Denison Mines Offers To Acquire JNR Resources

Denison Mines Corp. (DNN: Quote, DML.TO) announced the signing of an acquisition agreement pursuant to which Denison will offer to acquire all of the issued and outstanding common shares of JNR Resources Inc. (JNRRF.PK,JNN.V: Quote) by way of a friendly take-over bid.

As per the terms of the Offer, JNR shareholders will receive 0.073 of a Denison common share for each JNR Share deposited under the Offer, provided that no fractional Denison Shares will be issued.

As part of this transaction, Denison also intends to offer replacement warrants and options to holders of outstanding JNR warrants and options on similar terms as adjusted by the Exchange Ratio.

The Offer represents a premium of 53% based on the 20-day volume weighted average share prices of both companies on the TSX and the TSX-V as of November 13, 2012, and a 55% premium to the closing prices immediately prior to announcement. The Offer values JNR at approximately $10 million. Upon completion of the transaction, shareholders of JNR will own 2.0% of Denison.

The board of directors of JNR has unanimously approved entering into the Acquisition Agreement and unanimously recommends that JNR shareholders tender their shares pursuant to the Offer.

The Acquisition Agreement provides for a non-solicitation covenant on the part of JNR, a right in favour of Denison to match any superior proposal and a termination fee of $325,000 payable to Denison in certain circumstances, including if JNR accepts a superior proposal.

The Offer will be open for acceptance for a period of not less than 35 days from its commencement and may be extended from time to time.

Denison and JNR have entered into an unsecured loan agreement pursuant to which Denison will advance $350,000 to JNR.

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by RTT Staff Writer

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