KELOWNA, BRITISH COLUMBIA -- (Marketwire) -- 03/07/13 -- FISSION ENERGY CORP. ("Fission" or "the Company") (TSX VENTURE: FIS)(OTCQX: FSSIF) is pleased to announce that Fission and Denison Mines Corp. ("Denison") have entered into a definitive Arrangement Agreement (the "Agreement"), which replaces the binding letter agreement, previously announced on January 16, 2013, 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, its interests in two joint ventures in Namibia plus its assets in Quebec and Nunavut (together, the "Assets"). The Spinco assets will consist of the remaining assets of Fission including the 50% interest in the Patterson Lake South ("PLS") property located in the western Athabasca Basin.
Both Fission and Denison believe that the Transaction will provide a number of substantial benefits to the shareholders of both companies, including the following:
-- Substantial value offered to Fission shareholders for the Assets;-- The opportunity for Fission shareholders to participate in the assets of Denison, which include several advanced exploration properties plus an interest in the McClean Lake mill, as well as the highly prospective Western Athabasca exploration portfolio of Spinco;-- Spinco will be very well funded;-- Spinco will continue forward under the leadership of the same successful management team that developed Fission; and-- Further solidifies Denison as the consolidator of strategic assets in the Athabasca Basin, to the benefit of both sets of shareholders.
Arrangement Overview
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 (the "Meeting") that is expected to be held on April 23, 2013. At the Meeting, the Arrangement will require approval of shareholders and optionholders of Fission holding at least 66 2/3% of the common shares, voting in person or by proxy and voting as a single class.
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 (the "Consideration").
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.
