TORONTO, ONTARIO -- (Marketwire) -- 03/07/13 -- Denison Mines Corp. (TSX: DML)(NYSE MKT: DNN)(NYSE Amex: DNN) ("Denison") is pleased to announce that Denison and Fission Energy Corp. ("Fission") have entered into a definitive arrangement agreement (the "Agreement") which replaces the binding letter agreement previously announced, pursuant to which Denison has agreed to acquire all of the issued and outstanding shares of Fission with Fission spinning out certain assets into a newly-formed publicly traded company, Fission Uranium Corp. ("Spinco"), by way of a court-approved plan of Arrangement (the "Arrangement").
Pursuant to the Agreement, Denison will acquire a portfolio of uranium exploration projects including Fission's 60% interest in the Waterbury Lake uranium project, as well as Fission's exploration interests in all other properties in the eastern part of the Athabasca Basin, Quebec, and Nunavut, plus its interests in two joint ventures in Namibia. The Spinco assets will consist of the remaining assets of Fission including the 50% interest in the Patterson Lake South property located in the western Athabasca Basin.
The Arrangement will be carried out by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act and must be approved by the Superior Court of British Columbia and the affirmative vote of Fission securityholders at a special meeting that is expected to be held on April 23, 2013.
Pursuant to the Agreement, the consideration to be received by the shareholders of Fission consists of 0.355 of a common share of Denison (each, a "Denison Share"), a nominal cash payment of $0.0001 and 1 (one) common share of Spinco (a "Spinco Share") for each common share of Fission held.
Upon completion of the Arrangement, the holders of Fission options will receive options to acquire Denison Shares and options to acquire Spinco Shares. The holders of Fission warrants are entitled to receive, upon exercise of their warrants, the number of Denison Shares and Spinco Shares which the warrantholders would have been entitled to receive as a result of the Arrangement, if immediately prior to the effective date the warrantholders had exercised their warrants.
Pursuant to the terms of the Agreement, the Arrangement is subject to applicable regulatory approvals and the satisfaction of certain closing conditions customary for transactions of this nature. The Agreement also provides for, among other things, customary board support and non-solicitation covenants from Fission. The Agreement also provides for a payment of a break fee of CAD$3.5 million to Denison and to Fission in certain specified circumstances.
The Arrangement is expected to be completed in April 2013, subject to certain customary conditions, including receipt of all necessary court, regulatory and Fission securityholder approvals.
Copies of the Agreement and certain related documents and agreements are available through Denison's filings with the securities regulatory authorities in Canada at www.sedar.com and the United States at www.sec.gov/edgar.shtml.
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