Monster Copper Corporation is pleased to announce that it has entered into a binding letter agreement with Mega Uranium Ltd. whereby Mega will acquire all of the outstanding securities of Monster in exchange for common shares and common share purchase warrants of Mega (the “Transaction”). Monster is a publicly-listed uranium exploration company with prospective uranium exploration projects in the Central Mineral Belt of Labrador, Canada. In addition, it has properties with potential for Iron Oxide Copper Gold (IOCG) and laterite nickel deposits in the Carajas Region of Brazil.
Highlights of the Transaction
The Transaction will be effected by way of a three-cornered amalgamation, whereby Monster will amalgamate with a wholly-owned subsidiary of Mega and the resulting corporation will be a wholly-owned subsidiary and will continue to carry on Monster’s business.
Under the terms of the Transaction, shareholders of Monster will receive one common share of Mega and one-half of one common share purchase warrant of Mega in exchange for each six (6) Monster common shares which they hold immediately prior to the effective date of the amalgamation. Each whole Mega common share purchase warrant (a “Mega Warrant”) will entitle the holder to acquire one Mega common share for a purchase price of $7.00 per share for a period of 5 years from the date of issuance.
Monster Copper’s President, Michael Downes, commented “Shareholders of Monster Copper maintain significant leverage to the exploration upside of its projects while at the same time getting exposure to Mega’s worldwide portfolio of advanced uranium projects. This acquisition is Mega’s first initiative in the very prospective Central Mineral Belt in Labrador”.
Based on the closing price of Mega’s common shares on the TSX on March 7, 2007, the consideration for each Monster common share is equal to $1.02 plus the value of one half of one Mega Warrant. Based on Monster’s last trading price on March 6, 2007, prior to its shares being halted, the Mega offer represents a 32.5% premium, not including the value of one half of one Mega Warrant.
The board of directors of Monster has received an opinion from its financial advisor, Westwind Partners Inc., that the consideration offered by Mega is fair from a financial point of view to the shareholders of Monster, subject to no material changes occurring prior to the closing of the Transaction.
Completion of the Transaction is subject to satisfaction of a number of conditions, including, but not limited to, completion of due diligence and the receipt of all required approvals, including approval of the Toronto Stock Exchange, the TSX Venture Exchange, and of the shareholders of Monster. There can be no assurance that the Transaction will be completed as proposed or at all. It is intended that a meeting of the shareholders of Monster will be held as soon as possible to approve the transaction and it is anticipated that this meeting will be held by during the second calendar quarter of 2007. Under certain circumstances, a termination fee will be payable if the Transaction is not completed.
Mega intends to continue the operations of Monster, including the employment of Monster’s management team and geological team.
As at March 7, 2007, approximately 47,419,044 common shares of Monster were outstanding on a fully-diluted basis. Upon completion of the Transaction, assuming the exercise in full of all Monster options and warrants, Mega will issue approximately 7,903,174 common shares and 3,951,587 warrants the Monster shareholders. An aggregate of 143,241,670 Mega common shares are issued and outstanding as at the date of this news release.
About Monster Copper Corporation
Monster Copper (www.monstercopper.com) is dedicated to the discovery of world-class iron-oxide-copper-gold (“IOCG”) uranium-copper-gold deposits with an experienced IOCG exploration team. In addition to the Labrador uranium work, Monster Copper is also exploring for IOCG style copper-gold deposits as well as laterite nickel in the Carajas Mineral Province of northern Brazil by partnering with Xstrata Copper.
About Mega Uranium
Mega Uranium Ltd. is a Toronto-based mineral resources company with a focus on uranium properties in Australia, Argentina, Mongolia, Bolivia and Canada. 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 the Ben Lomond, Maureen and Lake Maitland properties, are subject to state policies which presently prohibit the mining of uranium in Australia.
This news release contains forward-looking statements regarding the proposed acquisition of Monster by Mega and Mega’s future plans for the operations. Actual results and developments may differ materially from those contemplated by these statements depending on, among others, the risks that Mega and Monster will not be able to obtain the required shareholder and regulatory approvals on a timely basis, or at all, and the risk that other conditions of closing the transaction are not satisfied. The forward-looking statements included in this release represent Mega’s and Monster’s views as of the date of this release. While Mega and Monster anticipate that subsequent events and developments may cause their views to change, Mega and Monster specifically disclaim any obligation to update these forward-looking statements, except as required by law. Investors are cautioned not to place undue reliance on these forward-looking statements.
MONSTER COPPER CORPORATION
Michael J. Downes, President, C.E.O. and Director
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Monster Copper Corporation
(905) 780-8790 (FAX)
Source: Monster Copper Corporation