Energy Fuels Announces Closing of Acquisition of Denison's U.S. Mining Assets and Release of Funds From Subscription Receipt ...
29 Giugno 2012 - 10:25PM
Marketwired Canada
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Energy Fuels Inc. (TSX:EFR) ("Energy Fuels") is pleased to announce the closing
of its previously announced transaction whereby Energy Fuels will acquire all of
the shares of the subsidiaries holding Denison Mines Corp.'s ("Denison") U.S.
mining assets and operations (the "US Mining Division"), as well as all of the
inter-company debt between Denison and the US Mining Division. The transaction
is being completed under a plan of arrangement (the "Arrangement") in accordance
with the Business Corporations Act (Ontario) which was previously approved by
the Ontario Superior Court of Justice. All conditions of closing have now been
satisfied by both parties, and a Certificate of Arrangement giving effect to the
Arrangement has been issued. Under the Arrangement, the following transactions
will take effect at 11:59 p.m. on June 29, 2012: (i) the US Mining Division and
related inter-company debt will be transferred by Denison to Energy Fuels in
exchange for a promissory note and a nominal amount of cash, (ii) Denison will
complete a reorganization of its capital, including a distribution of the
promissory note to its shareholders on a pro rata basis, and (iii) Energy Fuels
will repay the promissory note by issuing approximately 1.106 common shares of
Energy Fuels per Denison common share to the Denison shareholders, all as
previously announced. Upon completion of the Arrangement, Denison shareholders
will, in aggregate, hold approximately 63% of the issued and outstanding common
shares of Energy Fuels.
Effective June 30, 2012, Energy Fuels has increased the size of its board to ten
directors. Ron Hochstein, the President and Chief Executive Officer of Denison,
and Robert Dengler, a Denison director, have been appointed as directors.
In addition, in connection with the closing of the transaction, the net proceeds
of the private placement of subscription receipts completed by Energy Fuels on
June 21, 2012 have been released from escrow and delivered to Energy Fuels.
Energy Fuels issued 35,500,500 common shares and 17,750,250 common share
purchase warrants on the conversion of the subscription receipts. Each warrant
entitles the holder to purchase one additional common share of Energy Fuels at a
price of $0.265 until June 21, 2015. Energy Fuels also issued 4,373,917 common
shares to Dundee Securities Ltd. in part payment for services provided in
connection with the Transaction.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release, including any information
relating to the Transaction and completion of the Arrangement between Energy
Fuels and Denison and any other statements regarding Energy Fuels' or 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", "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
risk factors described in Energy Fuels' and Denison's most recent annual
information forms, annual and quarterly financial reports and management
information circulars.
Energy Fuels assumes 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' 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 Energy Fuels 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, which
speak only as of the date hereof.
This news release and the information contained herein does not constitute an
offer of securities for sale in the United Sates. The securities issued pursuant
to the Arrangement 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.
Grafico Azioni Energy Fuels (TSX:EFR)
Storico
Da Lug 2024 a Ago 2024
Grafico Azioni Energy Fuels (TSX:EFR)
Storico
Da Ago 2023 a Ago 2024