/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
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.
For further information:
United Uranium Corp.
Telephone: (306) 664-3828
Facsimile: (306) 244-0042