Denison Mines Corp. and Fission Energy Corp. Execute Definitive Arrangement Agreement
March 07 2013 - 5:52PM
Marketwired
Denison Mines Corp. (TSX:DML)(NYSE MKT:DNN)(NYSE Amex:DNN)
("Denison") is pleased to announce that Denison and Fission Energy
Corp. ("Fission") have entered into a definitive arrangement
agreement (the "Agreement") which replaces the binding letter
agreement previously announced, pursuant to which Denison has
agreed to acquire all of the issued and outstanding shares of
Fission with Fission spinning out certain assets into a
newly-formed publicly traded company, Fission Uranium Corp.
("Spinco"), by way of a court-approved plan of Arrangement (the
"Arrangement").
Pursuant to the Agreement, Denison will acquire a portfolio of
uranium exploration projects including Fission's 60% interest in
the Waterbury Lake uranium project, as well as Fission's
exploration interests in all other properties in the eastern part
of the Athabasca Basin, Quebec, and Nunavut, plus its interests in
two joint ventures in Namibia. The Spinco assets will consist of
the remaining assets of Fission including the 50% interest in the
Patterson Lake South property located in the western Athabasca
Basin.
The Arrangement will be carried out by way of a court-approved
plan of arrangement pursuant to the Canada Business Corporations
Act and must be approved by the Superior Court of British Columbia
and the affirmative vote of Fission securityholders at a special
meeting that is expected to be held on April 23, 2013.
Pursuant to the Agreement, the consideration to be received by
the shareholders of Fission consists of 0.355 of a common share of
Denison (each, a "Denison Share"), a nominal cash payment of
$0.0001 and 1 (one) common share of Spinco (a "Spinco Share") for
each common share of Fission held.
Upon completion of the Arrangement, the holders of Fission
options will receive options to acquire Denison Shares and options
to acquire Spinco Shares. The holders of Fission warrants are
entitled to receive, upon exercise of their warrants, the number of
Denison Shares and Spinco Shares which the warrantholders would
have been entitled to receive as a result of the Arrangement, if
immediately prior to the effective date the warrantholders had
exercised their warrants.
Pursuant to the terms of the Agreement, the Arrangement is
subject to applicable regulatory approvals and the satisfaction of
certain closing conditions customary for transactions of this
nature. The Agreement also provides for, among other things,
customary board support and non-solicitation covenants from
Fission. The Agreement also provides for a payment of a break fee
of CAD$3.5 million to Denison and to Fission in certain specified
circumstances.
The Arrangement is expected to be completed in April 2013,
subject to certain customary conditions, including receipt of all
necessary court, regulatory and Fission securityholder
approvals.
Copies of the Agreement and certain related documents and
agreements are available through Denison's filings with the
securities regulatory authorities in Canada at www.sedar.com and
the United States at www.sec.gov/edgar.shtml.
About Denison
Denison Mines Corp. is a uranium exploration and development
company with interests in exploration and development projects in
Canada, Zambia and Mongolia. Including the world class Phoenix
deposits, located on its 60% owned Wheeler River project, Denison's
exploration project portfolio includes 32 projects and totals over
530,000 hectares in the Eastern Athabasca Basin region of
Saskatchewan. Denison's interests in Saskatchewan also include a
22.5% ownership interest in the McClean Lake Joint Venture, which
includes several uranium deposits and the McClean Lake uranium
mill, one of the world's largest uranium processing facilities, and
a 25.17% interest in the Midwest deposit, which is located 15
kilometres from the McClean Lake mill. Internationally, Denison
owns 100% of the conventional heap leach Mutanga project, in
Zambia, and an 85% interest in the in-situ recovery projects held
by the Gurvan Saihan Joint Venture, in Mongolia.
Denison is engaged in mine decommissioning and environmental
services through its Denison Environmental Services (DES) division
and is the manager of Uranium Participation Corporation (TSX:U), a
publicly traded company which invests in uranium oxide in
concentrates and uranium hexafluoride.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release, including
any information relating to the Arrangement Agreement and
completion of the Transaction between Denison and Fission and any
other statements regarding Denison'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", "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 Denison'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, 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 other risk factors under the heading "Risk
Factors" in Denison's Management Discussion and Analysis for the
year ended December 31, 2012, available at
http://www.sedar.com.
Denison assumes no obligation to update the information in this
communication, except as otherwise required by law. Additional
information identifying risks and uncertainties is contained in
Denison'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 Denison 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 do not
constitute an offer of securities for sale in the United Sates. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from such registration requirements.
Contacts: Denison Mines Corp. Ron Hochstein President and Chief
Executive Officer (416) 979-1991 ext: 232 (416) 979-5893 (FAX)
Denison Mines Corp. Sophia Shane Investor Relations (604) 689-7842
www.denisonmines.com
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