Energy

Denison Mines logo (CNW Group/Denison Mines Corp.)

Denison Mines Corp. ("Denison" or the "Company") (TSX: DML) (NYSE American: DNN) has made a further proposal (an "Acquisition Proposal") to acquire all of the issued and outstanding shares of UEX Corporation ("UEX"). Under the terms of the Acquisition Proposal, UEX shareholders would receive 0.32 shares of Denison in exchange for each share of UEX held, which represents an implied purchase price of $0.51 per UEX share, on a spot basis, as of the market close on August 8, 2022 . View PDF version.

Denison's Acquisition Proposal 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 the one-day volume weighted average price on August 8, 2022 , and a 9% premium to the 20-day volume weighted average price implied by the Amended UEC Agreement.

David Cates , President & CEO of Denison, commented: "Following the expiration of our previous acquisition proposal, which equated to a premium over the Amended UEC Agreement on a 10- and 20-day volume weighted average price basis, and after internal discussions, including with our legal and financial advisors, Denison decided to make a further premium acquisition proposal to UEX.

The success of this offer is subject to the board of UEX determining that it is superior to the Amended UEC Agreement and is also subject to UEC's five-day right to match. We note that on August 5 th , UEC increased its offer in response to Denison's superior acquisition proposal of July 22 nd , and that the UEX board of directors concluded that the amended terms offered by UEC constituted a matching offer – despite the fact it implied a lower UEX price from the perspective of premiums over normalized trading periods.

In making this further offer, we recognize that UEC remains in the 'driver's seat' through its right to match, and that our offer may not ultimately prevail.

That said, we believe that the UEX assets are so complementary to our own portfolio and Athabasca Basin specialization that it would be short-sighted not to afford another opportunity for both Denison and UEX shareholders to prosper from this combination."

In order for the UEX board of directors to consider if the Acquisition Proposal constitutes a "Superior Proposal" under the Amended UEC Agreement, UEX announced that it has postponed the special meeting of UEX securityholders, originally scheduled for August 9, 2022 , to August 15, 2022 .

Denison's Acquisition Proposal is conditional on UEX terminating the Amended UEC Agreement, which will require the UEX board of directors to assess (i) the Acquisition Proposal to be a "Superior Proposal" and (ii) that UEC has failed to match in accordance with the terms of the Amended UEC Agreement.

UEX has been provided with a set of definitive documents to give effect to the Acquisition Proposal on a binding basis, and the parties would be in a position to complete the transaction without undue delay. After UEX determined that Denison's prior 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 definitive documents have already been approved by the Denison board of directors.

As outlined previously, an acquisition of UEX by Denison has the potential to yield multiple benefits:

  • 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.

While Denison is prepared to move ahead with the Acquisition Proposal on an expedited basis, UEC retains its right to match under the Amended UEC Agreement and there can be no assurance that a definitive agreement or any other agreement relating to the Acquisition Proposal will be entered into by UEX or that the Acquisition Proposal, and any transactions related thereto or any other similar transaction, will be approved or consummated by the board or shareholders of UEX. 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 . The Company has an effective 95% 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 of 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% ownership interest in the McClean Lake Joint Venture, which includes several uranium deposits and the McClean Lake uranium mill, which 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 67.01% 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 located within 20 kilometres of the McClean Lake mill. Denison's exploration portfolio includes further interests in properties covering approximately 300,000 hectares in the Athabasca Basin region.

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 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.

Follow Denison on Twitter@DenisonMinesCo

Cautionary Statement Regarding Forward-Looking Statements

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; UEX's announcement of the postponement of its shareholder meeting and the anticipated date thereof; expectations with respect to the terms of the Amended UEC Agreement and the parties' rights and obligations thereunder; 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.

Denison Delivers Further Acquisition Proposal to UEX (CNW Group/Denison Mines Corp.)

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DML:CA,DNN

Global Atomic Commences EPCM Phase for the Dasa Project

Global Atomic Corporation ("Global Atomic" or the "Company"), (TSX: GLO) (OTCQX: GLATF) (Frankfurt: G12) is pleased to announce the signing of Development Consultants Private Limited ("DCPL") of Kolkata, India and Lycopodium Minerals Canada Ltd. ("Lycopodium") to commence the basic and detailed engineering, procurement and Project Management of the Dasa Mine processing plant in the Republic of Niger .

Global Atomic Corporation (CNW Group/Global Atomic Corporation)

These engineering and project delivery firms were selected to form an Integrated EPCM Project Team synthesizing proven uranium processing plant design experience with West African project management and construction experience. DCPL will focus on the Basic and Detailed Engineering required for the design of the Dasa Process Plant, with the initial phase of Basic Engineering now underway. Lycopodium will prepare the Project Execution Plan, provide input for constructability in West Africa and provide project services during this phase with the intention of continuing on to manage plant construction.

All EPCM activity will be guided and supervised by Global Atomic Owner's Team headed by Dr. Santiago Faucher , Chief Technology Officer at Global Atomic. Global Atomic and Dr. Faucher's company, Insight R&D, have now integrated metallurgical, mechanical, and electrical engineering experts with DCPL's team in Kolkata and Lycopodium's team in Toronto to direct work on the Dasa Project. Together, this Integrated EPCM Project Team will develop the detailed design and complete the project delivery, of the Dasa mine processing plant; building on proven results from the 2020 Insight R&D pilot plant trials and the findings of the 2021 Dasa Phase 1 Feasibility Study.

DCPL and Lycopodium have excellent and extensive work histories throughout Africa including technical studies, project reviews and EPCM contracting for over 77 engineering projects in mining and other industries. Additionally, DCPL has designed and built several uranium recovery and process plants and is currently the foremost engineering company in India developing that country's nuclear and uranium sectors. Lycopodium has been actively engaged in 60 mining projects across West Africa and brings recent hands-on project delivery experience in the region.

Global Atomic President and CEO, Stephen G. Roman stated, "Following Global Atomic's announcements regarding our initial off-take agreement, the formation of a banking syndicate to finance the Dasa Project and the incorporation of our Niger operating company, SOMIDA, the commencement of the EPCM phase is our next important milestone to stay on schedule to become one of the world's newest uranium production companies. Similar to most multinational firms, who source specialized engineering from India today, Global Atomic has identified DCPL as having the World's most compelling experience and track record in the design of uranium processing plants. DCPL's uranium experience will reduce project technical risk, while its ability to deliver highly detailed engineered designs will reduce in-field work and enable good project cost control."

" After an extensive selection process, DCPL and Lycopodium emerged to form the best team to undertake the EPCM phase of the Dasa Project. This Integrated EPCM Project Team is committed to completing the project on time and keeping the Dasa Project on schedule to deliver yellowcake to utilities in Q1 2025."

About DCPL

Development Consultants Private Limited ("DCPL"), is an India -based trans-national consulting engineering firm that provides an entire suite of Project Engineering services to its clients in India and around the world, from concept to commissioning, for diverse core sector and speciality projects. DCPL has led projects in many fields including mining, mineral processing and beneficiation, renewable energy and environment, power generation, transmission and distribution, industrial water supply and treatment and industrial wastewater treatment and reuse.

DCPL ( www.dcpl.net.in ) is closely associated with many of the nuclear power projects in India and has engineered approximately 45,000 MW of installed generation capacity, DCPL is one of the leaders in the nuclear field globally.

About Lycopodium

Lycopodium Minerals Canada Ltd., based in Toronto , is a subsidiary of Lycopodium Limited (ASX: LYL) which is headquartered in Perth, Australia , and is a leader in its field, working with clients to provide integrated engineering, construction and asset management solutions.  Lycopodium has the expertise to deliver complex, multidisciplinary projects, through to the provision of feasibility studies and advisory services. Operating across the Resources, Infrastructure and Industrial Processes sectors, they offer a diverse team of industry experts to deliver bespoke and innovative solutions across all commodity types.

With the capability to deliver projects around the world, Lycopodium has offices in Australia , South Africa , Canada , Ghana and the Philippines . For more, visit www.lycopodium.com .

About Global Atomic

Global Atomic Corporation ( www.globalatomiccorp.com ) is a publicly listed company that provides a unique combination of high-grade uranium mine development and cash-flowing zinc concentrate production.

The Company's Uranium Division includes four deposits with the flagship project being the large, high-grade Dasa Project, discovered in 2010 by Global Atomic geologists through grassroots field exploration. With the issuance of the Dasa Mining Permit and an Environmental Compliance Certificate by the Republic of Niger , the Dasa Project is fully permitted for commercial production. The Phase 1 Feasibility Study for Dasa was filed in December 2021 and estimates Yellowcake production to commence by the end of 2024. Mine excavation began in Q1 2022.

Global Atomic's Base Metals Division holds a 49% interest in the Befesa Silvermet Turkey, S.L. ("BST") Joint Venture, which operates a modern zinc production plant, located in Iskenderun, Turkey . The plant recovers zinc from Electric Arc Furnace Dust ("EAFD") to produce a high-grade zinc oxide concentrate which is sold to zinc smelters around the world. The Company's joint venture partner, Befesa Zinc S.A.U. ("Befesa") listed on the Frankfurt exchange under 'BFSA', holds a 51% interest in and is the operator of the BST Joint Venture. Befesa is a market leader in EAFD recycling, with approximately 50% of the European EAFD market and facilities located throughout Europe , Asia and the United States of America .

The information in this release may contain forward-looking information under applicable securities laws. Forward-looking information includes, but is not limited to, statements with respect to completion of any financings; Global Atomics' development potential and timetable of its operations, development and exploration assets; Global Atomics' ability to raise additional funds necessary; the future price of uranium; the estimation of mineral reserves and resources; conclusions of economic evaluation; the realization of mineral reserve estimates; the timing and amount of estimated future production, development and exploration; cost of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental and permitting risks. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "is expected", "estimates", variations of such words and phrases or statements that certain actions, events or results "could", "would", "might", "will be taken", "will begin", "will include", "are expected", "occur" or "be achieved". All information contained in this news release, other than statements of current or historical fact, is forward-looking information. Statements of forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Global Atomic to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Global Atomic and in its public documents filed on SEDAR from time to time.

Forward-looking statements are based on the opinions and estimates of management at the date such statements are made. Although management of Global Atomic has attempted to identify important factors that could cause actual results to be materially different from those forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance upon forward-looking statements. Global Atomic does not undertake to update any forward-looking statements, except in accordance with applicable securities law. Readers should also review the risks and uncertainties sections of Global Atomics' annual and interim MD&As.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this news release.

SOURCE Global Atomic Corporation

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