Denison Mines Corp. Announces Shareholder Approval of Arrangement
June 25 2012 - 1:04PM
Marketwired
Denison Mines Corp. ("Denison" or "DML") (TSX:DML)(NYSE
MKT:DNN)(NYSE Amex:DNN) is pleased to announce that the previously
announced plan of arrangement (the "Arrangement") whereby Energy
Fuels Inc. ("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, was approved by
99.07% of the votes cast in person or by proxy at the special
meeting of Denison shareholders held today.
Pursuant to the Arrangement, Denison shareholders will receive
approximately 1.106 common shares of Energy Fuels per Denison
common share held. Further information about the Arrangement is set
out in the management information circular of Denison dated May 28,
2012, which is available under Denison's profile on
www.sedar.com.
The hearing in respect of the final order of the Ontario
Superior Court of Justice (Commercial List) approving the
Arrangement is scheduled for Wednesday, June 27, 2012. Assuming
court approval is obtained and that all other conditions set out in
the Arrangement Agreement dated May 23, 2012 between Energy Fuels
and Denison are satisfied or waived, the Arrangement is expected to
become effective on or about June 29, 2012.
Beginning on June 26, 2012 and through the date that the
Arrangement is effected (the "Effective Date"), it is expected that
Denison common shares will trade with the right to receive the
Energy Fuels shares to be distributed pursuant to the Arrangement.
Assuming that the Effective Date is June 29, 2012, it is
anticipated that shares of Denison will trade ex-distribution (that
is, will not have the right to receive shares of Energy Fuels under
the Arrangement) beginning on July 2, 2012 for trades through the
NYSE MKT exchange and on July 3, 2012 for trades through the
Toronto Stock Exchange, being the respective first trading days on
such exchanges after the Effective Date. Investors are encouraged
to consult with their financial advisors regarding the specific
implications of buying or selling shares of Denison before, on or
after the Effective Date.
Denison also announces that, in accordance with the provisions
of Denison's stock option plan, Denison will adjust the exercise
price of each outstanding option under the plan to reflect the
reduction, if any, in Denison's share price following the sale of
Denison's U.S. business under the Arrangement. Section 8.2 of the
stock option plan requires Denison's board to make appropriate
adjustments to the options to reflect certain reorganization
transactions. Denison's Board has determined that the exercise
price of all outstanding options will be reduced by an amount equal
to the difference between the trading price of the Denison common
shares on the TSX before trading occurs on an ex-distribution basis
and the trading price of the securities on the TSX immediately
after the Denison common shares have commenced trading on an
ex-distribution basis. The share prices before and after
distribution will be measured in each case on the basis of a five
day volume weighted average price. If there is not a reduction in
the share price between the pre- and post-closing periods, no
adjustment will be made. All options held by employees of Denison's
US subsidiaries who are not remaining as employees of Denison after
the Arrangement will expire 45 days after closing of the
Arrangement.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release, including
any information relating to the completion of the Arrangement
between Energy Fuels and Denison 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
Arrangement, including the receipt of court approval or the
regulatory approvals required for the Arrangement 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 Arrangement;
the volatility of the international marketplace; and other risk
factors as described in Denison's most recent annual information
form and annual and quarterly financial reports.
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 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, which 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 States.
The securities to be issued pursuant to the Arrangement 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 Denison Mines Corp.
Jim Anderson Executive Vice President & CFO (416) 979-1991
x372janderson@denisonmines.com
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