Filing of Preliminary Prospectus

    RNS Number : 8241X
  Nufcor Uranium Limited
  30 June 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.
    NUFCOR URANIUM LIMITED
    FILING OF PRELIMINARY PROSPECTUS
    Nufcor Uranium Limited ("NUL") today announces that it has 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"). Canaccord Capital Corporation ("CCC") will act as the lead agent for a syndicate of agents for the proposed Offering
including Deutsche Bank Securities Limited (together, the "Agents"). The Agents will offer the New Shares, on a reasonable endeavours basis,
pursuant to the terms of an agency agreement to be entered into between NUL and the Agents prior to closing of the Offering.
    The Offering may also occur by 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.  
    The Offering is currently expected to close in the third quarter of 2008. The number of New Shares to be offered and the offer price
have yet to be determined.  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 an update on the Offering in due course.
    NUL intends to use the proceeds of the Offering primarily to finance the acquisition of uranium. Under a letter agreement dated 18 June
2008 between NUL and Nufcor Capital Limited ("NCL"), NUL has engaged NCL to assist it with effecting purchases of uranium using the net
proceeds of the Offering.  
    The Offering is subject to certain conditions, including but not limited to the receipt of all necessary regulatory approvals, including
applicable stock exchange and securities regulatory authority approvals, and admission of the entire issued and to be issued share capital
of NUL to trading on the Toronto Stock Exchange (the "TSX").  
    When issued, the New Shares will be credited as fully paid and will rank equally in all respects with the existing ordinary shares of
US$0.01 each in the capital of NUL.  NUL intends to apply to London Stock Exchange plc (the "LSE") for the New Shares to be admitted to
trading on AIM.
    In light of the continued development of NUL's activities and operations and its proposed listing on the TSX, the board of directors of
NUL has appointed Anthony Pickford as Chief Executive Officer of the company with effect from 14 May 2008. Mr Pickford has been a director
of NUL since the admission of its shares to trading on AIM in July 2006. The board of directors of NUL is delighted that he has agreed to
act as Chief Executive Officer.  
    In addition, the board of directors of NUL has appointed David Preston as Chief Financial Officer of the company with effect from 23
June 2008.  In his role as managing director of Mercator Group, a Guernsey-based regulated fiduciary and financial services group, Mr
Preston has overseen the preparation of NUL's financial and NAV reports since its shares were admitted to trading on AIM. His appointment as
Chief Financial Officer is intended to formalise his role for the company in this regard. Mr Preston will continue to also act as managing
director of Mercator Group.
    Certain amendments to NUL's Articles of Association have been requested by the TSX in connection with the proposed Offering.
Accordingly, at the next annual general meeting of NUL's shareholders, NUL intends to seek shareholder approval to amend its Articles of
Association as follows:  

    *     to provide that only fully paid and non-assessable shares in the capital of NUL shall be issued by NUL and that shares in the
capital of NUL shall not be issued until the consideration for the shares is fully paid in money or in property or past services that are
not less in value than the fair equivalent of the money that NUL would have received if the shares had been issued for money;

    *     to remove NUL's right to make a call on shareholders in respect of any monies which are unpaid on their shares (a "Call Right");
and 

    *     to delete requirement that a shareholder forfeit or surrender its shares for failing to make a payment in connection with a Call
Right.

    Further details of the Offering, including the risks associated with an investment in NUL and the matters referred to above, are
contained in the preliminary prospectus which will be available on NUL's website, www.nufcoruranium.com, and under NUL's profile at
www.sedar.com. 

    ENQUIRIES:

    Nufcor Uranium Limited
    Kelvin Williams                                                 +27 827 880 094 
    (Chairman)

    Nufcor Capital Limited
    Nick Hill                                                               +44 207 939 1830

    Canaccord Adams Limited, Financial Adviser and Joint Broker
    Mike Jones                                                         +44 207 050 6500
    Warren Pimm            
    Adria Da Breo-Richards

    Deutsche Bank, Nominated Adviser and Joint Broker
    Rupert Green                                                      +44 207 545 8000
    Edward Law    
    Edward Sankey

    Smithfield
    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, 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
Bankto 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.  
 
Certain statements in this announcement are forward-looking statements. Such statements speak only as at the date of this announcement, are
based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that
could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the
forward-looking statement. The information contained in this announcement is subject to change without notice and neither NUL nor CCC nor
Deutsche Bank nor any other person assumes any responsibility or obligation to update publicly or review any of the forward-looking
statements contained herein.
 
The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this
announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
 
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. 
 
Canaccord Adams Limited is regulated by the Financial Services Authority for the conduct of UK business. Canaccord Capital Corporation is
acting exclusively for NUL and no one else in connection with the Offering and will not be responsible to anyone other than NUL for
providing the protections afforded to its clients nor for providing advice in relation to the Offering or in relation to the contents of
this announcement or for any other transaction, arrangement or matters referred to in this announcement.
 
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin- Federal Financial Supervising Authority) and regulated
by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting for NUL and no one else in connection with
the Offering and will not be responsible to anyone other than NUL for providing the protections afforded to clients of Deutsche Bank AG nor
for providing advice in connection with the Offering or in relation to the contents of this announcement or for any other transaction,
arrangement or matters referred to in this announcement.
 
Deutsche Bank AG, London Branch's responsibilities as NUL*s nominated adviser under the AIM Rules for Nominated Advisers will be owed solely
to the LSE and are not, and will not be, owed to NUL or to any director of NUL or to any other person. No representation or warranty,
express or implied, is made by Deutsche Bank AG, London Branch as to the contents of this announcement.








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This information is provided by RNS
The company news service from the London Stock Exchange
 
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