Press release from CNW Group

U3O8 Corp. Closes Non-Brokered Private Placement for Gross Proceeds of $622,625

Wednesday, November 04, 2015

U3O8 Corp. Closes Non-Brokered Private Placement for Gross Proceeds of $622,625

06:45 EST Wednesday, November 04, 2015

/NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/

TORONTO, Nov. 4, 2015 /CNW/ - U3O8 Corp. (TSX: UWE, OTCQX: UWEFF, SSE: UWECL) ("U3O8 Corp." or the "Company") announces that, further to its news release of October 19 th, 2015, regarding a non-brokered private placement for $600,000, the placement has closed for gross proceeds of $622,625 from the sale of 24,905,000 units ("Units") at $0.025 per Unit (the "Offering:"). Each Unit consists of one common share of U3O8 Corp. ("Share") and one Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Share at an exercise price of $0.035 for a period of 36 months from the closing date. The securities issued and issuable pursuant to the Offering will be subject to a statutory 4-month hold period from the date of issuance.

Dr. Keith Barron, founder, major shareholder and director of the Company, has increased his ownership of the Company to 10%, while other existing shareholders (including an affiliate of DSC Advisors, LP, and an affiliate of Extract Advisors LLC) subscribed for the remainder of the Offering.

"I would like to express the Company's gratitude to our shareholders for having provided funding to advance our key projects," said Richard Spencer, President & CEO of U3O8 Corp. "Our focus will be on advancing the Laguna Salada deposit in Argentina towards production. This investment in Argentina comes at an exciting time, with the national election on October 25 th resulting in the need for a tie-breaking second round in which the electorate will choose, on November 22 nd, between the two leading candidates. Both candidates have sound economic platforms designed to re-establish Argentina's international economic credibility: both have indicated that their governments would negotiate a settlement to the sovereign bond issue that resulted in selective default last year; and both have recognized the importance of mining to the development of the country to the extent that they would elevate mining to full ministry status with direct reporting to the president. Argentina appears to be on the cusp of a return to rapid economic growth in which clean nuclear energy will play a part. It is important to note that, even during the period of economic stress that Argentina has endured in the last couple of years, its nuclear energy generation program has accelerated; its 3rd reactor come on stream earlier this year, and contracts have been signed for the construction and financing of Argentina's 4th and 5th reactors."

The Company's priority is to advance the Laguna Salada uranium-vanadium deposit towards a feasibility study. The Preliminary Economic Assessment ("PEA") completed in September 2014 showed that the economics of the project benefit from a larger resource, and so a proportion of the funding will be directed to further exploration of discoveries already made adjacent to Laguna Salada. Work is also planned for a pilot plant designed to provide more detail on costs associated with mining and processing of uranium-vanadium – bearing gravels for incorporation into future economic studies on the project. In addition, funds would be used to maintain the Berlin project in Colombia in good standing, and for general corporate purposes.

Participation in the offering by Bambazonke Holdings Ltd. ("Bambazonke"), a company owned and controlled by Dr. Barron, constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). Such participation was approved by the directors who are independent of Dr. Barron, and was exempt from the valuation and minority approval requirements of MI 61-101, as the fair market value of the shares to be issued to the company controlled by Dr. Barron did not exceed 25% of the Company's market capitalization.

Delaware Street Capital Master Fund LP ("Delaware"), c/o #27 Hospital Road P.O. Box 10293, George Town, Grand Cayman, Cayman Islands, KY1-1003, acquired ownership of 4,800,000 Units pursuant to the Offering. Upon closing, Delaware owned 25,675,000 Shares and 11,675,000 Share purchase warrants, representing approximately 9.66% of the outstanding Shares and approximately 13.46% of the Shares on a partially-diluted basis, assuming full exercise of Delaware's convertible securities, and assuming no such conversion by any other shareholder. Delaware's warrant certificate provides for a "warrant stopper" clause which restricts Delaware Street from acquiring more than 10% of the then outstanding Shares, subject to compliance with applicable securities laws and stock exchange policies. Such securities were acquired for investment purposes and Delaware may, depending on market and other conditions, increase or decrease his beneficial ownership, control or direction over other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.

Dr. Keith Barron c/o Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda, acquired control over 9,700,000 Units of this Offering through Bambazonke. Upon closing, Dr. Barron owned or controlled 25,645,037 Shares, 10,220,001 warrants, and 1,700,000 options representing 10.01% of the outstanding Shares, and 13.87% of the outstanding Shares on a partially-diluted basis, assuming full exercise of convertible securities owned or controlled by Dr. Barron, and assuming no such conversion by any other shareholder. Such securities were acquired for investment purposes and Dr. Barron may, depending on market and other conditions, increase or decrease his beneficial ownership, control or direction over other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.

Copies of the early warning reports of Delaware and Dr. Barron may be obtained from the Company, attention Richard Spencer, President and Chief Executive Officer, at (416) 868-1491, or under the Company's profile on SEDAR at www.sedar.com.

The securities offered have not been registered under the U.S. Securities 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.