Denison Mines Corp. Announces Letter of Intent for Acquisition of International Enexco Limited
March 19 2014 - 6:10PM
Marketwired
Denison Mines Corp. Announces Letter of Intent for Acquisition of
International Enexco Limited
TORONTO, ONTARIO--(Marketwired - Mar 19, 2014) - Denison Mines
Corp. ("Denison" or the "Company") (TSX:DML)(NYSEMKT:DNN) is
pleased to announce the signing of a non-binding letter of intent
(the "Letter of Intent") with International Enexco Limited ("IEC"),
pursuant to which Denison will acquire all of the issued and
outstanding common shares of IEC (the "IEC Shares") by way of a
plan of arrangement (the "Transaction"). Under the terms of the
Transaction, IEC shareholders will exchange each share of IEC for
0.26 of a Denison common share (a "Denison Share") and a share or a
portion of a share (each a "Spinco Share") in Enexco International
Inc. and/or such other subsidiary holding directly or indirectly
100% of IEC's Contact Copper Project and any other US mineral
properties owned by IEC. Upon completion of the transaction, it is
anticipated that IEC shareholders other than Denison will own
approximately 2.1% of Denison.
IEC's principal uranium assets include a 30% interest in the Mann
Lake exploration project, and a 20% interest in the Bachman Lake
Joint Venture. The Mann Lake exploration project is located 25 km
southwest of the McArthur River mine and is on trend between Cameco
Corp.'s Read Lake project and Denison's 60% owned Wheeler River
project in Saskatchewan's Eastern Athabasca Basin. The Mann Lake
project is a joint venture between Cameco Corp. (52.5%) as
operator, IEC (30%) and AREVA Resources Canada (17.5%). In January,
an 11,000 metre diamond drill program commenced at Mann Lake with
an approximate cost of Cdn$2.9 million. Cameco Corp. is the
operator. IEC has reported that the highlight of the program to
date is the intersection of 2.31% eU3O8 over 5.1 metres in drill
hole MN-060, which included a 0.4 metre interval averaging 10.92%
eU3O8. Bachman Lake is operated by Denison (80%) and is one of
Denison's highest priority uranium exploration projects due to its
location in the southeast Athabasca Basin and the presence of
strong conductors, graphitic basement, and sandstone
alteration.
"Denison continues to focus on becoming the preeminent exploration
company in the Athabasca Basin, and we believe that the acquisition
of IEC represents another logical step towards achieving that
goal," commented Lukas Lundin, Chairman of Denison.
Denison currently owns 3.6 million common shares of IEC,
representing approximately 8.4% of the issued and outstanding
shares of IEC. Denison also owns 1.8 million common share purchase
warrants of IEC.
Transaction Summary
Denison expects to acquire IEC by way of a plan of arrangement
between IEC and its shareholders. Denison will acquire all of the
issued and outstanding IEC Shares on the basis of 0.26 of a Denison
Share for each IEC Share. IEC's shareholders will also receive a
pro rata distribution of the Spinco Shares. Any outstanding
warrants and options of IEC as of completion of the Transaction
will be exchanged for options and warrants of Denison, adjusted by
(i) the exchange ratio for common shares, and (ii) the final
structure of the Transaction. Any IEC options so exchanged for
options of Denison will not expire solely as a result of the holder
thereof ceasing to be employed or engaged as a consultant, officer
or director of IEC for a period not exceeding 90 days following
completion of the Transaction. Any IEC warrants so exchanged for
warrants of Denison will expire in accordance with their current
expiry dates.
The transactions contemplated by the Letter of Intent are subject
to the following conditions:
- the entering into of a definitive arrangement agreement in
respect of the Transaction (the "Arrangement Agreement") by Denison
and IEC. The Arrangement Agreement will describe the terms and
conditions upon which the Transaction will be completed
- the entering into of the Arrangement Agreement will be subject
to the prior approval of the boards of directors of each of Denison
and IEC;
- shareholder approval by IEC's shareholders; and
- approval of the Toronto Stock Exchange to the issuance of the
Denison Shares as part of the transaction.
The Letter of Intent also provides for, among other things, a
non-solicitation covenant on the part of IEC and a right in favour
of Denison to match any superior proposal. IEC has also agreed to
use its best efforts to cause each of IEC's directors, officers and
significant shareholders to execute support agreements to vote
their shares in favour of the Transaction.
This press release does not constitute an offer to buy or an
invitation to sell, or the solicitation of an offer to buy or
invitation to sell, any securities of Denison or IEC.
Additional Information
Additional information about Denison is available on Denison's
website at www.denisonmines.com or under its profile on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov.
About Denison
Denison is a uranium exploration and development company with
interests in exploration and development projects in Canada,
Zambia, Mali, Namibia, Niger and Mongolia. Including the high grade
Phoenix deposit, located on its 60% owned Wheeler project,
Denison's exploration project portfolio consists of 43
projects and totals approximately 584,000 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, plus a 25.17% interest in the
Midwest deposit and a 60% interest in the J Zone deposit on the
Waterbury property. Both the Midwest and J Zone deposits are
located within 20 kilometres of the McClean Lake mill.
Internationally, Denison owns 100% of the conventional heap leach
Mutanga project in Zambia, 100% of the uranium/copper/silver Falea
project in Mali, a 90% interest in the Dome project in Namibia, 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 division and is
the manager of Uranium Participation Corporation, a publicly traded
company which invests in uranium oxide and uranium
hexafluoride.
Forward-Looking Statement
The preceding includes forward looking statements, including
statements regarding Denison's ability to complete the Transaction
which involves known and unknown risks and uncertainties which may
not prove to be accurate. Actual results and outcomes may differ
materially from what is expressed or forecasted in these
forward-looking statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Among those factors which could cause actual results
to differ materially are the following: uncertainties as to the
timing of the Transaction and satisfaction of the conditions
thereto, market conditions and other risk factors listed from time
to time in our reports filed with Canadian and U.S. securities
regulators on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov/edgar.shtml.
Denison Mines Corp.Ron HochsteinPresident and Chief Executive
Officer(416) 979-1991 ext 232(416) 979-5893Denison Mines
Corp.Sophia ShaneInvestor Relations(604)
689-7842www.denisonmines.com
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