/NOT FOR DISSEMINATION IN THE
UNITED STATES OR THROUGH US NEWSWIRES/
SASKATOON,
Feb. 4, 2013 /CNW/ - United Uranium
Corp. (TSX-V: UUC) ("United Uranium" or the
"Corporation") announces further to its press release dated
October 22, 2012, it has entered into
an amalgamation agreement (the "Amalgamation Agreement")
dated effective February 1, 2013,
among itself, its wholly-owned subsidiary 0954046 B.C. Ltd.
("Subco"), Karoo Exploration Corp. ("Karoo"), and a
wholly-owned subsidiary of Karoo. Pursuant to the
Amalgamation Agreement, Karoo will merge with Subco (the
"Amalgamation"), with Karoo being the surviving entity (the
"Transaction"). Under the terms of the Amalgamation
Agreement, all of the outstanding securities of Karoo will be
exchanged for securities of United Uranium.
It is intended that the Amalgamation shall
constitute a Reverse Take-Over of United Uranium (as defined in TSX
Venture Exchange (the "Exchange") Policy 5.2). Upon
closing of the Transaction (the "Closing"), Karoo is
expected to be a wholly-owned subsidiary of the Corporation and the
Corporation will change its name to Karoo Exploration Corp. (the
"Resulting Issuer"). An annual general and special
meeting of United Uranium shareholders will be held to approve
certain matters related to the Amalgamation and materials for the
meeting will be provided to United Uranium shareholders in due
course.
The Transaction is considered to be an Arm's
Length Transaction, as such term is defined under the policies of
the Exchange.
SUMMARY TERMS OF THE AMALGAMATION AGREEMENT:
Under the terms of the Amalgamation Agreement,
subject to the necessary regulatory and shareholder approvals,
United Uranium will consolidate (the "Consolidation") its
current issued and outstanding common shares on the basis of each
five (5) pre-consolidated common shares for one post-consolidated
common share (each an "United Uranium Share").
United Uranium will purchase all of the Karoo
securities through the issuance of 9,250,001 post-Consolidation
United Uranium Shares at a deemed price of $0.075 per United Uranium Share.
The parties' obligations to complete the
Transaction are subject to the satisfaction of customary conditions
precedent, including, without limitation, (i) the Exchange
conditionally approving the Amalgamation; (ii) each of United
Uranium and Karoo having obtained such financings as is necessary
to complete the Transaction; (iii) each of United Uranium and
Karoo having received the requisite approval of their respective
shareholders for the adoption of the Amalgamation Agreement and the
completion of the Amalgamation; (iv) certain other conditions
typical in a transaction of this nature.
A copy of the Amalgamation Agreement will be
filed along with this news release and will be accessible under the
Corporation's profile on the SEDAR system: www.sedar.com.
Completion of the Transaction is subject to a
number of conditions, including but not limited to Exchange
acceptance and shareholder approval. Where applicable, this
transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will
be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any
information released or received with respect to the transaction
may not be accurate or complete and should not be relied
upon. Trading in the securities of a capital pool company
should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this press release.
All information contained in this news release
with respect to United Uranium and Karoo was supplied by United
Uranium and Karoo, respectively, for inclusion herein, and United
Uranium and its directors and officers have relied on Karoo for any
information concerning Karoo and have not independently verified
such information.
Statements in this press release may contain
forward-looking information, including statements regarding
regulatory and shareholder approval of the Corporation of the
Amalgamation, the change of name and the consolidation. Any
statements that are contained in this press release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "expects" and similar
expressions. The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances, such as future availability of
capital on favourable terms, may cause actual results to differ
materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of United Uranium. The reader is cautioned not
to place undue reliance on any forward-looking information. Such
information, although considered reasonable by management at the
time of preparation, may prove to be incorrect and actual results
may differ materially from those anticipated. Forward-looking
statements contained in this press release are expressly qualified
by this cautionary statement. The forward-looking statements
contained in this press release are made as of the date of this
press release, and United Uranium does not undertake any obligation
to update publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE
CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED
HEREIN IN THE UNITED STATES.
THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE United Uranium Corp.