Mega Uranium Ltd.
TSX : MGA

Mega Uranium Ltd.

February 17, 2011 07:24 ET

Mega Uranium Ltd. Announces Flow-Through Financing

TORONTO, ONTARIO--(Marketwire - Feb. 17, 2011) - Mega Uranium Ltd. ("Mega") (TSX:MGA) announces today that it is proposing to complete a non-brokered private placement to sell up to 5,000,000 flow-through units (the " Units") at a price of $1.10 per Unit, for aggregate gross proceeds of up to $5,500,000 (the "Financing"). 

Each Unit will consist of one flow-through common share and one half of one non flow-through common share purchase warrant of Mega (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one non flow-through common share of Mega at a price of $1.30, for a period of 24 months following the closing date. The securities issued under the Financing will be subject to a four month hold period in accordance with applicable Canadian securities laws.

Mega may pay a commission (in cash and/or securities) to agents that arrange for the sale of Units. Up to 10% of the Financing may be purchased by insiders of Mega.

The proceeds attributable to the flow-through shares from the Financing will be used for exploration expenditures, as described below, which will constitute Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and will be renounced for the 2011 taxation year.

Completion of the Financing is subject to certain conditions, including the approval of the TSX.

The proceeds from the sale of the Units will be used to explore Mega's Canadian projects, including, without limitation, the Aillik and Mustang Lake projects in Labrador, and the Greenwich Lake project in Ontario.

ABOUT MEGA URANIUM

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

Note Regarding Forward-Looking information

Certain information contained in this press release constitutes "forward-looking information", which is information regarding possible events, conditions or results of operations that is based upon assumptions about future economic conditions and courses of action. All information other than matters of historical fact may be forward-looking information. In some cases, forward-looking information can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release includes, but is not limited to, statements about our plans regarding future acquisitions and property development, our expectations regarding the uranium market, global growth and the use of nuclear power, our drill results, commodity prices and core intersection lengths, in that they constitute estimates, based on certain assumptions of mineralization that may be encountered if a deposit were to be mined.

By its nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to differ materially from those expressed or implied by such forward-looking information. Some of the risks and other factors that could cause actual results to differ materially from those expressed in the forward-looking information contained in this release include, but are not limited to: risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits and conclusions of economic evaluations; results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks relating to possible variations in reserves, grade, planned mining dilution and ore loss, or recovery rates and changes in project parameters as plans continue to be refined; mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes (including work stoppages and strikes) or other unanticipated difficulties with or interruptions in exploration and development; the potential for delays in exploration or development activities or the completion of feasibility studies; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; risks related to commodity price and foreign exchange rate fluctuations; the uncertainty of profitability based upon the cyclical nature of the industry in which the Company operates; risks related to failure to obtain adequate financing on a timely basis and on acceptable terms or delays in obtaining governmental approvals or in the completion of development or construction activities; risks related to environmental regulation and liability; political and regulatory risks associated with mining and exploration; and other risks and uncertainties related to the Company's prospects, properties and business strategy.

Although we have attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking information, readers are cautioned that this list is not exhaustive and there may be other factors that we have not identified. Readers are cautioned not to place undue reliance on forward-looking information contained in this release. Forward-looking information is based upon our beliefs, estimates and opinions as at the date of this release, which we believe are reasonable, but no assurance can be given that these will prove to be correct. Furthermore, we undertake no obligation to update or revise forward-looking information if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

All forward-looking information contained in this release is expressly qualified by this cautionary note.

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