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UUC Karoo Exploration Corporation

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Share Name Share Symbol Market Type
Karoo Exploration Corporation TSXV:UUC 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 -

United Uranium Corp. Announces Transaction With Karoo Exploration Corp.

22/10/2012 9:49pm

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES 


United Uranium Corp. (TSX VENTURE:UUC) ("United Uranium" or the "Company") is
pleased to announce that it has entered into a letter of intent dated October 3,
2012 (the "LOI") with Karoo Exploration Corp. ("Karoo"), a private company
incorporated under the laws of British Columbia, whereby the parties have agreed
to complete a business combination (the "Transaction") pursuant to a share
purchase, take-over bid, share exchange, amalgamation, arrangement or other
comparable form of transaction whereby the Company will acquire all of the
outstanding shares of Karoo (the "Karoo Shares") through the issuance of common
shares in the share capital of United Uranium ("United Shares"). The
Transaction, when completed, will be considered to be a reverse take-over for
the purposes of the TSX Venture Exchange (the "TSXV") and will result in the
listing of the Resulting Issuer as a Tier 2 Mining Issuer on the TSXV. For the
purposes of the press release the term "Resulting Issuer" means the Company upon
completion of the Transaction.


About Karoo Exploration Corp.

Karoo is a privately owned uranium exploration company with the right to acquire
five (5) wholly-owned licences in the Selous Basin of Tanzania covering 954 km2.
Application has been made for an additional 2,137 km2 comprised of twelve (12)
licences, also located in the Selous Basin. Eight (8) licences form an adjacent
and contiguous block to the north and east of the current licence block, one
licence occurs approximately 50 km to the east of the licence block, and the
remaining three licences are located within 48 km of the western boundary. The
Selous Basin area as well as other noted geographic areas, including the Karoo
Basin and Ruhuhu Basin, are prospective for uranium mineralization. Several
companies, both large and mid-sized, are currently conducting uranium
exploration in Tanzania.


On August 9, 2012, Karoo entered into a Property Option Agreement with a
publicly traded company in the business of the exploration and evaluation of
mineral properties in Tanzania ("TanzaniaCo") whereby Karoo may acquire a 100%
interest in certain mineral claims located in the Songea and Lindi regions of
southern Tanzania (the "Property"). Pursuant to the Agreement, Karoo has the
option to acquire a 100% interest in the Property (the "Option"), by issuing
2,000,000 common shares in the capital of Karoo to TanzaniaCo, and incurring
exploration expenditures on the Property totalling $750,000, over a three year
period. Upon exercise of the Option, Karoo will grant to TanzaniaCo a 2.0% net
smelter royalty ("NSR") on the proceeds of any commercial production from the
Property. One-half of the NSR and a right of first refusal on the other half can
be purchased by Karoo for a cash payment of $2,000,000. The other half of the
NSR can be purchased by Karoo for a cash payment of $5,000,000.


United Uranium President and CEO, Kyle Kozuska said, "The acquisition of Karoo
Exploration Corp. by United Uranium Corp. will expose our shareholders to what
we believe to be an asset with excellent growth potential."


Tyco Industries Corp. ("Tyco") has been engaged to prepare a National Instrument
43-101 technical report in respect of the material mining properties underlying
the Option and a further press release will be issued upon completion of the
technical report.


Transaction Terms

The purchase price for the Karoo Shares will be satisfied by the issuance of one
(1) Post-Consolidation Share, as defined herein, for each one (1) Karoo Share up
to a maximum of 15,000,000 Post-Consolidation Shares, or such other greater
number of Post-Consolidation Shares as United Uranium and Karoo may agree. The
deemed price of each Post-Consolidated Share shall be $0.075.


Conditions to the Completion of the Transaction

The obligations of United Uranium and Karoo to consummate the Transaction shall
be subject to, among other things: (i) the receipt of all third party consents
and necessary regulatory and TSXV approval; (ii) the receipt of all necessary
shareholder and board of director approvals; (iii) the absence of any material
adverse change in the business, results of operations, assets, liabilities,
financial conditions or affairs of Karoo or United Uranium, financial or
otherwise; (iv) the absence of any material breach of the representations,
warranties and covenants made by each party to the other; (v) other conditions
which are customary for a transaction such as the Transaction; (vi) Karoo having
completed one (1) or more financings for aggregate net proceeds of not less than
$500,000 or such other minimum amount as may be required to meet the
requirements of the TSXV. In the event United Uranium or Karoo conduct
financings prior to the completion of the Transaction (the "Potential
Financings"), United Uranium will issue news releases regarding such financings.


Other than Lorilee Kozuska, CFO of Karoo and United Uranium, none of the
insiders of United Uranium or their associates or affiliates has any interest in
the business of Karoo or is otherwise an insider of, or has any relationship
with, Karoo or its direct or indirect shareholders, and the Transaction is a
"Non Arm's Length Transaction" as defined under TSXV policies. 


Directors and Officers of Resulting Issuer

Upon completion of the proposed Transaction, the directors and senior officers
of the Resulting Issuer are anticipated to be:




---------------------------------------------------------------------------
               Position with                                               
Name, Place of the Resulting  Present and Principal Occupation During the  
Residence      Issuer         past 5 years                                 
---------------------------------------------------------------------------
Kal Matharu    Proposed       Mr. Matharu is currently the President and   
Winnipeg,      Chairman       Chief Executive Officer of Tanzania Minerals 
Manitoba                      Corp. He has served as an advisor and        
                              consultant for major North American companies
                              including SNC Lavalin, helping them to       
                              establish business relationships in East     
                              Africa. He has been a director of Tanzania   
                              Minerals Corp. since July 27, 2010.          
---------------------------------------------------------------------------
Kyle Kozuska   Proposed       Mr. Kozuska has been the President and Chief 
Saskatoon,     Director       Executive Officer of United Uranium since    
Saskatchewan                  December 2008. He also acts as the President 
                              and Chief Executive Officer of Shane         
                              Resources Ltd. and the President of Star     
                              Uranium Corporation. Mr. Kozuska founded     
                              Paradigm Portfolio Management Corporation, a 
                              fully independent investment                 
                              council/portfolio management firm            
                              specializing in money management for private 
                              and institutional investors in 2000.         
---------------------------------------------------------------------------
Robert Dzisiak Proposed       Mr. Dzisiak is currently the President of    
Winnipeg,      Director,      Karoo Exploration Corp. From 2009 until 2011 
Manitoba       President and  Mr. Dzisiak acted as the President and Chief 
               Chief          Executive Officer of RJ Obrien & Associates, 
               Executive      a "boutique" futures firm, which specializes 
               Officer        in futures, options and foreign exchange     
                              trading. He is also on the Board of Directors
                              of Tanzania Minerals Corp. and Meridex       
                              Software Corporation.                        
---------------------------------------------------------------------------
Sidney G.      Proposed       Mr. Soronow is a Barrister and Solicitor and 
Soronow        Director       a member of the Law Society of Manitoba since
Winnipeg,                     1972. Mr. Soronow's practice focuses         
Manitoba                      primarily on corporate/commercial law, real  
                              estate and administrative law. Mr. Soronow   
                              received his law degree from the University  
                              of Manitoba as the Gold Medalist. Mr. Soronow
                              is a director of Karoo and previously served 
                              as its President.                            
---------------------------------------------------------------------------
Michael Der    Proposed       Currently an associate with the Davis LLP    
Calgary,       Director       (Calgary) since 2009 and an associate with   
Alberta                       Bennett Jones LLP from 2004 to 2009. Mr. Der 
                              specializes in corporate/commercial law with 
                              an emphasis on public markets, securities    
                              law, corporate finance and mergers and       
                              acquisitions, particularly in the mining and 
                              oil and gas sectors. Mr. Der is a director of
                              United Uranium Corp. and Shane Resources Inc.
                              He is also on secondment as General Counsel  
                              and VP Corporate and Legal Affairs with Great
                              Western Minerals Group Ltd.                  
---------------------------------------------------------------------------
Lorilee        Proposed Chief Ms. Lorilee Kozuska has been the Chief       
Kozuska        Financial      Financial Officer of Shane Resources Ltd.,   
Vancouver,     Officer        Star Uranium Corporation and United Uranium  
British                       Corp. since December 18, 2007. Ms. Kozuska   
Columbia                      has been the Chief Financial Officer of      
                              Tanzania Minerals Corp., since July 27, 2010.
                              She served as Chief Financial Officer of     
                              Woulfe Mining Corp. (Formerly Oriental       
                              Minerals Inc.) from May 22, 2007 to January  
                              21, 2008. Ms. Kozuska obtained her CMA       
                              designation along with a Bachelor's degree in
                              Commerce from the University of Saskatchewan.
---------------------------------------------------------------------------
Christal       Proposed       Ms. Christal Pendleton has been the Corporate
Pendleton      Corporate      Secretary of Tanzania Minerals Corp. since   
Winnipeg,      Secretary      December, 2011. Ms. Pendleton obtained a     
Manitoba                      Bachelor's degree in Psychology from the     
                              University of Hawaii and obtained a CHRP     
                              (Certified Human Resources Practitioner)     
                              designation in 2009. She holds Certificates  
                              from BCIT in Human Resources Management and  
                              Senior Human Resources Management.           
---------------------------------------------------------------------------



Name Change and Consolidation

Upon closing of the Transaction and subject to required shareholder and
regulatory approvals, United Uranium proposes to change its name to Karoo
Exploration Corp. and consolidate the United Shares on the basis of one (1)
post-consolidation United Share ("Post-Consolidation Share") for each five (5)
pre-consolidation United Shares. As at the date hereof, there are 29,171,588
United Shares issued and outstanding. Immediately following the proposed
consolidation and prior to the completion of the Transaction and any Potential
Financings, there will be approximately 5,834,317 United Shares issued and
outstanding, subject to rounding of fractional share entitlements.

Options to be Granted by the Resulting Issuer

Any stock options of United Uranium ("United Options") which have not been
exercised prior to the completion of the Transaction shall be surrendered for
cancellation for nominal consideration and shall be null and void on the closing
of the Transaction, provided however, that for directors, officers, employees
and consultants who continue in their respective roles, the Resulting Issuer
will issue new options at the discretion of the board of directors of the
Resulting Issuer pursuant to TSXV requirements.


Sponsorship

Jennings Capital Inc., subject to completion of satisfactory due diligence, has
agreed to act as sponsor to Karoo in connection with the Transaction. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the Transaction or the likelihood of completion.


Trading Halt

Trading in the United Shares on the TSXV is halted and will remain so until the
documentation required by the Exchange has been reviewed and accepted by the
TSXV.


Forward-Looking Statements:

Certain information set forth in this news release contains forward-looking
statements or information ("forward-looking statements"), including details
about the Transaction. By their nature, forward-looking statements are subject
to numerous risks and uncertainties, some of which are beyond the Company's
control, including the impact of general economic conditions, industry
conditions, volatility of commodity prices, currency fluctuations, environmental
risks, operational risks in exploration and development, competition from other
industry participants, stock market volatility, the risks that the parties will
not proceed with the Transaction, that the ultimate terms of the Transaction
will differ from those that currently are contemplated, and the ability to
access sufficient capital from internal and external sources. Although the
Company believes that the expectations in its forward-looking statements are
reasonable, its forward-looking statements have been based on factors and
assumptions concerning future events which may prove to be inaccurate. Those
factors and assumptions are based upon currently available information. Such
statements are subject to known and unknown risks, uncertainties and other
factors that could influence actual results or events and cause actual results
or events to differ materially from those stated, anticipated or implied in the
forward-looking statements. As such, readers are cautioned not to place undue
reliance on the forward-looking statements, as no assurance can be provided as
to future results, levels of activity or achievements. The risks, uncertainties,
material assumptions and other factors that could affect actual results are
discussed in our public disclosure documents available at www.sedar.com.
Furthermore, the forward-looking statements contained in this document are made
as of the date of this document and, except as required by applicable law, the
Company does not undertake any obligation to publicly update or to revise any of
the included forward-looking statements, whether as a result of new information,
future events or otherwise. The forward-looking statements contained in this
document are expressly qualified by this cautionary statement.


Completion of the Transaction is subject to a number of conditions, including
but not limited to, TSXV acceptance and shareholder approval. The 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 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 on. Trading in the securities of United
Uranium Corp. 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 or disapproved the contents of
this press release.


All information contained in this press release with respect to the Company and
Karoo was supplied by the Company and Karoo, respectively, for inclusion herein.


This news release is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States or to or for the
account or benefit of U.S. persons (as such terms are defined in Regulation S
under the United States Securities Act of 1933, as amended (the "U.S. Securities
Act")), absent registration or an exemption from registration. The securities
offered have not been and will not be registered under the U.S. Securities Act
or any state securities laws and, therefore, may not be offered for sale in the
United States, except in transactions exempt from registration under the U.S.
Securities Act and applicable state securities laws.



FOR FURTHER INFORMATION PLEASE CONTACT: 
United Uranium Corp.
Kyle Kozuska
306-664-3828
306-244-0042 (FAX)

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