TORONTO, ONTARIO ("Mega") and Energentia Resources Inc. (TSX
VENTURE: ENR) ("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.
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.
Contacts: Investor Relations Mega Uranium Ltd. Richard Patricio,
VP Corporate and Legal Affairs (416) 643-7630 Email:
info@megauranium.com Website: www.megauranium.com Energentia
Resources Inc. Michael Davies Chief Financial Officer (416)
603-4653 Email: mdavies@enruranium.com Website:
www.enruranium.com
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