Dr. Richard Spencer reports

U3O8 CORP. ANNOUNCES CLOSING OF UP-SIZED NON-BROKERED PRIVATE PLACEMENT, SECURITIES FOR DEBT TRANSACTION AND AMENDMENTS TO WARRANT TERMS

Further to its news release dated Oct. 1, 2018, U3O8 Corp. has completed its previously announced non-brokered private 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 at a price of 25 cents per unit for total gross proceeds of $573,500.

Each unit consists of one common share in the capital stock of U3O8 and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of 40 cents per common share until the date which is 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-per-cent 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. The broker warrants will be exercisable into common shares of the company at 40 cents and will be valid for a period of 24 months from the date of closing of the offering.

All securities issued and issuable pursuant to the offering are subject to a four-month-and-one-day statutory hold period.

Closing of the offering is subject to the receipt of all regulatory approvals, including the Toronto Stock Exchange.

Securities-for-debt transaction

The company has agreed to settle outstanding cash debts in the amount of $51,500 to certain service providers and former employees through the issuance of an aggregate of 206,000 units at a price of 25 cents 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 29 cents per common share.

The issuance of the debt securities is subject to the receipt of all applicable 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.

Related party transactions

Dr. Richard Spencer (chief executive officer of the company) and John Ross (chief executive officer of the company) participated in the offering and their participation constitutes a related party transaction within the meaning of Multilateral Instrument 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 required 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 requirements of MI 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders exceeds 25 per cent of the company's market capitalization.

Warrant extension and amendment

The company and holders of 759,250 common share purchase warrants issued pursuant to a previous private placement have agreed to extend the expiry date and amend the exercise price of the original warrants. The original warrants will expire 12 months from the original expiry date and be exercisable into a common share of the company at 50 cents per share, as depicted in the attached table.

Issue              Issued        Original         Amended     Amended       Effective    Original number
date             exercise          expiry          expiry    exercise            date        of warrants 
                    price            date            date       price                             issued

Nov. 3, 2015        $0.70    Nov. 3, 2018    Nov. 3, 2019       $0.50    Nov. 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 Nov. 3, 2018.

About U3O8 Corp.

U3O8 is focused on exploration and development of deposits of uranium and battery commodities in South America. Battery commodities that occur with 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 preliminary economic assessment shows that this near-surface, free-digging uranium-vanadium deposit has low production-cost potential.
• Berlin deposit, Colombia: A preliminary economic assessment shows that Berlin also has low-cost uranium production potential due to revenue that would be generated from byproducts of phosphate, vanadium, nickel, rare earths (yttrium and neodymium) and other metals that occur within the deposit.

We seek Safe Harbor.