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Mega Uranium Ltd.
211 Yonge Street, Suite 502
Toronto, Ontario, Canada
2008 News Releases
Mega Uranium Ltd. and Energentia Resources Inc. Sign Acquisition Agreement
April 4, 2008
Toronto, Canada, April 4, 2008 – Mega Uranium Ltd. (MGA-TSX) ("Mega") and Energentia Resources Inc. (ENR-TSXV) ("Energentia") announce that they have signed an acquisition agreement in respect of the previously announced proposed acquisition of Energentia by Mega. Under the terms of the acquisition, Mega will acquire all of the outstanding common shares of Energentia ("Energentia Shares") in exchange for common shares of Mega ("Mega Shares"), on the basis of one (1) Mega Share for every ten (10) Energentia Shares outstanding (the "Exchange Ratio").
The acquisition is to be effected by way of a three-cornered amalgamation (the "Amalgamation"), whereby Energentia 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 on Energentia’s business. Shareholders of Energentia will receive Mega Shares in exchange for the Energentia Shares which they hold immediately prior to the effective date of the Amalgamation, on the basis of the Exchange Ratio.
Upon completion of the Amalgamation, all Energentia Shares and listed common share purchase warrants of Energentia will be de-listed from the TSX Venture Exchange. Stock options and common share purchase warrants of Energentia outstanding following completion of the Amalgamation will be adjusted to provide for the purchase of Mega Shares in lieu of Energentia Shares (based upon the Exchange Ratio), upon the due exercise thereof.
Completion of the Amalgamation is subject to satisfaction of a number of conditions, including receipt of the approval of the Toronto Stock Exchange, the TSX Venture Exchange and the shareholders of Energentia. A meeting of the shareholders of Energentia is scheduled to be held on May 1, 2008 to consider and approve the Amalgamation (the "Energentia Meeting").
Additional details of the proposed acquisition are provided in the management information circular of Energentia in respect of the Energentia Meeting, copies of which, together with related materials, will be mailed to registered shareholders on April 7, 2008.
Shareholders of Energentia who hold an aggregate of 11,290,000 Energentia Shares, representing approximately 15.6% of the Energentia Shares outstanding as at April 3, 2008, have entered into support agreements with Mega, whereby they have agreed, among other things, to vote their Energentia Shares in favour of the Amalgamation at the Energentia Meeting and to not take any action, directly or indirectly, which could reasonably be expected to affect the completion of the Amalgamation.
GMP Securities L.P. has acted as financial advisor to Energentia and has provided an opinion that the consideration to be paid to shareholders of Energentia under the Amalgamation is fair from a financial point of view.
Based upon the number of Energentia Shares outstanding as at April 3, 2008, if the acquisition is completed, Mega will issue approximately 7,208,300 Mega Shares (subject to rounding in the event of fractional interests) to the shareholders of Energentia in exchange for their Energentia Shares, representing approximately 4% of the number of Mega Shares outstanding.
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.