TORONTO, May 4, 2021 /CNW/ - Denison Mines
Corp. ("Denison" or the "Company") (TSX: DML) (NYSE
American: DNN) announces that it has delivered a binding offer (the
"Denison Offer") to Overseas Uranium Resources Development Co.,
Ltd. ("OURD") to acquire 100% ownership of OURD's wholly-owned
subsidiary, JCU (Canada)
Exploration Company, Limited ("JCU"). PDF Version
JCU holds a portfolio of uranium project joint venture interests
in Canada, including a 10%
interest in Denison's 90% owned Wheeler River uranium project.
The Denison Offer includes the following features:
- Consideration including cash payments of up to CAD$40.5 million and the assumption of JCU's
existing liabilities (see below). The cash payments include a
CAD$10.0 million refundable deposit
on signing of a definitive agreement, an additional CAD$28.0 million on closing, and a further amount
of up to CAD$2.5 million, which is
expected to be paid within 45 days of the closing date and is
subject to adjustment based upon JCU's actual working capital on
the closing date.
- Binding subject only to the completion of definitive
documentation, regulatory approvals (if applicable), and the
termination of OURD's existing definitive purchase agreement with
UEX Corporation (TSX: UEX) in accordance with its terms.
- No conditions for (i) due diligence on the assets of JCU, or
(ii) obtaining the necessary financing to fund the purchase price –
as Denison already possesses sufficient cash to fully fund the
acquisition.
- A commitment to OURD that JCU will be maintained as a corporate
subsidiary in order for JCU to meet its joint venture
commitments.
- Assumption of JCU's outstanding liabilities owed to the Japan
Atomic Energy Agency.
If the Denison Offer is accepted by OURD, Denison understands
that the transaction will be subject to approval by OURD's
shareholders.
Denison welcomes the opportunity to build on its long history of
partnership with OURD and JCU to effect the acquisition of JCU, as
presented in the Denison Offer, and bring significant additional
benefit to the shareholders of OURD.
About Denison
Denison is a uranium exploration and development company with
interests focused in the Athabasca
Basin region of northern Saskatchewan,
Canada. The Company's flagship project is the 90% owned
Wheeler River Uranium Project, which is the largest undeveloped
uranium project in the infrastructure rich eastern portion of the
Athabasca Basin region of northern
Saskatchewan. Denison's interests
in Saskatchewan also include a
22.5% ownership interest in the McClean Lake joint venture
("MLJV"), which includes several uranium deposits and the McClean
Lake uranium mill that is contracted to process the ore from the
Cigar Lake mine under a toll milling agreement, plus a 25.17%
interest in the Midwest Main and Midwest A deposits, and a 66.90%
interest in the Tthe Heldeth Túé ("THT," formerly J Zone) and
Huskie deposits on the Waterbury Lake property. Each of Midwest
Main, Midwest A, THT and Huskie are located within 20 kilometres of
the McClean Lake mill.
Denison is also engaged in mine decommissioning and
environmental services through its Closed Mines group (formerly
Denison Environmental Services), which manages Denison's
Elliot Lake reclamation projects
and provides post-closure mine care and maintenance services to a
variety of industry and government clients.
Follow Denison on Twitter @DenisonMinesCo
Cautionary Statement Regarding Forward-Looking
Statements
Certain information contained in this news release
constitutes 'forward-looking information', within the meaning of
the applicable United States and
Canadian legislation concerning the business, operations and
financial performance and condition of Denison.
Generally, these forward-looking statements can be identified
by the use of forward-looking terminology such as 'plans',
'expects', 'budget', 'scheduled', 'estimates', 'forecasts',
'intends', 'anticipates', or 'believes', or the negatives and/or
variations of such words and phrases, or state that certain
actions, events or results 'may', 'could', 'would', 'might' or
'will be taken', 'occur', 'be achieved' or 'has the potential
to'.
In particular, this news release contains forward-looking
information pertaining to the following: the terms of the Offer,
including anticipated conditions for the transaction; the
acceptance of the Offer by OURD; Denison's development and
expansion plans and objectives; and expectations regarding its
joint venture ownership interests and the continuity of its
agreements with its partners.
Forward looking statements are based on the opinions and
estimates of management as of the date such statements are made,
and they are subject to known and unknown risks, uncertainties and
other factors that may cause the actual results, level of activity,
performance or achievements of Denison to be materially different
from those expressed or implied by such forward-looking statements.
For example, the Offer may not be accepted by OURD as presented or
at all or the parties may negotiate terms materially different than
disclosed herein. Denison believes that the expectations reflected
in this forward-looking information are reasonable and no assurance
can be given that these expectations will prove to be accurate and
results may differ materially from those anticipated in this
forward-looking information. For a discussion in respect of risks
and other factors that could influence forward-looking events,
please refer to the factors discussed in the Annual Information
Form dated March 26, 2021 under the
heading "Risk Factors". These factors are not, and should not be
construed as being exhaustive.
Accordingly, readers should not place undue reliance on
forward-looking statements. The forward-looking information
contained in this news release is expressly qualified by this
cautionary statement. Any forward-looking information and the
assumptions made with respect thereto speaks only as of the date of
this news release. Denison does not undertake any obligation to
publicly update or revise any forward-looking information after the
date of this news release to conform such information to actual
results or to changes in Denison's expectations except as otherwise
required by applicable legislation.
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SOURCE Denison Mines Corp.