Energy Fuels Inc. and Denison Mines Corp. Execute Definitive Arrangement Agreement
May 24 2012 - 8:31AM
Marketwired
Energy Fuels Inc. ("Energy Fuels") (TSX:EFR) and Denison Mines
Corp. ("Denison") (TSX:DML)(NYSE MKT:DNN) are pleased to announce
that the companies have entered into a definitive arrangement
agreement (the "Arrangement Agreement") with respect to the
previously announced transaction (the "Transaction") whereby Energy
Fuels will acquire all of the shares of the subsidiaries holding
Denison's U.S. mining assets and operations (the "US Mining
Division") as well as all of the inter-company debt between Denison
and the US Mining Division.
Pursuant to the Arrangement Agreement, Denison and Energy Fuels
have agreed to complete a plan of arrangement (the "Arrangement")
in accordance with the Business Corporations Act (Ontario). Under
the Arrangement: (i) Denison will transfer the US Mining Division
and related inter-company debt to Energy Fuels in exchange for a
promissory note and a nominal amount of cash, (ii) Denison will
complete a reorganization of its capital which will include a
distribution of the promissory note to its common shareholders on a
pro rata basis, and (iii) Energy Fuels will repay the promissory
note by issuing 425,441,494 of its common shares to Denison's
shareholders. Upon the completion of the Transaction, Denison's
shareholders will receive approximately 1.106 common shares of
Energy Fuels for each common share of Denison owned and will in
aggregate own approximately 66.5% of the issued and outstanding
common shares of Energy Fuels.
The Arrangement Agreement contains customary covenants by both
parties not to solicit offers for competing transactions, a right
to match any superior proposal, as well as a reciprocal break fee
of Cdn$3.0 million payable upon the termination of the Arrangement
Agreement in certain circumstances.
The completion of the Transaction is subject to satisfaction of
certain customary conditions, including but not limited to, Energy
Fuels and Denison shareholder approval, court and regulatory
approvals including acceptance by the Toronto Stock Exchange and
the NYSE MKT exchange and the receipt of third party approvals and
consents. Korea Electric Power Corporation ("KEPCO") has determined
not to exercise its right of first opportunity provided for in the
strategic relationship agreement dated June 15, 2009 among Denison,
KEPCO and a subsidiary of KEPCO.
The shareholders of Energy Fuels and Denison will each be asked
to approve the Transaction at respective special shareholder
meetings to be held in late June 2012.
All of the directors and officers of Energy Fuels who hold
shares of Energy Fuels, as well as three of Energy Fuels' other
largest shareholders, have entered into support agreements pursuant
to which they have agreed to vote in favour of the Transaction at
Energy Fuels' shareholder meeting. All of the directors and
officers of Denison who hold shares of Denison, as well as two of
Denison's other shareholders, have entered into support agreements
pursuant to which they have agreed to vote in favour of the
approval of the Arrangement. In aggregate, holders of approximately
22.2% of the common shares of Energy Fuels and approximately 10.7%
of the common shares of Denison have entered into support
agreements.
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 Energy Fuels and Denison and
any other statements regarding Energy Fuels' and 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 Energy Fuels'
and 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 as described in Energy Fuels'
and Denison's most recent annual information forms and annual and
quarterly financial reports.
Energy Fuels and Denison assume no obligation to update the
information in this communication, except as otherwise required by
law. Additional information identifying risks and uncertainties is
contained in Energy Fuels' and 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 each of Energy
Fuels and 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 does 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 & CEO
(416) 979-1991 x232rhochstein@denisonmines.com Contacts: Energy
Fuels Inc. Stephen P. Antony President & CEO (303)
974-2140s.antony@energyfuels.com
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