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New financing !     23-Feb-09 04:56 pm    
Powertech Closes Second Strategic Investment by Synatom
Thursday February 12, 8:30 am ET


VANCOUVER, BRITISH COLUMBIA and BRUSSELS, BELGIUM--(MARKET WIRE)--Feb 12, 2009 -- POWERTECH URANIUM CORP. ("Powertech" or the "Company") (Toronto:PWE.TO - News)(Frankfurt:P8A.F - News) and SOCIETE BELGE DE COMBUSTIBLES NUCLEAIRES SYNATOM SA ("Synatom") are pleased to announce that they have closed the private placement transaction (the "Private Placement") disclosed in the Company's news release of December 22, 2008 and approved by a majority of the Company's disinterested shareholders at a special meeting held on February 5, 2009.
Publicit�

Pursuant to the terms of the Private Placement, the Company has issued a secured convertible debenture (the "Debenture") to Synatom in the principal amount of Cdn.$9 million. Concurrent with the closing of the Private Placement, the Cdn.$2.5 million bridge loan made by Synatom to the Company on December 19, 2008, as disclosed in the Company's news release dated December 22, 2008 (the "Bridge Loan"), was repaid. The Company intends to use the net proceeds for working capital and to advance its mineral properties towards production.

Terms of the Convertible Debenture:

The Debenture bears interest at the rate of 7% per annum, compounded annually and will mature on February 11, 2012. The principal of the Debenture and accrued interest thereon is convertible into the Company's common shares (the "Common Shares") at a fixed conversion price of $0.50 per Common Share (the "Conversion Price"). The Debenture may be converted:

(a) by the Company in the event that the Company has obtained all of the permits required to construct and operate either the Centennial or the Dewey-Burdock project; or

(b) by Synatom at any time, provided that each conversion shall be a minimum of $100,000 of the principal amount of the Debenture, until (i) repayment in full by the Company of any outstanding principal and interest outstanding on the Debenture, or (ii) conversion upon the request of the Company pursuant to (a) above.

Repayment of the Debenture will be secured by all of the security granted by the Company and its subsidiaries in connection with the Bridge Loan.

Anti Dilution and Governance Rights:

The Conversion Price and the number of Common Shares issuable upon conversion of the Debenture are subject to customary anti-dilution adjustments in the event of a subdivision, consolidation or reclassification of the common shares or the issuance of Common Shares to shareholders as a stock dividend.

The Company has also agreed not to take certain corporate actions without the consent of Synatom until the earlier of: (i) the conversion of the entire Debenture into Common Shares in accordance with the terms and conditions of the Debenture; and (ii) the Maturity Date. These negative covenants are in addition to, and not in substitution of, the negative covenants of the Company agreed to in connection with the private placement in June, 2008.

Effect of the Private Placement on Synatom's Interest in the Company

As of the completion of the Private Placement, Synatom holds 10,890,000 Common Shares (representing a 19.6% interest in the Company, calculated on a non-diluted basis), warrants to acquire a further 12,000,000 Common Shares (exercisable at Cdn.$2.00 per Common Share) and the Debenture, which, in the aggregate, represent an approximately 47.9% interest in Company, calculated on a fully-diluted basis (not including any Common Shares that may be issued for repayment of accrued interest on the Debenture).

The Debenture was acquired by Synatom as a strategic investment and for investment purposes. Synatom may increase or decrease its investment from time to time, depending on market conditions or any other relevant factors.

About Societe Belge de Combustibles Nucleaires Synatom SA


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New financing !
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