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Denison Acquires 86% of Rockgate and Extends Offer to November 29, 2013

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Denison Mines Corp. (TSX:DML) (NYSE MKT:DNN) (Currency: CAD$) announced that, as of 4:00 p.m. (Toronto time) Nov 18, approximately 100,541,657 common shares of Rockgate Capital Corp. have been validly deposited to Denison’s offer to acquire all of the outstanding shares of Rockgate. Denison has taken up and accepted for payment all of such shares, representing approximately 86% of the outstanding shares. Denison will issue Denison common shares in exchange for the deposited shares on or before November 21, 2013.

 

“We are delighted that our Offer was met with such overwhelming enthusiasm by Rockgate shareholders. We wish to thank them for their tremendous support and to welcome them as new shareholders of Denison,” said Ron Hochstein, Denison’s President and Chief Executive Officer. “We encourage any Rockgate shareholders who have not yet accepted the offer to do so as soon as possible to enable Denison to proceed to compulsory acquisition.”

 

Denison has extended its Offer until 4:00 p.m. (Toronto time) on November 29, 2013, in order to allow Rockgate shareholders an additional opportunity to tender to the Offer. Denison has determined that this will be the final extension of its Offer. A notice of extension will be mailed to Rockgate shareholders shortly. If Denison is successful in acquiring 90% of the Rockgate common shares, it intends to acquire all the remaining shares by way of a compulsory acquisition. If the compulsory acquisition procedure is not available to Denison, it will pursue a subsequent acquisition transaction by way of amalgamation or other corporate reorganization so as to acquire the Rockgate common shares not deposited to the Offer.

 

Denison’s takeover bid remains open for acceptance. Rockgate shareholders requiring assistance in order to accept Denison’s offer may contact Denison’s Information Agent, Laurel Hill Advisory Group toll free at, 1-877-452-7184 (1-416-304-0211 collect outside North America) or by email at assistance@laurelhill.com.

 

About Denison’s Offer

 

Full details of Denison’s offer are included in the formal offer and takeover bid circular (“Denison’s Offer and Circular”), which has been filed with securities regulatory authorities (together with all related documents) and is available under Rockgate’s profile on SEDAR at www.sedar.com or on Denison’s website at www.denisonmines.com.

 

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Denison or Rockgate. Such an offer may only be made pursuant to Denison’s Offer and Circular and pursuant to registration or qualification under the securities laws of any other such jurisdiction.

 

Denison has filed with the U.S. Securities and Exchange Commission a Registration Statement on Form F-8 which includes Denison’s Offer and Circular. Investors and security holders are urged to read Denison’s Offer and Circular regarding the transaction referred to in this document because it contains important information. Investors and security holders may obtain a free copy of Denison’s Offer and Circular and certain other offer documents filed by Denison with the Canadian provincial securities regulators on SEDAR at www.sedar.com, and with the SEC at the SEC’s website at www.sec.gov. Copies of any such documents may be obtained free of charge upon request made to Sheila Colman, the Corporate Secretary 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 to Computershare Investor Services Inc., the Depositary for Denison’s offer, or Laurel Hill Advisory Group, the Information Agent for Denison’s offer, at the addresses and telephone numbers set out below.

 



The Depositary:
Computershare Investor Services Inc.
Toll-Free Phone: 1-800-564-6253
Toll-Free Facsimile: 1-888-453-0330
E-mail: 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
E-mail: assistance@laurelhill.com

 

 

About Denison

 

Denison is a uranium exploration and development company with interests 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 exploration project portfolio includes 49 projects and totals approximately 597,000 hectares in the Eastern Athabasca Basin region of Saskatchewan. Denison’s interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint venture, which includes several uranium deposits and the McClean Lake uranium mill, one of the world’s largest uranium processing facilities, plus a 25.17% interest in the Midwest deposit and a 60% interest in the J-Zone deposit on the Waterbury property. Both the Midwest and J-Zone deposits are located within 20 kilometres of the McClean Lake mill. Internationally, Denison owns 100% of the conventional heap leach Mutanga project in Zambia, an approximate 77% interest in the Dome project in Namibia, and an 85% interest in the in-situ recovery projects held by the Gurvan Saihan joint venture in Mongolia.

 

Denison is engaged in mine decommissioning and environmental services through its DES division and is the manager of Uranium Participation Corporation, a publicly traded company which invests in uranium oxide and uranium hexafluoride.

Posted November 19, 2013

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