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Published on 9/20/2012 in the Prospect News PIPE Daily.

Underground Energy plans $6 million private placement of convertibles

Non-brokered deal sells notes to strengthen working capital position

By Devika Patel

Knoxville, Tenn., Sept. 20 - Underground Energy Corp. said it has negotiated a $6 million non-brokered private placement of secured convertible debentures.

The convertible debentures mature in 18 months and accrue interest at 15%. The debenture may be converted into common shares at $0.10 per share, which is a 42.86% premium to the Sept. 19 closing share price of $0.07.

Investors will also receive five warrants for each $1.00 invested. The warrants are each exercisable at $0.10 until the debentures have been repaid. The strike price is also a 42.86% premium to the Sept. 19 closing share price.

Settlement of the first tranche is expected Sept. 28, with a final closing slated for Oct. 12.

Proceeds will be used to commission a salt water disposal well at Zaca and to optimize the Chamberlin 3-2 and Chamberlin 2-2 wells. In addition, proceeds will be used to strengthen the company's working capital position and for general corporate purposes.

Underground Energy is a Santa Barbara, Calif., oil and gas exploration and production company.

Issuer:Underground Energy Corp.
Issue:Secured convertible debentures
Amount:$6 million
Maturity:18 months
Coupon:15%
Conversion price:$0.10
Warrants:Five warrants for every $1.00 invested
Warrant strike price:$0.10
Agent:Non-brokered
Pricing date:Sept. 20
Settlement dates:Sept. 28, Oct. 12
Stock symbol:OTCBB: UGGYF
Stock price:$0.07 at close Sept. 19
Market capitalization:$14.55 million

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