Mega Uranium Ltd.
TSX : MGA

Mega Uranium Ltd.

April 07, 2010 17:20 ET

Mega Uranium Completes South American Asset Sale and Declares Dividend-In-Kind

TORONTO, ONTARIO--(Marketwire - April 7, 2010) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Mega Uranium Ltd. (TSX:MGA) ("Mega") is pleased to announce that the previously announced sale of its South American assets (the "Sale") to U3O8 Corp. closed today. Under the terms of the transaction, Mega transferred all of its South American properties and $4 million in cash to U3O8 Corp. in exchange for 30,564,858 common shares of U3O8 Corp. (the "U3O8 Shares").

U3O8 Corp. is a TSX Venture Exchange-listed junior uranium exploration company. With the acquisition of Mega's properties, U3O8 Corp. is positioned as a well funded, South American-focused exploration company, with one of the most advanced uranium portfolios on that continent, comprised of compliant resources, historic resources and near-resource potential in an environment of accelerating demand for uranium.

Mega will be involved in the management and strategic direction of U3O8 Corp. going forward through the appointment of its nominees - Sheldon Inwentash, Mega's Chief Executive Officer, Stewart Taylor, Mega's President, and Richard Patricio, Mega's Executive Vice President, Corporate Affairs – to U3O8's board of directors. Additionally, Phil Williams (Vice President, Business Development of Mega) and Hugo Bastias, (head of Mega's South American exploration team) have been appointed to U3O8 as Vice President, Business Development, and Vice President, Exploration in Argentina/Colombia, respectively.

The divestiture of Mega's South American assets and the associated Dividend (described below) represent the first step in the company's initiative to unlock shareholder value attributable to its non-core exploration properties. As Mega continues to focus on bringing its Lake Maitland project to production, it is currently evaluating its remaining portfolio of exploration properties outside of Australia and, in particular, its Canadian properties, with a view to identifying opportunities to maximize the properties' potential and enhance shareholder value. Such opportunities could include a sale or spin-off of the properties.

Mega further announces that, as part of the terms of the Sale, its board of directors declared today a dividend-in-kind (the "Dividend") on its common shares ("Mega Shares") in the form of a pro rata distribution of the U3O8 Shares. The Dividend is payable on April 26, 2010 to holders of record of Mega Shares at the close of business on April 16, 2010 (the "Record Date"). Mega has designated the Dividend to be an "eligible dividend" for the purposes of the Income Tax Act (Canada) and corresponding provincial legislation. Shareholders with questions regarding the tax treatment of dividends should consult with their own tax advisors or contact their local office of the Canada Revenue Agency and, where applicable, the provincial taxation authorities.

No fractional shares or cash in lieu thereof (or any other form of payment) will be payable under the Dividend. Any fractional interests in U3O8 Shares under the Dividend will be rounded up or down to the nearest whole number of shares. Based upon the number of Mega Shares currently outstanding, and ignoring the effect of rounding for fractional interests, approximately one U3O8 Share will be paid under the Dividend for every 8 Mega Shares held on the Record Date. 

It is expected that certificates evidencing the U3O8 Shares paid under the Dividend will be mailed to registered shareholders of Mega on or shortly after April 26, 2010. Mega will advise shareholders following the payment date of its calculation of the fair market value of the U3O8 Shares distributed under the Dividend.

No U3O8 Shares will be delivered to Mega shareholders who are non-residents (or deemed to be non-residents) of Canada. Instead, these shares will be aggregated and sold in the open market by a registered securities broker or dealer on their behalf. Following completion of the selling process, non-residents will receive their pro rata share of the cash proceeds from the sales, net of applicable withholding taxes and brokerage fees.

The exercise prices of all of the outstanding common share purchase warrants of Mega (in addition to certain other terms) will be adjusted as a result of the Dividend, in accordance with their respective anti-dilution provisions. Mega will provide notice to warrantholders of the specific adjustments.

The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT MEGA URANIUM

Mega Uranium Ltd. is a Toronto-based mineral resources company with a focus on uranium properties in Australia, Argentina, Cameroon, Canada and Colombia. Further information on Mega can be found on the company's website at www.megauranium.com. Mega Uranium's Ben Lomond and Maureen properties in Queensland, Australia, are subject to a State policy which presently prohibits the mining of uranium.

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