International law firm Watson Farley & Williams (“WFW”) has advised Southwind Corporation (“Southwind”) and its founders on its combination with First Uranium Resources Limited (“First Uranium”), which is listed on CSE.
Pursuant to the combination, First Uranium has acquired all of the shares of Southwind by issuing 13,333,332 shares of First Uranium. In addition to the share payments, First Uranium is obligated to incur minimum work expenditures of not less than US$3m during the first year. If it does not incur these expenditures, the founders of Southwind have an option to repurchase the shares of Southwind. First Uranium Shares issued to Southwind shareholders will be subject to a two-year contractual restriction on transfer with 10% releases every three months.
Southwind’s principal asset is a land package in and around Independence County, Arkansas, USA, comprising a phosphate and rare earth metals project. Phosphate is used in both agricultural and animal feed and the rare earth metals include neodymium, dysprosium and praseodymium, which are used in electrical vehicles and wind turbines.
First Uranium is a resource exploration issuer focussed on locating and exploring natural resource projects in North America. It has one uranium project in Saskatchewan, Canada.
The cross-border WFW Corporate team advising Southwind was led by Partner and WFW Global Mining & Commodities Sector Head Jan Mellmann. Jan was assisted by London Associate Shaun Young and New York Partner Steven Hollander.
Jan commented: “We are very pleased that Southwind and its founders asked us to assist them on this transaction, enabling it to obtain further funding for its Arkansas project, which has potential to make an important contribution to both agriculture and the “clean tech” economy”.
Paul Barrett, CEO of Southwind, commented: “We invariably turn to WFW for our natural resources’ legal needs and this particular deal had a few unexpected twists and turns which the team successfully navigated through. We are particularly pleased that WFW managed to achieve closing of the transaction just in time to start the 2022 summer drilling programme for the project”.
