EX-99.1
2
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PRESS RELEASE DATED JULY 29, 2022
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Exhibit 99.1
Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
PRESS
RELEASE
Denison Confirms Superior Proposal for UEX Corporation
Toronto, ON – July 29,
2022 – Denison Mines Corp. (“Denison” or the
“Company”) (TSX: DML, NYSE American: DNN) has noted the
disclosure made by Uranium Energy Corp. (“UEC”) in its
news release dated July 28, 2022. Denison hereby confirms that it
has made a confidential proposal (an “Acquisition
Proposal”) to UEX Corporation (“UEX”) to acquire
all of the issued and outstanding shares of UEX. UEX has reported
that its Board of Directors, in consultation with its legal and
financial advisors, has determined that the Acquisition Proposal
constitutes a “Superior Proposal” as defined in the
Arrangement Agreement between UEC and UEX dated June 13, 2022
("Original Agreement”). Denison understands that notice of
such determination was provided to UEC on July 28,
2022.
The
non-binding Acquisition Proposal remains subject to the entering
into of a definitive arrangement agreement (“Definitive
Agreement”) and any discussions with respect to a transaction
remain subject to the terms of a non-disclosure agreement
(“NDA”) entered into between Denison and UEX. At this
time, no Definitive Agreement has been consummated between Denison
and UEX, and the completion of any such agreement would require the
termination of the Original Agreement in accordance with its
terms.
David Cates, President & CEO of Denison,
commented: “We
believe that an acquisition by Denison of UEX, and its assets in
northern Saskatchewan, has the potential to benefit Denison
shareholders – bolstering Denison’s position as a
leading uranium development and exploration Company with an
unwavering focus on the advancement of high-grade uranium deposits
in the Athabasca Basin region.
Importantly, an acquisition of UEX would allow Denison to
consolidate 100% ownership in our flagship Wheeler River Project at
an ideal time ahead of the anticipated final technical de-risking
steps associated with the Feasibility Study in progress for the
planned Phoenix In-Situ Recovery (“ISR”)
operation.”
An
acquisition of UEX has the potential to yield multiple benefits to
Denison shareholders:
●
Consolidation of 100% ownership
of Wheeler River –
Wheeler River is host to the high-grade Phoenix and Gryphon uranium
deposits and represents the largest undeveloped uranium project in
the infrastructure-rich eastern portion of the Athabasca Basin
region. The Company is actively advancing the Phoenix deposit,
which is proposed as a low-cost ISR mining operation, through the
environmental assessment and feasibility study processes. The
results from 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 has an
effective 95% interest in Wheeler
River.
●
Consolidation of 100% ownership
of JCU (Canada) Exploration Company, Limited (“JCU”) – JCU holds a portfolio of twelve uranium
project joint venture interests 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 has a 50% ownership interest in
JCU.
●
Project Portfolio Suited to
Denison’s Abundant In-house Expertise – Denison has a Saskatoon-based technical
team with abundant in-house expertise in the areas of exploration,
project development, engineering, metallurgy, mining, plant
operations, permitting and regulatory affairs, that is well suited
to extract the maximum value possible, for our shareholders, from
uranium exploration or development assets situated in the Athabasca
Basin region.
There
can be no assurance that a Definitive Agreement or any other
agreement relating to the Acquisition Proposal will be entered into
between Denison and UEX or that the Acquisition Proposal, and any
transactions related thereto or any other similar transaction will
be approved or consummated. The Company does not undertake any
obligation to provide any updates with respect to this or any other
transaction, except as required under applicable law.
About Denison
Denison is a uranium exploration and development company with
interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. In addition to its effective 95% interest in
the Wheeler River project, Denison's interests in the Athabasca
Basin include a 22.5% ownership interest in the McClean Lake joint
venture, which includes several uranium deposits and the McClean
Lake uranium mill that is contracted to process the ore from the
Cigar Lake mine under a toll milling agreement, plus a 25.17%
interest in the Midwest Main and Midwest A deposits, and a 66.90%
interest in the Tthe Heldeth Túé (“THT”,
formerly J Zone) and Huskie deposits on the Waterbury Lake
property. The Midwest Main, Midwest A, THT and Huskie deposits are
each located within 20 kilometres of the McClean Lake
mill.
Through its 50% ownership of 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's
exploration portfolio includes further interests in properties
covering approximately 300,000 hectares in the Athabasca Basin
region.
Denison is also engaged in 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 region and provides related services
to certain third-party projects.
For more information, please contact
David
Cates
(416) 979-1991 ext
362
President and
Chief Executive Officer
Mac
McDonald
(416) 979-1991 ext 242
Executive Vice
President and Chief Financial Officer
Certain information contained in this news release constitutes
‘forward-looking information’, within the meaning of
the applicable United States and Canadian legislation concerning
the business, operations and financial performance and condition of
Denison.
Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as ‘plans’,
‘expects’, ‘budget’,
‘scheduled’, ‘estimates’,
‘forecasts’, ‘intends’,
‘anticipates’, or ‘believes’, or the
negatives and/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’.
In particular, this news release contains forward-looking
information pertaining to the following: the existence and terms of
the Acquisition Proposal, including the conditions and other rights
and obligations of the parties and any potential benefits of such a
transaction; expectations regarding the potential to enter into a
Definitive Agreement and/or complete a transaction pursuant
thereto; and expectations regarding its joint venture ownership
interests 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 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. For
example, the conditions to the transactions may not be satisfied or
the parties may negotiate terms materially different than disclosed
herein. Denison believes that the expectations reflected in this
forward-looking information are reasonable and no assurance can be
given that these expectations will prove to be accurate and results
may differ materially from those anticipated in this
forward-looking information. For a discussion in respect of risks
and other factors that could influence 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 being exhaustive.
Accordingly, readers should not place undue reliance on
forward-looking statements. The forward-looking information
contained in this news release is expressly qualified by this
cautionary statement. Any forward-looking information and the
assumptions made with respect thereto speaks only as of the date of
this news release. Denison does not undertake any obligation to
publicly update or revise any forward-looking information after the
date of this news release to conform such information to actual
results or to changes in Denison's expectations except as otherwise
required by applicable legislation.