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ENR Energentia Resources

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Share Name Share Symbol Market Type
Energentia Resources TSXV:ENR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Mega Uranium Ltd. and Energentia Resources Inc. Sign Acquisition Agreement

04/04/2008 8:17pm

Marketwired Canada


Mega Uranium Ltd. (TSX:MGA) ("Mega") and Energentia Resources Inc. (TSX
VENTURE:ENR) ("Energentia") announce that they have signed an acquisition
agreement in respect of the previously announced proposed acquisition of
Energentia by Mega. Under the terms of the acquisition, Mega will acquire all of
the outstanding common shares of Energentia ("Energentia Shares") in exchange
for common shares of Mega ("Mega Shares"), on the basis of one (1) Mega Share
for every ten (10) Energentia Shares outstanding (the "Exchange Ratio").


The acquisition is to be effected by way of a three-cornered amalgamation (the
"Amalgamation"), whereby Energentia will amalgamate with a wholly-owned
subsidiary of Mega and the resulting corporation (which will be a wholly-owned
subsidiary of Mega) will continue to carry on Energentia's business.
Shareholders of Energentia will receive Mega Shares in exchange for the
Energentia Shares which they hold immediately prior to the effective date of the
Amalgamation, on the basis of the Exchange Ratio.


Upon completion of the Amalgamation, all Energentia Shares and listed common
share purchase warrants of Energentia will be de-listed from the TSX Venture
Exchange. Stock options and common share purchase warrants of Energentia
outstanding following completion of the Amalgamation will be adjusted to provide
for the purchase of Mega Shares in lieu of Energentia Shares (based upon the
Exchange Ratio), upon the due exercise thereof.


Completion of the Amalgamation is subject to satisfaction of a number of
conditions, including receipt of the approval of the Toronto Stock Exchange, the
TSX Venture Exchange and the shareholders of Energentia. A meeting of the
shareholders of Energentia is scheduled to be held on May 1, 2008 to consider
and approve the Amalgamation (the "Energentia Meeting").


Additional details of the proposed acquisition are provided in the management
information circular of Energentia in respect of the Energentia Meeting, copies
of which, together with related materials, will be mailed to registered
shareholders on April 7, 2008.


Shareholders of Energentia who hold an aggregate of 11,290,000 Energentia
Shares, representing approximately 15.6% of the Energentia Shares outstanding as
at April 3, 2008, have entered into support agreements with Mega, whereby they
have agreed, among other things, to vote their Energentia Shares in favour of
the Amalgamation at the Energentia Meeting and to not take any action, directly
or indirectly, which could reasonably be expected to affect the completion of
the Amalgamation.


GMP Securities L.P. has acted as financial advisor to Energentia and has
provided an opinion that the consideration to be paid to shareholders of
Energentia under the Amalgamation is fair from a financial point of view.


Based upon the number of Energentia Shares outstanding as at April 3, 2008, if
the acquisition is completed, Mega will issue approximately 7,208,300 Mega
Shares (subject to rounding in the event of fractional interests) to the
shareholders of Energentia in exchange for their Energentia Shares, representing
approximately 4% of the number of Mega Shares outstanding.


About Mega Uranium

Mega Uranium Ltd. is a Toronto-based mineral resources company with a focus on
uranium properties in Australia, Canada, Argentina, Bolivia, Colombia, Mongolia
and Cameroon. Further information on Mega can be found on the company's website
at www.megauranium.com. Mega Uranium's Australian uranium properties, including
without limitation Ben Lomond, Maureen and Lake Maitland, are subject to State
policies which presently prohibit the mining of uranium.


About Energentia Resources

Energentia is a uranium exploration and development company with interests in a
number of uranium exploration properties located in Colombia.


Cautionary Statement Regarding Forward-Looking Information

Certain information contained in this press release constitutes "forward-looking
information", which is information regarding possible events, conditions or
results of operations that is based upon assumptions about future economic
conditions and courses of action. All information other than matters of
historical fact may be forward-looking information. In some cases,
forward-looking information can be identified by the use of words such as
"seek", "expect", "anticipate", "budget", "plan", "estimate", "continue",
"forecast", "intend", "believe", "predict", "potential", "target", "may",
"could", "would", "might", "will" and similar words or phrases (including
negative variations) suggesting future outcomes or statements regarding an
outlook. Forward-looking information in this press release includes, but is not
limited to, statements about the proposed acquisition of Energentia by Mega, the
continuation of its business following completion of the acquisition and our
expectations regarding Energentia's properties and the Columbian region
generally.


By its nature, forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements, or industry results, to differ materially from those expressed
or implied by such forward-looking information. Some of the risks and other
factors that could cause actual results to differ materially from those
expressed in the forward-looking information contained in this release include,
but are not limited to: the possibility that the necessary shareholder and
regulatory approvals will not be obtained in a timely manner or at all, and that
other conditions to completion of the acquisition will not be satisfied; and
risks related to the inherent uncertainty of mineral exploration and development
activities generally, including political and regulatory risks.


Although we have attempted to identify important factors that could cause actual
results or events to differ materially from those described in the
forward-looking information, readers are cautioned that this list is not
exhaustive and there may be other factors that we have not identified. Readers
are cautioned not to place undue reliance on forward-looking information
contained in this release. Forward-looking information is based upon our
beliefs, estimates and opinions as at the date of this release, which we believe
are reasonable, but no assurance can be given that these will prove to be
correct. Furthermore, we undertake no obligation to update or revise
forward-looking information if these beliefs, estimates and opinions or other
circumstances should change, except as otherwise required by applicable law.


All forward-looking information contained in this release is expressly qualified
by this cautionary note.


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