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U3O8 Corp. completes C$20.5 million private placement


February 15, 2011

TORONTO, Ontario – February 15, 2011 – U3O8 Corp. (TSX Venture: UWE) (U3O8 Corp. or “the Company”) is pleased to announce that it has completed its previously announced private placement (the “Offering”) of 24,150,000 Units (the “Units”) at a price of C$0.85 per Unit for aggregate proceeds to the Company of C$20,527,500, including the exercise of the full underwriters’ option of C$2,677,500.

Each Unit consists of one common share in the capital of the Company (each a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of C$1.00 per Warrant Share (the “Exercise Price”) for a period of 2 years following the closing of the Offering. The Offering was conducted by a syndicate of underwriters led by GMP Securities L.P. and included Dundee Securities Corporation, PowerOne Capital Markets Ltd. and Haywood Securities Inc. (collectively, the “Underwriters”).

In consideration for their services, the Company paid a cash commission to the Underwriters equal to 6.0% of the gross proceeds from the sale of the Units, except on the Units sold to certain persons on the president's list prepared by the Company for which the commission paid was equal to 3.0%. As additional compensation, the Company issued to the Underwriters broker warrants which entitle the Underwriters to subscribe for that number of Units equal to 6.0% of the total number of Units sold pursuant to the Offering, except for the Units subscribed for by certain persons on the president's list for which the Company issued broker warrants entitling the Underwriters to subscribe for that number of Units equal to 3.0% of the total number of Units sold pursuant to the Offering. Each broker warrant is exercisable to acquire one Unit of the Company at a price equal to $0.85 for a period of 24 months after the closing date.

The net proceeds are intended to be used by U3O8 Corp. to advance the exploration and development of its projects in Guyana, Colombia and Argentina and for general working capital purposes.

The securities issued under the Offering will be subject to a hold period expiring June 16, 2011 in accordance with applicable securities laws and TSX Venture Exchange policies.

“With a strong balance sheet, U3O8 Corp. can continue to focus on aggressively advancing its exploration programs in Colombia, Guyana and Argentina, which are aimed at substantially increasing its resource portfolio in 2011,” said Dr. Richard Spencer, U3O8 Corp’s President and CEO. This news release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States or to a “U.S. person” (“U.S. Person”) (as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About U3O8 Corp.

U3O8 Corp. is a Toronto-based exploration company focused on exploration of uranium and associated commodities in South America. The Company has one of the most advanced portfolios of uranium projects in the region comprising NI 43-101 compliant resources in Guyana, significant historic resources in Colombia and near resource potential in Argentina.

Additional information on U3O8 Corp., each material project and technical reports are available on the company’s web site at www.u3o8corp.com and on SEDAR at www.sedar.com.

U3O8 Corp.
Nancy Chan-Palmateer
Vice President, Investor Relations
(416) 868-1491
nancy@u3o8corp.com
or
U3O8 Corp.
Richard Spencer
President & CEO
(416) 868-1491
richard@u3o8corp.com

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.

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, which is also referred to as “forward-looking statements.” Wherever possible, words expressions or statements such as “plans,” “intends,” “expects,” “continues,” and similar expressions that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved, have been used to identify forward-looking information. In particular, this news release describes future events and conditions that are subject to numerous risks and uncertainties, certain of which are beyond the control of U3O8 Corp., including, but not limited to, the impact of general economic conditions, industry conditions, volatility of financial markets and commodity prices, risks associated with the uncertainty of exploration results and estimates and that the resource potential will be achieved on exploration projects, currency fluctuations, dependence upon regulatory approvals, and the uncertainty of obtaining additional financing and exploration risk. There is no assurance that the Company’s exploration and development of its projects in Guyana, Colombia and Argentina will add to U3O8 Corp’s resource base in the short-term, or at all. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.