or similar authorities in Canada. Copies of the documents
incorporated herein by reference may be obtained on request without charge from the Corporate Secretary
of First Uranium at 100 King Street West, 37th Floor, Toronto, Ontario M5X 1C9 155, Telephone: (416)
342-5640 and are also available electronically at www.sedar.com.
BASIS OF PRESENTATION
For the meanings of certain capitalized terms used and not otherwise defined in this short form
prospectus, or for the meanings of certain technical terms used in this short form prospectus, see the
glossaries attached as Appendix “A” and Appendix “B” to the AIF. Where applicable, terms with a
technical meaning related to mineral matters are defined by the Canadian Institute of Mining, Metallurgy
and Petroleum — Definitions Adopted by CIM Council.
All information with respect to mineral resources and mineral reserves contained or incorporated
by reference in this short form prospectus is reported in accordance with National Instrument 43-101
Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (“NI 43-101”)
and the CIM Standards.
ELIGIBILITY FOR INVESTMENT
In the opinion of Fraser Milner Casgrain LLP, counsel to First Uranium and Stikeman Elliott
LLP, counsel to the Agents, provided the Offered Shares are listed on a “designated stock exchange” as
defined in the Income Tax Act (Canada) (the “Tax Act”) (which currently includes the TSX), the Offered
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NON-GAAP FINANCIAL MEASURES
The Corporation believes that in addition to conventional measures prepared in accordance with
Canadian GAAP, the Corporation and certain investors and analysts use certain other non-GAAP
financial measures to evaluate the Corporation's performance including its ability to generate cash flow
and profits from its operations. The Corporation has included certain non-GAAP measures throughout
this document. Non-GAAP measures do not have any standardized meaning prescribed under Canadian
GAAP, and therefore they may not be comparable to similar measures employed by other companies.
The data is intended to provide additional information and should not be considered in isolation
or as a substitute for measures of performance prepared in accordance with Canadian GAAP.
FIRST URANIUM CORPORATION
Name and Incorporation
First Uranium was incorporated on September 22, 2005 under the Business Corporations Act
(Ontario) (as 2082276 Ontario Inc., which name was amended to First Uranium Corporation on October
12, 2005). The private company restrictions were deleted from First Uranium’s articles pursuant to
Articles of Amendment dated November 7, 2006. Articles of Amendment dated December 13, 2006
evidenced a stock split of First Uranium’s common shares, increasing the number of issued and
outstanding common shares at that time from 5,675,001 to 6,613,394. On December 15, 2006, First
Uranium was continued under the Business Corporations Act (British Columbia).
First Uranium’s head office is located at 100 King Street West, 37th Floor, Toronto, Ontario M5X
1C9. First Uranium’s registered office is located at 2900 – 550 Burrard Street, Vancouver, British
Columbia V6C 0A3. First Uranium also maintains an executive office located at 2 Gold Street,
Westonaria, South Africa.
First Uranium holds its primary mining projects through its wholly-owned, South African
subsidiaries. See “Corporate Structure — Intercorporate Relationships” in the AIF for an illustration of
the corporate structure of First Uranium and its subsidiaries.
Description of First Uranium’s Business
First Uranium is a Canadian resources company focused on the development of gold and uranium
projects in South Africa. First Uranium is listed on the TSX and has a secondary listing on the JSE. First
Uranium’s goal is to become a significant low-cost producer of gold and uranium through the expansion
of the underground development to feed the new gold and uranium plants as the Ezulwini Mine and the
expansion of the plant capacity of the MWS tailings retreatment facility. First Uranium also plans to grow
production by pursuing value enhancing acquisitions and joint ventures in South Africa and elsewhere.
Summary of First Uranium’s Projects
MWS Project
Detailed information in respect of the MWS Project is set out in the technical report “Technical
Report on the Mine Waste Solutions Tailings Recovery Project, North West Province, South Africa”
dated January 1, 2010 (the “MWS Technical Report” ) prepared by Charles Muller, Daan van Heerden
and Johan Odendaal of Minxcon (Pty) Ltd. (“Minxcon”). For a detailed summary of the MWS Project,
please see “Mining Projects — MWS Technical Report” in the AIF.
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Economic Analysis
An after-tax Cash Flow Projection has been generated from the Life of Mine (“LOM”)
production schedule and capital and operating cost estimates. Please refer to Table 1-1 - After-tax Cash
Flow Production in the Ezulwini Technical Report for complete details. A summary of the key
criteria is provided below.
Economic Criteria
Revenue
• Up to 2.4 million tonnes per annum (“Mtpa”) from underground mining;
• Mill recovery of gold of 95.5% and recovery of U3O8 of 80%;
• Gold payment is based upon 100% payment less a refining charge of US$3.00 per ounce;
• LOM average exchange rate US$1.00 = R 8.93;
• Metal price:
• Spot gold price of US$1,400 per ounce for Q1, 2011, US$1,300 per ounce for FY2012,
US$1,200 per ounce for FY2013, US$1,100 per ounce for FY2014, and US$1,000 per
ounce thereafter;
• Gold Wheaton Gold Corp. ounces (7% of production) at US$400 per ounce until 2013
and increasing by 1% per year thereafter; and
• US$65 per pound U3O8 in FY2012 to FY2014 and US$60 per pound thereafter.
• Revenue is recognized at the time of production.
Costs
• Operations will continue to grow to reach 2.4 Mtpa in FY2020;
• Mine life: 18 years;
• LOM production plan as summarized in Tables 18-15 and 18-16 of the Ezulwini Technical
Report;
• Mine life capital totals US$405 million, including sustaining capital and a 24% contingency; and
• Average operating cost over the mine life is US$84.26 per tonne milled.
Cash Flow Analysis
Considering the Ezulwini Mine on a stand-alone basis, the undiscounted after-tax cash flow totals
US$1,664 million over the mine life, and simple payback occurs after approximately 1.5 years.