2006 News Releases
Mega Uranium Ltd. Announces Private Placement Financing
Toronto, Ontario, September 11, 2006 – Mega Uranium Ltd. (“Mega”) (MGA:TSX) is pleased to announce that it has entered into an agreement to raise up to $7.125 million on a commercially reasonable efforts basis by way of a brokered private placement with a syndicate of agents led by Canaccord Adams (the "Agents"). The offering is for up to 1,500,000 flow-through units (the "Flow-Through Units") of the Company at a price of $4.75 per Flow-Through Unit. The Agents have been granted an over-allotment option to offer for sale up to an additional 500,000 Flow-Through Units exercisable until the closing date. Closing is expected to occur on or about October 10, 2006.
Each Flow-Through Unit will consist of one flow-through common share and one half of one transferable non flow-through common share purchase warrant (each whole warrant, a (“Warrant"). Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of $6.00 (which is a non flow-through share), for a period of 18 months following the closing date. However, if over a period of 20 consecutive trading days between the date that is 4 months following the closing date and the expiry of the Warrant, the daily volume weighted average trading price of the common shares on the Toronto Stock Exchange (“TSX”), exceeds $8.00 on each of those 20 consecutive days, the Company may, within 30 days of such an occurrence, give written notice to the holders of the Warrants that the Warrants will expire at 4:00 p.m. (Toronto time) on the 30th day following the giving of notice unless exercised by the holders prior to such date.
The Agents will receive a commission of 6.0% of the gross proceeds raised in this private placement, which they may elect to receive in cash or, in whole or in part, in units of the Company at a deemed price equal to the Flow-Through Unit of the offering. The commission units will have the same terms as the Flow-Through Units of the offering but shall be non-flow-through units. The Agents will also receive compensation options (the "Compensation Options") equal to 6.0% of the number of Flow-Through Units issued in connection with the offering. Each Compensation Option will entitle the Agents to purchase one additional common share of the Company at a price of $4.55 per common share for a period of 24 months following the closing date.
The gross proceeds from the sale of the Flow-Through Units will be used for general exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Income Tax Act) and will be renounced for the 2006 taxation year.
Completion of the financing is subject to receipt of regulatory approval including the approval of the TSX.
Up to 10% of the financing may be purchased by insiders of Mega.
Mega Uranium Ltd. is a Toronto-based mineral resources company with a focus on uranium properties in Australia, Argentina, Mongolia, Bolivia and Canada. Further information on Mega can be found on the company’s website at www.megauranium.com. Mega Uranium’s Australian uranium properties, including without limitation the Ben Lomond and Maureen properties, are subject to state policies which presently prohibit the mining of uranium in Australia.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information, please contact:
Mega Uranium Ltd.
Sheldon Inwentash, CEO
Telephone: (416) 643-7630