UPC Uranium Power Cda Com Npv

Titan Uranium Inc. ("Titan") (TSX VENTURE:TUE) and Uranium Power Corp. ("UPC")
(TSX VENTURE:UPC) today announced they have entered into a definitive agreement
(the "Definitive Agreement") pursuant to which Titan will acquire by way of a
plan of arrangement all of the outstanding securities of UPC (the
"Transaction"). Upon completion of the Transaction, existing Titan and UPC
shareholders will each own 50% of the issued and outstanding shares of Titan,
which will then own 100% of UPC.


The Transaction is expected to result in a number of benefits arising from a
combined asset portfolio, including the following:


- Added scale and market presence in the uranium sector

- Potential near-term production profile

- A diversified uranium exploration portfolio in the US and Canada and a roster
of projects in various stages of development


- Combined management experience

- Greater financial strength

The purchase price payable by Titan for each UPC common share is anticipated to
be 0.5378 common shares of Titan, subject to adjustment to ensure that upon
completion of the transaction each shareholder group will own 50% of the issued
and outstanding shares of Titan. Based on the closing prices of Titan's and
UPC's common shares on the TSX Venture Exchange (the "TSX-V") on May 7, 2009,
this offer represents a premium of 3.4% to the UPC shareholders on May 7, 2009
and 13.4% to the UPC shareholders, based on the 10-day volume weighted average
trading price of both companies' shares on the TSX-V.


"This strategic acquisition creates a stronger company with diversified assets
in various stages of exploration and development and a larger treasury," stated
Brian Reilly, President of Titan. "Our objective is to enhance shareholder value
and we believe the combined entity is greater than the sum of its parts to the
benefit of both Titan and UPC shareholders. We plan to build on the synergies
and opportunities presented by the transaction. Titan is well-positioned for
future growth in a uranium sector with very solid market fundamentals."


Chris Healey, President of UPC added, "We at UPC are excited at this opportunity
to expand our exposure in the uranium business with the highly prospective
Athabasca and Thelon projects in Titan's portfolio. An additional attraction is
that these projects are well funded by major industry players."


Overview of Titan and UPC and their Assets

Titan Uranium Inc.

Titan is driven by advancing exploration projects to discovery in the proven
Athabasca and prospective Thelon basins located in Saskatchewan and Nunavut,
respectively. Titan has gained market recognition for its ability to attract
strategic partners to participate in exploration on its properties by virtue of
its 1.6 million acre land position and its technical expertise. The option
agreement participants of Titan include: Japan Oil, Gas and Metals National
Corporation (JOGMEC), Vale Exploration Canada Inc. (VEC), and Mega Uranium Ltd.
These optionees will contribute $4.7 million in exploration programs managed by
Titan in 2009.


Uranium Power Corp.

UPC has focused on exploring and developing uranium properties in the western
USA. Its major asset is a 50% interest in the Sheep Mountain uranium mine in the
Crooks Gap Mining District of Fremont County, Wyoming, in a joint venture with
Uranium One Inc. The Sheep Mountain mine has an NI 43-101 compliant Inferred
Resource of 4,560,000 tons at an average grade of 0.17% eU3O8, (15.6 million
pounds contained U3O8). The technical report on the Sheep Mountain uranium
project was prepared for UPC by Scott Wilson Roscoe Postle Associates Inc. and
authored by C. Stewart Wallis, P. Geo. dated October 10, 2006. Additional
information including the estimation method and cut-off grade may be found in
the report which was filed on SEDAR on October 12, 2006. UPC also has
significant interests in uranium exploration projects in Utah, Wyoming, Arizona
and Saskatchewan. The UPC management team brings extensive uranium exploration
and production experience, including both conventional and in-situ recovery
mining, to the company.


J. Allan McNutt, P. Geo., M.A.Sc., is Titan's Qualified Person (as defined by
National Instrument 43-101) for uranium projects and is responsible for the
technical information contained in this release. 


Transaction Details

The Transaction has been structured as a plan of arrangement under the Business
Corporations Act (British Columbia) and was unanimously approved by the board of
directors of both companies. Shareholders of Titan, representing 26% of Titan's
issued and outstanding shares, and of UPC, representing 7% of UPC's issued and
outstanding shares, have entered into voting support agreements pursuant to
which they have agreed to support, and vote in favour of, the Transaction. 


The Transaction is subject to satisfaction of a number of closing conditions,
including the receipt of required regulatory approvals (including of the TSX-V),
court approvals, and the approval of shareholders of UPC holding at least
two-thirds of the common shares of UPC represented at a special meeting of
shareholders of UPC to be called to consider the Transaction. The Definitive
Agreement contains a reciprocal break fee in the amount of $100,000, which is
payable in certain circumstances if the Transaction is not completed. The
Definitive Agreement also provides that UPC will call and hold a special
shareholder meeting no later than July 24, 2009, or such other date as may be
agreed to by the parties, for the purposes of considering the Transaction. If
all necessary approvals are obtained and the conditions contained in the
Definitive Agreement are satisfied, Titan and UPC expect that the Transaction
will close on or about July 31, 2009. 


After closing of the Transaction, Titan is expected to have approximately 106
million common shares issued and outstanding, with current Titan shareholders
owning 50% and current UPC shareholders owning 50%. 


Management

Upon completion of the Transaction, the executive management team of the
combined entity will consist of: Brian Reilly (President and CEO), Chris Healey
(COO) and Kelly McShane (CFO). 


It is anticipated that the board of directors of the combined entity will
include one nominee of each of Titan and UPC, and one director nominated by Mega
Uranium Inc, which is a significant shareholder. The remaining two nominees
shall qualify as independent directors of the combined entity under securities
laws.


Financial Advisors

Titan's financial advisor is Deloitte & Touche LLP ("Deloitte"). UPC's financial
advisor is Canaccord Adams ("Canaccord"). Canaccord has rendered an opinion,
dated May 8, 2009, that as of the date of the opinion and subject to the
qualifications and limitations set forth therein, the consideration offered
pursuant to the Transaction is fair, from a financial point of view, to the UPC
shareholders. Deloitte has rendered an opinion, dated May 8, 2009, that as of
the date of the opinion and subject to the qualifications and limitations set
forth therein, the consideration offered pursuant to the Transaction is fair,
from a financial point of view, to the Titan shareholders.


The opinions of Canaccord and Deloitte have been accepted by each of the
respective Boards in determining that the purchase price payable to UPC
shareholders is fair and in the best interest of the shareholders of each of
Titan and UPC.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this news release, including any information
relating to the proposed Transaction between Titan and UPC, the expected
timetable for completing the Transaction, benefits and synergies of the
Transaction, future opportunities for the combined company and any other states
regarding Titan and UPC's future expectations, beliefs, goals or prospects
constitute forward-looking information within the meaning of applicable
securities legislation (collectively, "forward-looking statements"). All
statements in this news release that are not statements of historical fact
(including statements containing the words "expects", "does not expect",
"plans", "anticipates", "does not anticipate", "believes", "intends",
"estimates", "estimates", "projects", "potential", "scheduled", "forecast",
"budget" and similar expressions) should be considered forward-looking
statements. All such forward-looking statements are subject to important risk
factors and uncertainties, many of which are beyond Titan and UPC's ability to
control or predict. A number of important factors could cause actual results or
events to differ materially from those indicated or implied by such
forward-looking statements, including without limitation: the parties' ability
to consummate the Transaction; the conditions to the completion of the
Transaction, including the receipt of shareholder approval, court approval or
the regulatory approvals required for the Transaction may not be obtained on the
terms expected or on the anticipated schedule; the parties' ability to meet
expectations regarding the timing, completion and accounting and tax treatments
of the Transaction; the volatility of the international marketplace; and any
other factors described in Titan's and UPC's most recent annual and quarterly
financial reports.


The statements in this news release concerning anticipated dates for the holding
of the UPC shareholders' meeting and the anticipated closing date for the
Transaction are based on certain assumptions of Titan and UPC, including
assumptions as to the time required to prepare meeting materials for mailing,
the timing of receipt of the necessary regulatory and court approvals and the
time necessary to satisfy the conditions set out in the Definitive Agreement.
The statements in this news release relating to the benefits and synergies of
the Transaction, future opportunities for the combined company and any other
statements regarding Titan and UPC's future expectations, beliefs, goals or
prospects are also based on assumptions, including assumptions as to: the time,
effort and cost required to integrate the businesses; the ability to
successfully operate the combined business with lesser expenses than those
currently expended by the two companies together; the Transaction not disrupting
business in any material respect; and there being no sustained material
deterioration in the business and economic conditions in the marketplace that
would impact the combined company.


Titan and UPC assume no obligation to update the information in this
communication, except as otherwise required by law. Additional information
identifying risks and uncertainties is contained in Titan's and UPC's respective
filings with the various provincial securities commissions which are available
online at www.sedar.com. Forward-looking statements are provided for the purpose
of providing information about the current expectations, beliefs and plans of
the management of each of Titan and UPC relating to the future. Readers are
cautioned that such statements may not be appropriate for other purposes.
Readers are also cautioned not to place undue reliance on these forward-looking
statements, that speak only as of the date hereof.


This news release and the information contained herein does not constitute an
offer of securities for sale in the United Sates and securities may not be
offered or sold in the United States absent registration or exemption from
registration.

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