2008 News Releases
Shareholders Approve Acqusition of Energentia Resources by Mega Uranium
May 1, 2008
Toronto, Canada, May 1, 2008 – Mega Uranium Ltd. (MGA-TSX) ("Mega") and Energentia Resources Inc. (ENR-TSXV) ("Energentia") are pleased to announce that Mega’s proposed acquisition of Energentia was approved by Energentia shareholders at a special meeting held earlier today.
Under the terms of the acquisition, which will be effected by way of a three-cornered amalgamation, shareholders of Energentia will be entitled to receive one common share of Mega in exchange for every ten common shares of Energentia held immediately prior to the amalgamation. Subject to the satisfaction or waiver or any remaining closing conditions, it is expected that the amalgamation will become effective on May 6, 2008.
Trading in the common shares and warrants of Energentia on the TSX Venture Exchange will cease as of the close of business on May 2, 2008 and the securities will be de-listed from the exchange upon completion of the acquisition. Stock options and warrants of Energentia outstanding following completion of the acquisition will be adjusted to provide for the purchase of common shares of Mega in lieu of Energentia common shares (based upon the one-for-ten exchange ratio), upon the due exercise thereof.
Certificates evidencing the common shares of Mega to which the (former) registered shareholders of Energentia will be entitled will be mailed by Equity Transfer & Trust Company commencing on or about May 8, 2008.
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.