White Canyon Uranium Ltd (TSX VENTURE: WU)(ASX: WCU) ("White
Canyon") is pleased to announce that it has reached an agreement
with Denison Mines Corp ("Denison"), a publicly listed company
headquartered in Canada, under which Denison will offer to acquire
100% of the fully paid ordinary shares in White Canyon by way of an
off-market takeover (the "Offer").
The Offer
The Offer price is $0.24 cash per White Canyon share ("Offer
Price").
The Offer Price values White Canyon at approximately A$57
million and represents a significant premium to White Canyon's
recent share price as follows:
-- a premium of 20% over the closing price of White Canyon's shares on the
last day prior to the trading halt pending this announcement (18
February 2011) of $0.200;
-- a premium of 23% over the volume weighted average share price of White
Canyon's shares in the 30 trading day period prior to 18 February 2011,
being $0.194; and
-- a premium of 51% over the volume weighted average share price of White
Canyon's shares in the 90 trading day period prior to 18 February 2011,
being $0.159.
The Offer is subject to an Implementation Agreement entered into
by White Canyon and Denison on 23 February 2011 and will be
conditional upon the satisfaction of certain conditions, including
the requirement that Denison acquires a relevant interest in at
least 90% of White Canyon's ordinary share capital on issue during,
or at the end of, the Offer period. A full list of the conditions
of the Offer is attached to this announcement as Appendix A.
The Implementation Agreement also includes a break fee of
$500,000 (excluding GST) payable by either party in certain
circumstances, as well as customary "lock-up" restrictions in
connection with competing proposals. A summary of the key terms of
the Implementation Agreement is attached to this announcement as
Appendix B.
The Directors of White Canyon have engaged PKF as an Independent
Expert to opine on whether the Offer is fair and reasonable.
Mike Shumway, the operations manager of White Canyon and
substantial shareholder, has entered into a Pre-Bid Acceptance Deed
with Denison, agreeing to accept the Offer, or any improvement of
the Offer, in the absence of a Superior Proposal and subject to the
Independent Expert not opining that the Takeover Bid is not fair
and not reasonable to shareholders of White Canyon. This acceptance
of the Offer is with respect to those shares held by Mike Shumway
that represent 19.9% of the fully diluted shares of White
Canyon.
Recommendation
The Directors of White Canyon, with the assistance of its
advisors, have carefully considered the intended Offer and
unanimously recommend that Shareholders accept the Offer in the
absence of a superior proposal and subject to an independent expert
not opining that the Offer is not fair and not reasonable. The
Directors further advise that they will accept the Offer in respect
of any shares in White Canyon that they own or control, whether
currently held or those to be issued upon exercise of any White
Canyon options held, subject in each case to there being no
superior proposal and subject to an independent expert not opining
that the Offer is not fair and not reasonable. The Directors
collectively have a relevant interest in approximately 8.5% of
White Canyon's fully diluted share capital.
Comment
Commenting on the Offer, the Chief Executive Officer of White
Canyon, Mr Mike Bynum, said "The White Canyon Uranium Board of
Directors has invested a great deal of time and effort in closely
evaluating the offer by Denison. After thorough consideration of
all aspects of the company's future prospects and challenges, we
unanimously support and recommend the Offer from Denison as being
in the best interest of White Canyon Uranium and our
shareholders."
Timetable
White Canyon understands that the Bidder's Statement will be
lodged with ASIC and dispatched to White Canyon Shareholders around
mid-March 2011. This document will outline the full details of the
Offer and the Offer process, as well as instructions on how to
accept the Offer.
Advisors
White Canyon is being advised by Apex Capital Partners as
financial advisor and Norton Rose Australia as Australian legal
advisor and Salley Bowes Harwardt as Canadian legal advisor.
Denison is being advised by Cormark Securities as financial
advisor and Blakes, Cassels & Graydon as Canadian legal advisor
and Price Sierakowski as Australian legal advisor.
White Canyon has appointed PKF as an independent expert, as well
as Ross Glanville and Bruce McKnight as mining valuation
experts.
About White Canyon
White Canyon Uranium Ltd is a Perth, Western Australia-based
company focused on acquisition, exploration, and development of
uranium producing properties. The company's U.S. operations are
headquartered in Moab, Utah and comprise multiple mining tenements
covering approximately 15,500 acres in Southern Utah.
About Denison
Denison Mines Corp. is an intermediate uranium producer in North
America, with mining assets in the Athabasca Basin region of
Saskatchewan, Canada and the southwest United States including
Colorado, Utah and Arizona. The company has ownership interests in
two conventional uranium mills in North America. Denison also has a
strong exploration and development portfolio including the Phoenix
discovery in the Athabasca Basin as well as large land positions in
the United States, Canada, Mongolia and Zambia.
Attachments
A. Conditions of the Offer
B. Summary of Key Terms of Implementation Agreement
Attachment A: Conditions of Offer
The completion of the Offer and any contract that results from
acceptance of the Offer are subject to fulfilment or waiver of the
following conditions:
1. Minimum Acceptance
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At or before the end of the Offer Period, Denison has a relevant interest
in more than 90% (by number) of the sum of the Shares on issue at that
time.
2. Regulatory approvals
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The Offer is subject to all necessary relevant Regulatory Approvals being
obtained.
3. Change in control by contract
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The Offer is subject to there being no existing material agreements or
arrangements under which other parties have rights to terminate or vary a
material agreement or arrangement with White Canyon or acquire a material
interest in White Canyon as a result of Denison's acquisition of Shares,
except where a waiver has been given.
4. Material Adverse Change and Prescribed Occurrence
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There being no Material Adverse Change or Prescribed Occurrence between
23 February 2011 and the end of the Offer Period (each inclusive).
5. No material failure in ASX filings
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Between 23 February 2011 and the end of the Offer Period, Denison does
not become aware that a document filed by White Canyon with the ASX
contains a materially incorrect or misleading statement or has material
omission and, if capable of remedy, that statement is not remedied by
White Canyon within 5 Business Days of receiving notice from Denison or
ASX of the details of the statement or omission.
Attachment B: Summary of the Implementation Agreement
The following is a summary of the key terms of the
Implementation Agreement between White Canyon and Denison.
1. No-Shop Obligation
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1.1 No Solicitation
Subject to paragraph 1.3, during the No-Shop Period, White Canyon must
ensure that neither it nor any of its employees, officers, agents,
consultants or Advisers (and, to the extent it is reasonably able to
influence them, its associates), except with the prior written consent
of Denison, directly or indirectly solicit or initiate any expression
of interest, offer or proposal by any person other than Denison to:
(a) acquire or become the holder (whether by share purchase,
scheme, capital reconstruction, purchase of assets,
tender offer or otherwise) of, or otherwise have an
economic interest in:
(1) all or a substantial part of White Canyon's business;
or
(2) greater than 20% of White Canyon's share capital;
(b) acquire control (as determined in accordance with section
50AA of the Corporations Act) of White Canyon; or
(c) otherwise acquire or merge with White Canyon (whether by
way of joint venture,dual listed company structure or
otherwise),
but nothing in this paragraph prevents either party continuing to make
normal presentations to brokers, portfolio investors and analysts in
the ordinary course of business.
1.2 White Canyon Board's Obligations
Subject to paragraph 1.3 during the No-Shop Period, White Canyon Board
must not:
(a) approve, or recommend to Shareholders any transaction of
the kind set out in paragraphs 1.1(a), 1.1(b), and
1.1(c); or
(b) give any information regarding the business or affairs of
either White Canyon or Denison or any of their controlled
entities:
(1) that is confidential and commercially sensitive; and
(2) that could be used by a competitor or potential
competitor of that Party to cause material prejudice
to the Party or any of its controlled entities, or
the Takeover Bid,
to a competitor or potential competitor of White Canyon or Denison
respectively.
1.3 Response to Superior Proposal
Neither paragraphs 1.1, 1.2 or 1.4:
(a) require White Canyon to perform any obligation which:
(1) would, in the opinion of White Canyon Board
determined in good faith,involve a breach of the
fiduciary duties owed by any White Canyon director;
or
(2) would otherwise be unlawful;
(b) prevent White Canyon or any of its employees, officers,
agents, consultants or Advisers continuing to make normal
presentations to brokers, portfolio investors and
analysts in the ordinary course of business; or
(c) for the avoidance of doubt, but without limiting
paragraphs 1.3(a) or 1.3(b), prevent White Canyon meeting
or negotiating with, and providing information concerning
White Canyon or its Subsidiaries to, any person who makes
an unsolicited offer which, in the reasonable judgment of
White Canyon Board, is likely to lead to a Superior
Proposal.
1.4 Notification of Approaches
During the No-Shop Period, White Canyon must, subject always to
paragraphs 1.3, notify Denison promptly if it becomes aware of any
negotiations or discussions, or of any approach to initiate any
negotiations or discussions in respect of any expression of interest,
offer or proposal or any formal expression of interest, offer or
proposal of a kind referred to in paragraph 1.1, which is to proceed
or in respect of which due diligence investigations are to be
undertaken.
2. Break Fee
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2.1 Payable by White Canyon
White Canyon undertakes to Denison that if the BIA is terminated by
Denison:
(a) under paragraphs 3.1(b) , 3.1(c), 3.1(e) or 3.1(j) set
out below; or
(b) pursuant to a breach of a representation or warranty
given by White Canyon under the BIA,
then White Canyon must pay to Denison the Break Fee within 10 Business
Days of receipt of notice in accordance with the BIA.
2.2 Repayment by Denison
If:
(a) Denison or White Canyon (as applicable) terminates the BIA in
accordance with paragraphs 3.1(c) or 3.1(e); and
(b) White Canyon has paid the Break Fee to Denison; and
(c) Denison makes a proposal for White Canyon within 2 months of the
date the BIA is terminated in accordance with paragraphs 3.1(c) or
3.1(e) which is superior to the Superior Proposal and is
recommended by White Canyon Board,
then Denison must repay the Break Fee to White Canyon within 10
Business Days of the Target Board recommending the proposal.
2.3 Payable by Denison
The Denison must pay to White Canyon the Break Fee within 10 Business
Days of receipt of notice in accordance with this Agreement if:
(a) Denison withdraws the Takeover Bid other than in accordance with
paragraph 3.1 or the Corporations Act; or
(b) there is a breach of a representation or warranty given by Denison
under the BIA.
3. Termination Rights
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3.1 Right to Terminate
The BIA may be terminated at any time prior to the last day of the
Offer Period:
(a) by either Denison or White Canyon if any court or regulatory
authority has issued an order, decree or ruling or taken any other
action permanently enjoining, restraining or otherwise prohibiting
the Takeover Bid, or has refused to do anything necessary to
permit the Takeover Bid, and the order, decree, ruling, other
action or refusal has become final and non-appealable;
(b) by either Denison or White Canyon if the other is in material
breach of the BIA and, to the extent that where the breach is
capable of rectification, the Party not in breach has given
written notice to the other setting out the relevant circumstances
and stating an intention to terminate, and the breach has not been
rectified within 5 Business Days or within the period ending on
5pm on the day prior to the last day of the Offer Period
(whichever is the shorter period);
(c) by Denison if:
(1) White Canyon Board has received a Superior Proposal; and
(2) White Canyon Board withdraws or adversely modifies White
Canyon Board Recommendation and concurrently approves or
recommends the implementation of a Superior Proposal;
(d) by White Canyon or Denison if Denison does not receive acceptances
of Offers for 90% of the Shares at the end of the Offer Period in
accordance with the minimum bid acceptance condition in the Agreed
Bid Terms and Denison has not otherwise waived that condition;
(e) by either White Canyon or Denison if:
(1) White Canyon Board has received a Superior Proposal; and
(2) pursuant to that Superior Proposal the proponent of the
Superior Proposal becomes entitled to or increases its
entitlement to more than 50% of the voting power (as defined
in the Corporations Act) in White Canyon,
during the Offer Period;
(f) by Denison if there is a breach by White Canyon of a representation or
warranty given by White Canyon under the BIA;
(g) by either Party if any of the Agreed Bid Terms is not satisfied or
waived;
(h) by either Party if the Independent Expert opines that the Takeover Bid
is not fair and not reasonable to Shareholders;
(i) by White Canyon if the terms and conditions of the Offer differ in any
material respect from the Agreed Bid Terms;
(j) by Denison if:
(1) any director of White Canyon does not recommend or indicates that he
or she will not recommend the Offer; or
(2) any director of White Canyon does not accept the Offer in respect of
any Shares that they, or their associates, own or control; or
(3) all of the Options have not been either cancelled or acquired by
Denison pursuant to an agreement to cancel or acquire as
contemplated in the BIA,
and both:
(4) White Canyon has not received a Superior Proposal; and
(5) the Independent Expert does not opine and continues to not opine
that the Takeover Bid is not fair and not reasonable to
Shareholders; or
(k) by White Canyon or Denison if the Offer lapses or the Offer Period
expires and the Takeover Bid has not been declared free from the
Agreed Bid Terms (i.e. become unconditional) prior to the expiry of
the Offer Period.
4. Definitions
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Term Meaning
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Adviser means a lawyer, accountant, banker, financier or other
professional adviser, engaged or consulted by a Party;
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Agreed Bid Terms means the terms and conditions on which the Takeover Bid
is made in accordance with the BIA.
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BIA means the agreement entered into between Denison and
White Canyon dated 23 February 2011 pursuant to which
Denison will make the Takeover Bid.
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Break Fee means $500,000.
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Denison Denison Mines Corp.
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Material Adverse means, between 23 February 2011 and the end of the Offer
Change Period (each inclusive), any matter, event or circumstance
that is, or is reasonably likely to have a materially
adverse effect on:
(i) the ability of White Canyon to perform its
obligations under the BIA;
(ii) the financial position, performance or prospects of
White Canyon or any of its Subsidiaries or their
respective businesses or affairs,
that, individually or when aggregated together, would
reasonably be expected to result in a diminution of the
net assets of White Canyon by more than $500,000, other
than:
(iii) any matter, event or circumstance which the parties
agree in writing is not a Material Adverse Change;
(iv) matters that are required to be done in order to
implement the Takeover Bid; or
(v) matters which White Canyon fully and fairly
disclosed to Denison or in an announcement made to
the ASX prior to the Announcement Date.
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No-Shop Period means the period from and including 23 February 2011 to
the earlier of:
(i) 6 months from the date of the BIA;
(ii) the termination of the BIA in accordance with its
terms; and
(iii) the last day of the Offer Period.
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Offer means the offer to acquire the Shares made in connection
with the Takeover Bid.
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Offer Period means the period that the Offer is open for acceptance.
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Options means the options to be issued to the directors and the
company secretary as approved by the shareholders of White
Canyon at the Annual General Meeting held on 30 November
2010.
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Prescribed means (other than as required or contemplated by the BIA)
Occurrence the occurrence of any of the following:
(i) White Canyon converting all or any of its Shares into
a larger or smaller number of Shares under section
254H of the Corporations Act;
(ii) White Canyon or a Subsidiary of White Canyon
resolving to reduce its share capital in any way or
reclassifying, combining, splitting or redeeming or
repurchasing directly or indirectly any of its
shares;
(iii) White Canyon or a Subsidiary of White Canyon:
A. entering into a buy-back agreement; or
B. resolving to approve the terms of a buy-back
agreement under section 257C(1) or 257D(1) of the
Corporations Act;
(iv) White Canyon or a Subsidiary of White Canyon
declaring, paying or distributing any dividend, bonus
or other share of its profits or assets which has not
been declared on or before the date of BIA;
(v) White Canyon or a Subsidiary of White Canyon issuing
shares, or granting an option over its shares, or
agreeing to make such an issue or grant such an
option, other than:
A. the issue of Options to the directors and the
company secretary of White Canyon; and
B. the conversion of the $US2.5 million secured
convertible note established on 16 July 2010 with
Ms Lulu Yu into 23,583,626 Shares;
(vi) White Canyon or a Subsidiary of White Canyon issuing
or agreeing to issue, securities convertible into
Shares or debt securities;
(vii) White Canyon or a Subsidiary of White Canyon making
any change to its constitution;
(viii) White Canyon or a Subsidiary of White Canyon
disposing, or agreeing to dispose, of the whole, or a
substantial part, of its business or property;
(ix) White Canyon or a Subsidiary of White Canyon:
A. acquiring or disposing of;
B. agreeing to acquire or dispose of; or
C. offering, proposing, announcing a bid or
tendering for,
any business, assets, entity or undertaking
("Acquisition or Disposal Event"), the value of
which, when aggregated with any other Acquisition or
Disposal Event, exceeds $500,000, without Denison's
prior written consent (consent will be deemed to be
given by Denison if Denison does not respond in
writing to White Canyon's request for consent within
2 Business Days after White Canyon's request is given
to Denison) otherwise than in the ordinary course of
business;
(x) White Canyon or a Subsidiary of White Canyon
creating, or agreeing to create, any mortgage,
charge, lien or other encumbrance over the whole, or
a substantial part, of its business or property
otherwise than:
A. in the ordinary course of business; and
B. a lien or other encumbrance which arises by
operation of law or legislation securing an
obligation that is not yet due;
(xi) White Canyon or a Subsidiary of White Canyon:
A. entering into any contract or commitment
requiring payments by White Canyon and its
Subsidiary in excess of $500,000 ("Contract"); or
B. accepting as a settlement or compromise of a
material matter (relating to an amount in excess
of $500,000), less than the full compensation due
to White Canyon or a Subsidiary of White Canyon,
otherwise than in the ordinary course of business
except with the prior written consent of Denison
(consent will be deemed to be given by Denison, if
Denison does not respond in writing to White Canyon's
request for consent within 2 Business Days after
White Canyon's request is given to Denison);
(xii) the Court making an order for the winding up of White
Canyon or of a Subsidiary of White Canyon;
(xiii) an administrator of White Canyon or of a Subsidiary
of White Canyon being appointed under the
Corporations Act;
(xiv) White Canyon or a Subsidiary of White Canyon being
deregistered as a company or otherwise dissolved;
(xv) White Canyon or a Subsidiary of White Canyon
executing a deed of company arrangement;
(xvi) a receiver, or a receiver and manager, being
appointed in relation to the whole, or a substantial
part, of the property of White Canyon or of a
Subsidiary of White Canyon; or
(xvii) White Canyon or a Subsidiary of White Canyon
licensing, selling or otherwise giving any third
party rights under any of the material Intellectual
Property that White Canyon or a Subsidiary of White
Canyon owns or has a right to use, other than in the
ordinary course of business or pursuant to
contractual requirements in effect on the date of the
BIA.
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Regulatory means any consent, registration, filing, agreement,
Approvals notarisation, certificate, licence, approval, permit,
authority or exemption from, by or with a Governmental
Agency necessary to implement the Takeover Bid.
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Share means a fully paid ordinary share in the capital of White
Canyon, including all shares on issue as at the end of
the Offer Period.
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Subsidiary has the meaning given in Section 9 of the Corporations
Act.
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Superior Proposal means a bona fide written offer made by a person other
than Denison to:
(i) acquire or become the holder (whether by share
purchase, scheme, capital reconstruction, purchase of
assets, tender offer or otherwise) of, or otherwise
have an economic interest in:
A. all or a substantial part of White Canyon's
business; or
B. greater than 20% of White Canyon's share capital;
(ii) acquire control (as determined in accordance with
section 50AA of the Corporations Act) of White
Canyon; or
(iii) otherwise acquire or merge with White Canyon
(whether by way of joint venture, dual listed
company structure or otherwise),
on terms which White Canyon Board determines in good
faith (after consultation with its Advisers) to be
superior from the viewpoint of White Canyon and its
Shareholders (taking into account, among other things,
all legal, financial, regulatory and other aspects of the
offer and the identity of the offer or) to the Takeover
Bid provided for in the BIA.
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Takeover Bid means a takeover bid made by Denison that satisfies the
requirements of the BIA and complies with all applicable
provisions of the Corporations Act.
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White Canyon White Canyon Uranium Limited (ACN 115 453 962)
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White Canyon means the board of directors of White Canyon.
Board
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White Canyon means the statement of White Canyon Board unanimously
Board recommending the transaction the subject of the BIA
Recommendation subject to:
(i) White Canyon Board withdrawing its recommendation in
the discharge of its fiduciary duties, including in
the event that:
(A) White Canyon receives a Superior Proposal; or
(B) the Independent Expert opines that the Takeover
Bid is not fair and not reasonable to White
Canyon Shareholders; and
(ii) any White Canyon directors' duties under White
Canyon's constitution, the Corporations Act and at
general law.
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Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: White Canyon Uranium Ltd Mike Bynum Chief Executive
Officer +1 435 259 2333 mikeb@whitecanyonuranium.com
www.whitecanyonuranium.com.au Denison Mines Corp. Ron Hochstein
President and Chief Executive Officer +1 416 979 1991
rhochstein@denisonmines.com
Grafico Azioni White Canyon Uranium Ltd Ord (TSXV:WU)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni White Canyon Uranium Ltd Ord (TSXV:WU)
Storico
Da Giu 2023 a Giu 2024
