JNR Announces Plan of Arrangement with Denison Mines Corp.
/NOT FOR DISSEMINATION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TSXV: JNN
SASKATOON, SK,
Nov. 28, 2012 /CNW/ - Mr.
Richard Kusmirski, President of JNR
Resources Inc. (TSXV: JNN) ("JNR" or the "Company")
announces Denison Mines Corp. (DML: TSX; DNN: NYSE MKT)
("Denison") and JNR have entered into an Amending Agreement
to amend their previously announced Acquisition Agreement, so that
Denison's 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,
in that JNR shareholders will receive 0.073 of one 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
by Denison of replacement warrants and options to holders of
outstanding JNR 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 TSX
Venture 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,
but 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.
This press release does not constitute an offer
to buy or an invitation to sell, or the solicitation of an offer to
buy or invitation to sell, any securities of Denison or JNR.
Subject to the terms and conditions set forth in the Acquisition
Agreement, as amended, JNR intends to file a notice of meeting,
management information circular and related materials with Canadian
securities regulatory authorities relating to the proposed
transaction, and Denison intends to file a registration statement
and prospectus with the United States Securities and Exchange
Commission (the "SEC"), including the JNR management
information circular and related materials, relating to the
proposed transaction. Investors and security holders are urged to
read these documents, as well as any amendments and supplements to
these documents, when they become available because they will
contain important information. At that time, investors and security
holders may obtain a free copy of the JNR management information
circular and related documents at the Canadian securities
regulators' website at www.sedar.com and a free copy of the
registration statement and prospectus and related documents at the
SEC's website at www.sec.gov. At that time, free copies of
these documents can also be obtained by directing a request to
Denison at 595 Bay Street, Suite 402, Toronto, Ontario, Canada, M5G 2C2. YOU SHOULD
READ THE MANAGEMENT INFORMATION CIRCULAR, PROSPECTUS AND RELATED
MATERIALS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
PROPOSED TRANSACTION.
Additional Information
Additional information about Denison is
available on Denison's website at www.denisonmines.com or
under its profile on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
About JNR Resources Inc.
JNR Resources Inc. is a Canada-based junior uranium exploration
company with mineral properties in the provinces of Saskatchewan and Newfoundland. JNR is led by a highly
experienced management team with proven discovery success in
uranium as well as precious and base metal exploration. The
Company's primary focus is in the Athabasca Basin, recognized as the most
prospective uranium-mining district in the world. JNR controls a
100% interest in six properties in the basin totalling 193,965
hectares and an additional six joint venture properties totalling
129,803 hectares in which Denison Mines Corp. has varying
interests. JNR also holds a 50% interest in the 29,824-hectare
South Fork uranium property located in the Cypress Hills area of
southwestern Saskatchewan, with
joint venture partner Mega Uranium Ltd. In Newfoundland, JNR holds a 73.4% interest
(Altius Mineral Corporation 26.6%) in the 6,450-hectare
Rocky Brook uranium property and is
also in a 50:50 alliance with Altius on its 105,675-hectare
Topsails uranium property.
About Denison
Denison Mines Corp. is a uranium exploration and
development company with interests in exploration and development
projects in Saskatchewan,
Zambia and Mongolia. As well, Denison has a 22.5%
ownership interest in the McClean Lake uranium mill, located in
northern Saskatchewan, which is
one of the world's largest uranium processing facilities.
Denison's exploration project portfolio includes the world-class
Phoenix deposit located on its 60%
owned Wheeler River project also in the Athabasca Basin region of Saskatchewan. Denison is engaged in mine
decommissioning and environmental services through its Denison
Environmental Services (DES) division. Denison is also the
manager of Uranium Participation Corporation (TSX-U), a publicly
traded company which invests in uranium oxide in concentrates and
uranium hexafluoride.
ON BEHALF OF THE BOARD
Rick
Kusmirski
President & CEO
Neither the 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 news release.
The preceding includes forward looking
statements, including statements regarding our ability to complete
the Arrangement, which involves known and unknown risks and
uncertainties which may not prove to be accurate. Actual
results and outcomes may differ materially from what is expressed
or forecasted in these forward-looking statements. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. Among
those factors which could cause actual results to differ materially
are the following: uncertainties as to the timing of the
Arrangement and satisfaction of the conditions thereto, market
conditions and other risk factors listed from time to time in our
documents filed with Canadian securities regulators on SEDAR at
www.sedar.com.
SOURCE JNR Resources Inc.