NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Energy Fuels Inc. ("Energy Fuels" or "EFR") (TSX:EFR) and Denison Mines Corp.
("Denison" or "DML") today announced that they have entered into a Letter
Agreement to complete a transaction (the "Transaction") whereby EFR will acquire
all of Denison's mining assets and operations located in the United States (the
"US Mining Division") from Denison in exchange for 425,441,494 common shares of
EFR (the "EFR Share Consideration"). Immediately following the closing of the
Transaction, Denison will complete a Plan of Arrangement (the "Denison
Arrangement") whereby Denison will complete a reorganization of its capital and
will distribute the EFR Share Consideration to DML shareholders on a pro rata
basis as a return of capital in the course of that reorganization. Upon
completion of the Denison Arrangement, Denison shareholders will receive
approximately 1.106 common shares of EFR for each common share of DML owned and
will in aggregate own approximately 66.5% of the issued and outstanding common
shares of EFR.
Energy Fuels and Denison believe that the Transaction and the Denison
Arrangement will provide a number of substantial benefits for shareholders of
both companies, including the following:
-- Creation of the largest 100% U.S. pure-play uranium producer and one of
the largest holders of National Instrument 43-101("NI 43-101") compliant
U.S. based uranium resources.
-- 2012 production forecasts totaling greater than 25% of total U.S.
estimated production.
-- Measured and Indicated Resources of 49.8 million lbs of U3O8, plus
Inferred Resources of 17.9 million lbs of U3O8.
-- U.S. focus provides compelling fundamentals: domestic consumption of 55
million lbs of U3O8 per year vs. domestic production of only 4 million
lbs of U3O8 per year.
-- Clear operational synergies and capital efficiencies to increase
production.
-- Combination of mining and development assets which will accelerate the
rate of development of EFR mines, provide higher throughput of mill
feed, and extend the number of years of production at the White Mesa
Mill.
-- EFR's Sheep Mountain Project is an advanced-stage development asset
which provides flexibility to bring an additional 1.5 million lbs per
year of U.S.-produced U3O8 on-line.
-- Creation of a strategic platform for continued uranium consolidation
within the U.S.
-- Substantial vanadium by-product from the White Mesa Mill and Colorado
Plateau Properties, where historic uranium to vanadium ratios have
averaged approximately 5:1.
-- Combined management expertise, with decades of combined uranium mining
and processing experience.
-- DML shareholders to benefit from the division of two distinctly
different business profiles as well as exclusive management focus on
exploration and development, such as DML's high-profile Wheeler River
project in the Athabasca Basin region of northern Saskatchewan and its
Mutanga project in Zambia.
Steve Antony, President and CEO of Energy Fuels commented, "This transaction is
transformational for Energy Fuels and reshapes the landscape of the uranium
sector within the U.S. It combines the highly strategic asset of the only
operating uranium mill in the U.S., White Mesa, with a significant resource base
that substantially increases White Mesa's available feedstock. The result is an
unmatched production growth profile and the opportunity for both Energy Fuels
and Denison shareholders to benefit from the clear operational synergies that
result from this transaction. I look forward to working with Denison's U.S. team
to maximize the benefits of this important combination."
Ron Hochstein, President and CEO of Denison added, "This transaction is an
important step forward for Denison. The Company has evolved on two parallel but
different tracks, being both an exploration and development entity with a global
footprint and an established producer in the United States. We are pleased to
have the opportunity to combine our U.S. operations with such a complimentary
set of assets and people. I'm excited about the opportunities that lie ahead for
both Denison and Energy Fuels shareholders and believe that this transaction
only serves to strengthen the operations of both companies."
Transaction Details
Pursuant to the Letter Agreement, the parties have agreed to enter into
exclusive negotiations with a view to entering into a definitive agreement in
respect of the Transaction (the "Arrangement Agreement"). The execution of the
Arrangement Agreement is subject to the following conditions:
(a) Korea Electric Power Corporation ("KEPCO") shall have waived its right
of first opportunity provided for in the strategic relationship
agreement dated as of June 15, 2009 among Denison, KEPCO and a
subsidiary of KEPCO, or the 30-day period for exercising such right
shall have expired without KEPCO exercising right;
(b) the entering into of support agreements with all directors and officers
of Denison, who own shares of Denison, and Zebra Holdings and
Investments S.a.r.l. and Lorito Holdings S.a.r.l.;
(c) the entering into of support agreements with all directors and officers
of Energy Fuels, who own shares of Energy Fuels, and with the three
largest shareholders of Energy Fuels;
(d) the prior approval by the boards of directors of each of Denison and
Energy Fuels;
(e) there shall not have been any event or change that has had or would be
reasonably likely to have a material adverse effect on the business,
operations, results of operations, prospects, assets, liabilities or
financial condition of the U.S. Mining Division and of the Energy Fuels
group taken as a whole.
The three largest shareholders of Energy Fuels, Dundee Resources Ltd., Pinetree
Capital Ltd. and Mega Uranium Ltd. who collectively own approximately 22.7% of
Energy Fuels' outstanding common shares, have indicated their willingness to
enter into support agreements in respect of the Transaction. Zebra Holdings and
Investments S.a.r.l and Lorito Holdings S.a.r.l., which combined are one of the
largest shareholders of Denison, owning approximately 9.9% of Denison's
outstanding commons shares, have also indicated their willingness to enter into
support agreements in respect of the Transaction.
At its shareholder meeting to approve the Transaction, Energy Fuels also expects
to seek shareholder approval to implement a 10-for-1 consolidation of its common
shares.
Following execution of the Arrangement Agreement, it is anticipated that
completion of the Transaction will be subject to the following additional
conditions:
a) approval of the Denison Arrangement by Denison shareholders;
b) approval of the issuance of the EFR Share Consideration as part of the
Transaction by Energy Fuels shareholders;
c) court approval of the Denison Arrangement;
d) receipt of third party approvals and consents; and
e) receipt of all required regulatory approvals, including acceptance by
the Toronto Stock Exchange.
The Letter Agreement contains customary deal protection mechanisms, including a
reciprocal break fee of Cdn$3.0 million payable in certain circumstances,
non-solicitation provisions and a right to match any superior proposal.
Completion of the Transaction is subject to a number of conditions and
contingencies, many of which are beyond the control of Denison and Energy Fuels.
These conditions include the entering into of definitive agreements, receipt of
third party and regulatory approvals, receipt of shareholder and court approval,
and the absence of any material adverse changes. Although it is the intention of
Denison and Energy Fuels to proceed as expeditiously as possible toward
completion of the Transaction and the Denison Arrangement, there can be no
guarantee that these transactions will be completed.
Advisors and Counsel
Dundee Securities Ltd. is acting as financial advisor to Energy Fuels and its
board of directors, and has provided a verbal opinion to the effect that, as of
the date hereof, the consideration offered to Denison by Energy Fuels is fair,
from a financial point of view, to Energy Fuels. Dundee Securities Ltd. and
Dundee Resources Ltd. are wholly-owned subsidiaries of Dundee Corporation.
Borden, Ladner and Gervais LLP is acting as legal advisor to Energy Fuels.
Haywood Securities Inc. is acting as financial advisor to Denison and its board
of directors, and has provided an opinion to the effect that, as of the date
hereof and subject to the assumptions, limitations and qualifications set out
therein, the consideration to be received by shareholders of Denison is fair,
from a financial point of view, to shareholders of Denison. Blake, Cassels &
Graydon LLP is acting as legal advisor to Denison.
Conference Call
Energy Fuels and Denison will be hosting a conference call on Tuesday, April 17,
2012 starting at 10:30 a.m. (Toronto time) to discuss the Transaction. The call
will be available live through a webcast link on Energy Fuels website
(www.energyfuels.com) and Denison's website (www.denisonmines.com), and by
dialing 1-888-789-9572 (toll free) or 416-695-7806. A recorded version of the
conference call will be available for playback approximately two hours following
the conclusion of the call by dialing 905-694-9451 or 800-408-3053 (password:
6637859). The presentation will also be available at www.energyfuels.com and
www.denisonmines.com.
Overview of EFR and Denison's U.S. Mining Division
Energy Fuels Inc.
Energy Fuels Inc. is a uranium and vanadium mineral development company. The
Company recently acquired Titan Uranium Inc., including the Sheep Mountain
Project in the Crooks Gap District of Wyoming. The Company also received a Final
Radioactive Materials License from the State of Colorado for the proposed Pinon
Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first
uranium mill constructed in the United States in over 30 years.
With about 61,000 acres of highly prospective uranium and vanadium properties
located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, as
well as exploration properties in Saskatchewan's Athabasca Basin totaling
approximately 32,000 additional acres, the Company has a full pipeline of
additional development prospects. Energy Fuels, through its wholly-owned
subsidiaries, has assembled this property portfolio along with a first class
management team, including highly skilled technical mining and milling
professionals.
On March 1, 2012, Energy Fuels announced an updated Preliminary Feasibility
Study for Sheep Mountain. The study contemplates the concurrent development of
the underground and open pit deposits for a 15 year mine life. This option
generates a pre-tax Internal Rate of Return (IRR) of 42% and a Net Present Value
(NPV) of US$201 million, at a 7% discount rate and a $65/lb long term U3O8
price. This option has an expected initial CAPEX requirement of US$109 million
and OPEX of US$32.31 per lb. recovered. The Sheep Mountain project is currently
at an advanced stage of permitting. Production is expected to commence in 2015,
with a peak production rate of 1.5 million lbs U3O8 per year.
The Sheep Mountain Project contains an Indicated Resource of 12,895,000 tons at
an average grade of 0.12% eU3O8 (30,285,000 lbs eU3O8). This figure includes
Probable Reserves of 7,453,000 tons at an average grade of 0.123% eU3O8
(18,365,000 lbs eU3O8). Energy Fuels' Colorado Plateau properties additionally
contain Measured & Indicated Resources of 1,951,486 tons at an average grade of
0.24% eU3O8 and 0.89% V2O5 (9,371,821 lbs eU3O8 and 34,862,116 lbs V2O5).
The technical information in this news release regarding the Sheep Mountain
Project was prepared in accordance with the Canadian regulatory requirements set
out in NI 43-101 and is extracted from Preliminary Feasibility Study for Sheep
Mountain dated April 13, 2012 which is filed on EFR's SEDAR profile and is
available for viewing at www.sedar.com.
Stephen P. Antony, President and CEO of Energy Fuels, is Energy Fuels' Qualified
Person (as defined by National Instrument 43-101) for uranium projects and is
responsible for the technical information related to EFR's assets contained in
this release.
Denison's U.S. Mining Division
All of Denison's U.S. assets are held directly or indirectly through its
wholly-owned subsidiary Denison Mines Holdings Corp. ("DMH"). DMH holds its
uranium mining and milling assets through subsidiaries, as follows:
-- the White Mesa Mill, a 2,000-ton per day uranium and vanadium processing
plant near Blanding, Utah through Denison White Mesa LLC;
-- the Colorado Plateau mines, straddling the Colorado and Utah border,
through Denison Colorado Plateau LLC;
-- the Daneros uranium mine in the White Canyon district of southeastern
Utah, and other exploration properties through Utah Energy Corporation;
-- the Arizona Strip properties through Denison Arizona Strip LLC;
-- the Henry Mountains uranium complex in southern Utah and other
exploration properties through Denison Henry Mountains LLC; and
-- miscellaneous properties through Denison Properties LLC.
All of the U.S. properties are operated by Denison Mines (USA) Corp., a
wholly-owned subsidiary of DMH.
Denison's White Mesa Mill in Utah is the only conventional uranium mill
currently operating in the U.S. It is fully licensed and permitted to process
2,000 tons per day, producing up to 8 million lbs of uranium per year. A
vanadium co-product recovery circuit allows for the processing of vanadium ore
within the Colorado Plateau mines and its central location allows for hauling of
uranium ore from Arizona, Utah, Colorado, and New Mexico.
The Arizona Strip has higher grade production from breccia pipes. The Arizona 1
mine is currently producing with a track-record of resource replacement. A
second mine (Pinenut) is expected to open in 2012. Shaft sinking is expected to
begin at the Canyon mine in the fourth quarter 2012, pending regulatory
approval, and the EZ1 & EZ2 properties are progressing through permitting.
The Henry Mountains Complex in Utah consists of the Bullfrog and Tony M deposits
and represents Denison's largest resource in the U.S. (12.8 million lbs
Indicated Resources, 8.1 million lbs Inferred Resources). Currently the complex
is on care and maintenance. It was fully permitted in September 2007 and has
excellent infrastructure, access, and is production ready. Haulage to the mill
is along County and State highways.
The technical information in this news release regarding the Henry Mountains
Complex was prepared in accordance with the Canadian regulatory requirements set
out in NI 43-101 and is extracted from the technical reports prepared for DML
titled "Technical Report on the Tony M-Southwest Deposit, Henry Mountains
Complex, Utah, USA" dated March 19, 2009, and "Technical Report on the Henry
Mountains Complex Uranium Project, Utah, U.S.A." dated October 17, 2006, which
are filed on Denison's SEDAR profile and are available for viewing at
www.sedar.com.
Ron Hochstein, President and CEO for Denison, is Denison's Qualified Person (as
defined by National Instrument 43-101) for uranium projects and is responsible
for the technical information related to Denison's U.S. Mining Division
contained in this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release, including any information
relating to the proposed Transaction between Energy Fuels and Denison, the
benefits and synergies of the Transaction, future opportunities for the combined
company and any other statements regarding Energy Fuels' and Denison's future
expectations, beliefs, goals or prospects constitute forward-looking information
within the meaning of applicable securities legislation (collectively,
"forward-looking statements"). All statements in this news release that are not
statements of historical fact (including statements containing the words
"expects", "does not expect", "plans", "anticipates", "does not anticipate",
"believes", "intends", "estimates", "estimates", "projects", "potential",
"scheduled", "forecast", "budget" and similar expressions) should be considered
forward-looking statements. All such forward-looking statements are subject to
important risk factors and uncertainties, many of which are beyond Energy Fuels'
and Denison's ability to control or predict. A number of important factors could
cause actual results or events to differ materially from those indicated or
implied by such forward-looking statements, including without limitation: the
parties' ability to consummate the Transaction; the conditions to the completion
of the Transaction, including the receipt of shareholder approval, court
approval or the regulatory approvals required for the Transaction may not be
obtained on the terms expected or on the anticipated schedule; the ability of
the parties to agree to terms on the definitive agreements relating to the
Transaction; the parties' ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the Transaction; the volatility
of the international marketplace; and other risk factors as described in Energy
Fuels' and Denison's most recent annual information forms and annual and
quarterly financial reports.
Energy Fuels and Denison assume no obligation to update the information in this
communication, except as otherwise required by law. Additional information
identifying risks and uncertainties is contained in Energy Fuels' and Denison's
respective filings with the various provincial securities commissions which are
available online at www.sedar.com. Forward-looking statements are provided for
the purpose of providing information about the current expectations, beliefs and
plans of the management of each of Energy Fuels and Denison relating to the
future. Readers are cautioned that such statements may not be appropriate for
other purposes. Readers are also cautioned not to place undue reliance on these
forward-looking statements, that speak only as of the date hereof.
CAUTIONARY NOTE REGARDING TECHNICAL DISCLOSURE
This news release and the information contained herein does not constitute an
offer of securities for sale in the United Sates and securities may not be
offered or sold in the United States absent registration or exemption from
registration. The terms "Inferred Resources", "Indicated Resources", "Measured
Resources", "Mineral Resources" and "Probable Reserves" used in this news
release are Canadian mining terms as defined in accordance with National
Instrument 43-101 - Standards of Disclosure for Mineral Projects under the
guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum
(the "CIM") Standards on Mineral Resources and Mineral Reserves (the "CIM
Standards"). The CIM Standards differ significantly from standards in the United
States. While the terms "Mineral Resources", Measured Resources", "Indicated
Resources", "Inferred Resources" and "Probable Reserves" are recognized and
required by Canadian regulations, they are not defined terms under standards in
the United States. "Inferred Resources" have a great amount of uncertainty as to
their existence, and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an Inferred Resource
will ever be upgraded to a higher category. Under Canadian securities laws,
estimates of Inferred Resources may not form the basis of feasibility or other
economic studies. Readers are cautioned not to assume that all or any part of
Measured or Indicated Resources or Probable Reserves will ever be converted into
reserves. Readers are also cautioned not to assume that all or any part of an
Inferred Resource exists, or is economically or legally mineable. Accordingly,
information regarding resources and reserves contained or referenced in this
news release containing descriptions of our mineral deposits may not be
comparable to similar information made public by United States companies.
This news release and the information contained herein does not constitute an
offer of securities for sale in the United Sates. The securities have not been
and will not be registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from such registration requirements.
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