Toronto, Ontario--(Newsfile Corp. - October 1, 2018) -
U3O8 Corp. (
TSX: UWE), (
OTCQB: UWEFF) ("
U3O8
Corp." or the "
Company") is pleased to announce a non-brokered private placement to raise approximately C$400,000
through the sale of approximately 1,600,000 Units (the "
Units") at a price of C$0.25 per Unit to close on or about October
19, 2018 (the "
Financing"). Each Unit will consist of a common share of the Company (a "
Common Share") and one whole
common share purchase warrant (a "
Warrant"). Each Warrant will entitle the holder to purchase a Common Share at a price of
C$0.40 and shall be valid for 36 months from the date of issuance.
In the event that subscriptions received for the Financing based on available prospectus exemptions exceed gross proceeds of
C$400,000, the Company may increase the size of the Financing to 2,000,000 Units and gross proceeds of C$500,000.
Available Prospectus Exemptions to Subscribers
The Financing will be conducted pursuant to available prospectus exemptions including sales to accredited investors, close
friends, family and business associates of directors and officers of the Company, as well as to existing shareholders of U3O8 Corp.
by relying on the existing securityholder prospectus exemption (the "ESPE"), adopted by the Ontario Securities Commission
(the "OSC") on February 5, 2015.
Existing shareholders who would like to participate in the financing through the provisions of the ESPE must comply with the
following:
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a.
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Have owned one or more Common Shares as at Friday, September 28, 2018 (the "Record Date") and continue to own one
or more Common Shares of the Company until completion of the Financing; and
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b.
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Purchase the Units as principal and reside in Canada except for the province of Newfoundland and Labrador.
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Each shareholder who qualifies to purchase shares under the ESPE rules may purchase up to C$15,000 of the Company's Common
Shares in any twelve-month period. Any qualifying shareholder that makes a declaration on the subscription form that he or she has
obtained advice from a financial advisor in regard to the purchase of the Company's Common Shares will not be subject to the
C$15,000 ceiling. Due to associated legal, regulatory and administration costs, the Company requests that subscriptions be for a
minimum of C$1,000 per shareholder.
In accordance with the ESPE, the Company confirms there is no material fact or material change related to the Company that has
not been generally disclosed and that the Company's "core documents" and "documents", as defined under applicable securities laws,
do not contain a misrepresentation.
If the Financing is over-subscribed, it is possible that a shareholder's subscription may not be accepted by the Company even
though it is received.
This news release does not constitute an offer of securities for sale in the USA. The securities being offered have not been,
nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or
sold within the USA absent USA. registration or an applicable exemption from USA registration requirements.
Use of Proceeds
Proceeds of the Financing will be used for the completion of metallurgical test work on the Company's Laguna Salada
uranium-vanadium deposit in Argentina, for general corporate and administrative purposes, and to enable the Company to consider
exercising its right to maintain its 39% holding in the private frac sand company, South American Silica Corp. ("SAS"),
should SAS undertake a private placement in light of positive developments in the frac sand industry.
The Company would like to clarify that the "Berlin Project" on which three geologists were recently killed by guerillas in
Colombia, is not U3O8 Corp.'s Berlin Project. However, U3O8 Corp.'s Board of Directors and Management have taken note of the recent
security incidents in Colombia and are considering various options.
Finders' Fees
Eligible finders who introduce an investor to the Financing will be paid a commission of 7% of the value of the client's
investment in cash and 7% of the value of the client's investment in broker warrants (the "Broker Warrants"). The Broker
Warrants will be exercisable into Common Shares of the Company at C$0.40 and will be valid for a period of 24 months from the date
of closing of the Financing.
Related Party Transactions
Richard Spencer (CEO of the Company) and John Ross (CFO of the Company) are expected to participate in the Financing (the
"Insider Participation") and their participation will constitute a related party transaction within the meaning of
Multilateral Instrument 61-101 ("MI 61-101"). In the absence of exemptions, the Company would need to obtain a formal
valuation for, and minority shareholder approval of, the related party transaction. The Company intends to rely on the exemptions
from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5 and 5.7 of MI 61-101 in
respect of the Insider Participation.
Residents of the USA
Under USA regulations, 35 US non-accredited investors may participate in the Financing. There is no limit on the number of
accredited investors eligible to subscribe in the Financing from the USA.
Subscription Procedure
Please inform us your interest in participating in this Financing via the following link on the Company's corporate
website http://www.u3o8corp.com/subscription-guide/
Subscriptions will be accepted by the Company on a "first come, first served basis." Therefore, if the Financing is
over-subscribed, it is possible that a shareholder subscription may not be accepted by the Company. Additionally, the Company
reserves the right, in a situation of over-subscription, to reduce the number of Units available to each subscriber.
TSX Approval and Hold Periods
The Financing is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including
final approval of the TSX and applicable securities regulatory authorities.
All securities issuable pursuant to the Financing will be subject to a statutory four (4) month hold period.
About U3O8 Corp.
U3O8 Corp. is focused on exploration and development of deposits of uranium and battery commodities in South America. Battery
commodities that occur with uranium resources include vanadium, nickel, zinc and phosphate. The Company's mineral resources
estimates were made in accordance with National Instrument 43-101, and are contained in the following deposits:
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Laguna Salada Deposit, Argentina — a PEA shows this near surface, free-digging uranium-vanadium deposit has low
production-cost potential;
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Berlin Deposit, Colombia — a PEA shows that Berlin also has low-cost uranium production potential due to revenue that
would be generated from by-products of phosphate, vanadium, nickel, rare earths (yttrium and neodymium) and other metals that
occur within the deposit; and
Additional Information
Information on U3O8 Corp., its resources and technical reports are available at www.u3o8corp.com and on SEDAR at www.sedar.com. Follow U3O8 Corp. on Facebook: www.facebook.com/u3o8corp, Twitter: www.twitter.com/u3o8corp and YouTube: www.youtube.com/u3o8corp.
For further information, please contact:
Carolina Diaz at carolina@u3o8corp.com or phone (416)
868-1491 or Richard Spencer, President & CEO, U3O8 Corp., Tel: (647) 292-0225 richard@u3o8corp.com
Forward-Looking Statements
This news release includes certain "forward looking statements" related with the development plans, economic potential and
growth targets of U3O8 Corp's projects. Forward-looking statements consist of statements that are not purely historical, including
statements regarding beliefs, plans, expectations or intensions for the future, and include, but not limited to, statements with
respect to: (a) the low-cost and near-term development of Laguna Salada, (b) the Laguna Salada and Berlin PEAs, (c) the potential
of the Kurupung district in Guyana and (d) the price and market for uranium. These statements are based on assumptions, including
that: (i) actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities
will continue to be positive and proceed as planned, and assumptions in the Laguna Salada and Berlin PEAs prove to be accurate,
(ii) requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to U3O8 Corp., (iii)
economic, political and industry market conditions will be favourable, and (iv) financial markets and the market for uranium will
improve for junior resource companies in the short-term. Such statements are subject to risks and uncertainties that may cause
actual results, performance or developments to differ materially from those contained in such statements, including, but not
limited to: (1) changes in general economic and financial market conditions, (2) changes in demand and prices for minerals, (3) the
Company's ability to establish appropriate joint venture partnerships, (4) litigation, regulatory, and legislative developments,
dependence on regulatory approvals, and changes in environmental compliance requirements, community support and the political and
economic climate, (5) the inherent uncertainties and speculative nature associated with exploration results, resource estimates,
potential resource growth, future metallurgical test results, changes in project parameters as plans evolve, (6) competitive
developments, (7) availability of future financing, (8) exploration risks, and other factors beyond the control of U3O8 Corp.
including those factors set out in the "Risk Factors" in our Annual Information Form available on SEDAR at www.sedar.com. 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. U3O8 Corp. assumes no obligation to update such information, except as may be required by
law. For more information on the above-noted PEAs, refer to the September 18, 2014 technical report titled "Preliminary Economic
Assessment of the Laguna Salada Uranium-Vanadium Deposit, Chubut Province, Argentina" and the January 18, 2013 technical report
titled "U3O8 Corp. Preliminary Economic Assessment on the Berlin Deposit, Colombia."
