Underground Energy Corporation Announces Grant of Stock Options; Updates Nevada Acreage

SANTA BARBARA, CA, Feb. 13, 2012 /CNW/ - Underground Energy Corporation ("Underground" or the "Corporation")(TSXV: UGE), an oil and gas exploration and development company with assets in the Western United States, today announced that it has granted a total of 1.55 million stock options to new and existing members of management. 1.55 million common shares of the Corporation have been reserved for these options.  Each stock option entitles the holder thereof to acquire one common share of the Corporation at an exercise price of US$0.284 per share. The stock options vest one-third (1/3) on the grant date, one-third (1/3) on the first anniversary thereof, and one-third (1/3) on the second anniversary thereof, and expire 10 years from the date of grant, all in accordance with the Corporation's option plan.

Certain officers of Underground Energy Corporation recently exercised 500,000 warrants acquired in financings in 2009, well ahead of the expiry date, through which US$375,000 was received by the Company.  After giving effect to the exchange ratio from the August 2011 merger with Shenul Capital Inc. of 3.46:1, these warrants resulted in the issuance of 1,730,000 shares of the Corporation.  With these transactions, the Company now has 203,882,379 common shares issued and 16,999,950 options outstanding.  Together with the remaining 116,710,663 warrants, this results in fully diluted common stock for the Corporation of 337,592,992.

As part of its ongoing process to further assess and prioritize its assets, Underground has elected not to proceed with one of its Nevada projects and, consequently, the Corporation's Nevada acreage has declined by approximately 11,550 net acres.  This change has reduced the land under lease in Nevada to 31,286 net acres.

About Underground Energy Corp.

Underground Energy is focused on identifying, acquiring rights to, exploring for, developing and producing oil reserves from shale formations in North America using the latest exploration and recovery techniques and technologies. Underground focuses on identifying and acquiring sizable land positions and prospects in historically prolific but under-explored shale formations as well as in emerging shale plays that, in both instances, hold large volumes of prospective resources. Underground currently holds hydrocarbon rights on approximately 71,015 net acres of highly prospective lands in California and Nevada with an initial focus on the Monterey shale in California. Underground is listed on the TSX Venture Exchange under the ticker symbol "UGE". For more information on Underground, including a copy of the Company's latest corporate presentation, please visit www.ugenergy.com. Underground's regulatory filings are available under the Company's profile at www.sedar.com.

Cautionary Statements

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Peter Ballachey
Chief Financial Officer
Underground Energy Corporation
Tel: [phone] x 17

Simon Clarke
Vice President, Corporate Development
Underground Energy Corporation
Tel: [phone]