Denison Acquires Additional Shares of Rockgate and Extends Offer to
December 6, 2013
TORONTO, ONTARIO--(Marketwired - Dec 2, 2013) - Denison Mines
Corp. ("Denison") (TSX:DML)(NYSEMKT:DNN) (Currency: CAD$) announces
that, as of 4:00 p.m. (Toronto time) on November 29, 2013,
approximately 2,750,531 additional common shares of Rockgate
Capital Corp. ("Rockgate") were validly deposited to Denison's
offer to acquire all of the outstanding shares of Rockgate (the
"Offer"). Denison has taken up and accepted for payment all of such
shares, resulting in it owning approximately 88% of the outstanding
shares in aggregate. Denison will issue Denison common shares in
exchange for the deposited shares on or before December 4,
2013.
Denison has extended its Offer until 4:00 p.m. (Toronto time) on
December 6, 2013, in order to allow Rockgate shareholders an
additional opportunity to tender to the Offer. Denison has
determined that the Thanksgiving Day holiday in the United States
prevented certain shareholders from depositing their shares in a
timely manner. A notice of extension will be mailed to registered
Rockgate shareholders shortly. If Denison is successful in
acquiring 90% of the Rockgate common shares, it intends to acquire
all the remaining shares by way of a compulsory acquisition. If the
compulsory acquisition procedure is not available to Denison, it
will pursue a subsequent acquisition transaction by way of
amalgamation or other corporate reorganization so as to acquire the
Rockgate common shares not deposited to the Offer.
Denison's takeover bid remains open for acceptance. Rockgate
shareholders requiring assistance in order to accept Denison's
offer may contact Denison's Information Agent, Laurel Hill Advisory
Group toll free at, 1-877-452-7184 (1-416-304-0211 collect outside
North America) or by email at assistance@laurelhill.com.
About Denison's Offer
Full details of Denison's offer are included in the formal offer
and takeover bid circular ("Denison's Offer and Circular"), which
has been filed with securities regulatory authorities (together
with all related documents) and is available under Rockgate's
profile on SEDAR at www.sedar.com or on Denison's website at
www.denisonmines.com.
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 Rockgate. Such an
offer may only be made pursuant to Denison's Offer and Circular and
pursuant to registration or qualification under the securities laws
of any other such jurisdiction.
Denison has filed with the U.S. Securities and Exchange
Commission (the "SEC") a Registration Statement on Form F-8 which
includes Denison's Offer and Circular. Investors and security
holders are urged to read Denison's Offer and Circular regarding
the transaction referred to in this document because it contains
important information. Investors and security holders may obtain a
free copy of Denison's Offer and Circular and certain other offer
documents filed by Denison with the Canadian provincial securities
regulators on SEDAR at www.sedar.com, and with the SEC at the SEC's
website at www.sec.gov. Copies of any such documents may be
obtained free of charge upon request made to Sheila Colman, the
Corporate Secretary of Denison at 595 Bay Street, Suite 402,
Toronto, ON, Canada, M5G 2C2.
Depositary and Information Agent
Questions and requests for
assistance may be directed to Computershare Investor Services Inc.,
the Depositary for Denison's offer, or Laurel Hill Advisory Group,
the Information Agent for Denison's offer, at the addresses and
telephone numbers set out below.
The
Depositary: |
Computershare Investor Services Inc. |
Toll-Free Phone: 1-800-564-6253 |
Toll-Free Facsimile: 1-888-453-0330 |
E-mail: corporateactions@computershare.com |
|
The
Information Agent: |
Laurel Hill Advisory Group |
Toll-Free Phone: 1-877-452-7184 |
Outside of North America Phone: 1-416-304-0211 |
Facsimile: 1-416-646-2415 |
E-mail: assistance@laurelhill.com |
About Denison
Denison is a uranium exploration and development company with
interests in exploration and development projects in Canada,
Zambia, Namibia, and Mongolia. Including the high grade Phoenix
deposits, located on its 60% owned Wheeler project, Denison's
exploration project portfolio includes 49 projects and totals
approximately 597,000 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, an approximate
77% 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 DES division and is the manager of Uranium
Participation Corporation, a publicly traded company which invests
in uranium oxide and uranium hexafluoride.
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.
Cautionary Statement Regarding Forward-Looking Statements
Certain information contained in this press release
constitutes "forward-looking statements", within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of similar
Canadian legislation concerning the business, operations and
financial performance and condition of Denison.
Generally, these forward-looking statements and information
can be identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", 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".
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.
Denison believes that the expectations reflected in forward-looking
statements and information are reasonable but no assurance can be
given that these expectations will prove to be correct and such
forward-looking statements and information included in this press
release should not be unduly relied upon. This information speaks
only as of the date of this press release. In particular, this
press release may contain forward-looking statements and
information about Denison's offer.
There can be no assurance that such statements or
information will prove to be accurate, as Denison's actual results
and future events could differ materially from those anticipated in
any forward-looking statements or information as a result of the
factors discussed in or referred to under the heading "Risk
Factors" in Denison's Annual Information Form dated March 13, 2013
available at http://www.sedar.com, and in its Form 40-F available
at http://www.sec.gov/edgar.shtml.
Accordingly, readers should not place undue reliance on
forward-looking statements or information. These factors are not
and should not be construed as being exhaustive. The
forward-looking statements and information contained in this press
release is expressly qualified by this cautionary statement.
Denison does not undertake any obligation to publicly update or
revise any forward-looking statements or information after the date
of this press release to conform such information to actual results
or to changes in Denison's expectations except as otherwise
required by applicable legislation.
Investors and analystsRon HochsteinPresident and Chief Executive
Officer(416) 979-1991Sophia ShaneInvestor Relations(416)
979-1991(416) 979-5893info@denisonmines.comwww.denisonmines.com
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