Denison Mines is pleased to announce the execution of a Definitive Share Purchase Agreement with GoviEx Uranium to combine their respective African uranium mineral interests to create the leading African-focused uranium development company.
Under the terms of the Transaction, GoviEx will acquire Denison’s wholly owned subsidiary, Rockgate Capital Corp., which holds all of Denison’s African-based uranium interests (collectively "DML Africa") in exchange for approximately 56.1 million shares of GoviEx (the "Consideration Shares") plus approximately 22.4 million common share purchase warrants of GoviEx (the "Consideration Warrants").
Upon completion of the Transaction, Denison will hold 25% of GoviEx shares outstanding and 28% of GoviEx shares on a fully diluted basis.
The asset portfolio of the combined company will include two permitted uranium development projects – including GoviEx’s Madaouela project in Niger and Denison’s Mutanga project in Zambia. It will also include Denison’s Falea project, an advanced exploration-stage asset project in Mali, and the exploration-stage Dome project in Namibia.
Following completion of the Transaction, GoviEx will control one of the largest uranium resource bases among publicly listed companies, with combined Measured & Indicated resources of 124.29 Mlbs U3O8, plus Inferred resources of 73.11 Mlbs U3O8.
David Cates, President and Chief Executive Officer of Denison, commented: "This transaction will provide Denison shareholders with significant exposure to the Madaouela project, one of the world’s most advanced uranium development assets, while finding an excellent home for our own uranium projects in Africa. This transaction completes Denison’s transition to fully focus on becoming an Athabasca Basin uranium producer."
Govind Friedland, Founder and Executive Chairman of GoviEx, commented: "We welcome the opportunity to join forces with mining industry leader Lukas Lundin, and his team at Denison, to combine Africa’s leading uranium assets into one consolidated vehicle. This Transaction is a win-win as it provides GoviEx with geographical diversification and allows Denison to focus on its core assets in Canada, while enhancing its upside exposure to our combined Africa assets."
Benefits to Denison Shareholders
Ownership in GoviEx’s Madaouela project, one of the few permitted, near-term uranium development projects in the world.
Ability to maintain exposure to the assets of DML Africa through its ownership stake in GoviEx.
Enhanced optionality to the uranium price through the significant ownership of share purchase warrants in GoviEx.
Renewed focus for Denison on its principal assets in the Athabasca Basin of Saskatchewan.
Board representation within GoviEx.
Benefits to GoviEx Shareholders
Creation of a growth-focused African uranium company with a robust project development pipeline and increased jurisdictional diversification, with assets in Niger, Zambia, Mali, and Namibia.
One of the largest combined uranium resource bases, estimated in accordance with NI 43-101, amongst its peer group with combined Measured resources of 28.59 Mlbs U3O8, Indicated resources of 95.70 Mlbs U3O8, and Inferred resources of 73.11 Mlbs U3O8.
Considerable exploration potential to further increase mineral resources, with several drill-ready targets defined at each property.
Mining permits approved or granted in Niger and Zambia, both recognized mining countries with good infrastructure and mining history.
Significant metallurgical testwork and engineering studies already completed on its three principal development assets, providing GoviEx with an opportunity to continue with optimization work.
Strong shareholder base, including Denison, Ivanhoe Industries, Toshiba Corporation and Cameco Corporation.
Pursuant to the terms of the Agreement, GoviEx will acquire DML Africa from Denison in exchange for 56,050,450 Consideration Shares and 22,420,180 Consideration Warrants, being four-tenths of a Consideration Warrant for each Consideration Share to be issued. Each such Consideration Warrant will be convertible into one common share of GoviEx at a price of US$0.15 per share for a period of three years.
The Consideration Warrants will include an acceleration clause which will provide that, in the event that the closing price of GoviEx’s common shares on the Canadian Securities Exchange ("CSE") is equal to or greater than C$0.24 per share for a period of 15 consecutive trading days, GoviEx may provide holders of the Consideration Warrants with written notice that holders have 30 days within which to exercise the Consideration Warrants on the original terms, failing which the exercise price of the Consideration Warrants will be increased to US$0.18 per share and the term of the Consideration Warrants will be reduced by six months.
At the time of closing the Transaction, Denison will ensure that DML Africa is capitalized with a minimum working capital of US$700,000, which is equivalent to the forecasted annual budget for the assets of DML Africa.
For so long as Denison holds at least 5% of the issued and outstanding common shares of GoviEx, Denison will have the right to appoint one director to the GoviEx board of directors and will have the right participate in future GoviEx equity financings in order to maintain its pro-rata ownership.
The Transaction is expected to close on or about May 17, 2016, subject to the receipt of required consents and approvals, as well as the satisfaction of other conditions customary for a transaction of this nature.