TORONTO, Ontario (November 19, 2013) - Mega Uranium Ltd. (TSX:MGA)("Mega" or the "Company") ispleased to announce that it has closed the previously announced sale of its LakeMaitland Uranium Project ("Lake Maitland")in Western Australia to Toro Energy Limited ("Toro") (ASX:TOE) for 415 million fully paid ordinary shares in thecapital of Toro (the "Transaction"),representing approximately 28% of the issued and outstanding shares of Toro.
Torois an Australian uranium company listed on the Australian Securities Exchange. Its flagship and wholly-owned Wiluna Projectis located 30 km south-east of Wiluna in Central Western Australia andapproximately 90 km north-west of Lake Maitland. With the acquisition of Lake Maitland, Tororepresents one of the few development-stage uranium companies with permits inplace over two of their key Western Australian assets (Centipede and Lake Way)and a pipeline of significant uranium resources, including Lake Maitland.
Toro'sintention is to complete feasibility studies (which will include Lake Maitland)over the short term, to work towards implementation of the Wiluna Project andto commence studies to optimise the inclusion of Lake Maitland within theoverall Wiluna Project.
Aspart of the closing of the Transaction, Toro obtained financial support fromits major shareholder, OZ Minerals Limited, and received approval of theAustralian Foreign Investment Review Board, the Australian Securities Exchange,Toro's shareholders and Mega's Lake Maitland project partners, JAURDInternational Lake Maitland Project Pty Ltd ("JAURD") and Itochu Minerals & Energy of Australia Pty Ltd ("IMEA") (together the "Project Partners"), who waived certain pre-emptive rights and consented tothe Transaction.
Aspart of the terms of the Transaction, Toro has appointed two Mega nominees to itsboard of directors - Richard Patricio, Mega's Executive Vice President,Corporate Affairs, and Richard Homsany, Mega's Executive Vice President,Australia. Mega has agreed to a 12-month escrow of its Toro shares, withcustomary market exceptions, and to a standstill which limits Mega's ability toacquire additional Toro shares within the next 2 years.
RichardPatricio stated "We are very excited about the future for Toro and think thatthis combination of assets presents a unique opportunity for Mega shareholdersto be part of one of the larger pre-development uranium projectsworld-wide. We look forward to workingwith Toro, as board members and as a key shareholder, to assist it in becoming anew Australian uranium producer."
Mega Uranium Ltd.
MegaUranium Ltd. is a Canadian mineral resources company listed on the TSX, with afocus on uranium. Mega has exposure to uranium projects world-wide, boththrough equity investments in uranium companies, and through its ownership ofadvanced pre-feasibility stage and exploration projects in Australia, Canadaand Cameroon. Further information on Mega can be found on the company's websiteat www.megauranium.com.
For further information please contact
For Mega Uranium Ltd.
Investor Relations Mega Uranium Ltd. Richard Patricio Executive VicePresident, Corporate Affairs T: (416) 643-7630 info@megauranium.comwww.megauranium.com
NoteRegarding Forward-Looking information
Thisnews release contains "forward-looking statements" within the meaningof the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" as such term isdefined in applicable Canadian securities laws (together referred to herein as"forward-looking statements"). Except for statements of historical factrelating to Mega or Toro, information contained herein constitutesforward-looking statements. Forward-looking statements are characterized bywords such as "plan," "expect", "budget","target", "project", "intend,""believe", "anticipate", "estimate" and othersimilar words, or statements that certain events or conditions "may"or "will" occur. Forward-looking statements in this news releaseinclude, but are not limited to, statements relating to completion of thecombination of Mega and Toro and the expected timing of completion, statementsregarding the anticipated completion date of a feasibility studies regarding theWiluna project, statements regarding the shareholding of Mega at closing,statements regarding the expected benefits to Mega shareholders of the proposedtransaction. Forward-looking statements are based on the opinions, assumptionsand estimates of management considered reasonable at the date the statementsare made, and are inherently subject to a variety of risks and uncertaintiesand other known and unknown factors that could cause actual events or resultsto differ materially from those projected in the forward-looking statements.These factors include (i) that Mega and Toro will complete the proposedtransaction described herein, (ii) political developments, whether generally orin respect of the mining industry specifically, in Australia not consistent with Mega and Toro'scurrent expectations, (iii) Mega's and Toro's expectations in connection withthe projects discussed herein being met, (iv) the impact of general businessand economic conditions, global liquidity and credit availability on the timingof cash flows and the values of assets and liabilities based on projectedfuture conditions, fluctuating metal prices and currency exchange rates, (v)the value that the Mega will realize from its Toro shareholdings, (vi) changesin project parameters as plans continue to be refined,(vii) the continuedemployment of key Mega and Toro employees, as well as those risk factorsdiscussed or referred to in Mega's annual Management's Discussion and Analysisand Annual Information Form for their respective most recently completed yearend filed with the applicable securities regulatory authorities and availableat www.sedar.com. Although Mega has attempted to identify important factorsthat could cause actual actions, events or results to differ materially fromthose described in forward-looking statements, there may be other factors thatcause actions, events or results not to be anticipated, estimated or intended.
Therecan be no assurance that forward-looking statements will prove to be accurate,as actual results and future events could differ materially from thoseanticipated in such statements. Mega does not undertake any obligation toupdate forward-looking statements if circumstances or management's estimates,assumptions or opinions should change, except as required by applicable law.The reader is cautioned not to place undue reliance on forward-lookingstatements. The forward-looking information contained herein is presented forthe purpose of assisting investors in understanding Mega's expected financialand operational performance and results as at and for the periods ended on thedates presented in their respective plans and objectives and may not beappropriate for other purposes.
Stewart Taylor, Mega's President and Qualified person under NI43-101, isresponsible for this release and has verified the contents disclosed.