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Ucore Uranium Announces $4.94 Million Private Placement

Date:                November 21, 2006
Symbol:          UCU-TSXV
Ucore Uranium Inc. (the “Company”) is pleased to announce that the Company has entered into an agreement with a syndicate of agents, co-led by Pacific International Securities Inc. and Canaccord Adams, and including Jones, Gable & Company Limited (the “Agents”), to raise up to $4,940,000 by way of a commercially reasonable efforts private placement (the “Offering”). Up to 4,000,000 units will be offered at a price of $0.76 per unit (the “Units”) and up to 2,000,000 flow-through shares will be offered at a price of $0.95 per flow-through share (the “FT Shares”). Each Unit consists of one common share and one half of one common share purchase warrant (each whole warrant a “Warrant”). Each whole Warrant is exercisable into one non-flow through common share at a price of $1.00 per share for a period of eighteen months from the date of issuance. In addition, the Company has granted the Agents an over-allotment option exercisable at any time prior to the closing of the Offering to increase the size of the Offering by up to 1,000,000 additional Units and up to 500,000 additional FT Shares.
 
The Agents will receive a commission of 7.0% of the gross proceeds of the Offering payable in cash or, in whole or in part, in Units at the election of the Agents. The Agents will also be granted compensation options (the “Compensation Options”) equal in number to 8.0% of the aggregate number of Units and FT Shares sold under the Offering. Each Compensation Option will entitle the Agents to purchase one common share, at an exercise price equal to $1.00 per common share for a period of eighteen months from the date of issuance. The Offering is subject to all required exchange and regulatory approvals.
 
The gross proceeds raised will be used for exploration expenditures on the Company’s projects in Newfoundland, Labrador and Nunavut, to evaluate and potentially acquire additional quality uranium properties, and for general working capital. The flow-through funds will be specifically used for exploration expenditures (as defined in the Income Tax Act (Canada)) and will be renounced for the 2006 taxation year.
 
For further information, please contact Mr. Daniel Whittaker, President and Chief Executive Officer of Ucore Uranium Inc. at:
Telephone: (902) 482-5214
Fax: (902) 492-0197
 
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Corporation expects, are forward looking statements. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include exploitation and exploration successes, continued availability of financing, and general economic, market or business conditions.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.