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Mega Uranium Ltd.
211 Yonge Street, Suite 502
Toronto, Ontario, Canada
2007 News Releases
Mega Uranium To Acquire Nu Energy Uranium Corp.
April 27, 2007
Toronto, Ontario, Canada, April 27, 2007 – Mega Uranium Ltd. (MGA-TSX) (“Mega”) and NU Energy Uranium Corp. (NU-TSXV) (“NU Energy”) announce that they have entered into a binding letter of intent whereby Mega will acquire all of the outstanding shares of NU Energy in exchange for common shares of Mega (the “Acquisition”). NU Energy is a publicly-listed uranium company which owns a 92% interest in the Kitongo and Lolodorf uranium properties located in the Republic of Cameroon, Africa. NU Energy is also reviewing opportunities with Edlow Resources Limited and Africa Nuclear Fuel concerning the sourcing, purchasing, transportation and upgrading of low-grade uraniferous secondary material and the subsequent marketing of the upgraded product.
The Kitongo uranium deposit was investigated during the period 1971 through 1986 in various exploration programmes by the International Atomic Energy Agency, the Canadian International Development Agency, Utah Development Company, the German Federal Institute for Geoscience and Natural Resources (“BGR”) and the Cameroon Ministry of Mines and Energy. The exploration included radiometric surveys, mapping, trenching, diamond drilling and the driving of two short adits. NU Energy has been awarded a 1,000 square kilometre exploration permit to evaluate the Kitongo deposit and a number of additional uranium targets previously identified by radiometric surveys.
In a report titled “Geological Review of the Kitongo Uranium Deposit, Poli Area, Northern Cameroon” dated May 5, 2006, authored by Harry M. Meadon, MSc, Pr.Sci.Nat. (South Africa), a qualified person under National Instrument 43-101. Mr. Meadon refers to historic uranium resources identified in three deposits aggregating 13,125 tonnes U3O8 (28.9 million pounds U3O8), with an average grade of 0.10% U3O8. Mr. Meadon also refers to a BGR report titled, “Mineral Exploration in North Cameroon, Region of Poli” dated 1985, authored by V. Thoste, wherein the Kitongo deposit is reported to contain an historical estimate of not less than 10,000 tonnes or 22 million pounds of U3O8.
The Lolodorf Uranium Project is reported to contain an historical resource of 1,200 tons U3O8 (2.6 million pounds U3O8) at a grade of 0.1% U3O8 in a 1983 OECD/NEA (Organisation for Economic Cooperation and Development/Nuclear Energy Agency) report titled “Uranium Resources Production & Demand, Cameroon”.
An IAEA report in 1983, “Orientation Phase, Report on Cameroon” (Michel de Trey and George W Leney), assessed the uranium potential of the Lolodorf syenite belt and determined a “speculative potential” resource therein of some 11,000 tons U3O8 (24.2 million pounds U3O8).
The scientific or technical information on the Kitongo Property and the Lolodorf Uranium Project referred to in this release was scrutinized by Dr. Brian Hambleton-Jones, NU Energy’s Vice President for Africa and a qualified person as defined by National Instrument 43-101.
The historic resources were reported prior to the implementation of National Instrument (NI) 43-101. The historical resources have not been re-defined to conform to CIM standards as defined by NI 43-101. Data concerning the historical resources were obtained from sources believed to be reliable and relevant. NU Energy is not treating the historical resources as current resources for the purposes of NI 43-101.. Until such time as NU Energy is able to verify and classify the historical resources in accordance with CIM standards, the historical resources should not be relied upon.
Highlights of the Acquisition
Under the terms of the Acquisition, it is proposed that shareholders of NU Energy will receive two (2) common shares of Mega in exchange for each three (3) NU Energy common shares which they hold immediately prior to the completion of the Acquisition date of the amalgamation. Based on the volume-weighted average trading price of Mega’s common shares on the TSX for the 10-day period ended April 26, 2007, the consideration for each NU Energy common share is equal to $5.49.
The Acquisition is expected to be effected by way of a three-cornered amalgamation, whereby NU Energy will amalgamate with a wholly-owned subsidiary of Mega and the resulting corporation, which will be a wholly-owned subsidiary of Mega, will continue to carry out NU Energy’s business.
The parties will enter into a definitive agreement in respect of the Acquisition. Completion of the Acquisition is subject to satisfaction of a number of conditions, including, but not limited to, completion of satisfactory due diligence and the receipt of all required approvals, including approval of the Toronto Stock Exchange, the TSX Venture Exchange, and of the shareholders of NU Energy. There can be no assurance that the Acquisition will be completed as proposed or at all. It is intended that a meeting of the shareholders of NU Energy will be held as soon as possible to approve the transaction and it is anticipated that this meeting will be held during the third calendar quarter of 2007. Under certain circumstances, a termination fee will be payable by NU Energy if the Acquisition is not completed.
Mega intends to continue the operations of NU Energy, including the employment of NU Energy’s management and geological teams.
Mega’s President, Mr. Stewart Taylor, commented “NU Energy holds two significant uranium projects in Cameroon and has an exceptional management team with considerable uranium expertise which can drive Mega’s expansion in African uranium exploration and development. We look forward to working with their team.”
Mr. Frizelle, NU Energy’s President and CEO stated that “with Mega’s strong financial resources, technical expertise and our complementary focus, the combined entity will have the makings of an outstanding uranium player with over $100 million in cash, uranium assets in Australia and Cameroon and extensive uranium exploration projects in Canada, Mongolia and South America.”
Mega has engaged Genuity Capital Markets to act as financial advisor in connection with the Acquisition. NU Energy has engaged GMP Securities L.P., as its financial advisor and to provide an opinion that the consideration to be offered to shareholders of NU Energy under the Acquisition is fair from a financial point of view.
Based upon 26,654,366 common shares of NU Energy outstanding as at April 27, 2007 and assuming the exercise in full of all stock options and warrants of NU Energy currently outstanding, if the Acquisiton is completed, Mega will issue approximately 24,089,310 common shares to the NU Energy shareholders. An aggregate of 147,409,509 Mega common shares are currently issued and outstanding.
About NU Energy Uranium Corp.
Nu Energy Uranium Corporation is listed on the TSX Venture Exchange under the trading symbol “NU” and on the Canadian Trading and Quotation System Inc. (CNQ) under the trading symbol “NEUC”. The Company owns a 92% interest in the Kitongo and Lolodorf uranium properties located in the Republic of Cameroon, Africa. The Company is also pursuing the acquisition of other brownfields projects in Africa and Central and Eastern Europe. In addition, the Company has entered into a memorandum of understanding with Edlow Resources Limited and Africa Nuclear Fuel to establish a joint venture whose principal business will be the sourcing, purchasing, transportation and upgrading of low-grade uraniferous secondary material as well as the subsequent marketing of the upgraded
product. For further information
Corporate Information Investor Inquiries
Nu Energy Uranium Corporation
President and C.E.O.
Tel: +44 (0)207-584-5871
Fax: +44 (0)207-584-5893
http://www.nuenergyuranium.com G2 Consultants Corporation
NA Toll-Free: (866) 742-9990
Tel: (604) 742-9990
Fax: (604) 742-9991
About Mega Uranium
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, Maureen and Lake Maitland properties, are subject to state policies which presently prohibit the mining of uranium in Australia.
For further information, please contact:
Mega Uranium Ltd.
Richard Patricio, VP Corporate and Legal Affairs
Telephone: (416) 643-7630
This news release contains forward-looking statements regarding the proposed acquisition of NU Energy by Mega and Mega’s future plans for the operations. Actual results and developments may differ materially from those contemplated by these statements depending on, among others, the risks that Mega and NU Energy will not be able to obtain the required shareholder and regulatory approvals on a timely basis, or at all, and the risk that other conditions of closing the transaction are not satisfied. The forward-looking statements included in this release represent Mega’s and NU Energy’s views as of the date of this release. While Mega and NU Energy anticipate that subsequent events and developments may cause their views to change, Mega and NU Energy specifically disclaim any obligation to update these forward-looking statements, except as required by law. Investors are cautioned not to place undue reliance on these forward-looking statements.
NEITHER THE TSX NOR THE TSX VENTURE EXCHANGE ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.