Denison Mines and International Enexco Sign Definitive Agreement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 14, 2014) -
International Enexco Limited (TSX-VENTURE:IEC) (OTCQX:IEXCF)
(FRANKFURT:I6E) ("IEC") is pleased to announce the signing of a
definitive arrangement agreement (the "Arrangement Agreement") with
Denison Mines Corp. ("Denison"), 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 "Arrangement").
The terms of Denison's acquisition are unchanged from those that
were announced on March 19, 2014.
The Arrangement Agreement provides that IEC shareholders will
exchange each IEC Share for 0.26 of a Denison common share (a
"Denison Share") and a share (a "Spinco Share") in a subsidiary
indirectly holding 100% of IEC's Contact Copper Project and all
other US mineral properties owned by IEC. IEC's shareholders will
also receive one-half of a warrant to acquire an additional Spinco
Share for each IEC Share held on closing. Upon completion of the
Arrangement, it is anticipated that IEC shareholders other than
Denison will own approximately 2.1% of Denison. IEC expects to
complete the Arrangement before June 30, 2014.
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 CAD$2.9 million. IEC has reported that the
highlights of the program to date are 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 and MN-065, 150 metres north
of MN-060, which intersected 1.2 metres averaging 3.67% 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 currently owns 3.6 million IEC Shares, representing
approximately 8.4% of the issued and outstanding IEC Shares.
Denison also owns 1.8 million common share purchase warrants of
IEC.
Transaction Summary
Under the terms of the Arrangement, 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. Any outstanding warrants and
options of IEC as of completion of the Arrangement will be
exchanged for options and warrants of Denison, adjusted by the
exchange ratio of 0.26. The Denison options received as a result of
this exchange will expire 90 days after the completion of the
Arrangement. The new Denison warrants will expire in accordance
with the expiry dates of the existing IEC warrants.
As part of the Arrangement, IEC's shareholders will also receive
a pro rata distribution of the Spinco Shares on a one for one basis
and one-half of a warrant to acquire an additional Spinco Share,
exercisable for 6 months at a price of CAD$5.00 for each whole
share to be acquired. In addition, each holder of IEC options and
warrants will receive a replacement option or warrant, as the case
may be, from Spinco. The replacement Spinco options and warrants
will otherwise have the same terms and conditions as the options
and warrants of IEC that they replace.
The transactions contemplated by the Arrangement Agreement are
subject to approval by IEC's securityholders, the approval of the
TSX Venture Exchange to the Arrangement, the approval of the
Toronto Stock Exchange and the NYSEMKT, LLC to the issuance of the
Denison Shares issuable in the Arrangement and upon the exercise of
the new Denison options and warrants, as well as the approval of
the Supreme Court of British Columba.
The Arrangement Agreement also provides for, among other things,
a non-solicitation covenant on the part of IEC, a right in favour
of Denison to match any superior proposal, and a termination fee
equal to CAD$500,000 payable by IEC in certain events. Concurrently
with entering into the Arrangement Agreement, each of IEC's
directors, officers and significant shareholders have executed
support agreements to vote their shares in favour of the
Arrangement. The total number of IEC Shares which are subject to
the support agreements represent approximately 19.5% of the
outstanding IEC Shares. The Board of Directors of IEC has
unanimously recommended that IEC's securityholders approve the
Arrangement.
Full details of the Arrangement are included in the formal
Arrangement Agreement, which will be available on SEDAR at
www.sedar.com, and IEC's management information circular to be
filed with regulatory authorities and mailed to IEC security
holders in connection with a meeting of IEC securityholders
expected to be held on June 13, 2014. The Arrangement will be
subject to the approval of 66-2/3% of IEC shareholders who vote at
the meeting.
Copperbank Transaction
IEC is continuing to negotiate the form of a definitive
arrangement agreement with Full Metal Minerals Ltd. ("Full Metal")
and Choice Gold Corp. ("Choice") to affect the acquisition by
Choice of Enexco US and the Contact Copper Project and of the
Pyramid copper-gold property from Full Metals (the "Copperbank
Transaction"), as announced on March 19, 2014. IEC expects to
provide an update on the status of the Copperbank Transaction by
end of the week. The letter of intent executed by IEC, Full Metal
and Choice has been extended until April 18, 2014 by agreement of
all parties.
Advisors
Haywood Securities Inc. as financial advisor to IEC has provided
its opinion that the Arrangements is fair, from a financial point
of view, to the IEC securityholders.
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. 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.
About International Enexco Limited
International Enexco Limited is a North American exploration and
development company focused on the feasibility stage, 100% owned,
Contact Copper project in northern Nevada and the Mann Lake and
Bachman Lake uranium projects located in Saskatchewan's prolific
Athabasca Basin. The Mann Lake project is a joint venture with
Cameco (52.5%) as operator, Enexco (30%) and AREVA (17.5%) - two of
the world's largest uranium companies. The Bachman Lake project is
a joint venture with Denison (80%) as operator and Enexco
(20%).
About Denison Mines Corp.
Denison Mines Corp. 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.
On behalf of the Board of Directors,
G. Arnold Armstrong, President & CEO
Certain information regarding the Company including
management's assessment of future plans and operations, may
constitute forward-looking statements under applicable securities
laws and necessarily involve risks associated with mining
exploration and development, volatility of prices, currency
fluctuations, imprecision of resource estimates, environmental and
permitting risks, access to labour and services, competition from
other companies and ability to access sufficient capital. Although
the Company believe the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the
forward-looking statements. Readers are cautioned that mineral
resources that are not mineral reserves do not have demonstrated
economic viability. Mineral exploration and development of mines is
an inherently risky business. For more information on the Company
and the risks and challenges of its business, investors should
review their annual filings that are available at
www.sedar.com
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 of this news release. We seek safe harbour.
International Enexco LimitedSpiros Cacos+1 604 669
8368info@enexco.cawww.enexco.ca
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