The following is a summary of the principal features of the Offering and should be read together with the more detailed information and financial statements and data contained elsewhere in this prospectus. This summary is qualified in its entirety by the more detailed information contained herein and readers are cautioned to review carefully this prospectus in its entirety.

Business of First Uranium

First Uranium Corporation (‘‘First Uranium’’ or the ‘‘Company’’) is a resources company focused on the development of uranium and gold projects in South Africa. The Company’s goal is to become a significant producer of uranium and gold through the re-opening and development of the Ezulwini underground mine and the construction of the Buffelsfontein tailings recovery facility. To expand its production profile, First Uranium plans to continue to identify and acquire additional uranium projects in South Africa.

Corporate Strategy

First Uranium’s corporate strategy is as follows:

• develop the Ezulwini and Buffelsfontein uranium and gold projects by progressing each through specific milestones, including increasing and upgrading categories of mineral resources and commencing construction activities, in order that mining and processing operations may commence at Ezulwini and Buffelsfontein in the near-term and thereafter possibly be expanded;
• seek sales off-take arrangements at favourable terms with third parties in respect of any yellowcake produced by the Ezulwini and Buffelsfontein projects;
• seek additional acquisition, joint venture and/or development opportunities relating to strategically located uranium prospects and properties in Southern Africa, including uranium and gold tailings dumps; and
• capitalize on Simmer & Jack’s recent history of operating in South Africa, including its management and technical experience, its black economic empowerment credentials and its relationships with government officials and service providers in South Africa.

Business Strengths

First Uranium believes it can successfully implement its corporate strategy because of its unique strengths. These strengths include:

• Near-Term Production Mining Projects: First Uranium believes that its existing uranium and gold projects can be placed into production in the near-term. The Ezulwini Project is expected to produce gold in the second quarter of 2007 which management intends to have processed by means of a toll treatment arrangement with a nearby processing plant. The first gold to be milled and the first uranium to be produced at the Ezulwini Project are expected by the end of 2008. The first uranium and gold production from the Buffelsfontein Project are expected by mid-2008.
• Strategic Commodity Mix and Growth Potential: The Ezulwini and Buffelsfontein projects involve significant exposure to both uranium and gold. This has the potential of insulating the projects from negative swings in uranium or gold prices. First Uranium will have the potential to adjust its mining plan for the Ezulwini Project towards a more profitable uranium and gold mix in response to uranium and gold price changes. First Uranium will also have the flexibility to invest in the modular expansion of its Ezulwini and Buffelsfontein project facilities in order to respond to the commodity market environment. In addition, management believes the development of two uranium plants close to other potentially economically viable resources as well as the potential for modular plant expansion could provide First Uranium with an opportunity to increase production by processing material from third parties and/or acquiring neighbouring resources.
• Long Life Mineral Resources: At current market prices for uranium and gold, the estimated mineral resources at Ezulwini and Buffelsfontein are sufficient to support gold and uranium processing plants operating at optimal levels and to sustain medium to long-term mine operations. Based on the existing mine plan for the Ezulwini Project of 19 years, only approximately 20% of the project’s resource will be utilized over the term of the plan. The Buffelsfontein Project is estimated to have sufficient resources to support a 14 year life of mine plan.
• Existing Infrastructure and Historical Mining Experience: First Uranium will benefit from existing infrastructure and previous mining development at both of its Ezulwini and Buffelsfontein projects. The proposed Ezulwini Project will involve the re-commissioning of a previously operating mine for which the mine shafts and much of the necessary infrastructure are already in place. The proposed Buffelsfontein Project will involve the processing of tailings and will not involve the same level of construction or operational risk as an underground mine. Management believes the historical development at both of these projects demonstrates the viability of the resource base and ultimately reduces the risk in the development of these projects as compared to an undeveloped greenfield project. In addition, the existing infrastructure reduces the required capital expenditure for the initial development of the Ezulwini and Buffelsfontein projects.
• Attractive Project Economics: Management believes that the economic returns offered by the projects are attractive. This is a result of the development costs for Ezulwini being reduced by the existing infrastructure and the simplified nature of the Buffelsfontein tailings recovery facility. In addition to the reduced development capital expenditures, First Uranium will benefit from the revenue contribution from both uranium and gold, resulting in attractive cash flow margins for both projects.
• Exposure to Current Uranium Prices: As First Uranium is not subject to any uranium off-take agreements at fixed prices lower than current uranium spot market prices, it has considerable flexibility in negotiating marketing and off-take arrangements for its uranium at today’s historically high uranium prices and on favourable contract terms.
• Management and Board Experience: First Uranium’s management team has considerable operational experience in South Africa and is supported by an experienced technical and mining operations team, some of whom have prior operating experience with the Ezulwini mine. In addition, First Uranium’s board of directors (the ‘‘Board’’) has a strong mix of operational, financial and management experience in South Africa and Canada. See ‘‘Directors, Executive Officers and Technical Officers’’.
• Strategic Relationship: Following the closing of the Offering, Simmer & Jack will be the majority shareholder of First Uranium. First Uranium believes that it will benefit from this close relationship, not only from the management expertise that will be provided by the officers and directors of Simmer & Jack who will be involved with First Uranium, but also from Simmer & Jack’s black economic empowerment credentials and its contacts in, and knowledge of, the political, economic and cultural aspects of South Africa. In particular, First Uranium believes that the Corporate Opportunity Agreement with Simmer & Jack will lead to further uranium exploration and development opportunities and provide First Uranium with a considerable strategic advantage over many of its potential competitors (see ‘‘Corporate Relationships with Simmer & Jack — Corporate Opportunity Agreement’’).

The Reorganization of First Uranium

Prior to or concurrently with the closing of the Offering, First Uranium will acquire from Simmer & Jack Mines, Limited (‘‘Simmer & Jack’’) certain assets relating to two proposed uranium and gold projects in South Africa. First Uranium intends, with the funds available from the Offering and the funds expected to be available under the Debt Facilities to: (i) reopen, develop and rebuild a previously operating underground uranium and gold mine near Westonaria (the ‘‘Ezulwini Project’’), and (ii) develop and construct a facility for processing the uranium and gold contained in surface tailings at Buffelsfontein as well as the tailings from Simmer & Jack’s ongoing mining operations at its Buffelsfontein and Hartebeesfontein underground gold mines (the ‘‘Buffelsfontein Project’’). The Company also intends to seek additional uranium opportunities in Southern Africa.

Simmer & Jack believes that the proposed spin-out of certain of the assets comprising the Ezulwini and Buffelsfontein projects to First Uranium and the proposed Offering will achieve the following:

• the creation of a public uranium investment vehicle having its own corporate strategy, focused management team and shareholder base separate from Simmer & Jack; and
• the financing of the development of the Ezulwini and Buffelsfontein projects which provide exposure to both uranium and gold.

Immediately following the closing of the Offering, Simmer & Jack will hold approximately 69.6% of the issued and outstanding common shares of First Uranium.