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
Amazon started as an online bookseller 20 years ago. Since then, it has evolved into a technology juggernaut that has disrupted multiple markets and industries and touches many aspects of our lives. It is a relentless technology and business model innovator driving disruption throughout numerous ecosystems. Amazon’s AWS revenues alone are approaching $16B a year making it one of the largest IT companies in the world. With dominant offerings in Cloud, IoT, eCommerce, Big Data, AI, Digital Assista...
While DevOps most critically and famously fosters collaboration, communication, and integration through cultural change, culture is more of an output than an input. In order to actively drive cultural evolution, organizations must make substantial organizational and process changes, and adopt new technologies, to encourage a DevOps culture. Moderated by Andi Mann, panelists discussed how to balance these three pillars of DevOps, where to focus attention (and resources), where organizations might...
After more than five years of DevOps, definitions are evolving, boundaries are expanding, ‘unicorns’ are no longer rare, enterprises are on board, and pundits are moving on. Can we now look at an evolution of DevOps? Should we? Is the foundation of DevOps ‘done’, or is there still too much left to do? What is mature, and what is still missing? What does the next 5 years of DevOps look like? In this Power Panel at DevOps Summit, moderated by DevOps Summit Conference Chair Andi Mann, panelists loo...
Artificial intelligence, machine learning, neural networks. We’re in the midst of a wave of excitement around AI such as hasn’t been seen for a few decades. But those previous periods of inflated expectations led to troughs of disappointment. Will this time be different? Most likely. Applications of AI such as predictive analytics are already decreasing costs and improving reliability of industrial machinery. Furthermore, the funding and research going into AI now comes from a wide range of com...
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA
21st International Cloud Expo, taking place October 31 - November 2, 2017, 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. Me...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
SYS-CON Events announced today that Ayehu will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on October 31 - November 2, 2017 at the Santa Clara Convention Center in Santa Clara California. Ayehu provides IT Process Automation & Orchestration solutions for IT and Security professionals to identify and resolve critical incidents and enable rapid containment, eradication, and recovery from cyber security breaches. Ayehu provides customers greater control over IT infras...
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business...
SYS-CON Events announced today that GrapeUp, the leading provider of rapid product development at the speed of business, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Grape Up is a software company, specialized in cloud native application development and professional services related to Cloud Foundry PaaS. With five expert teams that operate in various sectors of the market acr...
"We are a monitoring company. We work with Salesforce, BBC, and quite a few other big logos. We basically provide monitoring for them, structure for their cloud services and we fit into the DevOps world" explained David Gildeh, Co-founder and CEO of Outlyer, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
SYS-CON Events announced today that Enzu will exhibit at SYS-CON's 21st Int\ernational Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to focus on the core of their ...
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to w...