Welcome!

News Feed Item

Denison Mines Signs LOI to Acquire International Enexco

Separate LOI Signed for Contact Copper Project

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/19/14 -- International Enexco Limited - (TSX VENTURE: IEC)(OTCQX: IEXCF)(FRANKFURT: I6E) -

Highlights


--  Combined offers represent an 63% premium to IEC shareholders
--  Increased exposure to a diversified, world class uranium exploration,
    development, and production portfolio including Denison's Wheeler River
    Project
--  IEC shareholders to retain majority ownership in CopperBank, a new
    platform focused on consolidating prospective copper deposits

International Enexco Ltd. ("IEC") is pleased to announce that it has entered into two separate Letters Of Intent (each an "LOI"), the first of which ("First LOI") has defined the terms on which Denison Mines Corp. ("Denison") will acquire all of the issued and outstanding common shares of IEC (the "Denison Transaction") in exchange for 0.26 of a common share of Denison and one share or portion thereof (each a "SpinCo Share") in Enexco International Inc. and/or such other subsidiary holding directly or indirectly 100% of IEC's Contact Copper Project and any other US mineral properties owned by IEC ("Enexco US"), for each share of IEC held (together, the "Denison Consideration"). Each SpinCo Share will entitle holders to receive a proportionate share of the after-tax proceeds, net of a contribution to transaction costs, from the disposition of Enexco US. The net results of the Denison Transaction, following completion of the disposition of Enexco US, will be the acquisition by Denison of IEC and its interests in the highly-prospective Mann Lake Uranium Project and a 20% interest in Denison's Bachman Lake Uranium Project, both located in the Athabasca Basin of Saskatchewan.

Simultaneously, IEC has entered into a second LOI ("Second LOI"), being a tripartite agreement with Full Metal Minerals Ltd. ("Full Metal") and Choice Gold Corp. ("Choice") to affect the acquisition by Choice of Enexco US and the Contact Copper Project and of the Pyramid copper-gold property from Full Metals. This second transaction (the "Choice Transaction") is intended to represent the disposition of Enexco US referenced above. Pursuant to the Second LOI, each Full Metal shareholder will receive 2.0 common shares of Choice and 1.0 listed share purchase warrant of Choice (each whole warrant a "Copper Warrant"), with each Copper Warrant exercisable for 5 years at a price of $0.10 per share (pre consolidation) (together, the "Full Metal Consideration"). Concurrently, each IEC shareholder will receive 8.8 common shares of Choice and 4.4 Copper Warrants (together, the "Choice Consideration"). Both the Full Metal Consideration and the Choice Consideration will be distributed to Full Metal and IEC shareholders on a pro-rata basis. It is anticipated that Choice will be renamed CopperBank Resources Corp. ("CopperBank") and complete a five for one share consolidation upon closing of the Denison Transaction and the Choice Transaction (together, the "Transactions"). In addition, prior to the completion of the Transactions, Choice is to complete a financing no less than $2 million for Copperbank.

The Denison Consideration, in addition to the Choice Consideration (together, the "Consideration") results in an offer of $0.64 per share of IEC (based on Denison's closing share price on the Toronto Stock Exchange on March 19, 2014(1). The Consideration represents a premium of 63% to IEC's closing share price on the TSX Venture Exchange on March 19, 2014, and a premium of 61% to IEC's trailing 20-day volume weighted average price ("VWAP") as of March 19, 2014 and based on Denison's VWAP over the same time period.

(1) Choice Consideration based on the anticipated financing price of $0.02 per share (pre consolidation), and black-scholes valuation inputs of 1.5% risk free rate and 50% volatility.

Upon completion of the Transactions, IEC shareholders (excluding Denison) will collectively own 2.1% of the outstanding shares of Denison and 54.5% of CopperBank.

Transaction Benefits

IEC believes that the Transactions will result in numerous significant benefits to the shareholders of the company, including:


--  Exposure to a diversified and world class uranium exploration,
    development, and production portfolio through the Denison shares
    received as part of the Denison Consideration
--  Excellent liquidity attributable to the Denison Consideration, giving
    IEC shareholders enhanced flexibility
--  Continued leverage to IEC's Contact Copper Project in Nevada through
    majority ownership of CopperBank, an exciting new platform focused on
    consolidating prospective copper assets in low-risk jurisdictions
--  Continued board representation, with IEC holding three of five board
    seats of CopperBank
--  Continued management representation, with Bill Willoughby (Chief
    Operating Officer of IEC) to be appointed as President of CopperBank
--  Exposure to the prospective large-tonnage Pyramid Copper-Gold Project in
    Alaska, currently held by Full Metal, increasing shareholder leverage to
    copper
--  Commitment of a minimum $2 million financing into CopperBank by the time
    of closing the Transactions

Arnold Armstrong, Chief Executive of IEC noted: "We are very pleased to be able to present these two transactions to shareholders. Denison has been a strong partner for IEC since their initial investment into IEC in 2012. We look forward to giving shareholders the opportunity to be a part of Denison's larger exploration portfolio, within which Mann Lake is an excellent fit. With CopperBank, shareholders will retain majority exposure to the Contact Copper Project, while gaining an ownership stake in Full Metal's prospective Pyramid deposit in Alaska, all within the context of a new investment entity which shall be fully funded and will pursue an aggressive path ahead."

Key Conditions Precedent for the Denison Transaction:


--  Shareholder approval by IEC shareholders; and
--  Approval of applicable regulatory authorities, including the TSX, NYSE
    MKT, and the TSX Venture Exchange.

Key Conditions Precedent for the Choice Transaction:


--  Approval by IEC shareholders, Full Metal shareholders and Choice
    shareholders;
--  Completion of the acquisition of Full Metal Minerals (U.S.A.) Inc. by
    Choice;
--  Completion of the Denison Transaction;
--  Choice shall have completed a financing for $2 million into CopperBank;
    and
--  Approval of applicable regulatory authorities including the TSX Venture
    Exchange.

Transaction Summary

IEC expects the Denison Transaction will take place by way of a plan of arrangement or such other structure to be determined in a manner that is mutually agreeable from a tax perspective to IEC and Denison shareholders. Pursuant to the terms of the First LOI, the Denison Transaction is conditional upon a number of items, including, without limitation, the approval of the board of directors of each party and the entering into of a definitive arrangement agreement (the "Arrangement Agreement"). The Arrangement Agreement will provide that in certain circumstances, if the Denison Transaction is not completed or an alternative transaction is completed within 12 months of this announcement, a break fee of $500,000 will be payable by IEC to Denison.

Concurrently, IEC will enter into an Asset Purchase Agreement (the "Purchase Agreement") with Choice for the sale of Enexco US. The Asset Purchase Agreement will provide that if Full Metal or IEC completes an alternative transaction (other than in relation to IEC's uranium properties) is completed within 12 months of this announcement, a break fee of $50,000 will be payable to Choice by each of Full Metal and IEC, as applicable.

Full details of the Transactions will be included in the formal Arrangement Agreement, the Purchase Agreement, and IEC's management information circular to be filed with regulatory authorities and mailed to IEC shareholders in accordance with applicable securities laws. The Transactions will be subject to the approval of 66-2/3% of IEC shareholders who vote at the meeting.

Upon completion of the Transactions, it is anticipated that the Board of Directors of CopperBank will be comprised of Brad Armstrong, Dan Frederiksen and Todd Hilditch from IEC, along with Rob McLeod from Full Metal, and Gianni Kovacevic from Choice. It is expected that Rob McLeod will be appointed CEO of CopperBank and Bill Willoughby will be appointed President.

The Transactions are expected to be completed in June 2014 or such later date as the parties may mutually agree.

Denison presently owns 8.4% of the outstanding shares of IEC. Ron Hochstein, a director of Denison, has resigned from his position as a director of IEC so as to avoid any conflicts of interest regarding Denison's proposed acquisition of IEC.

Advisors

IEC has engaged Haywood Securities Inc. as its financial advisor and Armstrong Simpson as its legal advisor in connection with the Transactions. Full Metal has engaged Dumoulin Black LLP as its legal counsel.

About International Enexco Limited

International Enexco Limited is a North American exploration and development company focused on the feasibility stage, 100% owned, Contact Copper project in northern Nevada and the Mann Lake and Bachman Lake uranium projects located in Saskatchewan's prolific Athabasca Basin. The Mann Lake project is a joint venture with Cameco (52.5%) as operator, Enexco (30%) and AREVA (17.5%) - two of the world's largest uranium companies. The Bachman Lake project is a joint venture with Denison (80%) as operator and Enexco (20%).

On behalf of the Board of Directors,

G. Arnold Armstrong, President & CEO

Certain information regarding the Company including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental and permitting risks, access to labour and services, competition from other companies and ability to access sufficient capital. Although the Company believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral exploration and development of mines is an inherently risky business. For more information on the Company and the risks and challenges of its business, investors should review their annual filings that are available at www.sedar.com

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 of this news release. We seek safe harbour.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
One of biggest questions about Big Data is “How do we harness all that information for business use quickly and effectively?” Geographic Information Systems (GIS) or spatial technology is about more than making maps, but adding critical context and meaning to data of all types, coming from all different channels – even sensors. In his session at @ThingsExpo, William (Bill) Meehan, director of utility solutions for Esri, will take a closer look at the current state of spatial technology and ar...
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
Complete Internet of Things (IoT) embedded device security is not just about the device but involves the entire product’s identity, data and control integrity, and services traversing the cloud. A device can no longer be looked at as an island; it is a part of a system. In fact, given the cross-domain interactions enabled by IoT it could be a part of many systems. Also, depending on where the device is deployed, for example, in the office building versus a factory floor or oil field, security ha...
Ask someone to architect an Internet of Things (IoT) solution and you are guaranteed to see a reference to the cloud. This would lead you to believe that IoT requires the cloud to exist. However, there are many IoT use cases where the cloud is not feasible or desirable. In his session at @ThingsExpo, Dave McCarthy, Director of Products at Bsquare Corporation, will discuss the strategies that exist to extend intelligence directly to IoT devices and sensors, freeing them from the constraints of ...
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, discussed how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved efficienc...
Businesses are struggling to manage the information flow and interactions between all of these new devices and things jumping on their network, and the apps and IT systems they control. The data businesses gather is only helpful if they can do something with it. In his session at @ThingsExpo, Chris Witeck, Principal Technology Strategist at Citrix, will discuss how different the impact of IoT will be for large businesses, expanding how IoT will allow large organizations to make their legacy ap...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
SYS-CON Events announced today that CDS Global Cloud, an Infrastructure as a Service provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. CDS Global Cloud is an IaaS (Infrastructure as a Service) provider specializing in solutions for e-commerce, internet gaming, online education and other internet applications. With a growing number of data centers and network points around the world, ...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lea...
24Notion is full-service global creative digital marketing, technology and lifestyle agency that combines strategic ideas with customized tactical execution. With a broad understand of the art of traditional marketing, new media, communications and social influence, 24Notion uniquely understands how to connect your brand strategy with the right consumer. 24Notion ranked #12 on Corporate Social Responsibility - Book of List.
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Technology vendors and analysts are eager to paint a rosy picture of how wonderful IoT is and why your deployment will be great with the use of their products and services. While it is easy to showcase successful IoT solutions, identifying IoT systems that missed the mark or failed can often provide more in the way of key lessons learned. In his session at @ThingsExpo, Peter Vanderminden, Principal Industry Analyst for IoT & Digital Supply Chain to Flatiron Strategies, will focus on how IoT de...
SYS-CON Events announced today that LeaseWeb USA, a cloud Infrastructure-as-a-Service (IaaS) provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LeaseWeb is one of the world's largest hosting brands. The company helps customers define, develop and deploy IT infrastructure tailored to their exact business needs, by combining various kinds cloud solutions.
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....