Denison Mines Corp. Announces Plan of Arrangement with JNR Resources Inc.
November 28 2012 - 6:01PM
Marketwired
Denison Mines Corp. ("Denison") (TSX:DML)(NYSE MKT:DNN)(NYSE
Amex:DNN) and JNR Resources Inc. ("JNR") announced today that they
have entered into an Amending Agreement to amend their previously
announced Acquisition Agreement, so that the acquisition of JNR
will now proceed by way of a Plan of Arrangement (the
"Arrangement") instead of a take-over bid (the "Bid").
The acquisition of JNR shares under the Arrangement will occur
on substantially the same terms as the Bid, namely JNR shareholders
will receive 0.073 of a Denison common share (the "Exchange Ratio")
in exchange for each JNR common share held on the record date of
December 12, 2012. The Arrangement will also provide for the
issuance of replacement warrants and options to holders of
outstanding warrants and options on similar terms as adjusted by
the Exchange Ratio. The completion of the Arrangement will be
subject to usual terms and conditions, including the following:
a. Approval of the Arrangement by special resolution of JNR's shareholders,
optionholders and warrantholders;
b. Court approval of the Arrangement;
c. Receipt of any required third party approvals and consents; and
d. Receipt of all required regulatory approvals, including acceptance by
the Toronto Stock Exchange.
Key provisions of the Acquisition Agreement, such as the
non-solicitation covenant on the part of JNR, the right in favour
of Denison to match any superior proposal and the termination fee
of $325,000 payable to Denison in certain circumstances including
if JNR accepts a superior proposal, have not been amended.
The Arrangement allows the transaction to be completed within
the same approximate time frame as the Bid, with closing planned
for February 1, 2013, on a more cost effective basis. Documents
relating to the Arrangement, including the information circular
required in connection with JNR's special shareholder meeting
scheduled for January 28, 2013, are to be mailed to JNR
shareholders in early January 2013.
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 JNR. Subject to
the terms and conditions set forth in the Acquisition Agreement, as
amended, JNR intends to file a notice of meeting, management
information circular and related materials with Canadian securities
regulatory authorities relating to the proposed transaction, and
Denison intends to file a registration statement and prospectus
with the United States Securities and Exchange Commission (the
"SEC"), including the JNR management information circular and
related materials, relating to the proposed transaction. Investors
and security holders are urged to read these documents, as well as
any amendments and supplements to these documents, when they become
available because they will contain important information. At that
time, investors and security holders may obtain a free copy of the
JNR management information circular and related documents at the
Canadian securities regulators' website at www.sedar.com and a free
copy of the registration statement and prospectus and related
documents at the SEC's website at www.sec.gov. At that time, free
copies of these documents can also be obtained by directing a
request to Denison at 595 Bay Street, Suite 402, Toronto, Ontario,
Canada, M5G 2C2. YOU SHOULD READ THE MANAGEMENT INFORMATION
CIRCULAR, PROSPECTUS AND RELATED MATERIALS CAREFULLY BEFORE MAKING
A DECISION CONCERNING THE PROPOSED TRANSACTION.
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 Mines Corp. is a uranium exploration and development
company with interests in exploration and development projects in
Saskatchewan, Zambia and Mongolia. As well, Denison has a 22.5%
ownership interest in the McClean Lake uranium mill, located in
northern Saskatchewan, which is one of the world's largest uranium
processing facilities. Denison's exploration project portfolio
includes the world-class Phoenix deposit located on its 60% owned
Wheeler River project also in the Athabasca Basin region of
Saskatchewan.
Denison is engaged in mine decommissioning and environmental
services through its Denison Environmental Services (DES) division.
Denison is also the manager of Uranium Participation Corporation
(TSX:U), a publicly traded company which invests in uranium oxide
in concentrates and uranium hexafluoride.
Forward-Looking Statement
The preceding includes forward looking statements, including
statements regarding our ability to complete the Arrangement, 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 Arrangement 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.
Contacts: Denison Mines Corp. Ron Hochstein President and Chief
Executive Officer (416) 979-1991, Extension 232 Denison Mines Corp.
James R. Anderson Executive Vice President and Chief Financial
Officer (416) 979-1991, Extension 372 www.denisonmines.com
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