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Mega Uranium Ltd.
211 Yonge Street, Suite 502
Toronto, Ontario, Canada
2008 News Releases
Mega Announces Proposed Acquisition of Energentia Resources Inc.
March 6, 2008
Toronto, Canada, March 6, 2008 – Mega Uranium Ltd. (MGA-TSX) ("Mega") and Energentia Resources Inc. (ENR – TSX-V) ("Energentia") announce that they have entered into a binding letter agreement pursuant to which it is proposed that Mega will acquire (the "Acquisition") all of the outstanding common shares of Energentia (the "Energentia Shares") in exchange for common shares of Mega ("Mega Shares"). Energentia is a publicly-listed uranium exploration company with uranium properties in Colombia, some of which are adjacent to Mega’s Betulia, Galan and Simacota tenements.
Energentia’s properties in Colombia comprise over 600 km2 of ground with uranium discovery potential in five project areas – Zapatoca, Chima, Berlin, Abrego and Ocana. Of these, the most advanced in terms of previous exploration is the Berlin project in Caldas Province in which Energentia has an agreement to acquire the tenements over the Berlin uranium deposit from Sociedad Kedahda SA ("Kedahda"), a wholly owned subsidiary of AngloGold Ashanti Corporation. The agreement requires Energentia to make cash payments to Kedahda of $US250,000 on signing of the agreement (already done), $US250,000 on transfer of the tenements. In addition Kedahda retains a 2% NSR on uranium production.
The Berlin uranium mineralisation occurs within a 1-3 metre thickness of Cretaceous carbonaceous and phosphatic shales in a north-trending synclinal structure, of 12 kilometres length and 0.5-2 kilometres width. In the 1978-1981 period, the French company Minatome investigated the southernmost 5 kilometer length of the syncline in 20 trenches, 4 adits and 11 widely spaced diamond drill holes (total 2136 metres). If the Acquisition is completed, Mega intends to undertake a work program to investigate the historical work completed,
Highlights of the Acquisition
Under the terms of the Acquisition, shareholders of Energentia will receive one Mega Share in exchange for each ten (10) Energentia Shares held. Based upon the 5-day weighted average closing price per Mega Share of $3.31, the Acquisition values the Energentia Shares at $0.33 per share, representing a 61% premium above the 5-day weighted average closing price per Energentia Share of $0.205.
Mega’s President, Mr. Stewart Taylor, stated that, "This proposed acquisition strengthens Mega’s presence in South America as Energentia holds properties with good uranium discovery potential and has a strong technical team that will enhance Mega’s expertise and operating skills in Colombia. In particular, we look forward to investigating the uranium resource potential of the Berlin project."
It is proposed that the Acquisition will be effected by way of a three-cornered amalgamation, whereby a wholly-owned subsidiary of Mega will amalgamate with Energentia and, upon completion of the transaction, the resulting company will be a wholly-owned subsidiary of Mega and will continue to carry out the business of Energentia. The common shares of Energentia will be de-listed from the TSX Venture Exchange prior to closing of the Acquisition.
Completion of the Acquisition is subject to a number of conditions, including, but not limited to, the receipt of all required approvals, including approval of the Toronto Stock Exchange, the TSX Venture Exchange and Energentia shareholders at a meeting to be held as soon as practicable during the second quarter of 2008.
Based upon the number of Energentia Shares and Mega Shares outstanding as at January 31, 2008 (on an undiluted basis), upon completion of the Acquisition, Mega will issue an aggregate of approximately 7,195,800 Mega Shares to Energentia shareholders, representing approximately 4% of the outstanding Mega Shares.
About Mega Uranium
Mega Uranium Ltd. is a Toronto-based mineral resources company with a focus on uranium properties in Australia, Canada, Argentina, Bolivia, Colombia, Mongolia and Cameroon. 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 Ben Lomond, Maureen and Lake Maitland, are subject to State policies which presently prohibit the mining of uranium.
About Energentia Resources
Energentia is a uranium exploration and development company with interests in a number of uranium exploration properties located in Colombia.
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Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this press release constitutes "forward-looking information", which is information regarding possible events, conditions or results of operations that is based upon assumptions about future economic conditions and courses of action. All information other than matters of historical fact may be forward-looking information. In some cases, forward-looking information can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release includes, but is not limited to, statements about the proposed acquisition of Energentia by Mega, the continuation of its business following completion of the acquisition and our expectations regarding Energentia’s properties and the Columbian region generally.
By its nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to differ materially from those expressed or implied by such forward-looking information. Some of the risks and other factors that could cause actual results to differ materially from those expressed in the forward-looking information contained in this release include, but are not limited to: the possibility that the necessary shareholder and regulatory approvals will not be obtained in a timely manner or at all, and that other conditions to completion of the acquisition will not be satisfied; and risks related to the inherent uncertainty of mineral exploration and development activities generally, including political and regulatory risks.
Although we have attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking information, readers are cautioned that this list is not exhaustive and there may be other factors that we have not identified. Readers are cautioned not to place undue reliance on forward-looking information contained in this release. Forward-looking information is based upon our beliefs, estimates and opinions as at the date of this release, which we believe are reasonable, but no assurance can be given that these will prove to be correct. Furthermore, we undertake no obligation to update or revise forward-looking information if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
All forward-looking information contained in this release is expressly qualified by this cautionary note.