TORONTO, ONTARIO, Oct 08, 2013 (Menafn - Marketwired via COMTEX) --Denison Mines Corp. ("Denison") (nyse mkt:DNN)(currency:CAD) announced today that it has applied to the BritishColumbia Securities Commission for relief from the improper defensivetactics of Rockgate Capital Corp. ("Rockgate"). On October 1,Rockgate publicly disclosed that on September 30 it granted stockoptions to acquire 11,000,000 additional common shares of Rockgate,principally to directors and senior officers. These new optionsconstitute almost 10% of Rockgate's currently outstanding shares.Rockgate also disclosed that new or enhanced change of controlbenefits have been granted to certain of its directors and members ofmanagement. Some of these enhanced benefits (none of which werepreviously publicly disclosed by Rockgate) were granted as recentlyas September 23, 2013, which was after the announcement of Denison'soffer to acquire Rockgate.
The terms of Denison's offer include standard conditions designed topreserve Rockgate's business and capital structure as they stoodprior to the announcement of Denison's offer on September 17, 2013.These include a condition that Rockgate not issue any additionaloptions and that it not alter the employment arrangements betweenRockgate and its officers, directors and employees. Denison's offeris conditional on at least 90% of Rockgate's shares being tendered tothe bid, calculated on a fully-diluted basis.
"Denison's offer is strongly supported by Rockgate's largestshareholders. Within the first week of announcing the offer, holdersof more than 30% of Rockgate's shares committed to tender theirshares to the Denison offer," stated Ron Hochstein, Denison'sPresident and Chief Executive Officer. "These actions by Rockgate'smanagement and directors are clearly intended to frustrate theDenison offer and to deprive Rockgate's shareholders of theopportunity to benefit from the transaction we have proposed.Rockgate's management has granted itself benefits while failing tomake any recommendation to Rockgate's shareholders concerning ouroffer. We believe the grant of options was a tactical step intendedto shift the decision-making power from Rockgate's shareholders toRockgate's board and management and we are asking the BritishColumbia Securities Commission to intervene."
Rockgate shareholders requiring assistance may contact Denison'sInformation Agent, Laurel Hill Advisory Group toll free at,1-877-452-7184 (1-416-304-0211 collect outside North America) or byemail at assistance@laurelhill.com).
About Denison's offer
Full details of Denison's offer are included in the formal offer andtakeover bid circular ("Denison's Offer and Circular"), which hasbeen filed with securities regulatory authorities (together with allrelated documents) and is available under Rockgate's profile on SEDARor on Denison's website at www.denisonmines.com.
This press release does not constitute an offer to buy or aninvitation to sell, or the solicitation of an offer to buy orinvitation to sell, any securities of Denison or Rockgate. Such anoffer may only be made pursuant to Denison's Offer and Circular andpursuant to registration or qualification under the securities lawsof any other such jurisdiction.
Denison has filed with the U.S. Securities and Exchange Commission(the "SEC") a Registration Statement on Form F-8 which includesDenison's Offer and Circular. Investors and security holders areurged to read Denison's Offer and Circular regarding the proposedtransaction referred to in this document because it containsimportant information. Investors and security holders may obtain afree copy of Denison's Offer and Circular and certain other offerdocuments filed by Denison with the Canadian provincial securitiesregulators on SEDAR at www.sedar.com, and with the SEC at the SEC'swebsite at www.sec.gov. Copies of any such documents may be obtainedfree of charge upon request made to Sheila Colman, the corporatesecretary of Denison at 595 Bay Street, Suite 402, Toronto, ON,Canada, M5G 2C2.
Depositary and Information Agent
Questions and requests for assistance may be directed toComputershare Investor Services Inc., the Depositary for Denison'soffer, or Laurel Hill Advisory Group, the Information Agent forDenison's offer, at the addresses and telephone numbers set outbelow.
About Denison
Denison is a uranium exploration and development company withinterests in exploration and development projects in Canada, Zambia,Namibia, and Mongolia. Including the high grade Phoenix deposits,located on its 60% owned Wheeler project, Denison's explorationproject portfolio includes 49 projects and totals approximately603,000 hectares in the Eastern Athabasca Basin region ofSaskatchewan. Denison's interests in Saskatchewan also include a22.5% ownership interest in the McClean Lake joint venture, whichincludes several uranium deposits and the McClean Lake uranium mill,one of the world's largest uranium processing facilities, plus a25.17% interest in the Midwest deposit and a 60% interest in theJ-Zone deposit on the Waterbury property. Both the Midwest and J-Zonedeposits are located within 20 kilometres of the McClean Lake mill.Internationally, Denison owns 100% of the conventional heap leachMutanga project in Zambia, an approximate 71% interest in the newlyacquired Dome project in Namibia, and an 85% interest in the in-siturecovery projects held by the Gurvan Saihan joint venture inMongolia.
Denison is engaged in mine decommissioning and environmental servicesthrough its DES division and is the manager of UPC, a publicly tradedcompany which invests in uranium oxide and uranium hexafluoride.
Additional information about Denison is available on Denison'swebsite at www.denisonmines.com or under its profile on SEDAR atwww.sedar.com and on EDGAR at www.sec.gov.
Cautionary Statement Regarding Forward-Looking Statements
Certain information contained in this press release constitutes"forward-looking statements", within the meaning of the United StatesPrivate Securities Litigation Reform Act of 1995 and "forward-lookinginformation" within the meaning of similar Canadian legislationconcerning the business, operations and financial performance andcondition of Denison.
Generally, these forward-looking statements and information can beidentified by the use of forward-looking terminology such as "plans","expects" or "does not expect", "is expected", "budget", "scheduled","estimates", "forecasts", "intends", "anticipates" or "does notanticipate", or "believes", or variations of such words and phrasesor state that certain actions, events or results "may", "could","would", "might" or "will be taken", "occur", "be achieved" or "hasthe potential to".
Forward looking statements are based on the opinions and estimates ofmanagement as of the date such statements are made, and they aresubject to known and unknown risks, uncertainties and other factorsthat may cause the actual results, level of activity, performance orachievements of Denison to be materially different from thoseexpressed or implied by such forward-looking statements. Denisonbelieves that the expectations reflected in forward-lookingstatements and information are reasonable but no assurance can begiven that these expectations will prove to be correct and suchforward-looking statements and information included in this pressrelease should not be unduly relied upon. This information speaksonly as of the date of this press release. In particular, this pressrelease may contain forward-looking statements and information aboutDenison's offer and Denison's ability to complete Denison's offer,the likelihood of the conditions on Denison's offer being satisfied,the anticipated benefits or timing of Denison's offer, and the timingand structure of a subsequent spin-out of a new company followingDenison's offer.
There can be no assurance that such statements or information willprove to be accurate, as Denison's actual results and future eventscould differ materially from those anticipated in any forward-lookingstatements or information as a result of the factors discussed in orreferred to under the heading "Risk Factors" in Denison's AnnualInformation Form dated March 13, 2013 available athttp://www.sedar.com, and in its Form 40-F available athttp://www.sec.gov/edgar.shtml.
Accordingly, readers should not place undue reliance onforward-looking statements or information. These factors are not, andshould not be construed as being, exhaustive. The forward-lookingstatements and information contained in this press release isexpressly qualified by this cautionary statement. Denison does notundertake any obligation to publicly update or revise anyforward-looking statements or information after the date of thispress release to conform such information to actual results or tochanges in Denison's expectations except as otherwise required byapplicable legislation.
Contacts:
Investors and analysts
Ron Hochstein
President, Chief Executive Officer
Sophia Shane
Investor Relations
(416) 979-1991
info@denisonmines.com
The Depositary:
Computershare Investor Services Inc.
Toll-Free Phone: 1-800-564-6253
Toll-Free Facsimile: 1-888-453-0330
corporateactions@computershare.com
The Information Agent:
Laurel Hill Advisory Group
Toll-Free Phone: 1-877-452-7184
Outside of North America Phone: 1-416-304-0211
Facsimile: 1-416-646-2415
assistance@laurelhill.com
SOURCE: Denison Mines Corp.
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