Underground Energy announces close of convertible debenture financing and change of Board member

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Dec. 3, 2012 /CNW/ - Santa Barbara, California - Underground Energy Corporation ("Underground" or the "Company") (TSXV: UGE); (OTCQX: UGGYF) announced today the closing of its convertible debenture financing at $911,000 and a change in one Board member.

Convertible Debenture Financing
Due to volatile and difficult market conditions, Underground has not been able to close on significant additional capital at this time in its previously announced convertible debenture financing of up to $US 6 million. It has closed on a further $220,000 with two officers and this will be the final close in this financing.  This amount is in addition to the $691,000 previously closed.

In order to rectify its working capital deficit, full details of which have been disclosed in the press release dated November 29, 2012, the Company, together with the Board, is exploring all available options, including alternative financing solutions and strategic initiatives with industry and other participants. In the meantime, the Company continues to reduce its monthly costs to allow it to continue to pursue all available options.

Change in Board Members
Underground announces the resignation from its Board of Directors by Randolph Aldridge, as he intends to pursue other business opportunities.  Peter Ballachey, currently Underground's Chief Financial Officer and Corporate Secretary, has been appointed to replace him.

"The Company expresses its deep appreciation for the wisdom and guidance provided by Mr. Aldridge over his five years on our Board. We will miss Randy and wish him success in all his future endeavors," said Mike Kobler, President and CEO of Underground.

About Underground Energy Corporation
Underground is focused on developing its Zaca, Burrel and Asphaltea assets in Santa Barbara County, California, including through joint ventures and industry farm-ins as appropriate.  In total, Underground currently holds mineral rights on approximately 64,000 net acres of prospective lands in California and Nevada with an initial focus on the Monterey Shale in California. For more information on Underground, please visit www.ugenergy.com. Underground's regulatory filings are available under the Company's profile at www.sedar.com.

This press release is not an offer of securities for sale in the United States. The securities referred to above have not been and will not be registered under the United States Securities Act of 1933, as amended, and accordingly may not be offered or sold in the United States unless registered under that Act or pursuant to an available exemption from the registration requirements thereof.

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: Underground Energy Corporation

For further information:

Peter Ballachey
Chief Financial Officer
Underground Energy Corporation
Tel: 805-845-4700 x 17     

Simon Clarke
Vice President, Corporate Development
Underground Energy Corporation
Tel: 604-551-9665