U3O8 Corp. Announces Closing of Up-sized Non-Brokered Private Placement, Securities for Debt Transaction and Amendments to Warrant Terms
36 Toronto Street T: 416-868-1491
Suite 1050 www.u3o8corp.com
Toronto, ON M5C 2C5 TSX: UWE
Canada OCTQB: UWEFF
Press release
U3O8 Corp. Announces Closing of Up-sized Non-Brokered Private Placement,
Securities for Debt Transaction and Amendments to Warrant Terms
Toronto, Ontario, October 22, 2018 – U3O8 Corp. ( TSX: UWE), (OTCQB: UWEFF) (“U3O8 Corp.” or
the “Company”) is pleased to announce that further to it s news release dated October 1, 2018, it has
completed its previously announced non-brokered priv ate placement. Due to increased investor demand,
the Company increased the size of the private placement to $573,500 from $400,000. The Company
issued 2,294,000 units (“Units”) at a price of $0.25 per Unit, for total gross proceeds of $573,500 (the
“Offering”).
Each Unit consists of one (1) common share in the capital stock of U3O8 Corp. (“ Common Share”) and
one (1) common share purchase warrant (“ Warrant”). Each Warrant entitles the holder to purchase one
Common Share at a price of $0.40 per Common Share un til the date which is thirty-six (36) months
following the closing date of the Offering, whereupon the Warrants will expire.
Proceeds of the Offering will be used for 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.
In connection with the Offering, the Company paid to certain eligible finders compensation consisting of
cash commissions of $7,000 and 28,000 compensation warrants (“ Broker Warrants ”). The Broker
Warrants will be exercisable into Common Shares of the Company at $0.40 and will be valid for a period
of twenty-four (24) months from the date of closing of the Offering.
All securities issued and issuable pursuant to the Offering are subj ect to a four month and one day
statutory hold period.
Closing of the Offering is subject to the receipt of all regulatory approvals, in cluding the Toronto Stock
Exchange.
Securities for Debt Transaction
The Company has agreed to settle outstanding cash debt s in the amount of $51,500 to certain service
providers and former employees (the “Creditors”) through the issuance of an aggregate of 206,000 Units
at a price of $0.25 per Unit.
Additionally, the Company has agreed to settle $88, 268 with the Creditors through the issuance of
304,371 common shares at a price of $0.29 per common share (the “ Debt Shares ”) (together, the
issuance of the Units and Debt Shares to Creditors, the “Debt Securities”).
The issuance of the Debt Securities is subject to the receipt of all applic able regulatory approvals,
including the Toronto Stock Exchange. The Company is choosing to settle the outstanding indebtedness
through the issuance of the Debt Securities as the Company will require cash for working capital and
continuing operations.
The Debt Securities and securities issuable thereunder are subject to a four month and one day statutory
hold period.
2
Related Party Transactions
Dr. Richard Spencer (CEO of the Company) and Mr. John Ross (CFO of the Company) participated in the
Offering (the “Insider Participation”) and their participation constitutes a related party transaction within
the meaning of Multilateral Instrument 61-101 (“MI 61-101”).
Dr. Spencer acquired 140,000 Units for proceeds of $35,000 and Mr. Ross acquired 140,000 Units for
proceeds of $35,000.
In the absence of exemptions, the Company is requir ed to obtain a formal valuation for, and minority
shareholder approval of, the related party transaction . The related party transaction is exempt from the
formal valuation and minority shareholder approval requi rements of MI 61-101 as neither the fair market
value of securities being issued to insiders nor t he consideration being paid by insiders exceeds 25% of
the Company's market capitalization.
U.S. Registration
The securities offered pursuant to the Offering and the issuance of the Debt Shares have not been
registered under the U.S. Securiti es Act of 1933, as amended (the “ U.S. Securities Act ”), or applicable
state securities laws, and may not be offered or sold to persons in the United States absent registration or
an exemption from such registration requirements. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Warrant Extension and Amendment
The Company and holders of 759,250 common share purchase warrants (“ Original Warrants”) issued
pursusant to a previous private placement have agreed to extend the expiry date and amend the exercise
price of the Original Warr ants.The Original Warrants will expire twel ve months from the original expiry
date and be exercisable into a common share of the Company at $0.50, as depicted in the table below:
Issue Date
Issued
Exercise
Price
Original
Expiry
Date
Amended
Expiry
Date
Amended
Exercise
Price
Effective Date Original # of
Warrants
Issued
November 3,
2015
$0.70 November
3, 2018
November
3, 2019
$0.50 November 3,
2018
759,250
None of the Original Warrants are held by insiders of the Company.
The Toronto Stock Exchange has provided conditional approval for the extension of the expiry date and
amended exercise price with an effective date for the amendments of November 3, 2018.
3
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 wi th 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:
Laguna Salada Deposit, Argentina – a PEA shows that this near surface, free-digging uranium-
vanadium deposit has low production-cost potential; and
Berlin Deposit, Colombia – a PEA shows that Berlin also has low-cost uranium production
potential due to revenue that would be generat ed from by-products of phosphate, vanadium,
nickel, rare earths (yttrium and neodymium) and other metals that occur within the deposit.
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 [email protected] or phone (416) 868-1491 or Richard Spencer, President & CEO,
U3O8 Corp., Tel: (647) 292-0225 [email protected]
Forward-Looking Statements
This news release includes certain “forward looking statements” related with t he 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, plan s, expectations or intensions for the future, and include,
but not limited to, statements with resp ect to: (a) the low-cost and near-term development of Laguna Salada, (b) the
Laguna Salada and Berlin PEAs, (c) the potential of the Kurupu ng 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 ri sks and uncertainties that may
cause actual results, performance or dev elopments 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 establis h appropriate joint venture partnerships, (4) litigation,
regulatory, and legislative developments, dependence on regulatory approvals, and changes in environmental
compliance requirements, community supp ort and the political and economic clim ate, (5) the inherent uncertainties
and speculative nature associated with ex ploration results, resource estimate s, potential resource growth, future
metallurgical test results, changes in project paramet ers 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 Fact ors” in our Annual Information Form available on SEDAR at www.sedar.com.
Readers are cautioned that the assumptions used in the preparation of such inform ation, 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 obli gation 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.”