TORONTO, ONTARIO -- (Marketwired) -- 04/26/13 -- Denison Mines Corp. ("Denison" or the "Company") (TSX: DML)(NYSE MKT: DNN) is pleased to announce the closing of the previously announced transaction with Fission Energy Corp. ("Fission") whereby Denison acquired a portfolio of uranium exploration projects held by Fission, 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 interest in two joint ventures in Namibia. The transaction was completed pursuant to a plan of arrangement (the "Arrangement") in accordance with the Business Corporations Act (Canada).
As a result of the Arrangement, Denison acquired all of the outstanding common shares of Fission (the "Fission Shares") with Fission spinning out certain assets into a newly-incorporated exploration company, Fission Uranium Corp. ("Fission Uranium"). Under the Arrangement, each Fission Share was exchanged for 0.355 of a common share of Denison, a nominal cash payment of $0.0001 and one (1) common share of Fission Uranium. Unexercised Fission options will automatically be exchanged for options to acquire common shares of Denison and Fission Uranium. The holders of Fission warrants are entitled to receive, upon exercise of their warrants, the number of common shares of Denison and Fission Uranium 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.
With the completion of the Arrangement, Denison is advised that, in accordance with exchange requirements, Fission Shares will cease trading on the TSX Venture Exchange upon close of business on Monday, April 29, 2013 and are expected to be de-listed shortly after that. Fission Shares traded during this time represent only an entitlement to receive the consideration under the Arrangement, as described above. Fission will apply to cease to be a reporting issuer under the securities laws of British Columbia and Alberta as soon as possible.
Certain Fission shareholders may be eligible to make a joint election with Denison, pursuant to subsection 85(1) or (2) of the Income Tax Act (Canada), to defer a portion of the tax applicable on the exchange of Fission Shares for common shares of Denison and cash. Fission shareholders that marked the appropriate box on the letter of transmittal and election form will receive a Tax Instruction Letter by mail. A copy of the Tax Instruction Letter is also available on Denison's website, www.denisonmines.com. The tax election is time sensitive. Shareholders must submit the required documents to Denison by July 25, 2013 in order to be eligible to make a joint election.
Denison Mines Corp. is a uranium exploration and development company with interests in exploration and development projects in Canada, Zambia and Mongolia. Including the high grade Phoenix deposits, located on its 60% owned Wheeler River project, Denison's exploration project portfolio includes 51 projects and totals over 700,000 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, and an 85% interest in the in-situ recovery projects held by the Gurvan Saihan Joint Venture, in Mongolia.
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