TORONTO, ONTARIO ("Mega") and Energentia Resources Inc. (TSX
VENTURE: ENR) ("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.
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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