United Uranium Corp.
TSX VENTURE : UUC

October 22, 2012 16:49 ET

United Uranium Corp. Announces Transaction With Karoo Exploration Corp.

SASKATOON, SASKATCHEWAN--(Marketwire - Oct. 22, 2012) -

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

United Uranium Corp. (TSX VENTURE:UUC) ("United Uranium" or the "Company") is pleased to announce that it has entered into a letter of intent dated October 3, 2012 (the "LOI") with Karoo Exploration Corp. ("Karoo"), a private company incorporated under the laws of British Columbia, whereby the parties have agreed to complete a business combination (the "Transaction") pursuant to a share purchase, take-over bid, share exchange, amalgamation, arrangement or other comparable form of transaction whereby the Company will acquire all of the outstanding shares of Karoo (the "Karoo Shares") through the issuance of common shares in the share capital of United Uranium ("United Shares"). The Transaction, when completed, will be considered to be a reverse take-over for the purposes of the TSX Venture Exchange (the "TSXV") and will result in the listing of the Resulting Issuer as a Tier 2 Mining Issuer on the TSXV. For the purposes of the press release the term "Resulting Issuer" means the Company upon completion of the Transaction.

About Karoo Exploration Corp.

Karoo is a privately owned uranium exploration company with the right to acquire five (5) wholly-owned licences in the Selous Basin of Tanzania covering 954 km2. Application has been made for an additional 2,137 km2 comprised of twelve (12) licences, also located in the Selous Basin. Eight (8) licences form an adjacent and contiguous block to the north and east of the current licence block, one licence occurs approximately 50 km to the east of the licence block, and the remaining three licences are located within 48 km of the western boundary. The Selous Basin area as well as other noted geographic areas, including the Karoo Basin and Ruhuhu Basin, are prospective for uranium mineralization. Several companies, both large and mid-sized, are currently conducting uranium exploration in Tanzania.

On August 9, 2012, Karoo entered into a Property Option Agreement with a publicly traded company in the business of the exploration and evaluation of mineral properties in Tanzania ("TanzaniaCo") whereby Karoo may acquire a 100% interest in certain mineral claims located in the Songea and Lindi regions of southern Tanzania (the "Property"). Pursuant to the Agreement, Karoo has the option to acquire a 100% interest in the Property (the "Option"), by issuing 2,000,000 common shares in the capital of Karoo to TanzaniaCo, and incurring exploration expenditures on the Property totalling $750,000, over a three year period. Upon exercise of the Option, Karoo will grant to TanzaniaCo a 2.0% net smelter royalty ("NSR") on the proceeds of any commercial production from the Property. One-half of the NSR and a right of first refusal on the other half can be purchased by Karoo for a cash payment of $2,000,000. The other half of the NSR can be purchased by Karoo for a cash payment of $5,000,000.

United Uranium President and CEO, Kyle Kozuska said, "The acquisition of Karoo Exploration Corp. by United Uranium Corp. will expose our shareholders to what we believe to be an asset with excellent growth potential."

Tyco Industries Corp. ("Tyco") has been engaged to prepare a National Instrument 43-101 technical report in respect of the material mining properties underlying the Option and a further press release will be issued upon completion of the technical report.

Transaction Terms

The purchase price for the Karoo Shares will be satisfied by the issuance of one (1) Post-Consolidation Share, as defined herein, for each one (1) Karoo Share up to a maximum of 15,000,000 Post-Consolidation Shares, or such other greater number of Post-Consolidation Shares as United Uranium and Karoo may agree. The deemed price of each Post-Consolidated Share shall be $0.075.

Conditions to the Completion of the Transaction

The obligations of United Uranium and Karoo to consummate the Transaction shall be subject to, among other things: (i) the receipt of all third party consents and necessary regulatory and TSXV approval; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) the absence of any material adverse change in the business, results of operations, assets, liabilities, financial conditions or affairs of Karoo or United Uranium, financial or otherwise; (iv) the absence of any material breach of the representations, warranties and covenants made by each party to the other; (v) other conditions which are customary for a transaction such as the Transaction; (vi) Karoo having completed one (1) or more financings for aggregate net proceeds of not less than $500,000 or such other minimum amount as may be required to meet the requirements of the TSXV. In the event United Uranium or Karoo conduct financings prior to the completion of the Transaction (the "Potential Financings"), United Uranium will issue news releases regarding such financings.

Other than Lorilee Kozuska, CFO of Karoo and United Uranium, none of the insiders of United Uranium or their associates or affiliates has any interest in the business of Karoo or is otherwise an insider of, or has any relationship with, Karoo or its direct or indirect shareholders, and the Transaction is a "Non Arm's Length Transaction" as defined under TSXV policies.

Directors and Officers of Resulting Issuer

Upon completion of the proposed Transaction, the directors and senior officers of the Resulting Issuer are anticipated to be:

Name, Place of Residence Position with the Resulting Issuer Present and Principal Occupation During the past 5 years
Kal Matharu
Winnipeg, Manitoba
Proposed Chairman Mr. Matharu is currently the President and Chief Executive Officer of Tanzania Minerals Corp. He has served as an advisor and consultant for major North American companies including SNC Lavalin, helping them to establish business relationships in East Africa. He has been a director of Tanzania Minerals Corp. since July 27, 2010.
Kyle Kozuska
Saskatoon, Saskatchewan
Proposed Director Mr. Kozuska has been the President and Chief Executive Officer of United Uranium since December 2008. He also acts as the President and Chief Executive Officer of Shane Resources Ltd. and the President of Star Uranium Corporation. Mr. Kozuska founded Paradigm Portfolio Management Corporation, a fully independent investment council/portfolio management firm specializing in money management for private and institutional investors in 2000.
Robert Dzisiak
Winnipeg, Manitoba
Proposed Director, President and Chief Executive Officer Mr. Dzisiak is currently the President of Karoo Exploration Corp. From 2009 until 2011 Mr. Dzisiak acted as the President and Chief Executive Officer of RJ Obrien & Associates, a "boutique" futures firm, which specializes in futures, options and foreign exchange trading. He is also on the Board of Directors of Tanzania Minerals Corp. and Meridex Software Corporation.
Sidney G. Soronow
Winnipeg, Manitoba
Proposed Director Mr. Soronow is a Barrister and Solicitor and a member of the Law Society of Manitoba since 1972. Mr. Soronow's practice focuses primarily on corporate/commercial law, real estate and administrative law. Mr. Soronow received his law degree from the University of Manitoba as the Gold Medalist. Mr. Soronow is a director of Karoo and previously served as its President.
Michael Der
Calgary, Alberta
Proposed Director Currently an associate with the Davis LLP (Calgary) since 2009 and an associate with Bennett Jones LLP from 2004 to 2009. Mr. Der specializes in corporate/commercial law with an emphasis on public markets, securities law, corporate finance and mergers and acquisitions, particularly in the mining and oil and gas sectors. Mr. Der is a director of United Uranium Corp. and Shane Resources Inc. He is also on secondment as General Counsel and VP Corporate and Legal Affairs with Great Western Minerals Group Ltd.
Lorilee Kozuska
Vancouver, British Columbia
Proposed Chief Financial Officer Ms. Lorilee Kozuska has been the Chief Financial Officer of Shane Resources Ltd., Star Uranium Corporation and United Uranium Corp. since December 18, 2007. Ms. Kozuska has been the Chief Financial Officer of Tanzania Minerals Corp., since July 27, 2010. She served as Chief Financial Officer of Woulfe Mining Corp. (Formerly Oriental Minerals Inc.) from May 22, 2007 to January 21, 2008. Ms. Kozuska obtained her CMA designation along with a Bachelor's degree in Commerce from the University of Saskatchewan.
Christal Pendleton
Winnipeg, Manitoba
Proposed Corporate Secretary Ms. Christal Pendleton has been the Corporate Secretary of Tanzania Minerals Corp. since December, 2011. Ms. Pendleton obtained a Bachelor's degree in Psychology from the University of Hawaii and obtained a CHRP (Certified Human Resources Practitioner) designation in 2009. She holds Certificates from BCIT in Human Resources Management and Senior Human Resources Management.

Name Change and Consolidation

Upon closing of the Transaction and subject to required shareholder and regulatory approvals, United Uranium proposes to change its name to Karoo Exploration Corp. and consolidate the United Shares on the basis of one (1) post-consolidation United Share ("Post-Consolidation Share") for each five (5) pre-consolidation United Shares. As at the date hereof, there are 29,171,588 United Shares issued and outstanding. Immediately following the proposed consolidation and prior to the completion of the Transaction and any Potential Financings, there will be approximately 5,834,317 United Shares issued and outstanding, subject to rounding of fractional share entitlements.
Options to be Granted by the Resulting Issuer

Any stock options of United Uranium ("United Options") which have not been exercised prior to the completion of the Transaction shall be surrendered for cancellation for nominal consideration and shall be null and void on the closing of the Transaction, provided however, that for directors, officers, employees and consultants who continue in their respective roles, the Resulting Issuer will issue new options at the discretion of the board of directors of the Resulting Issuer pursuant to TSXV requirements.

Sponsorship

Jennings Capital Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Karoo in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Trading Halt

Trading in the United Shares on the TSXV is halted and will remain so until the documentation required by the Exchange has been reviewed and accepted by the TSXV.

Forward-Looking Statements:

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the Transaction. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks in exploration and development, competition from other industry participants, stock market volatility, the risks that the parties will not proceed with the Transaction, that the ultimate terms of the Transaction will differ from those that currently are contemplated, and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval. The 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 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 on. Trading in the securities of United Uranium Corp. 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 or disapproved the contents of this press release.

All information contained in this press release with respect to the Company and Karoo was supplied by the Company and Karoo, respectively, for inclusion herein.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

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 the content of this release.

Contact Information

  • United Uranium Corp.
    Kyle Kozuska
    306-664-3828
    306-244-0042 (FAX)