Denison Mines Reports Arrangement Plan with JNR
Denison Mines Corp. (NYSE Amex: DNN) and JNR Resources Inc. ("JNR") announced today that they have entered into an Amending Agreement to amend their previously announced Acquisition Agreement, so that the acquisition of JNR will now proceed by way of a Plan of Arrangement (the "Arrangement") instead of a take-over bid (the "Bid"). The acquisition of JNR shares under the Arrangement will occur on substantially the same terms as the Bid, namely JNR shareholders will receive 0.073 of a Denison common share (the "Exchange Ratio") in exchange for each JNR common share held on the record date of December 12, 2012. The Arrangement will also provide for the issuance of replacement warrants and options to holders of outstanding warrants and options on similar terms as adjusted by the Exchange Ratio. The completion of the Arrangement will be subject to usual terms and conditions, including the following: a. Approval of the Arrangement by special resolution of JNR's shareholders, optionholders and warrantholders; b. Court approval of the Arrangement; c. Receipt of any required third party approvals and consents; and d. Receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange.
Key provisions of the Acquisition Agreement, such as the non-solicitation covenant on the part of JNR, the right in favour of Denison to match any superior proposal and the termination fee of $325,000 payable to Denison in certain circumstances including if JNR accepts a superior proposal, have not been amended. The Arrangement allows the transaction to be completed within the same approximate time frame as the Bid, with closing planned for February 1, 2013, on a more cost effective basis. Documents relating to the Arrangement, including the information circular required in connection with JNR's special shareholder meeting scheduled for January 28, 2013, are to be mailed to JNR shareholders in early January 2013.
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