/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 United Uranium.
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.
Kyle Kozuska
Telephone: (306) 664-3828
Facsimile: (306) 244-0042
www.sedar.com
