Denison Mines (DNN) Presents New Acquisition Proposal to UEX
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Denison Mines Corp. (NYSE American: DNN) has made another proposal (an “Acquisition Proposal”) to acquire all of the issued and outstanding shares of UEX Corporation (“UEX”). Under the terms of the proposed acquisition, UEX shareholders would receive 0.32 shares of Denison in exchange for each UEX share held, representing an implied purchase price of $0.51 per UEX share, on a spot basis, at market close on August 8. , 2022. See the PDF version.
Denison’s proposed acquisition represents a 7% premium to the price implied by the Amended Arrangement Agreement between UEX and Uranium Energy Corp. (“UEC”) dated August 5, 2022 (the “Amended UEC Agreement”) based on one-day volume weighted average price on August 8, 2022, and a 9% premium to the weighted average price based on of the 20-day volume implicit in the amended UEC agreement.
David Cates, President and CEO of Denison, said: “Following the expiration of our previous acquisition proposal, which amounted to a premium to the Amended UEC Agreement on a 10- and 20-day volume-weighted average price basis, and after internal discussions, together with our legal and financial advisors, Denison has decided to make a new premium acquisition proposal to UEX.
The success of this offer is subject to the determination by the UEX Board of Directors that it is superior to the Amended UEC Agreement and is also subject to UEC’s five-day equalization right. We note that on August 5, UEC increased its offer in response to Denison’s superior acquisition proposal of July 22, and that the UEX Board of Directors concluded that the amended terms proposed by UEC constituted an equivalent offer. – despite the fact that they implied a lower UEX price from a premium point of view over normalized trading periods.
By making this additional offer, we acknowledge that UEC remains in control through its right to match, and that our offer may not ultimately prevail.
That said, we believe the UEX assets are so complementary to our own portfolio and the Athabasca Basin specialization that it would be shortsighted not to provide another opportunity for Denison and UEX shareholders to thrive on this combination. »
In order for the UEX board of directors to determine whether the acquisition proposal constitutes a “superior proposal” under the amended UEC agreement, UEX announced that it had postponed the special meeting of UEX security holders. , originally scheduled for August 9, 2022, to August 15, 2022.
The Denison Acquisition Proposal is conditional on UEX terminating the Amended UEC Agreement, which will require the UEX Board of Directors to evaluate (i) the Acquisition Proposal as a “Superior Proposal” and (ii) UEC has failed to align under the terms of the Amended UEC Agreement.
UEX has received a set of definitive documents to give effect to the acquisition proposal on a binding basis, and the parties would be able to complete the transaction without undue delay. After UEX determined that Denison’s pre-offer of July 22, 2022 constituted a “Superior Proposal” (as defined in the Amended UEC Agreement), UEX and Denison negotiated and settled the terms of the necessary agreements. Additionally, the final documents have already been approved by Denison’s Board of Directors.
As previously discussed, an acquisition of UEX by Denison has the potential to generate multiple benefits:
- Consolidation of 100% ownership of Wheeler River – Wheeler River hosts the high-grade Phoenix and Gryphon uranium deposits and is the largest undeveloped uranium project in the infrastructure-rich eastern part of the Athabasca Basin region. The Company is actively advancing the Phoenix deposit, which is proposed as a low-cost SRI mining operation, through the environmental assessment and feasibility study processes. The results of the pre-feasibility study completed for Wheeler River suggest that Phoenix has the potential to be one of the lowest cost uranium mining operations in the world. Denison currently holds a 95% effective interest in Wheeler River.
- Consolidation of 100% ownership of JCU (Canada) Exploration Company, Limited (“JCU”) – JCU holds a portfolio of twelve interests in uranium project joint ventures in Canada, including a 30.099% interest in the Millennium project (Cameco Corporation 69.901%), a 33.8118% interest in the Kiggavik project (Orano Canada Inc. 66.1882%) and a 34.4508% Interest in the Christie Lake project (UEX 65.5492%). Denison currently owns a 50% interest in JCU.
- Portfolio of projects tailored to Denison’s abundant in-house expertise – Denison has a technical team based in Saskatoon with extensive in-house expertise in exploration, project development, engineering, metallurgy, mining, plant operations , Permitting and Regulatory Affairs, which is well suited to extracting the maximum possible value for our shareholders from uranium exploration or development assets located in the Athabasca Basin region.
Although Denison is prepared to proceed with the acquisition proposal on an accelerated basis, UEC retains its counterparty right under the Amended UEC Agreement and there can be no assurance that a definitive agreement or any other related agreement to the Acquisition Proposal will be entered into by UEX or that the Acquisition Proposal, and any transaction related thereto or any other similar transaction, will be approved or completed by the board of directors or shareholders of UEX. The Company undertakes no obligation to provide updates regarding this transaction or any other transaction, except as required by applicable law.
Denison is a uranium exploration and development company with interests centered in the Athabasca Basin region of northern Saskatchewan, Canada. The Company holds a 95% effective interest in its flagship Wheeler River uranium project, which is the largest undeveloped uranium project in the infrastructure-rich eastern portion of the Athabasca Basin region in northern Saskatchewan. A pre-feasibility study was completed for Wheeler River in late 2018, considering the potential economic merit of developing Phoenix as an ISR operation and the Gryphon deposit as a conventional underground mining operation.
Denison’s interests in Saskatchewan also include a 22.5% stake in the McClean Lake joint venture, which includes several uranium deposits and the McClean Lake uranium mill, which is responsible for processing ore from the mine. of Cigar Lake under a toll milling agreement, as well as a 25.17% interest in the Midwest Main and Midwest A deposits and 67.01% interest in the Tthe Heldeth Túé (“THT”) deposits , formerly J Zone) and Huskie on the Waterbury Lake property. The Midwest Main, Midwest A, THT and Huskie deposits are located within 20 kilometers of the McClean Lake mill. Denison’s exploration portfolio includes other property interests covering approximately 300,000 hectares in the Athabasca Basin region.
Through its 50% interest in JCU, Denison holds additional interests in various uranium project joint ventures in Canada, including the Millennium Project (JCU, 30.099%), the Kiggavik Project (JCU, 33.8118%) and Christie Lake (JCU, 34.4508%). .
Denison also provides post-closure mine care and maintenance services through its Closed Mines group (formerly Denison Environmental Services), which manages Denison’s reclaimed mine sites in the Elliot Lake area and provides services related to certain third-party projects.
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Caution Regarding Forward-Looking Statements
Certain information contained in this press release constitutes “forward-looking information” within the meaning of applicable United States and Canadian law regarding the business, operations, financial performance and condition of Denison.
Generally, these forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “budget”, “expected”, “estimates”, “expects”, “has intention’, ‘anticipates’ ‘, or ‘believes’, or negative forms and/or variations of these words and phrases, or states that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might ‘ or ‘will be taken’, ‘occur’, ‘be achieved’ or ‘has the potential to’.
In particular, this press release contains forward-looking information regarding the following: the existence and terms of the proposed acquisition, including the conditions and other rights and obligations of the parties and any potential benefits of such transaction; the announcement by UEX of the postponement of its general meeting and of the expected date thereof; expectations regarding the terms of the amended UEC Agreement and the rights and obligations of the parties thereunder; and expectations regarding its interests in the joint venture and the continuity of its agreements with its partners.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, Denison’s level of activity, performance or achievements as being materially different from those expressed or implied by such forward-looking statements. For example, the terms of the transactions may not be satisfied or the parties may negotiate terms materially different from those disclosed herein. Denison believes that the expectations reflected in such forward-looking information are reasonable and no assurance can be given that such expectations will prove to be correct and actual results may differ materially from those anticipated in such forward-looking information. For a discussion of the risks and other factors that could affect forward-looking events, please refer to the factors discussed in the Annual Information Form dated March 25, 2022 under the heading “Risk Factors”. These factors are not and should not be construed as exhaustive.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. Any forward-looking information and assumptions made therein speak only as of the date of this press release. Denison undertakes no obligation to publicly update or revise any forward-looking information after the date of this press release to conform such information to actual results or to changes in Denison’s expectations, except as required by applicable law.
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SOURCE Denison Mines Corp.