Underworld Resources Announces $14.5 Million Private Placement



    /NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/

    VANCOUVER, June 2 /CNW/ - Underworld Resources Inc. (the "Company")
(UW-TSX:V) is pleased to announce it has negotiated a private placement with a
syndicate of agents led by Canaccord Capital Corporation and including Axemen
Resource Capital and Dundee Securities Corp. (the "Agents") of 8,400,000 units
(the "Units") at a price of $1.25 per Unit and 2,415,000 flow-through units
("FT Units") at a price of $1.45 per FT Unit for total gross proceeds of up to
$14,001,750 (the "Offering").
    A Unit will consist of one common share and one-half of one transferable
common share purchase warrant ("Unit Warrant"). Each whole Unit Warrant will
entitle the holder to subscribe for one additional common share at a price of
$1.60 for a period of one year from the date of closing. Each FT Unit will
consist of one flow-through common share and one-half of one transferable
common share purchase warrant ("FT Warrant"). Each whole FT Warrant will
entitle the holder to subscribe for one additional common share at a price of
$1.65 for a period of one year from the date of closing.
    In the event that after four months and one day after the closing, the
volume weighted average trading price of the Company's common shares on the
TSX Venture Exchange, for a period of 15 consecutive trading days exceeds
$2.00, the Company may, within five days after such an event, provide notice
to the warrant holders of early expiry and thereafter, the Unit Warrants and
the FT Warrants will expire on the date which is 30 days after the date of the
notice to the warrant holders.
    In addition, the Company also announces that it will complete a
non-brokered private placement of up to C$550,000 in a combination of Units
and FT Units under the same terms as above.
    The Company has also granted the Agents an over allotment option to
solicit any combination of Units and Flow-Through Shares, subject to
confirmation by the Company, to raise additional gross proceeds of up to
$1,000,000, exercisable forty-eight hours prior to closing.
    The funds raised from the issuance of the FT Units shall be used for
general exploration expenditures which will constitute Canadian Exploration
Expenditures ("CEE") on the Company's prospects located in the Yukon
Territory. Funds raised from the issuance of Units will be for general working
capital.
    Closing of the private placements is anticipated to occur on or before
June 19, 2009 and is subject to the receipt of applicable regulatory approvals
including approval of the TSX Venture Exchange. The securities issued will be
subject to a standard four month hold period.

    
    ON BEHALF OF THE BOARD OF DIRECTORS

    "Michael Williams"
    Michael Williams
    Chairman & Director

    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.
    

    Some statements in this news release contain forward-looking information.
These statements include, but are not limited to, statements with respect to
the expected completion of financings and the use of proceeds. These
statements address future events and conditions and, as such, involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
statements. Such factors include, among others, the success and timing of
financings and the amount of funds used.





For further information:

For further information: Underworld Resources Inc., Suite 1500 - 409
Granville Street, Vancouver, BC, Canada, V6C 1T2

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UNDERWORLD RESOURCES INC.

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