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) -


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

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.


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
I'm a lonely sensor. I spend all day telling the world how I'm feeling, but none of the other sensors seem to care. I want to be connected. I want to build relationships with other sensors to be more useful for my human. I want my human to understand that when my friends next door are too hot for a while, I'll soon be flaming. And when all my friends go outside without me, I may be left behind. Don't just log my data; use the relationship graph. In his session at @ThingsExpo, Ryan Boyd, Engi...
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
Join Impiger for their featured webinar: ‘Cloud Computing: A Roadmap to Modern Software Delivery’ on November 10, 2016, at 12:00 pm CST. Very few companies have not experienced some impact to their IT delivery due to the evolution of cloud computing. This webinar is not about deciding whether you should entertain moving some or all of your IT to the cloud, but rather, a detailed look under the hood to help IT professionals understand how cloud adoption has evolved and what trends will impact th...
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, will draw together recent research and lessons learned from emerging and established ...
Whether they’re located in a public, private, or hybrid cloud environment, cloud technologies are constantly evolving. While the innovation is exciting, the end mission of delivering business value and rapidly producing incremental product features is paramount. In his session at @DevOpsSummit at 19th Cloud Expo, Kiran Chitturi, CTO Architect at Sungard AS, will discuss DevOps culture, its evolution of frameworks and technologies, and how it is achieving maturity. He will also cover various st...
Effectively SMBs and government programs must address compounded regulatory compliance requirements. The most recent are Controlled Unclassified Information and the EU’s GDPR have Board Level implications. Managing sensitive data protection will likely result in acquisition criteria, demonstration requests and new requirements. Developers, as part of the pre-planning process and the associated supply chain, could benefit from updating their code libraries and design by incorporating changes.
Enterprises have been using both Big Data and virtualization for years. Until recently, however, most enterprises have not combined the two. Big Data's demands for higher levels of performance, the ability to control quality-of-service (QoS), and the ability to adhere to SLAs have kept it on bare metal, apart from the modern data center cloud. With recent technology innovations, we've seen the advantages of bare metal erode to such a degree that the enhanced flexibility and reduced costs that ...
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Qosmos, the market leader for IP traffic classification and network intelligence technology, has announced that it will launch the Launch L7 Viewer at CloudExpo | @ThingsExpo Silicon Valley, being held November 1 – 3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. The L7 Viewer is a traffic analysis tool that provides complete visibility of all network traffic that crosses a virtualized infrastructure, up to Layer 7. It facilitates and accelerates common IT tasks such as VM migra...
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessi...
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...
operations aren’t merging to become one discipline. Nor is operations simply going away. Rather, DevOps is leading software development and operations – together with other practices such as security – to collaborate and coexist with less overhead and conflict than in the past. In his session at @DevOpsSummit at 19th Cloud Expo, Gordon Haff, Red Hat Technology Evangelist, will discuss what modern operational practices look like in a world in which applications are more loosely coupled, are deve...
Security, data privacy, reliability, and regulatory compliance are critical factors when evaluating whether to move business applications from in-house, client-hosted environments to a cloud platform. Quality assurance plays a vital role in ensuring that the appropriate level of risk assessment, verification, and validation takes place to ensure business continuity during the migration to a new cloud platform.
In his session at 19th Cloud Expo, Nick Son, Vice President of Cyber Risk & Public Sector at Coalfire, will discuss the latest information on the FedRAMP Program. Topics will cover: FedRAMP Readiness Assessment Report (RAR). This new process is designed to streamline and accelerate the FedRAMP process from the traditional timeline by initially focusing on technical capability instead of documentation preparedness. FedRAMP for High-impact level systems. Early in 2016 FedRAMP officially publishe...