Bidders Statement Dated Jan 23/07 & Press Releases
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date: January 30, 2007
Commission File Number: 000-24443
Denison Mines Corp.
(Translation of registrants name into English)
Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K
if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K
if submitted to furnish a report or other document that the registrant foreign private
issuer must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrants home
country), or under the rules of the home country exchange on which the registrants
securities are traded, as long as the report or other document is not a press release, is
not required to be and has not been distributed to the registrants security holders, and,
if discussing a material event, has already been the subject of a Form 6-K submission or
other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82- ________
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Denison Mines Corp.
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/s/ Sheila Colman
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Date: January 30, 2007 |
Sheila Colman |
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Canadian Counsel and Corporate Secretary |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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1
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Press Release dated January 23, 2007 |
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2
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Bidders Statement dated January 23, 2007 |
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3
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Press Release dated January 24, 2007, along with map entitled Exploration Projects Drill Programs |
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4
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Press Release dated January 30, 2007 |
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Exhibit
1
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Denison
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Press Release
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www.denisonmines.com |
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FOR IMMEDIATE RELEASE
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Trading symbol: DML-T |
DENISON FILES BIDDERS STATEMENT
TO ACQUIRE OMEGA CORP LIMITED
TORONTO, January 23, 2007 (DML:TSX) Denison Mines Corp. (Denison or the Company) is
pleased to announce that the Company has today lodged a Bidders Statement with the Australian
Securities and Investment Commission in connection with Denisons offer to acquire all of the
issued and outstanding shares of OmegaCorp Limited (OmegaCorp) (OMC:ASX) which was
announced on December 5, 2006. Under the terms of the offer:
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each OmegaCorp shareholder will receive AU$1.10; |
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the offer opens on February 1, 2007; and |
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the offer closes at 5:00 pm (Central Australian Time) on February 28, 2007. |
The directors of OmegaCorp stated in an announcement on the Australian Stock Exchange on December
6, 2006 that they unanimously recommend that OmegaCorp shareholders accept the Companys offer in
the absence of a superior offer.
A copy of the Bidders Statement is available on www.sedar.com.
Denison Mines Corp. is the premier intermediate uranium producer in North America, with mining
assets in the Athabasca Basin Region of Saskatchewan, Canada and the southwest United States
including Colorado, Utah, and Arizona. Further, the Company has ownership interests in two of the
four uranium mills operating in North America today. The combination of a diversified mining asset
base with parallel ownership of milling infrastructure in highly politically stable jurisdictions
has uniquely positioned the Company for growth and development into the future. The Company also
has a strong exploration portfolio with large land positions in the United States, Canada and
Mongolia. Correspondingly, the Company has one of the largest uranium exploration teams among
intermediate uranium companies.
- 30 -
For further information, please contact:
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E. Peter Farmer
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(416) 979-1991 ext. 231 |
Ron Hochstein
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(604) 689-7842 |
James Anderson
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(416) 979-1991 ext. 372 |
(416) 979-5893 (FAX)
Website: www.denisonmines.com
Important Dates
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Announcement Date
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5 December 2006 |
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Date of Bidders Statement
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23 January 2007 |
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Date of Offer
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1 February 2007 |
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Offer closes 5pm (CST) unless extended*
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28 February 2007 |
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The Offer may be extended to the extent permissible under the Corporations Act. |
Important Contacts
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Share registrar for the Offer
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Denison Offer Enquiry Line* |
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Computershare Investor Services Pty Ltd
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1300 653 890 (for Australian callers) |
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Level 5/115 Grenfell Street
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+61 3 9415 4213 (for international callers) |
Adelaide, South Australia 5000 |
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For legal reasons calls to these numbers will be recorded. |
Important Notices
Bidders Statement
This Bidders Statement dated 23 January 2007 is given by Denison Mines Corp. (Denison) to
OmegaCorp Limited (OmegaCorp) under Part 6.5 of the Corporations Act. It includes an Offer dated 1
February 2007 on the terms set out in section 9.
A copy of this Bidders Statement was lodged with ASIC on 23 January 2007. Neither ASIC nor any of
its officers takes responsibility for the contents of this Bidders Statement.
Disclaimer as to forward looking statements
Some of the statements appearing in the Bidders Statement may be in the nature of forward
looking statements. You should be aware that such statements are only predictions and are subject
to inherent risks and uncertainties. Those risks and uncertainties include factors and risks
specific to the industry in which Denison and OmegaCorp operate as well as general economic
conditions, prevailing exchange rates and interest rates and conditions in the financial markets.
Actual events or results may differ materially from the events or results expressed or implied in
any forward looking statement. None of Denison, the officers of Denison, any persons named in this
Bidders Statement with their consent or any person involved in the preparation of this Bidders
Statement, makes any representation or warranty (express or implied) as to the accuracy or
likelihood of fulfilment of any forward looking statement, or any events or results expressed or
implied in any forward looking statement, except to the extent required by law. You are cautioned
not to place undue reliance on any forward looking statement. The forward looking statements in
this Bidders Statement reflect views held only as at the date of this Bidders Statement.
Privacy
Denison has collected your information from the OmegaCorp register of shareholders for the
purpose of making this Offer and, if accepted, administering your holding of OmegaCorp Shares. The
Corporations Act requires the name and address of shareholders to be held in a public register.
Your information may be disclosed on a confidential basis to Denisons related bodies corporate and
external service providers, and may be required to be disclosed to regulators such as ASIC. You can
contact the Denison offer enquiry line if you have any queries about the privacy practices of
Denison.
Defined terms
A number of important words and phrases with particular meanings are used in this document.
These terms are explained in the Glossary in section 12 of this Bidders Statement.
Investment decisions
The Bidders Statement does not take into account the individual investment objectives,
financial situation or particular needs of each OmegaCorp Shareholder or any other person. You
should consider seeking independent financial and taxation advice before making a decision as to
whether or not to accept the Offer.
How to accept
Acceptances must be received by the end of the Offer Period. The manner by which you accept the
Offer will depend on the nature and type of your holding. Full details of how to accept the Offer
are set out in section 9.2. A summary is set out below:
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Issuer Sponsored Holdings |
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Please complete and sign the enclosed Acceptance Form in accordance with the instructions
provided on the form and return it, together with any other documents required by those
instructions, in the reply paid envelope (not able to be used by overseas OmegaCorp
Shareholders). |
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CHESS Holdings |
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Please instruct your Controlling Participant (usually your broker) to initiate acceptance of
the Offer, or otherwise accept in accordance with the ASTC Settlement Rules. |
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Options |
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If you hold OmegaCorp Options, please refer to section 8.2. |
Queries
If you have any questions about the Bidders Statement, please contact the Offer enquiry line
on 1300 653 890 (or +61 3 9415 4213 for international callers) or your stockbroker, legal or
financial adviser. As required by the Corporations Act, calls to the Offer enquiry line will be
recorded.
Table of Contents
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Chief Executive Officers Letter
23 January 2007
Dear OmegaCorp Shareholder
Denison is pleased to provide to you its Offer to acquire all your shares in OmegaCorp for a price
of $1.10 per share.
Reasons to Accept
The Offer values OmegaCorp at approximately $170 million. The Offer represents:
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an approximate 25% premium to the volume weighted average price of OmegaCorp Shares over the
previous 20 trading days before 5 December 2006 (the date the bid was announced by Denison); |
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a substantial premium to the price of OmegaCorp Shares over the following periods: |
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a premium of 100% to the 1 year volume weighted average OmegaCorp Share price of $0.55; |
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a premium of 175% to the 2 year volume weighted average OmegaCorp Share price of $0.40; and |
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a premium of 424% to the 1 year OmegaCorp Share price low of $0.21; |
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an opportunity for OmegaCorp Shareholders to immediately realise the benefits from the Kariba Project; |
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the assumption by Denison of the substantial investment risks associated with an investment in
OmegaCorp including, but not limited to, permitting, resource upgrading, operational, metallurgical
and financial risks involved in the development and commercialisation of the Kariba Project; |
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an offer that has been unanimously recommended by the directors of OmegaCorp in the absence of a
superior offer; |
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an offer that the directors of OmegaCorp have announced their intention to accept in respect of
their own shareholdings in the absence of a superior offer; and |
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a cash offer. |
OmegaCorp Shareholders should be aware that the OmegaCorp Share price may decline below current
levels, at least in the short term, if the Offer lapses and no competing bid emerges.
Denisons Offer is conditional upon certain conditions. Details of the conditions are set out in
section 9.8 of the Bidders Statement.
This is an important document which you should retain throughout the Offer Period.
1
We believe that the Offer is very fair in all circumstances. We encourage you to accept the Offer
as soon as possible. Please read this document carefully. The Offer is open for your acceptance
until 5pm CST on 28 February 2007 unless extended. To accept the Offer, complete and return the
enclosed Acceptance Form or instruct your broker to initiate acceptance of the Offer through CHESS.
If you have any questions about the Offer, please contact the offer enquiry line on 1300 653 890
(or +61 3 9415 4213 for international callers) or your stockbroker, legal or financial adviser.
Yours sincerely
E. Peter Farmer
Chief Executive Officer / Director
2
Why you should accept the Offer
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Significant premium |
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The Offer represents an attractive premium over the historical market price of OmegaCorp
Shares. The Offer at $1.10 per OmegaCorp Share represents a premium of approximately: |
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25% to the volume weighted average price of OmegaCorp Shares over the 20 trading
days before the Announcement Date (being 5 December 2006); |
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100% to the 1 year volume weighted average OmegaCorp Share price of $0.55; |
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175% to the 2 year volume weighted average OmegaCorp Share price of $0.40; and |
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424% to the 1 year OmegaCorp Share price low of $0.21. |
While as of 22 January 2007 (being the day before the date of this Bidders Statement) OmegaCorp
Shares were trading at prices slightly above the Offer Price, Denison believes that this is a
reaction to Denisons takeover announcement.
If the Offer does not proceed, and no competing bid emerges, the current OmegaCorp share price may
not be sustainable and is likely to fall below the Offer Price.
If you accept the Offer and it becomes unconditional, you will receive cash of $1.10 for each of
your OmegaCorp Shares. Further, you will not pay any brokerage or stamp duty if you accept the
Offer. You may incur brokerage costs and GST on those costs if you choose to sell your OmegaCorp
Shares on ASX.
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Avoidance of Project Development Risk |
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OmegaCorps Kariba Project is at an early stage of development and the resource is a 100%
JORC inferred resource. It should be noted that inferred resources under JORC are the lowest
confidence category of resource classification and a significant amount of work needs to be
undertaken to determine the commercial viability, if any, of the Kariba Project. Accordingly,
it may be 2 years or a number of years before commercial operations on the Kariba Project
commence, if at all. |
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Successful development and commercialisation of the Kariba Project will require a combination
of a number of things: |
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a successful exploration and development program to upgrade the resource to a higher confidence
classification and determine the commercial viability of the Kariba Project; |
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a strong and capable management team with the appropriate mix of specific skills from
geology, mining, metallurgy, engineering and construction through to project financing and
marketing of the product; |
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a significant amount of capital; and |
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regulatory approvals. |
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At this time, the government of Zambia has yet to issue any licence for mining uranium in Zambia.
The Zambian Government has publicly stated that prior to granting of uranium mining licenses the
Zambian Government will need to implement the International Atomic Energy Agency guidelines, which
will establish health and environmental policies for uranium mines. |
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Denison is better able to provide the financing required for the Kariba Project. |
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Denison possesses a diversified mix of uranium production assets with varying cost profiles. The
Kariba Project is likely to occupy the higher-cost end of Denisons portfolio. Therefore, Denison
is potentially better able to absorb future uranium price volatility than a single project company
such as OmegaCorp. |
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Avoidance of Future Funding Uncertainties |
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This Offer allows OmegaCorp Shareholders to eliminate the risk associated with future
funding uncertainties in exchange for a cash payment. |
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Given the early stage of development of OmegaCorps Kariba Project, OmegaCorp will require a
significant amount of capital to advance this project to eventual production. Current
estimates from OmegaCorps preliminary Scoping Study announced on 13 November 2006, estimated
the capital cost at approximately $60 million (US dollars) which is several multiples of
OmegaCorps cash balance of approximately $11.7 million (as disclosed in OmegaCorps
announcement on 31 October 2006). |
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Failure to secure appropriate funding on a timely basis may cause OmegaCorp to either
postpone, or cancel, its development plans. |
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Development of the Kariba Project will necessitate OmegaCorp entering into additional
financing or potential joint venture arrangements, the availability and terms of which are
uncertain and may not be favourable to OmegaCorp Shareholders. |
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Offer Unanimously supported by OmegaCorp Directors |
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In an ASX announcement dated 6 December 2006, OmegaCorp stated that: |
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its directors unanimously recommend that OmegaCorp Shareholders accept the Offer and that
each director intends to accept the Offer in relation to their own shareholdings, in both
cases subject to there being no superior offer being made for OmegaCorp Shares; and |
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the directors believe that the Offer provides OmegaCorp Shareholders with the opportunity to
realise benefit from OmegaCorps wholly owned Kariba Project sooner than if OmegaCorp sought
to develop the Kariba Project itself. |
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The Offer is a 100% Cash Offer and OmegaCorp Shareholders Will Incur No Brokerage |
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If OmegaCorp Shareholders accept the Offer and it becomes unconditional they will receive
$1.10 for each OmegaCorp Share. Further, no brokerage will be payable if the Offer is
accepted. OmegaCorp Shareholders may incur brokerage costs and GST on those costs, if they
choose to sell their OmegaCorp Shares on ASX. |
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Retained entitlement in Mavuzi Project |
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OmegaCorp has announced it proposes to spin off its Mavuzi Project through the IPO. Any
person who: |
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on the Relevant Date, is the registered holder of OmegaCorp Shares; or |
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is the registered holder of OmegaCorp Shares issued on exercise of OmegaCorp Options before the
end of the Offer Period; |
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will have a priority entitlement to subscribe for securities under the IP0. |
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In addition to the cash consideration OmegaCorp Shareholders will receive under this Offer, this
entitlement may provide additional value to OmegaCorp Shareholders. Three of OmegaCorps current
directors will manage the IPO. |
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What happens if you do not Accept? |
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If OmegaCorp Shareholders do not accept the Offer and OmegaCorp remains a listed company,
there are risks and potential consequences that they should be aware of. These risks and
consequences have been detailed above and include, project development risks, risk of future
dilution, political and regulatory risks, and investment risks. |
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If Denison acquires more than 90% of the OmegaCorp Shares under the Offer it will be entitled
to compulsorily acquire the OmegaCorp Shares from OmegaCorp Shareholders who do not accept the
Offer. Under the compulsory acquisition provisions of the Corporations Act there is likely to
be a delay of up to six weeks for payment of the OmegaCorp Shares so acquired. |
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For the six months prior to the announcement of the Offer, OmegaCorps share price traded
between $0.51 and $1.03. While there are many factors that might influence the market price of
OmegaCorp Shares, there is a risk that, if the Offer lapses, the OmegaCorp Share price may
decline below current levels, at least in the short term. |
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No dividends have been paid by OmegaCorp to date. Given the capital requirements of the Kariba
Project there is no certainty of dividends or capital returns at any time for OmegaCorp
Shareholders. |
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Denison believes that the Offer is full and fair. |
5
Answers to Key Questions
Question
Offer Structure
What is the Offer?
Answer
Denison is offering to buy all of Your OmegaCorp
Shares, including OmegaCorp Shares issued on the conversion
of, or the exercise of rights attached to OmegaCorp Options
before the end of the Offer Period.
The Offer Price is cash of $1.10 per OmegaCorp Share.
Question
What are the tax consequences if I accept the Offer?
Answer
A general outline of the tax implications of accepting the
Offer is set out in section 6 of the Bidders Statement.
Question
Reasons to Accept the Offer
Why Accept the Offer?
Answer
The Denison Board believes that OmegaCorp Shareholders
should accept the Offer for the following key reasons:
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Denisons cash offer of $1.10 for each of Your
OmegaCorp Shares represents an attractive premium to
the trading price ranges of OmegaCorp Shares in the
period prior to the date the Takeover Bid was
announced; |
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The offer has been unanimously recommended by the
directors of OmegaCorp in the absence of a superior
offer; |
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The directors of OmegaCorp intend to accept the Offer
in respect of their own shareholdings in the absence
of a superior offer; |
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Denisons offer is a 100% cash offer and you will
incur no brokerage; |
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The assumption by Denison of the substantial
investment risks associated with an investment in
OmegaCorp including, but not limited to permitting,
resource upgrading, operational, metallurgical and
commercial risks involved in the development and
operation of the Kariba Project; |
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Denisons offer provides an opportunity for OmegaCorp
Shareholders to immediately realise their investment
at an attractive premium to historical trading prices;
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Persons registered as OmegaCorp Shareholders on the
Relevant Date or who hold OmegaCorp Shares issued on
exercise of OmegaCorp Options before the end of the
Offer Period will have a priority entitlement under
the IPO. Accepting the Offer will not affect this
entitlement. |
Refer to the section headed Why you should accept the
Offer of this Bidders Statement for further information.
Question
Offer Terms & Conditions
How do I accept the Offer?
Answer
To accept the Offer you should follow the instructions set
out in sections 1, and 9.2 to 9.5 (inclusive) of this
Bidders Statement. To be effective, your acceptance must
be received by Denison before 5pm (CST) on 28 February
2007.
Question
What choices do I have as an OmegaCorp Shareholder?
Answer
As an OmegaCorp Shareholder, you have the following choices
in respect of Your OmegaCorp Shares:
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accept the Offer; |
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sell some or all of Your OmegaCorp Shares on ASX (unless you have previously accepted the Offer for
Your OmegaCorp Shares); or |
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do nothing. |
Question
Can I accept the Offer for part of my
holding in OmegaCorp?
Answer
No. You cannot accept for part of your holding in
OmegaCorp. You may only accept the Offer for ALL of Your
OmegaCorp Shares.
Question
Can I withdraw my acceptance?
Answer
Under the terms of the Offer, you cannot withdraw your
acceptance unless a withdrawal right arises under the
Corporations Act. Such a withdrawal right will arise if,
after you have accepted the Offer, Denison varies the Offer
in a way that postpones, for more than one month, the time
when Denison has to meet its obligations under the Offer.
7
Question
What happens if I do not accept the Offer?
Answer
If you do not accept the Offer and Denison becomes
entitled to proceed to compulsory acquisition under the
Corporations Act and the conditions of the Offer are
satisfied or waived, Denison intends to proceed to
compulsorily acquire Your OmegaCorp Shares. If this occurs,
payment of the Offer Price for Your OmegaCorp Shares will
be dispatched at the conclusion of this process. You will
receive payment sooner if you accept the Offer.
Question
When does the Offer close?
Answer
The Offer is currently schedule to close at 5pm (CST) on 28
February 2007, unless it is extended.
Question
Can Denison extend the Offer Period?
Answer
Yes, the Offer can be extended at Denisons election or
otherwise in accordance with the Corporations Act.
Question
If I accept the Offer, when will I
receive payment?
Answer
Generally, if you accept the Offer, you will receive
payment on or before the earlier of:
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one month after the Offer is validly accepted by you, or
if the Offer is still subject to the Conditions when
accepted, one month after the Offer becomes unconditional
(whichever is the later); and |
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21 days after the end of the Offer Period. |
Refer to section 9.7 of this Bidders Statement which
contains further information about the dates for payment of
the Offer consideration.
Question
Will I need to pay brokerage or stamp duty
if I accept the Offer?
Answer
You will not pay brokerage or stamp duty if you accept the
Offer.
Question
What are the Conditions of the Offer?
Answer
The Offer is subject to the following Conditions:
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foreign investment approval. An application for FIRB
approval has been made by Denison; |
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between 5 December 2006 and the end of the Offer Period: |
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no regulatory action restraining the making and
completion of the Offer (as at the date of this
Bidders Statement no such action has been disclosed
or announced by OmegaCorp); |
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no material adverse change in the position of
OmegaCorp (as at the date of this Bidders Statement
no such change has been disclosed or announced by
OmegaCorp); |
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no change of control rights (as at the date of this
Bidders Statement no such rights have been disclosed
or announced by OmegaCorp); and |
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OmegaCorp providing Denison with all
material information which Denison may request;
and |
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between 5 December 2006 and the date that is 3 Business
Days after the end of the Offer Period, no Prescribed
Occurrence occurs. |
The above is only a summary. The full terms of these
Conditions are set out in section 9.8 of this Bidders
Statement.
Question
What happens if the Conditions to the Offer
are not satisfied or waived?
Answer
If any of the Conditions are not satisfied or waived by the
applicable date, the Offer will lapse. If you have accepted
the Offer, Your OmegaCorp Shares will not be transferred to
Denison and you will not receive any consideration for Your
OmegaCorp Shares. You will remain a shareholder of
OmegaCorp.
Question
General
What is the Bidders Statement?
Answer
This Bidders Statement was prepared by Denison for
distribution to OmegaCorp Shareholders. It sets out the
terms of the Offer, information relating to the Offer and
the Offer consideration you will receive. The Bidders
Statement is an important document. If you are in any doubt
as to how to deal with this document, you should consult
your broker or your financial, legal or other professional
adviser as soon as possible.
9
Question
Is there a number that I can call if I
have further queries in relation to the Offer?
Answer
If you have any further queries in relation to the
Offer, you can call the Offer enquiry line on 1300 653 890
(callers within Australia) or +61 3 9415 4213 (callers
outside Australia), Monday to Friday between 9am and 5pm
(WST). For legal reasons, all calls to these numbers are
recorded.
Any further material relating to the Offer will be lodged
with the ASX.
Question
Who is Denison?
Answer
Denison Mines Corp. is a diversified and growth oriented,
intermediate uranium producer with an estimated annual
production rate of approximately 5 million pounds
U3O8 by 2010. As at 15 January 2007,
Denison has a strong financial position with in excess of
$180 million (Canadian Dollars) cash balance and no debt.
Denison is listed on the Toronto Stock Exchange and trades
under the symbol DML. The Chief Executive Officer of
Denison is
E. Peter Farmer.
Refer to section 2 for further information on Denison.
Question
IPO priority entitlement
Answer
If either:
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on the Relevant Date (being 8.00am (WST) on 29 January
2007) you hold OmegaCorp Shares; or |
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you hold OmegaCorp Shares issued on exercise of Options
before the end of the Offer Period; |
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you will have a priority entitlement to subscribe for
securities under the IPO. In which case you will receive a
prospectus and application forms in due course. Conduct of
the IPO will be controlled by three of the current
directors of OmegaCorp. |
OmegaCorp anticipates that the IPO will not be completed
and a prospectus will not be sent to you until after the
end of the Offer Period.
Question
Important Notice
Answer
The information in this section is a summary only of
Denisons Offer and is qualified by the detailed
information set out elsewhere in this Bidders Statement.
You should read the entire Bidders Statement and the
Targets Statement that OmegaCorp will shortly be sending
to you, before deciding whether to accept the Offer.
10
This summary provides an overview of the Offer and is qualified by the detailed
information contained in Bidders Statement. You should read the Bidders Statement in full
before deciding whether or not to accept the Offer.
Defined terms used in this summary are capitalised. The definitions of these terms are set out
in the Glossary in section 12.
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Denison
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is Denison Mines Corp. |
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The Offer
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Denison is offering to buy all of Your OmegaCorp Shares, by way
of an off-market takeover offer. You may only accept the Offer
for all of Your OmegaCorp Shares. |
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The Offer also extends to any OmegaCorp Shares issued on the conversion
of, or exercise of rights attached to, OmegaCorp Options before the end
of the Offer Period. |
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Offer Price
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$1.10 per OmegaCorp Share. |
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How to accept
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Below is a summary of the ways in which you can accept the
Offer. The full details of how to accept the Offer are set
out in sections 9.2 to 9.4 (inclusive). |
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Issuer Sponsored Holding |
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If Your OmegaCorp Shares are held in an Issuer Sponsored Holding, to
accept the Offer you must complete and sign the accompanying Acceptance
Form in accordance with the instructions on it and return it, together
with any other documents required by those instructions, to: |
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(By mail) |
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Computershare Investor Services Pty Limited
GPO Box 1326
ADELAIDE SOUTH AUSTRALIA 5001 |
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OR |
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(By delivery in person) |
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Computershare Investor Services Pty Limited
Level 5/115 Grenfell Street
ADELAIDE SOUTH AUSTRALIA 5000 |
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so that it is received by Denison before the end of the Offer Period. A
reply paid envelope is enclosed for your convenience (not able to be
used by overseas OmegaCorp Shareholders). |
11
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CHESS Holding |
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If Your OmegaCorp Shares are held in a CHESS Holding, you must instruct your
Controlling Participant (usually your broker) to initiate an acceptance of the
Offer on your behalf. |
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You could also complete and sign the accompanying Acceptance Form in accordance
with the instructions on it and returning it, together with any other documents
required by those instructions, to one of the addresses listed above. However,
Denison will merely send this form to your Controlling Participant who is the
only person who can accept the Offer on your behalf. |
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Closing date
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The Offer closes at 5pm CST on 28 February 2007, unless it is extended by Denison. |
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Payment terms
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Denison will pay the consideration for the Offer to OmegaCorp Shareholders who
accept the Offer (and provide the necessary transfer documents at the time of
acceptance) on or before the earlier of: |
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(a) 21 days after the end of the Offer
Period; or |
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(b) one month after the day both of the
following apply: |
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(i) the Offer has been validly accepted by
you; and |
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(ii) the Offer has become unconditional. |
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Conditions
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The Offer is subject to the Conditions set out in section 9.8 of this document. |
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Dividends
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Denison is entitled to any dividends declared or paid after the Announcement
Date in respect of OmegaCorp Shares acquired under the Offer. If any such
dividend is paid to an OmegaCorp Shareholder, Denison reserves the right to
offset the amount of the dividend from the consideration payable to that
Shareholder on acceptance of the Offer. |
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Brokerage
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You will not pay any brokerage, stamp duty or GST on accepting the Offer. |
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Broker Handling Fees
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Denison will pay a broker handling fee of 0.5% to Participating Organisations
of the ASX (Brokers) in respect of valid acceptances which bear the Brokers
official stamp or are accepted through the Broker via CHESS. There will be a
$50 minimum fee per acceptance and the maximum fee per acceptance will be
capped at $750 including GST. |
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Queries
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If you have any questions about the Offer, please contact the Offer enquiry
line on 1300 653 890 (or +61 3 9415 4213 for international callers). As
required by the Corporations Act, calls to the Offer enquiry line will be
recorded. |
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2. |
Information about Denison |
Denison is Denison Mines Corp., a Canadian-listed uranium producer, developer and
explorer. Denison is the result of a business combination between International Uranium
Corporation (IUC) and Denison Mines Inc. (DMI) which concluded effective 1 December 2006 and
under which the shares of DMI were converted into shares of IUC and IUC changed its name to
Denison Mines Corp.
Denison is the premier North American intermediate uranium producer, with mining assets in the
Athabasca Basin region of Saskatchewan, Canada, and the southwest United States including
Colorado, Utah and Arizona. Further, Denison holds ownership interests in two of the four
conventional uranium mills operating in North America today. The diversified mining asset base
with parallel ownership of milling infrastructure in highly politically stable jurisdictions
positions Denison for growth and development into the future.
2.2 |
Principal activities of Denison |
Denison is a diversified and growth-oriented, intermediate uranium producer with an
estimated annual production rate of approximately 5 million
pounds of
U3O8 by
2010. Denison has a strong financial position with cash balances in excess of $180 million
(Canadian dollars) and no debt (as of 15 January 2007).
Denisons assets include an interest in two of the four licensed and operating conventional
uranium mills in North America, with its 100% ownership of the White Mesa mill in Utah and its
22.5% joint venture ownership of the McClean Lake mill in Saskatchewan, Canada. The McClean
Lake mill is the second largest conventional uranium mill in the world.
Both mills are fully permitted, operating and undergoing expansion. The share of the combined
licensed annual milling capacity is expected to be 10.7 million pounds in 2007. Both the White
Mesa and McClean Lake uranium facilities continue to meet or exceed all operational,
environmental, safety and health targets. The McClean Lake facility was the first mining
operation to obtain the internationally recognized ISO 14001 certification for environmental
management systems.
In Canada, Denison owns a 22.5% interest in several uranium deposits through the McClean Lake
Joint Venture. At the JEB, Sue A and Sue C deposits, the Joint Venture has mined and milled
over 41 million pounds of
uranium. Mining of the Sue E deposit is currently underway. The remaining known deposits,
including McClean North, Sue B and Caribou, are expected to be mined over the next three
years.
In the United States, Denison has a 100% interest in ten mines located in three separate
mining areas. At four of the six mines located in the Colorado Plateau region, in the states
of Utah and Colorado, Denison restarted mining operations in late 2006. Permitting of the
Henry Mountains Complex, also in Utah, is underway and Denison anticipates receiving the
permit in March 2007. Denison will begin mining operations upon receipt of the permit.
Additionally, Denison owns three mines in the Arizona Strip mining region, located in
Northeastern Arizona. Operations at the Arizona 1 Mine are expected to begin in late 2007.
Permitting of the Pinenut and Canyon Mines will be completed in 2009-2010 and operations will
begin once the permits are in place.
Denison enjoys a global portfolio of world-class exploration projects, including properties in
close proximity to the companys mills in the Athabasca Basin in Saskatchewan, Canada and in
the Colorado Plateau, Henry Mountain and Arizona Strip regions of the Southwestern United
States. Denison also has high potential exploration properties in Mongolia and, indirectly
through its investments, in Australia. In Mongolia, Denison has a 70% interest in the Gurvan
Saihan Joint Venture. The other parties are the Mongolian Government as to 15% and
Geologorazvedka, a Russian government entity, as to the remaining 15%. In Australia, Denison
has a 12% interest in Energy Metals Limited. Energy Metals has seven projects located in the
Northern Territory and Western Australia covering over 4,000 square kilometres.
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2.3 |
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Denisons affliation with the Lundin Group of Companies |
The largest single shareholder of Denison is the Lundin family (Lundin) through various
individual and wholly owned holding company accounts. In business for over three decades, the
Lundins are leaders in identifying superior global investment opportunities in the natural
resource sector.
Well over $3 billion in financing has been raised to develop Lundin Group projects. The
thirteen companies operated by the Lundins are actively engaged in the development/production
of and exploration for oil and gas, gold, copper, cobalt, zinc, lead, silver, uranium,
phosphate and iodine. The Lundins invest in large scale projects, both exploration and
development. They have consistently financed, constructed and aggressively developed these
projects, adding significant value for stakeholders.
The Lundin Group of Companies operate in over twenty different countries and have been highly
commended by local communities and governments for their efforts in developing a set of
protocols that ensure issues of environmental and cultural concern are addressed as well as
economic benefits and employment opportunities.
The Lundin Group is headquartered in Geneva, Switzerland. Corporate offices are located in
Vancouver, Calgary, Toronto, Paris and Stockholm. Project offices are worldwide, with key
project offices located in Saskatoon, Denver, Santiago, Jakarta, Tunis, Buenos Aires, San
Juan, Damascus, Cairo, Moscow and Uppsala. A technical office servicing the Lundin oil and gas
companies is located in Geneva, Switzerland.
2.4 |
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Denisons Board of Directors and Management team |
Brief profiles of the directors of Denison and its management team, as at the date of this
Bidders Statement, are as follows:
Lukas H. Lundin, chairman,
Mr. Lundin has served as a director of IUC since May 1997. Born in 1958, Lukas Lundin was
raised in Stockholm, Sweden and educated at the Ecole Internationale de Genève in Switzerland.
In 1981, Mr. Lundin graduated from the New Mexico Institute of Mining and Technology
(engineering).
At age 25, Mr. Lundin headed International Petroleum Corporations extensive and rapidly
growing international operations and was based in the companys technical office in Dubai,
U.A.E. for over 12 years. From 1990 to June 1995, Mr. Lundin was President of International
Musto Exploration Limited and was responsible for Mustos acquisition of the Bajo de la
Alumbrera deposit. Bajo de la Alumbrera was the subject of a $500 million takeover by Rio
Algom and North Limited and is now one of the largest gold/copper producers in the world. Mr.
Lundin was also responsible for Argentina Gold Corp. and the discovery of the multi-million
ounce Veladero gold deposit. Veladero was the subject of a $300 million takeover by Homestake
Mining Company in 1999. In addition, Mr. Lundin was a senior Director of Lundin Oil AB and was
instrumental in the $480 million takeover
of Lundin Oil AB by Talisman Energy in 2001. Mr. Lundin is currently a Director of Atacama
Minerals Corp., Canadian Gold Hunter Corp., Canmex Minerals Corporation, Red Back Mining Inc.,
Lundin Petroleum AB, Lundin Mining Corporation, Tanganyika Oil Company Ltd., Tenke Mining
Corp. and Vostok Nafta Investment Ltd.
E. Peter Farmer, Chief Executive Officer and Director,
Mr. Farmer was the President and Chief Executive Officer of DMI. In addition, Mr. Farmer
served as a director of DMI since September 2003. After the DMI and IUC business combination,
Mr. Farmer was appointed as Chief Executive Officer and a director of Denison. Mr. Farmer
joined Denison Mines Limited in June 1985 as General Counsel and Secretary and later served as
Vice President, General Counsel and Secretary before his appointment as President and Chief
Executive Officer in March 1997. Mr. Farmer served as a director of Denison Mines Limited
starting in 1995, and continued as a director of Denison Energy to 2004. Prior to joining
Denison Mines Limited, Mr. Farmer practiced law with the firm of Beechie and Kerr and served
as Counsel for Avco Financial Services and Union Enterprises Ltd. Mr. Farmer completed his
B.A. at Queens University in 1971 and received his LL.B. from the University of Windsor in
1974.
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Ron F. Hochstein, President, Chief Operating Officer and Director,
Mr Hochstein has been a director of IUC since April, 2000. Mr Hochstein began his career with
Noranda, a major Canadian mining company. Over his 12 years with Noranda Inc. he worked at a
number of its operations and in Toronto with the business development group. After Noranda, he
joined Simons Mining Group in Vancouver where he was the project manager of several feasibility
studies and a financial analyst on a number of fairness opinions. Through his experience in the
mining industry he has worked in South and North America, Africa, Asia and the Middle East and with
most major commodities. Mr. Hochstein joined IUC in the fall of 1999 and took over as President and
Chief Executive Officer in April 2000. After the DMI and IUC business combination, Mr. Hochstein
was appointed President and Chief Operating Officer and a director of Denison. He is currently
President of the Uranium Producers of America and is on the Board of Directors of the U.S. National
Mining Association. Mr. Hochstein has a B.Sc. in metallurgical engineering from the University of
Alberta and an M.B.A. from the University of British Columbia. Mr. Hochstein is also President and
Chief Executive Officer of Fortress Minerals Corp. and is a director of JNR Resources Inc.,
Fortress Minerals Corp., Atacama Minerals Corp. and Santoy Resources Ltd.
John H. Craig, Director
Mr. Craig has been a director of IUC since May 1997. Mr. Craig is a lawyer practicing in securities
law with a focus on equity financings both for underwriters and issuers with an emphasis on
resource companies, TSX listing, dealings with TSX and Ontario Securities Commission for listed
public companies, takeovers and issuer bids and going private transactions. His mergers and
acquisitions experience involves mergers of public companies, both listed and unlisted and
acquisitions of listed companies by unlisted and private concerns. Mr. Craig is also involved with
international resources in negotiation and drafting of mining, oil and gas concession agreements,
joint venture agreements, operation agreements and farm-in agreements in a variety of countries.
Mr. Craig received his B.A. and LLB from the University of Western Ontario and was admitted to the
bar in 1973. Mr. Craig is also a director of the following public companies: Atacama Minerals
Corp., Canadian Gold Hunter Corp., Consolidated HCI Holdings Corp., Lundin Mining Corporation, Rio
Narcea Gold Mines Ltd., Tenke Mining Corp., and Tanganyika Oil Company Ltd.
W. Robert Dengler, Director
Mr. Dengler has served as a director of DMI since March 2004. He is currently serving as
Non-Executive Chairman of Dynatec Corporation. In 2005, Mr. Dengler retired from the position of
President and Chief Executive Officer of Dynatec Corporation, a position that he held for 25 years.
Before founding Dynatec, Mr. Dengler was a partner and Vice-President & General Manager of J.S.
Redpath Limited. Mr. Dengler has more than 40 years of management experience and currently serves
on the board of directors of Dynatec Corporation and Iamgold Corporation. Mr. Dengler obtained his
B.Sc. from Queens University in 1964.
Brian D. Edgar, Director
Mr. Edgar joined the IUC board in March 2005. Mr. Edgar is a lawyer who practiced corporate and
securities law in Vancouver for 16 years. In 1992 Mr. Edgar, along with William A. Rand,
established Rand Edgar Capital Corp. (succeeded by Rand Edgar Investment Corp.). Rand Edgar
Investment Corp. is in the business of providing early stage venture capital to high growth
companies and advisory services. Mr. Edgar is also a director of the following public companies:
Dome Ventures Corporation, Lexacal Investment Corp., Pender Financial Group Corporation, Red Back
Mining Inc., White Knight Resources Ltd. and Pearl Exploration and Production Ltd.
Paul F. Little, Director
Mr. Little has served as a director of DMI since March 2004 and of Denison Mines Limited since May
1997. Mr. Little is President of Westover Investments Inc., an investment company. From 1986 to
1999 he was a principal of the Toronto-based merchant bank, Gornitzki, Thompson & Little and
President of GTL Securities
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Inc., a related securities dealer. Mr. Little serves on the following public company boards:
Pure Energy Services Ltd., EGI Financial Holdings Inc., MediSystem Technologies Inc.,
Nautilus, Inc. and World Point Terminals Inc. He is Chairman of EGI Financial Holdings Inc.
Mr. Little is a Chartered Accountant and holds an M.B.A. from the University of British
Columbia and a B.A. (Economics) from the University of Toronto.
Roy J. Romanow, Director
Mr. Romanow joined the DMI board in April 2005. Mr. Romanow is a Senior Fellow in the
Department of Political Studies at University of Saskatchewan. Mr. Romanow was appointed in
November 2003 as and is now a Member of the Security Intelligence Review Committee (SIRC), an
agency that provides Parliament and the Canadian public with an external review of the
Canadian Security Intelligence Service. Mr. Romanow is a Member of Privy Council. Mr. Romanow
served as Premier of Saskatchewan from 1991 to early 2001. From 2001 to 2003, Mr. Romanow
served as the sole Member on the Commission on the Future of Health Care. Mr. Romanow was
born, raised and educated in Saskatoon, Saskatchewan. He graduated from the University of
Saskatchewan, where he earned both his Arts and Law degrees.
William A. Rand, Director
Mr. Rand has been a director of IUC since May 1997. Mr. Rand received a Bachelor of Commerce
degree (Honors Economics) from McGill University, a law degree from Dalhousie University and a
Master of Laws degree in international law from the London School of Economics. Mr. Rand
practiced securities law in Vancouver, British Columbia, for nearly 25 years before retiring
in October 1992 to establish Rand Edgar Capital Corp. Rand Edgar Capital Corp. is an
investment/banking, venture capital company which has been instrumental in the establishment
and development of South Pacific Resources Corp., General Minerals Corp., Mansfield Minerals
Inc., Sonoma Resources Corp., and others. Mr. Rand was a director of International Musto
Explorations Ltd and is currently a director of the following publicly-traded resource-based
companies: Canadian Gold Hunter Corp., Dome Ventures Corporation, Lexacal Investment Corp.,
Lundin Petroleum AB, Pender Financial Capital Group Corporation, Tanganyika Oil Company Ltd.,
Tenke Mining Corp. Lundin Mining Corporation and Vostok Nafta Investment Ltd.
Catherine J.G. Stefan, Director
Ms. Stefan has served as a director of DMI since September 2004. Ms. Stefan is a Chartered
Accountant with 30 years of business experience, primarily in senior management of public
companies in the real estate sector. She is currently a Partner of Tivona Capital Corporation,
a position that she assumed in 1999, and was previously Chief Operating Officer of O&Y
Properties Inc. from 1996 to 1998. Ms. Stefan obtained her B.Com. from the University of
Toronto in 1973.
2.5 |
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Further information about Denison |
Denison is the result of a business combination under the Ontario Business Corporations
Act (Ontario) (the Act) between IUC and DMI which concluded effective 1 December 2006 and
under which the shares of DMI were converted into shares of IUC and IUC changed its name to
Denison Mines Corp.
Denison is governed by the Act. Denisons securities trade on the TSX under the symbol DML.
The common shares of Denison are also registered under the United States Securities Exchange
Act of 1934, as amended, but the shares do not trade on any U.S. stock exchange.
Copies of documents lodged with Canadian securities regulators by or in relation to Denison
may be obtained from, or inspected at www.sedar.com. Copies of Denisons filings with the
Securities Exchange Commission can be obtained at www.sec.gov.
Denison is currently in good standing with all relevant regulatory authorities.
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3. |
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Information about OmegaCorp |
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3.1 |
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Disclaimer |
Certain of the following information about OmegaCorp has been prepared by Denison using
publicly available information. Denison has had limited opportunity to independently verify
that information about OmegaCorp and does not, subject to the Corporations Act, make any
representation or warranty express or implied, as to the accuracy or completeness of such
information.
Further information in relation to the business of OmegaCorp may be included in OmegaCorps
Target Statement.
3.2 |
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Overview of OmegaCorp |
OmegaCorp was incorporated on 22 August 2000 and was admitted to the Official List of the ASX
on 6 August 2004.
The corporate structure of OmegaCorp and the companies it controls is as follows:
Current OmegaCorp Group Structure
The diagram below details the OmegaCorp Group Structure as at 22 January 2007:
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(c) |
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Directors and Officers |
Ian Middlemas
Non-Executive Chairman
Mr Middlemas is a Chartered Accountant, a member of the Securities Institute of Australia and
holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting
firm before joining the Normandy Mining Group where he was a senior group executive for
approximately 10 years. He has had extensive corporate and management experience, and is
currently a director of a number of listed companies in the resources sector.
Mr Middlemas was appointed a director of OmegaCorp Limited on 23 October 2000. During the
three year period to the end of the financial year, Mr Middlemas has held directorships in
Pacific Energy Limited (June 2006 present), Mantra Resources Ltd (September 2005
present), Odyssey Energy Ltd (September 2005 present), Salinas Energy Ltd (November 1995
present), Echelon Resources Ltd (May 2002 present), Berkeley Resources Ltd (July 2003
present), QED Occtech Ltd (July 2001 present), Leyshon Resources Ltd (November 2001
April 2006), Marion Energy Ltd (August 2004 December 2004), Stirling Products Ltd (April
2003 February 2004), Agincourt Resources Ltd (October 2001 December 2004) and Olea
Australia Ltd (October 1999 November 2004).
Matthew Yates
Managing Director
Mr Yates is a geologist with over nineteen years industry experience, covering most facets of
exploration from generative work to project development. He has worked in Australia and
southern and eastern Africa, Central Asia and the Gulf Region. His work to date has focused on exploration for Archaean gold
deposits and he has led the exploration teams at Nimary in Western Australia and Buhembia in
Tanzania. Mr Yates has an applied technical background and has held senior positions for over
twelve years, including Exploration Manager for Tanganyika Gold Limited.
Mr Yates was appointed as a director of OmegaCorp on 2 February 2004. During the three year
period to the end of the financial year, Mr Yates held a directorship in Echelon Resources Ltd
(May 2002 August 2005).
Glenn Whiddon
Non-Executive Director
Mr Whiddon is based in Europe and has extensive experience in the resources sector. He has a
background in banking, corporate advisory and capital markets, having worked for the Bank of
New York in Australia and Europe. In 1994 he established a boutique merchant bank in Moscow
providing advice and undertaking direct investment, predominately in the resource sector. Mr
Whiddon has been involved in a number of TSX, AIM and ASX listed resource companies and is the
current CEO of Grove Energy Limited, Chairman of Statesman Resources Limited and a non
executive director for Rialto Energy Limited and Seque Resources Limited.
Mr Whiddon was appointed as a Non-Executive Director of OmegaCorp on 20 March 2006. During the
three year period to the end of the financial 2005/2006 year, Mr Whiddon has held
directorships in Grove Energy Limited (1996 present), Statesman Resources Limited (2004
present), Seque Resources Limited (2005 present) and Rialto Energy Limited (2006
present).
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Mark Pearce
Non-Executive Director
Mr Pearce is a Chartered Accountant and is a Fellow of the Institute of Chartered
Secretaries. Mr Pearce is currently a director of several listed companies that operate
in the resources sector. He has had considerable experience in the formation and
development of listed small cap resource companies and has worked for several large
international Chartered Accounting firms.
Mr Pearce was appointed a director of OmegaCorp on 22 August 2000. During the three year
period to the end of the financial year, Mr Pearce has held directorships in Mantra
Resources Ltd (September 2005 present), Echelon Resources Ltd (May 2002 present),
Odyssey Energy Ltd (September 2005 present), Salinas Energy Ltd (February 2002 July
2006), Berkeley Resources Ltd (July 2003 April 2006), QED Occtech Ltd (November 2004
present), Leyshon Resources Ltd (November 2001 April 2006), Marion Energy Ltd
(August 2004 December 2004), Monitor Holdings Ltd
(July 2002 September 2003),
Stirling Products Ltd (April 2003 February 2004) and Central Asia Gold Ltd (November
2000 January 2004).
Luke Watson
Company Secretary
Mr Watson is a Chartered Accountant and holds a Bachelor of Business degree. He commenced
his career with a large international Chartered Accounting firm prior to joining
OmegaCorp.
Mr Watson was appointed Company Secretary of OmegaCorp Limited on 28 November 2005.
3.3 |
Principal activities of OmegaCorp |
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Zambia Kariba Project |
The Kariba Project comprises a single prospecting licence (PL237) and is located
approximately 200 kilometres south of Lusaka, the capital of Zambia. OmegaCorp has a
100% interest in the Kariba Project. The licence covers approximately 1,893 square
kilometres and is held for uranium, fuel minerals, precious metals, base metals and
industrial minerals.
Three main areas of mineralisation, containing five key prospects were identified within
the licence area Mutanga, Dibwe, Dibwe West, Dibwe North and Bungua. These areas have been the focus
of OmegaCorps activities and are all within a fifteen kilometre radius.
OmegaCorp has reported several significant milestones with the Kariba Project:
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successfully generated enough data to allow a JORC compliant resource to be estimated on two of
the prospects. The inferred resource is currently estimated to be 13.7 million pounds U3O8 ; |
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applied modern geophysical techniques to the project with the completion of the first
helicopter borne survey in this area of Zambia; |
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identified numerous geophysical targets for follow-up; |
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completed a scoping study; and |
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identified a process flow sheet from very encouraging metallurgical test results. |
Work is continuing with a view to entering into a definitive feasibility study and ultimately bring
OmegaCorp into production.
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(b) |
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Mozambique Mavuzi Project |
OmegaCorp has a wholly owned subsidiary (OmegaCorp Minerais Limitada) in Mozambique in
which the mineral licences for OmegaCorp are 100% held. The two projects comprise the
Mavuzi Project, centred on the historical Mavuzi Mine, and the Zambezi Valley Project
Mozambique (ZVP-Mozambique).
The Mavuzi Project comprises five contiguous prospecting licences that cover the whole
Mavuzi Mine area and total approximately 700 square kilometres. The Mavuzi Project is
located some 40 kilometres northwest of the provincial centre of Tete in Northwestern
Mozambique and has been the focus of OmegaCorps exploration initiative in Mozambique for
over twelve months.
The Mavuzi Project covers a large portion of the Mavuzi Valley, which drains to the
southwest into the Zambezi River. The area has a long history of exploration and mining
for many commodities including copper, nickel, molybdenum, cobalt and platinum group
elements associated with the Tete Complex.
Work has focussed on defining areas of open pittable mineralisation. Reverse circulation
drilling, data compilation, mapping, ground radiometric surveys and geochemical sampling
have been carried out.
This section sets out the intentions of Denison relating to:
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the continuation of the business of OmegaCorp; |
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any major changes to the business of OmegaCorp and redeployment of the fixed assets of
OmegaCorp; and, |
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(c) |
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the future employment of the present employees of OmegaCorp. |
Denisons intentions, as detailed below, have been formed on the basis of publicly available
information concerning OmegaCorp which is known to Denison as at the date of this Bidders
Statement. This is insufficient to enable Denison to reach a concluded view on its intentions
set out below, and a final determination of any particular course of action will only be made
after all material facts and circumstances have been considered. Accordingly, the statements
set out in this section 4 are statements of Denisons current intentions only, which may
change as new information becomes available and circumstances become apparent or change.
4.2 |
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Intentions upon acquisition of more than 90% |
If Denison becomes entitled to at least 90% of OmegaCorp Shares, then subject to
satisfaction or waiver of the other Conditions of the Offers, Denison intends to:
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proceed to compulsory acquisition of the outstanding OmegaCorp Shares in accordance with
the provisions of the Corporations Act; |
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(b) |
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procure an application to remove OmegaCorp from the official list of ASX; |
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(c) |
|
appoint its own nominees to the board of directors of OmegaCorp and its subsidiaries and
seek the retirement of all current members of the boards of OmegaCorp and all associated
entities; |
|
|
(d) |
|
promptly conduct a review of all of OmegaCorps operations to accurately review the
synergy potential and identify potential cost savings. This will involve the review of
OmegaCorps operations and assets on a strategic and financial level; |
20
|
(e) |
|
promptly identify administrative functions across the combined group including corporate,
finance and accounting, marketing, human resources, information technology, legal and risk
management functions with a view to relocating these centralised head office functions to Denisons
head office, and closing the OmegaCorp head office; |
|
|
(f) |
|
proceed with the development and commercialisation of the Kariba Project as soon as reasonably
possible; and |
|
|
(g) |
|
do all things reasonably necessary or required to give effect to and implement the IPO. |
As a consequence of this review, some employees may be made redundant. Employees who are made
redundant will receive payments and other benefits in accordance with their contractual and
other legal entitlements. Until Denison has completed the detailed review referred to above,
Denison will not be in a position to determine the number of employees whose functions may be
redundant or the timing of any redundancies.
The implementation of any of the steps in this section 4.2 would only be undertaken where
those steps are in accordance with all applicable legal and regulatory requirements, the
Listing Rules, the fiduciary and statutory duties of the directors of OmegaCorp and after
considering the advice of legal and financial advisers.
4.3 Intentions upon acquisition of less than 90%
If Denison declares the Offers to be free from the Conditions in section 9.8 and Denison
does not acquire at least 90% of OmegaCorp Shares and is therefore not entitled to
compulsorily acquire the outstanding OmegaCorp Shares but OmegaCorp becomes a controlled
entity of Denison, Denison intends (subject to the level of Denisons shareholding in
OmegaCorp) to:
|
(a) |
|
seek to appoint its own nominees to constitute all or a majority of the OmegaCorp board,
subject to the Corporations Act and to the constitution of OmegaCorp; |
|
|
(b) |
|
acquire OmegaCorp Shares over time so as to enable Denison to move to compulsory acquisition.
For example, as a result of the acquisition of OmegaCorp Shares in reliance of the 3% creep
exception in item 9 of section 611 of the Corporations Act; |
|
|
(c) |
|
unless OmegaCorp has more than the required spread of shareholders under the Listing Rules,
procure an application to be made to remove OmegaCorp from the official list of ASX; |
|
|
(d) |
|
seek to implement such of the intentions as are detailed in section 4.2 as are consistent with
OmegaCorp being a controlled entity of Denison but not a wholly-owned subsidiary; and |
|
|
(e) |
|
do all things reasonably necessary or required to give effect to and implement the proposed
IPO. |
The implementation of any of the steps in this section 4.3 would only be undertaken where
those steps are in accordance with all applicable legal and regulatory requirements, the
Listing Rules, the fiduciary and statutory duties of the directors of OmegaCorp and after
considering the advice of legal and financial advisers. In particular and, save for the IPO,
the OmegaCorp directors may only implement any such steps if they consider the steps to be in
the best interests of members of OmegaCorp as a whole.
At this stage, no decision has been made as to which persons will be appointed to the board of
OmegaCorp. Denison has not assessed which directors of OmegaCorp it will seek to remove and
which of those directors it will seek to retain.
4.4 Other intentions
Subject to the above, Denison does not foresee a significant shift from the current
strategic direction of OmegaCorp in relation to its core businesses and does not intend to
divest any of OmegaCorps businesses.
21
5. Funding of Offers
5.1 Maximum cash consideration
The consideration for the acquisition of OmegaCorp Shares to which the Offers relate will
be satisfied wholly in cash and, if all the Offers are accepted, will be approximately $170
million (assuming all convertible securities are converted into OmegaCorp Shares).
5.2 Overview of funding arrangements
The cash consideration plus the funds to satisfy all other expenses incurred by Denison
and relating to the Takeover Bid will be provided from existing cash balances which, as at 15
January 2007, were in excess of $180 million (Canadian dollars) (approximately $196 million
Australian dollars) with no current debt.
On 22 December 2006 Dension announced that it had secured a commitment from Scotia Capital for
a $100 million (Canadian dollars) credit facility to provide temporary financing of its
Takeover Bid for OmegaCorp. However, as a result of Denison completing a private placement
(announced on 19 December 2006) and successfully raising approximately $100 million (Canadian
dollars) and Denisons existing cash balances, Denison has decided not to proceed with the
credit facility with Scotia Capital.
The funds available from the existing cash balances are sufficient to fund the maximum
consideration payable pursuant to the Offers (including to all OmegaCorp Optionholders who
exercise their OmegaCorp Options and accept the Offer) and fund related transaction costs
associated with the Offers as well as fund Denisons ongoing operations. The cash balances
are not subject to security interests, rights of set off or other arrangements.
The existing cash balance is held in short term investment instruments with no restrictions on
liquidation of these instruments.
In addition to cash balances, Denison has a portfolio of listed marketable securities which
include shares in Fortress Minerals Corp. (TSX-V), JNR Resources Inc. (TSX-V), Energy Metals
Corp. (TSX-V), Santoy Resources Ltd. (TSX-V). Energy Metals Limited (ASX) and Erdene Gold Inc.
(TSX). These marketable securities have a combined market value, based on market prices as at
the close of business on 15 January 2007, of approximately $79 million (Canadian dollars)
(approximately $86 million Australian dollars). As such, Denison has financial resources
significantly in excess of the maximum amount payable under the Offer, which can be made
available to Denison to fulfil the cash consideration required under the Offer.
There are no hedging arrangements in place for movements in exchange rates in respect of the
cash balances and portfolio of listed marketable securities of Denison set out above.
Notwithstanding, Denison is of the opinion that the funds available from existing cash
balances and the portfolio of listed marketable securities will be sufficient to fund the
maximum consideration payable pursuant to the Offers, even in the event of a material adverse
exchange movement.
22
6. Taxation considerations
6.1 Introduction
The following is a general outline of the main Australian income tax consequences for an
Australian resident individual OmegaCorp Shareholder who disposes of OmegaCorp Shares by
accepting the Offer.
The outline does not take into account or anticipate changes in the law (by legislation or
judicial decision) or practice (by ruling or otherwise). The outline is also not exhaustive of
all income tax considerations which could apply in the circumstances of any given OmegaCorp
Shareholder. In particular, special rules apply to certain shareholders (such as persons not
resident in Australia for income tax purposes, insurance companies, superannuation funds,
banks, employees of OmegaCorp or its associated companies who acquired their OmegaCorp Shares
in respect of their employment and those OmegaCorp Shareholders who hold their OmegaCorp
Shares on revenue account, such as those OmegaCorp Shareholders who trade in shares or hold
OmegaCorp Shares as trading stock) which are not covered by this outline.
All OmegaCorp Shareholders, and particularly those shareholders not specifically addressed by
this outline as noted above (eg. Non-resident shareholders), should consult their own tax
advisers regarding the Australian and, if applicable, foreign income tax consequences of
disposing of OmegaCorp Shares given the particular circumstances which apply to them.
6.2 Capital gain or loss
The sale of OmegaCorp Shares pursuant to the Offer will involve the disposal by OmegaCorp
Shareholders of their OmegaCorp Shares by way of transfer to Denison. This change in ownership
of the OmegaCorp Shares will constitute a CGT event for Australian income tax purposes.
OmegaCorp Shareholders (who are Australian residents) may make a capital gain or incur a
capital loss in respect of the sale of their OmegaCorp Shares that were acquired (or deemed to
have been acquired) after 19 September 1985.
A capital gain will arise to the extent the capital proceeds from the disposal of OmegaCorp
Shares (being the cash received by the OmegaCorp Shareholder under the Offer) exceed the cost
base of the OmegaCorp Shares.
A capital loss will be incurred to the extent the capital proceeds are less than the reduced
cost base of the OmegaCorp Shares.
The capital gains and capital losses of an individual taxpayer from all CGT events are
aggregated to determine whether there is a net capital gain or net capital loss in any given
tax year. A net capital gain may be discounted (as discussed below). Any net capital gain,
after applicable discounts, is included in the assessable income of the individual taxpayer
and may be subject to income tax. Net capital losses may not be deducted against other income
for income tax purposes, but may be carried forward to offset against future capital gains.
If you acquired your OmegaCorp Shares at least 12 months before accepting the Offer.
23
Individuals, trustees of complying superannuation entities or trustees of trusts who acquired their
OmegaCorp Shares at least 12 months before they dispose of them by accepting the Offer may be able
to apply a CGT Discount percentage to the disposal of their OmegaCorp Shares. The CGT Discount
entitles you to reduce any net capital gain on the disposal of the OmegaCorp Shares (after
deducting any available capital losses) by:
|
(a) |
|
50% in the case of individuals and trustees of trusts (other than a trust that is a complying
superannuation entity); or |
|
|
(b) |
|
331/3 % for trustees of complying superannuation entities. |
The CGT Discount is not available to companies (not acting as trustees), nor does it apply to
OmegaCorp Shares held less than 12 months. Special rules apply to determine whether shares
have been held the requisite period and accordingly Shareholders in doubt about their own
position should seek their own advice.
The above comments do not apply if you buy and sell shares in the ordinary course of business,
or if you acquire the shares for resale at a profit. In those cases, any gain will generally
be taxed as normal income.
Again Denison strongly recommends that you seek your own taxation advice in relation to the
disposal of Your OmegaCorp Shares.
6.3 Transfer taxes
No stamp duty is payable for the transfer of listed shares (such as OmegaCorp Shares). No
GST (goods and services tax) applies to the transfer of listed shares (such as OmegaCorp
Shares).
24
7 OmegaCorp Share capital information
7.1 OmegaCorp securities
Based on documents lodged by OmegaCorp with ASX, the total number of securities in each
class in OmegaCorp at the date of this Bidders Statement is as follows:
|
|
|
|
|
Class |
|
Number |
Fully paid ordinary shares
(ASX Code: OMC)
|
|
|
144,860,060 |
|
|
(b) |
|
Unquoted options over unissued shares |
|
|
|
|
|
|
|
|
|
Expiry Date |
|
Exercise Price |
|
Number |
30/06/07
|
|
$ |
0.225 |
|
|
|
490,000 |
|
|
30/09/08
|
|
$ |
0.25 |
|
|
|
200,000 |
|
|
30/09/07
|
|
$ |
0.30 |
|
|
|
9,100,000 |
|
7.2 Denisons Relevant Interest and voting power
Immediately before the Offer was sent, Denison had no Relevant Interest in any OmegaCorp
Shares or any OmegaCorp Options and no voting power in OmegaCorp.
7.3 Interests of Denison directors in OmegaCorp securities
Immediately before the Offer was sent, none of the directors of Denison held a Relevant
Interest in any OmegaCorp securities.
7.4 Dealings in OmegaCorp Shares
In the four months ending on the day immediately before the date of the Offer, neither
Denison nor an associate of Denison provided, or agreed to provide, consideration for any
OmegaCorp Shares under an agreement or purchase.
25
7.5 Benefits to OmegaCorp Shareholders
In the four months ending on the day immediately before the date of the Offer neither
Denison nor any associate of Denison gave, offered to give or agreed to give a benefit to
another person which was likely to induce the other person, or an associate of the other
person, to:
|
(a) |
|
accept an Offer; or |
|
|
(b) |
|
dispose of OmegaCorp Shares, |
which benefit was not offered to all OmegaCorp Shareholders.
7.6 Agreements for increased price or other benefits
Neither Denison nor any of its associates has entered into a transaction prohibited by
section 622(1) of the Corporations Act being a transaction whereby a benefit is to be passed
and the amount or value of the benefit is determined by reference in whole or part to the
consideration offered under the Takeover Bid or the consideration offered for acquisition of
OmegaCorp Shares outside the Takeover Bid during the Offer Period.
7.7 No agreement between Denison and OmegaCorp or the directors of OmegaCorp
Except as referred to elsewhere in this Bidders Statement, there is no agreement between
Denison and OmegaCorp or any of the directors of OmegaCorp in connection with or conditional
upon the outcome of the Offers.
26
8. Additional information
8.1 Date for determining holders of securities
For the purposes of section 633(2) of the Corporations Act, the date for determining the
people to whom this Bidders Statement is sent is 8.00am (WST) on 29 January 2007.
8.2 Options
OmegaCorp Optionholders may elect to exercise their OmegaCorp Options which have vested
(or which vest during the Offer Period) and then accept the Offer in respect of the OmegaCorp
Shares issued to them before or during the Offer Period.
If Denison becomes entitled to compulsorily acquire OmegaCorp Shares under Part 6A.1 of the
Corporations Act, Denison will compulsorily acquire the remaining OmegaCorp Options under Part
6A.2 of the Corporations Act.
8.3 OmegaCorps ASX disclosures
OmegaCorps material announcements to ASX since lodgement of OmegaCorps Annual Report
2006 for the year ended 30 June 2006 are:
|
|
|
Date |
|
Description |
22/01/07
|
|
Mavuzi Resources Limited IPO |
18/01/07
|
|
Becoming a substantial shareholder |
15/01/07
|
|
Change of Directors Interest Notice |
15/01/07
|
|
Appendix 3B: Exercise of Options and Notice Section 708A |
22/12/06
|
|
Appendix 3B: Exercise of Options and S 708A Notice |
22/12/06
|
|
Change to Structure of Entitlements under Mavuzi Spin Off |
21/12/06
|
|
Change in substantial holding |
21/12/06
|
|
Uranium Radiometric Anomaly Identified at ZVP-Mozambique |
6/12/06
|
|
Cash Takeover Bid Received for all Shares in OmegaCorp Ltd |
6/12/06
|
|
Reinstatement to Official Quotation |
4/12/06
|
|
Suspension from Official Quotation |
1/12/06
|
|
Trading Halt |
28/11/06
|
|
Results of AGM |
17/11/06
|
|
Appendix 3B |
15/11/06
|
|
Change in substantial holding |
13/11/06
|
|
Scoping Study confirms Strong Cash Margin Expected at Kariba |
31/10/06
|
|
Amended First Quarter Activities & Cashflow Reports |
31/10/06
|
|
First Quarter Activities & Cashflow Reports |
Announcements by OmegaCorp in relation to the Offer are attached in Annexure A.
27
8.4 Public announcements relating to the Takeover Bid
On 5 December 2006, Denison made a public announcement in relation to the Takeover Bid to
TSX. Copies of this announcement may be obtained by OmegaCorp Shareholders without payment by
contacting the offer enquiry line on 1300 653 890 (or +61 3 9415 4213 for international
callers) or by accessing Denisons website at www.denisonmines.com.
Announcements by Denison in relation to the Offer are attached as Annexure B.
8.5 Foreign Investment Review Board approval
As detailed in section 9.8, the Offer is conditional upon Foreign Investment Review Board
approval.
Denison is a foreign person for the purposes of the Foreign Acquisitions and Takeovers Act
1975 (Cth) (FATA) as a result of persons not ordinarily resident in Australia and foreign
corporations holding an aggregate controlling interest (40%) in Denison. The FATA regulates
the acquisition by foreign persons of interests in Australian businesses and properties by
giving the Treasurer the wide discretion of prohibiting acquisitions he considers are contrary
to the national interest. In practice, this function is delegated to FIRB.
Denison has given notification of the Takeover Bid to FIRB and has provided FIRB with a
detailed submission and Denison is confident that the transaction is consistent with the
Governments foreign investment policy and expects a favourable response to be given in due
course.
Denison will publish a notice as soon as practicable after FIRB approval has been given.
8.6 Bid Implementation Agreement
On 5 December 2006 Denison entered into a bid implementation agreement (BIA) with
OmegaCorp, as amended by OmegaCorp and Denison by way of letter agreement announced to ASX by
OmegaCorp on 22 December 2006. Other than the conditions of the Offer set out elsewhere in
this Bidders Statement, the principle terms of the BIA are set out below.
(a) Break Fee
OmegaCorp will pay Denison a fee of 1% of the equity value of OmegaCorp determined as at
6 December 2006, if before the end of the Offer Period:
|
(i) |
|
a Competing Transaction is announced, or is open for acceptance, and, before the end of the
Offer Period, or, if later, the end of offer period or the effective date under the Competing
Transaction, a third party, being a person other than Denison or an associate, acquires control
(within the meaning of section 50AA of the Corporations Act) of OmegaCorp or any of its
subsidiaries; |
|
|
(ii) |
|
no Competing Transaction is announced, or is open for acceptance, but any director of
OmegaCorp: |
|
(a) |
|
fails to recommend that OmegaCorp Shareholders accept the Takeover Bid in the absence of a
superior offer; or |
|
|
(b) |
|
having made such a recommendation, makes a public statement which withdraws, revises or
qualifies that recommendation; or |
28
|
(iii) |
|
a Competing Transaction is announced, or is open for acceptance, and Denison varies the terms
of the Takeover Bid so that the Offers (as varied) are at least equal to the Competing Transaction
and any director of OmegaCorp: |
|
(a) |
|
fails to recommend that OmegaCorp Shareholders accept the Takeover Bid (as varied) in the
absence of a superior offer; or |
|
|
(b) |
|
having made such a recommendation, makes a public statement which withdraws, revises or
qualifies that recommendation. |
OmegaCorp has agreed to pay the above break fee as fair and reasonable reimbursement for the costs
and expenses incurred by Denison in relation to the Offer.
(b) Undertakings
OmegaCorp must not, and must not authorise, permit or require any of its Associates to either
directly or indirectly solicit or initiate negotiations with third parties which may lead or
may reasonably be expected to lead to a Competing Transaction.
(c) IPO
Before the end of the Offer Period OmegaCorp will:
|
(i) |
|
cause OMC Resources to transfer the OMC MOZ Shares to Mavuzi; and |
|
|
(ii) |
|
obtain from OmegaCorp Shareholders all necessary statutory and/or regulatory approvals to
enter into such agreements and issue all such documents as required to enable Mavuzi to undertake
an initial public offer with OmegaCorp Shareholders and OmegaCorp Optionholders (who exercise their
OmegaCorp Options before the end of the Offer Period) as at the Relevant Date having a priority
entitlement to subscribe under the IPO for Mavuzi Shares on the basis of 1 Mavuzi Share for every 5
OMC Shares held with 1 free attaching Mavuzi Option for every 2 Mavuzi Shares subscribed which
shall be done as the OmegaCorp directors in their absolute discretion determine and subject to the
following: |
|
(a) |
|
Mavuzi issuing 5,000,000 Mavuzi Rights to Denison, with 1 free attaching Mavuzi
Option for every 2 Mavuzi Shares subscribed; |
|
|
(b) |
|
Denison or its nominee acquiring the rights to uranium on properties currently owned by
OMC MOZ; |
|
|
(c) |
|
all assets of OMC MOZ, other than the Mavuzi Project and Meponda Project, are for
nil consideration transferred to OMC Resources or a wholly owned subsidiary of OMC
Resources incorporated for the purpose of acquiring those assets; |
|
|
(d) |
|
on the successful completion of the Takeover Bid, Mavuzi will make available to
Denison advisory assistance on an ongoing basis with regards to existing OmegaCorp assets; and |
|
|
(e) |
|
Mavuzi will enter into a strategic alliance with Denison for 3 years commencing on
the successful completion of the Takeover Bid by which Denison will have a right of first
refusal to acquire on commercial terms 100% of the rights to uranium on any properties
acquired by Mavuzi. |
On 22 January 2007 OmegaCorp announced that following confirmation from ASX that shareholder
approval was not required for the IPO no shareholder meeting would be held. It is anticipated that
the prospectus relating to the IPO will not be lodged and sent to eligible OmegaCorp Shareholders
until after the end of the Offer Period.
29
8.7 Other material information
Except as set out elsewhere in this Bidders Statement, there is no other information that
is:
|
(a) |
|
material to the making of a decision by a OmegaCorp Shareholder whether or not to accept the
Offer; and |
|
|
(b) |
|
known to Denison, |
which has not previously been disclosed to OmegaCorp Shareholders.
8.8 Consents
In accordance with subsection 636(3) of the Corporations Act, Price Sierakowski has given,
and not withdrawn prior to the lodgement of this Bidders Statement, its consent to be named
in this Bidders Statement as Denisons Australian legal advisers in the form and context it
is so named. Price Sierakowski takes no responsibility for any part of this Bidders Statement
other than reference to its name.
In accordance with subsection 636(3) of the Corporations Act, Dundee Securities Corporation
has given, and not withdrawn prior to the lodgement of this Bidders Statement, its consent to
be named in this Bidders Statement as Denisons financial advisers in the form and context it
is so named. Dundee Securities Corporation takes no responsibility for any part of this
Bidders Statement other than reference to its name.
Computershare Investor Services Pty Limited has given and, has not withdrawn prior to
lodgement of this Bidders Statement, its consent to be named in this Bidders Statement as
Denisons share registrar for the Offer. Computershare Investor Services Pty Limited takes no
responsibility for any part of this Bidders Statement.
Copies of relevant parts of reports and statements of third parties which have been lodged
with ASIC or ASX and which are referred to in this Bidders Statement without the consent of
those third parties but in accordance with ASIC Class Order 01/1543 will be provided free of
charge to any OmegaCorp Shareholder who requests a copy during the Offer Period. Relevant
statements were taken from or based on the announcements made by OmegaCorp to ASX on 27/10/06
Annual Report, 13/11/06 Scoping Study confirms Strong Cash Flow Margin Expected at Kariba,
6/12/06 Cash Takeover Bid Received for all Shares in OmegaCorp Limited, 22/12/06 Change to
Structure of Entitlements under Mavuzi Spin Off and 22 January 2007 Mavuzi Resources Limited
IPO. If you would like to receive a copy of any of these reports or statements, please
contact the offer enquiry line on 1300 653 890 (or +61 3 9415 4213 for international callers).
In addition, as permitted by ASIC Class Order 03/635, this Bidders Statement may include or
be accompanied by certain statements:
|
|
|
fairly representing a statement by an official person; or |
|
|
|
|
from a public official document or a published book, journal or comparable publication. |
30
8.9 Compulsory Acquisition of OmegaCorp Shares
(a) Post bid compulsory acquisition provisions
If Denison becomes entitled to compulsorily acquire any OmegaCorp Shares under section
661A of the Corporations Act, Denison will give notices to compulsorily acquire any
outstanding OmegaCorp Shares in accordance with section 661B of the Corporations Act,
even if the OmegaCorp Shares to which those notices relate:
|
(i) |
|
are issued after the Offer closes but before the notices are given (pursuant to
paragraph 661A(4)(b) of the Corporations Act; or |
|
|
(ii) |
|
are issued on exercise of the OmegaCorp Options up to six weeks after the notices
are given (pursuant to paragraph 661A(4)(c) of the Corporations Act). |
Denison may compulsorily acquire all outstanding OmegaCorp Shares at the Offer Price
under these provisions if, during or at the end of the Offer Period:
|
(iii) |
|
Denison has a relevant interest in at least 90% (by number) of OmegaCorp Shares;
and |
|
|
(iv) |
|
Denison has acquired at least 75% (by number) of OmegaCorp Shares that Denison
offered to acquire under the Offer. |
|
|
Holders of OmegaCorp Shares covered by a compulsory acquisition notice under Part 6A.1 of
the Corporations Act may apply to the Court for an order that their shares not be
compulsorily acquire. The Court may only make such an order if it is satisfied that the
consideration is not fair value for the securities. |
(b) General compulsory acquisition provisions
If Denison becomes entitled to compulsorily acquire OmegaCorp Shares and OmegaCorp
Options under section 664A of the Corporations Act, Denison will give notices to
OmegaCorp Shareholders (unless Denison is entitled to proceed to compulsory acquisition
of the OmegaCorp Shares pursuant to section 661A of the Corporations Act described above)
and OmegaCorp Optionholders to compulsorily acquire any outstanding OmegaCorp Shares and
OmegaCorp Options in accordance with section 664C of the Corporations Act.
Denison will be able to compulsorily acquire all outstanding OmegaCorp Shares and
OmegaCorp Options under section 664A of the Corporations Act if
Denisons voting power in OmegaCorp is at least 90% and Denison (either
alone or with related bodies corporate) holds full beneficial interests in at least 90%
(by value) of the aggregate of all OmegaCorp Shares and OmegaCorp Options and:
|
(i) |
|
lodges a compulsory acquisition notice with ASIC in accordance with section 664C(2)
of the Corporations Act within six months of achieving that 90% holding (and dispatches
the notice to OmegaCorp Shareholders and OmegaCorp Optionholders by the following
Business Day); and |
|
|
(ii) |
|
obtains the report of an expert stating whether, in the
experts opinion, the terms proposed in
the notice give fair value for the securities covered. |
OmegaCorp Shareholders and OmegaCorp Optionholders whose OmegaCorp Shares and OmegaCorp
Options are covered by the compulsory acquisition notice are entitled to object to the
acquisition by signing an objection form and returning it to Denison. If OmegaCorp
Shareholders holding 10% or more of the OmegaCorp Shares covered by the notice object,
Denison will need Court approval before the relevant acquisition can proceed.
31
(c) Compulsory offer to buy out OmegaCorp Shares and OmegaCorp Options
If Denison is required to offer to buy out outstanding OmegaCorp Shares under section 662A of
the Corporations Act or OmegaCorp Options under section 663A of the Corporations Act (and no
relevant modification of those sections apply), Denison will give notices to the relevant
OmegaCorp Shareholders and OmegaCorp Optionholders offering to buy out their OmegaCorp Shares
in accordance with section 662B of the Corporations Act and their OmegaCorp Options in
accordance with section 663B of the Corporations Act.
Denison must serve a notice offering to buy out all remaining OmegaCorp Shares and OmegaCorp
Options if, at the end of the Offer Period, Denison and its Associates have relevant interests
in at least 90% (by number) of OmegaCorp Shares. In the case of a notice to holders of
OmegaCorp Options, the notice will need to be accompanied by a report of an expert stating
whether, in the experts opinion, the terms proposed in the notice give fair value for the OmegaCorp Options. OmegaCorp
Shareholders and OmegaCorp Optionholders who hold shares or options covered by the notice may,
but need not, accept the offer in the notice. The notices must be dispatched to OmegaCorp
Shareholders and OmegaCorp Optionholders within one month after the end of the Offer Period
and on the same day as they are lodged with ASIC or the next Business Day. OmegaCorp
Shareholders and OmegaCorp Optionholders who wish to accept the offer must do so within one
month after the notice is dispatched to them.
Denison is not required to give a notice to OmegaCorp Shareholders offering to buy out their
OmegaCorp Shares under section 662B of the Corporations Act if it has given those shareholders
a compulsory acquisition notice under section 661B of the Corporations Act. Accordingly,
Denison does not anticipate that it will need to make an offer to buy out outstanding
OmegaCorp Shares under section 662A of the Corporations Act as it will proceed to compulsory
acquisition of those shares in accordance with section 661A of the Corporations Act as
outlined in section 8.9(a).
32
9. Offer terms
9.1 The Offer
|
(a) |
|
Denison offers to acquire all of Your OmegaCorp Shares on the terms and subject to the
Conditions of this Offer. |
|
|
(b) |
|
The consideration offered is $1.10 in cash for each of Your OmegaCorp Shares and any
Rights attaching to Your OmegaCorp Shares. |
|
|
(c) |
|
You may only accept this Offer in respect of all Your OmegaCorp Shares. If you hold one
or more parcels as trustee or nominee for, or otherwise on account of, another person, certain
exceptions to this requirement may apply (see section 9.1(h)). |
|
|
(d) |
|
Unless this Offer is withdrawn or extended in accordance with the Corporations Act, this
Offer will remain open during the period commencing on 1 February 2007 and ending at 5pm CST
on 28 February 2007. |
|
|
(e) |
|
The Offer relates to OmegaCorp Shares that exist or will exist as at the Relevant Date and
extends to all OmegaCorp Shares which are issued from the Relevant Date to the end of the
Offer Period. |
|
|
(f) |
|
This Offer is made to you as the holder of Your OmegaCorp Shares at the Relevant Date. |
|
|
(g) |
|
If at the time this Offer is made to you, or at any time during the Offer Period and
before you accept this Offer another person is, or is entitled to be, registered as the holder
of some or all of Your OmegaCorp Shares (the Transferred Shares): |
|
(i) |
|
this Offer is deemed to have been withdrawn; |
|
|
(ii) |
|
a corresponding Offer is taken to have been made to that other person in respect of
the Transferred Shares; and |
|
|
(iii) |
|
a corresponding Offer is taken to have been made to you in respect of Your
OmegaCorp Shares other than the Transferred Shares. |
|
(h) |
|
If at any time during the Offer Period and before you accept this Offer, you hold one or
more parcels of Your OmegaCorp Shares as trustee or nominee for, or otherwise on account of,
another person within the meaning of section 653B of the Corporations Act, then in accordance
with section 653B of the Corporations Act: |
|
(i) |
|
this Offer will be deemed at that time to consist of separate corresponding Offers
made to you in relation to the respective distinct parcels of Your OmegaCorp Shares
including any parcel that you hold in your own right; |
|
|
(ii) |
|
an acceptance by you of any of those separate corresponding Offers is ineffective
unless you have given to Denison notice which: |
|
(a) |
|
indicates that Your OmegaCorp Shares consist of distinct parcels; and |
|
|
(b) |
|
if it relates to OmegaCorp Shares in a CHESS Holding, is in an electronic form
approved by the ASTC Settlement Rules; or |
|
|
(c) |
|
if it relates to OmegaCorp Shares held in an Issuer Sponsored Holding, is in
writing; and |
|
(iii) |
|
you may at the one time accept two or more such corresponding Offers as if they
were a single Offer in relation to a distinct parcel of OmegaCorp Shares. |
33
Where
you require additional copies of the Bidders Statement and
Acceptance Form, please contact the offer enquiry line on 1300 653 890 (or +61 3
9415 4213 for international callers) to request such additional copies.
9.2 How to accept this Offer
|
(a) |
|
You may accept this Offer at any time during the Offer Period, in the manner provided
in sections 9.2 to 9.4. |
|
|
(b) |
|
The manner in which you accept this Offer will depend on whether Your OmegaCorp Shares are
in an Issuer Sponsored Holding (see sections 9.3(a)
(c)) or in a CHESS Holding (see sections
9.4(a) (c)). |
|
|
(c) |
|
Subject to section 9.6(b), if some of Your OmegaCorp Shares are in an Issuer Sponsored
Holding, and some of Your OmegaCorp Shares are in a CHESS Holding, your acceptance of this
Offer will require separate action in relation to the separate portions of Your OmegaCorp
Shares. |
9.3 Issuer Sponsored Holding
|
(a) |
|
If Your OmegaCorp Shares are held in an Issuer Sponsored Holding, to accept this Offer
you must complete and sign the accompanying Acceptance Form in accordance with the
instructions on it and return it, together with any other documents required by those
instructions, to: |
|
|
|
|
(By mail) |
|
|
|
|
Computershare Investor Services Pty
Limited GPO Box 1326 ADELAIDE SOUTH
AUSTRALIA 5001 |
|
|
|
|
OR |
|
|
|
|
(By delivery in person) |
|
|
|
|
Computershare Investor Services Pty
Limited Level 5/115 Grenfell Street
ADELAIDE SOUTH AUSTRALIA 5000 |
|
|
|
|
so that it is received by Denison before the end of the Offer Period. A reply paid
envelope is enclosed for your convenience (not able to be used by overseas OmegaCorp
Shareholders). |
|
|
(b) |
|
Acceptance will be deemed to have been effected when, subject to this section 9, the duly
completed Acceptance Form has been received at one of the above addresses. |
|
|
(c) |
|
For Issuer Sponsored Holdings only, if your Acceptance Form is returned by mail, it will
be deemed to be received in time if the envelope in which it is sent is post-marked before the
expiry of the Offer Period (even if it is received after that date). |
34
9.4 CHESS Holding
|
(a) |
|
If Your OmegaCorp Shares are held in a CHESS Holding, then acceptance of this Offer
can only be made in accordance with the ASTC Settlement Rules by: |
|
(i) |
|
instructing your Controlling Participant to initiate acceptance of this Offer in
accordance with Rule 14.14 of the ASTC Settlement Rules before the end of the Offer
Period; |
|
|
(ii) |
|
subject to section 9.4(c), completing and signing the accompanying Acceptance Form
in accordance with the instructions on it and returning it, together with any other
documents required by those instructions, to one of the addresses listed in section
9.3(a); or |
|
|
(iii) |
|
if you are a Participant, initiating acceptance of this Offer in accordance with
Rule 14.14 of the ASTC Settlement Rules before the end of the Offer Period. |
|
(b) |
|
Notwithstanding any other clause to the contrary, acceptance of this Offer in accordance
with section 9.4(a)(i) or (ii) is not effective unless, prior to the end of the Offer Period,
the Controlling Participant of the shareholding has initiated an acceptance of this Offer in
accordance with Rule 14.14 of the ASTC
Settlement Rules. |
|
|
(c) |
|
If you choose to accept this Offer in the manner outlined in section 9.4(a)(ii), you: |
|
(i) |
|
acknowledge that Denison (or its agents or nominees) will merely forward your
Acceptance Form to your Controlling Participant (the only person who can accept this
Offer on your behalf) and that it is your responsibility to allow sufficient time for
your Controlling Participant to initiate acceptance of this Offer; |
|
|
(ii) |
|
acknowledge that Denison (or its agents or nominees) is not responsible for any
delays incurred by the process outlined in section 9.4(c)(i) or any losses whatsoever you
incur by the fact that your acceptance is not processed before the end of the Offer
Period; and |
|
|
(iii) |
|
agree to promptly give any further instructions or take any further actions
necessary (and authorise Denison to give any instructions and take any actions necessary)
concerning Your OmegaCorp Shares to your Controlling Participant to initiate acceptance
of this Offer on your behalf in accordance with Rule 14.14 of the ASTC Settlement Rules
prior to the end of the Offer Period. |
9.5 Acceptance Forms
|
(a) |
|
You must comply with the directions on the Acceptance Form in order to lodge an
effective acceptance of this Offer. |
|
|
(b) |
|
Denison may deem any duly completed faxed copy of an Acceptance Form received by it before
the end of the Offer Period to be a valid acceptance. Where a faxed copy of an Acceptance
Form in respect of a CHESS Holding is received, it will be treated as an acceptance subject to
section 9.4(a)(ii). |
|
|
(c) |
|
Denison may deem any Acceptance Form received by it before the end of the Offer Period to
be a valid acceptance notwithstanding that any of the requirements for acceptance have not
been complied with. |
|
|
(d) |
|
No payment of consideration need be made until the required documents have been received
and any outstanding requirements have been satisfied. |
35
9.6 Effect of acceptance
By initiating acceptance of this Offer through CHESS, or signing and returning an
Acceptance Form, you will have:
|
(a) |
|
accepted this Offer irrevocably in accordance with its terms and conditions in respect of
all of Your OmegaCorp Shares; |
|
|
(b) |
|
if some of Your OmegaCorp Shares are in an Issuer Sponsored Holding, and some of Your
OmegaCorp Shares are in a CHESS Holding, and your acceptance was made only in respect of one
type of holding, agreed, on request from Denison or its agents, to promptly take any actions
necessary and have authorised Denison to take any actions necessary concerning the unaccepted
holding of Your OmegaCorp Shares to ensure those shares are validly accepted in accordance
with sections 9.2 to 9.4 prior to the end of the Offer Period; |
|
|
(c) |
|
agreed to transfer Your OmegaCorp Shares to Denison, subject to the Offer being declared
free from the Conditions set out in section 9.8 or such Conditions being satisfied or waived; |
|
|
(d) |
|
authorised Denison (by any of its directors, secretaries, officers, employees and agents,
jointly and severally) to complete on your behalf on the Acceptance Form (if applicable)
correct details of Your OmegaCorp Shares, fill in any blanks remaining on the Acceptance Form
and rectify any error in or omission from the Acceptance Form as may be necessary to make it
an effectual acceptance of this Offer or to enable registration of the transfer of Your
OmegaCorp Shares to Denison; |
|
|
(e) |
|
represented and warranted to Denison that Your OmegaCorp Shares will, both at the time of
your acceptance of this Offer and at the time of registration of the transfer of Your
OmegaCorp Shares to Denison, be fully paid up and free from Encumbrances, that you have full
power and authority to sell Your OmegaCorp Shares and that, upon transfer, Denison will be the
owner of Your OmegaCorp Shares; |
|
|
(f) |
|
represented and warranted to and agreed with Denison that Your OmegaCorp Shares will be
acquired by Denison with all Rights and that you will execute all instruments as Denison may
require for the purpose of vesting in it such Rights; |
|
|
(g) |
|
irrevocably authorised and directed OmegaCorp to pay to Denison or to account to Denison
for all Rights, subject to any Rights received by Denison being accounted for by Denison to
you if the Offer is withdrawn or the contract formed by your acceptance of this Offer is
rendered void; |
|
|
(h) |
|
except where Rights have been paid or accounted for under section 9.6(g). irrevocably
authorised Denison to offset from the consideration payable in respect of Your OmegaCorp
Shares the amount of all Rights or, where the Rights take a non-cash form, an amount equal to
the value of those Rights (as reasonably assessed by Denison); |
|
|
(i) |
|
represented and warranted to Denison that, unless you have provided notice in accordance
with section 9.1(h)(ii), Your OmegaCorp Shares do not consist of distinct parcels of OmegaCorp
Shares; |
|
|
(j) |
|
irrevocably appointed Denison and its directors, secretaries, officers, employees and
agents from time to time, jointly and severally, from the time that this Offer or any contract
resulting from acceptance of this Offer is or becomes unconditional, as your attorney in your
name and on your behalf: |
|
(i) |
|
to attend and exercise any voting rights attaching to Your OmegaCorp Shares
(including but not limited to demanding a poll for any vote) at any and all meetings of
OmegaCorp held from the
time that this Offer or any contract resulting from your acceptance of this Offer is or
becomes unconditional until Denison is registered as the holder of Your OmegaCorp Shares; |
36
|
(ii) |
|
to execute and deliver all forms, transfers, assignments, notices and instruments
relating to Your OmegaCorp Shares (including instruments appointing a director of Denison
as a proxy in respect of Your OmegaCorp Shares and any application to OmegaCorp for a
replacement certificate in respect of any certificate which has been lost or destroyed); |
|
|
(iii) |
|
generally to exercise all your powers and Rights in relation to Your OmegaCorp
Shares including the power to requisition or join in requisitioning general meetings of
OmegaCorp in accordance with the constitution of OmegaCorp or sections 249D, 249E or 249F
of the Corporations Act and to consent to short notice of any general meetings of
OmegaCorp; and |
|
|
(iv) |
|
to request OmegaCorp to register in the name of Denison (or its nominee) Your
OmegaCorp Shares which you hold on any register of OmegaCorp, |
|
|
and agreed that, in exercising the powers conferred by this power of attorney, Denison or
a director, secretary, officer, employee or agent of Denison (as the case may be) will be
entitled to act in the interests of Denison as the beneficial owner and intended
registered holder of Your OmegaCorp Shares; |
(k) |
irrevocably authorised Denison, from the time this Offer or any contract resulting from
acceptance of this Offer is or becomes unconditional or all Conditions have been satisfied, to
notify OmegaCorp on your behalf that your address for the purpose of serving notices upon you
in respect of Your OmegaCorp Shares is, other than for any priority entitlement under the
IPO, the address of Denison and that all such notices are to be marked care of Denison and to
direct OmegaCorp to serve all notices and to send all correspondence, payments of dividends
and other distributions, rights and entitlements, notifications of entitlements and other
communications and documents of any kind in respect of Your OmegaCorp Shares to Denison at its
address; |
|
(l) |
in respect of any of Your OmegaCorp Shares which are held in a CHESS Holding, irrevocably
authorised and directed Denison by its directors, secretaries, officers, employees and agents
to: |
|
(i) |
|
instruct your Controlling Participant to initiate acceptance of this Offer in respect
of those OmegaCorp Shares in accordance with the ASTC Settlement Rules; and |
|
|
(ii) |
|
give any other instructions in relation to those OmegaCorp Shares to your
Controlling Participant on your behalf under the sponsorship agreement between you and
the Controlling Participant, as determined by Denison acting in its own interests as a
beneficial owner and intended registered holder of Your OmegaCorp Shares; and |
|
(m) |
|
with effect from the date that this Offer or any contract resulting from acceptance of
this Offer is declared free from all its Conditions or such Conditions are satisfied or
waived, irrevocably authorised Denison (or its agents or nominees) to do all things necessary
to transfer Your OmegaCorp Shares into the name of Denison (including, if at the time of
acceptance of this Offer some or all of Your OmegaCorp Shares are in a CHESS Holding, to cause
a message to be transmitted in accordance with Rule 14.17.1 of the ASTC Settlement Rules to
transfer Your OmegaCorp Shares to Denisons Takeover Transferee
Holding), regardless of whether Denison has paid the consideration due
to you under this Offer. |
9.7 Payment for OmegaCorp Shares acquired
|
(a) |
|
If you accept this Offer and your acceptance complies with sections 9.2 to 9.4 (as
applicable) or Denison determines to treat your acceptance as valid, Denison will pay you the
cash amount to which you are entitled by acceptance of this Offer by cheque in Australian
currency. The cheque will be sent, at your risk, by prepaid ordinary mail or, if you have an
overseas address, by prepaid airmail to the address on the Acceptance Form (or such other
address notified in writing to Denison before the cheque is sent). |
37
|
(b) |
|
Subject to sections 9.7(c) and (d), Denison will pay to you the consideration to which you are
entitled on acceptance of this Offer on or before the earlier of: |
|
(i) |
|
21 days after the end of the Offer Period; or |
|
|
(ii) |
|
one month after the first day on which both the following apply: |
|
(a) |
|
this Offer has been validly accepted by you; and |
|
|
(b) |
|
the contract resulting from your acceptance of this Offer has become unconditional. |
|
(c) |
|
Where the Acceptance Form requires an additional document to be given with your acceptance
(such as a power of attorney): |
|
(i) |
|
if that document is given with your acceptance, Denison will pay you the consideration to
which you are entitled in accordance with section 9.7(b); |
|
|
(ii) |
|
if that document is given after acceptance and before the end of the Offer Period while
the Offer is subject to a defeating condition, Denison will pay you the consideration to which
you are entitled by the end of whichever of the following periods end earlier: |
|
(a) |
|
21 days after the end of the Offer Period; or |
|
|
(b) |
|
one month after the contract resulting from acceptance of this Offer becomes
unconditional; |
|
(iii) |
|
if that document is given after acceptance and before the end of the Offer Period while
the Offer is not subject to a defeating condition, Denison will pay you the consideration to
which you are entitled by the end of whichever of the following periods end earlier: |
|
(a) |
|
21 days after the end of the Offer Period; or |
|
|
(b) |
|
one month after that document is given; |
|
(iv) |
|
subject to section 9.7(c)(v), if that document is given after acceptance and after the
end of the Offer Period, Denison will pay you the consideration to which you are entitled
within 21 days after that document is given, but if at the time the document is given the
Offer is still subject to the Condition in section 9.8(f), within 21 days after the Offer
becomes unconditional; and |
|
|
(v) |
|
if that document is not provided to Denison within one month after the end of the Offer
Period, Denison may, in its sole discretion, rescind the contract resulting from your
acceptance of the Offer. |
|
(d) |
|
If, at the time of acceptance of this Offer, any authority or clearance of the Reserve Bank of
Australia or of the Australian Taxation Office is required for you to receive any consideration
under this Offer or you are resident in or a resident of a place to which, or you are a person to
whom: |
|
(i) |
|
the Banking (Foreign Exchange) Regulations 1959 (Cth); |
|
|
(ii) |
|
Part 4 of the Charter of the United Nations Act 1945 (Cth); |
|
|
(iii) |
|
the Charter of the United Nations (Terrorism and Dealings with Assets) Regulations 2002
(Cth); |
|
|
(iv) |
|
the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or |
|
|
(v) |
|
any other law of Australia that would make it unlawful for Denison to provide
consideration for Your OmegaCorp Shares, |
38
applies, then acceptance of this Offer will not create or transfer to you any right
(contractual or contingent) to receive the consideration specified in this Offer unless
and until all requisite authorities or clearances have been obtained by Denison.
|
(e) |
|
If Denison is required by law to retain or withhold (and pay to a Public Authority) any
amount of the consideration payable to you under this Offer, the retention or payment by
Denison of that amount in conjunction with payment of the remaining consideration payable to
you in accordance with this section 9.7 will constitute full and proper payment of the
consideration payable to you under this Offer. |
9.8 Conditions
This Offer and any contract arising from acceptance of this Offer are subject to the
fulfilment of the following conditions:
Regulatory approval conditions
|
(a) |
|
(FIRB Approval) one of the following occurs before the end of the Offer Period: |
|
(i) |
|
Denison receives written notice issued by or on behalf of the Treasurer of the
Commonwealth of Australia stating that there are no objections under
the Australian Governments foreign investment policy to the acquisition by Denison of the OmegaCorp Shares under the Offer,
such notice being unconditional; |
|
|
(ii) |
|
the expiry of the period provided under the FATA during which the Treasurer may make
an order or an interim order under FATA prohibiting the acquisition of OmegaCorp Shares
under the Offer, without such an order being made; or |
|
|
(iii) |
|
if an interim order is made to prohibit the acquisition of OmegaCorp Shares under
the Offer, the subsequent period for making a final order has elapsed, without any such
final order being made. |
|
(b) |
|
(absence of regulatory actions) between the Announcement Date and the end of the Offer
Period (each inclusive): |
|
(i) |
|
there is not in effect any preliminary or final decision, order or decree issued by a
Public Authority; |
|
|
(ii) |
|
no inquiry, action or investigation is instituted or threatened by
any Public Authority; and |
|
|
(iii) |
|
no application is made to any Public Authority (other
than by Denison or its associates), |
|
|
in consequence of or in connection with the Offer (other than an application to, or a
decision or order or, ASIC or the Takeovers Panel in exercise of the powers and
discretions conferred by the Corporations Act) which restrains, prohibits or impedes or
threatens to restrain prohibit or restrain, or materially impact upon, the making of the
Offers and the completion of any transaction contemplated by the Bidders Statement
(including, without limitation, full, lawful, timely and effectual
implementation of the intentions set out in the Bidders Statement) or
which requires the divestiture by Denison of any OMC Shares or any material assets of OmegaCorp or any subsidiary of OmegaCorp. |
39
Adverse change conditions
|
(c) |
|
(no material adverse change) |
|
(i) |
|
Between the Announcement Date and the end of the Offer Period (each inclusive) none
of the following occurs: |
|
(a) |
|
an event, change, condition, matter or thing occurs: |
|
|
(b) |
|
information is disclosed or announced by OmegaCorp or any of its subsidiaries
concerning any event, change, condition, matter or thing; or |
|
|
(b) |
|
information concerning any event, change, condition, matter or thing which
becomes known to Denison (whether or not becoming public), |
|
|
which was not known to Denison before the Announcement Date and will have, could
reasonably be expected to have or which evidences that there has been as material
adverse effect on the business, assets, liabilities, financial position and
performance, material contracts (taken as a whole), profitability or prospects of
OmegaCorp or any of its subsidiaries since 23 November 2006. |
|
(ii) |
|
For the purposes of section 9.8 (c)(i), Denison shall not be taken to know of
information concerning any event, change, condition, matter or thing before the
Announcement Date, unless Denison knew or ought reasonably to have known (having regard
to the information disclosed by OmegaCorp in its public filings with the ASX and ASIC
before the Announcement Date), of the extent or magnitude of the event, change,
condition, matter or thing. |
|
|
(iii) |
|
Section 9.8 (c)(i) does not apply in relation to particular information if that
information was previously disclosed by OmegaCorp in a public filing with the ASX or ASIC
provided that the disclosure was full and fair (including, without limitation, in
relation to the extent and magnitude of the event, change, condition, matter or thing, as
the case may be) and was not, and is not likely to be, incomplete, incorrect, untrue or
misleading. |
|
(d) |
|
(no change of control rights) between the Announcement Date and the end of the Offer
Period (each inclusive), there is no person having any rights, being entitled to have any
rights, alleging an entitlement, or expressing or announcing an intention (whether or not that
intention is stated to be a final or determined decision of that person) in all cases whether
subject to conditions or not, as a result of any change of control event in respect of
OmegaCorp (including, Denison acquiring Shares in OmegaCorp) or any of its subsidiaries or
assets, to: |
|
(i) |
|
terminate or alter any contractual relations between any person and OmegaCorp or any
of its subsidiaries (for this purpose an alteration includes the operations of a contract
whether or not that altered operation is provided for under existing terms of the
contract); |
|
|
(ii) |
|
require the termination, modification or disposal (or offer to dispose) of any
interest or asset, corporate body, joint venture or other entity; or |
|
|
(iii) |
|
accelerate or adversely modify the performance of any obligations of OmegaCorp or
any of its subsidiaries under any agreements, contracts or other legal arrangement; |
|
|
except in respect of the IPO. |
|
(e) |
|
(access to information) between the Announcement Date and the end of the Offer Period,
OmegaCorp promptly, and in any event within 5 Business Days, provides to Denison a copy of all
material information which Denison may from time to time reasonably request, whether or not
generally available (within the meaning of the Corporations Act) relating to OmegaCorp or any
of its subsidiaries, or their respective assets, liabilities or operations. |
40
|
(f) |
|
(no prescribed occurrences) between the Announcement Date and the date 3 Business Days
after the end of the Offer Period (each inclusive), no Prescribed Occurrence occurs. |
9.9 Operation of conditions
|
(a) |
|
Each of the Conditions set out in each subsection, paragraph and subparagraph of section
9.8: |
|
(i) |
|
constitutes and is to be construed as a separate, several and distinct condition; and |
|
|
(ii) |
|
subject to the Corporations Act will be for the benefit of Denison alone and may be
relied upon only by Denison. |
|
(b) |
|
Subject to the Corporations Act, each of the Conditions contained in each subsection, paragraph
and subparagraph of section 9.8 is a condition subsequent and will not prevent a contract to sell
Your OmegaCorp Shares arising from acceptance of this Offer, but any breach or non-fulfilment of
such a Condition will entitle Denison, by written notice, to rescind the contract resulting from
acceptance of this Offer. |
9.10 Freeing the Offers from conditions
Subject to and in accordance with the Corporations Act, Denison may declare all Offers
free from any or all of the Conditions contained in section 9.8 by giving notice in writing to
OmegaCorp. Any declaration made under this section 9.10 may be made by Denison in its sole
discretion but in compliance with the Corporations Act:
|
(a) |
|
in the case of the condition in section 9.8(f), at any time up until three Business Days after
the end of the Offer Period; or |
|
|
(b) |
|
in any other case, no later than seven days before the end of the Offer Period. |
9.11 Notice on status of conditions
Denison will give notice of the status of the conditions in section 9.8 in accordance with
section 630(1) of the Corporations Act on 21 February 2007, subject to extension in accordance
with section 630(2) of the Corporations Act if the period during which this Offer remains open
for acceptance is extended under section 650C of the Corporations Act.
9.12 Breach or non-fulfilment of conditions
If at the end of the Offer Period (or, in the case of the Condition in section 9.8(f), at
the end of three Business Days after the end of the Offer Period), in respect of any of the
Conditions contained in section 9.8:
|
(a) |
|
Denison has not declared this Offer and all other Offers made by Denison to be free from that
condition; and |
|
|
(b) |
|
that Condition has not been fulfilled, |
all contracts resulting from the acceptance of Offers and all Offers that have been accepted and
from which binding contracts have not yet resulted, are void. In that event, Denison will, if you
have accepted this Offer:
41
|
(c) |
|
return your Acceptance Form together with all documents forwarded by you (if any) to your
address as shown in the Acceptance Form; and |
|
|
(d) |
|
notify ASTC of the lapse of the Offers in accordance with Rule 14.19 of the ASTC Settlement
Rules. |
9.13
Reasonable endeavours in relation to conditions
Denison will:
|
(a) |
|
use reasonable endeavours to procure that each of the Conditions in section 9.8 is satisfied;
and |
|
|
(b) |
|
not do or omit to do anything which may cause a breach of any such Condition. |
9.14 Withdrawal of Offers
Denison may withdraw unaccepted Offers at any time with the consent of ASIC. ASIC may
consent subject to conditions.
9.15 Variation
Denison may at any time, and from time to time, vary this Offer in accordance with the
Corporations Act.
9.16 Costs
All costs and expenses of the preparation and circulation of the Bidders Statement and
the Offers will be paid by Denison. No brokerage or stamp duty is payable by you if you accept
this Offer.
9.17 Notices
Any notice to be given by Denison to you in connection with the Offers may be given to you
by leaving it at or sending it by prepaid ordinary mail, or in the case of any address outside
Australia, by prepaid airmail to you at your address as recorded in the register of members of
OmegaCorp on the Relevant Date or the address shown in the Acceptance Form.
9.18 Broker handling fees
Denison will pay a broker handling fee to participating organisations of ASX (Brokers) in
respect of valid acceptances received from retail shareholders in connection with the Offer.
A stamping fee upon the terms below will be payable to a Broker in respect of all valid retail
acceptances received by Denison for OmegaCorp Shares which bear the Brokers official stamp or
are accepted through the Broker via CHESS.
The stamping fee will be 0.5% of the value of the OmegaCorp Shares covered by the acceptance.
There will be a $50 minimum fee per acceptance and the maximum fee per acceptance will be
capped at $750 including GST.
Brokers are precluded from receipt of payment of any stamping fee in respect of shares in
which they or their associates have relevant interests (within the meaning of those terms
under the Corporations Act).
42
To qualify for the stamping fee, the acceptances must be received by Denison on or before the end
of the Offer Period and Brokers must submit a tax invoice addressed to Denison.
Set out below are further conditions attaching to the offer of a Broker handling fee:
|
(a) |
|
the submission of any acceptances bearing a Brokers official stamp will constitute an
acknowledgment by the Broker that it has represented to Denison that: |
|
(i) |
|
neither it nor an associate of it is the accepting OmegaCorp Shareholder; |
|
|
(ii) |
|
the handling fee will not be shared directly or indirectly with the accepting OmegaCorp
Shareholder; |
|
|
(iii) |
|
it and the accepting OmegaCorp Shareholder are not associated for any other reason under
the Corporations Act; and |
|
|
(iv) |
|
if requested, the Broker will confirm the above in writing to Denison before fees are
paid; |
|
(b) |
|
for OmegaCorp Shareholders on the CHESS sub-register that are Broker sponsored, where that
shareholder directly requests Denison (and not the Broker) to initiate acceptance of the Offer on
their behalf, the Broker will not be entitled to receive the handling fee; |
|
|
(c) |
|
subject to the terms set out above and receipt of a tax invoice, payment of the handling fee
will be made by cheque within one month of the Offer closing and once a valid tax invoice has been
received; and |
|
|
(d) |
|
Denison reserves the right at its absolute discretion not to pay brokerage on acceptances it
deems to be from the same shareholder, non-retail shareholders or acceptances that appear to have
been split. |
9.19 Consent to early dispatch
The OmegaCorp directors have agreed to the dispatch of this document to OmegaCorp
Shareholders and OmegaCorp Optionholders earlier than 14 days after it was given to OmegaCorp.
10. Authorisation
This Bidders Statement has been approved by a resolution passed by the directors of
Denison on 22 January 2007.
11. Interpretation
11.1 Definitions
Terms used in this Bidders Statement have the meaning given in the Glossary (unless the
contrary intention appears).
11.2 Construction
In this Bidders Statement, unless the context requires otherwise:
|
(a) |
|
words importing the singular include the plural and vice versa and any gender include the
other gender; |
|
|
(b) |
|
includes means includes without limitation; |
43
|
(c) |
|
if a word or phrase is defined in the Corporations Act or the ASTC Settlement Rules, it bears
the same meaning; |
|
|
(d) |
|
if a word or phrase is defined, other parts of speech and grammatical forms of that word or
phrase have corresponding definitions; |
|
|
(e) |
|
all prices referred to in the Offer are inclusive of GST where applicable; and |
|
|
(f) |
|
a reference to: |
|
(i) |
|
a person includes a firm, unincorporated association, corporation and a government or
statutory body or authority; |
|
|
(ii) |
|
a person includes the legal personal representatives, successors and assigns of that
person; |
|
|
(iii) |
|
a statute, ordinance, code or other law includes regulations and other statutory
instruments under it and consolidations, amendments, re-enactments or replacements of any of
them; |
|
|
(iv) |
|
a right includes a benefit, remedy, direction or power; |
|
|
(v) |
|
$ or cents is a reference to the lawful currency of Australia; and |
|
|
(vi) |
|
a section, subsection, paragraph or subparagraph is to a section, subsection, paragraph
or subparagraph of this Bidders Statement. |
11.3 Headings
Headings are for ease of reference only and do not affect the interpretation of this
Bidders Statement.
11.4 Governing Law
The Offer and any contract that results from it are governed by the laws in force in
Western Australia, Australia and on acceptance of the Offer, you irrevocably and
unconditionally submit to the non-exclusive jurisdiction of the courts of Western Australia
and any courts which have jurisdiction to hear appeals from any of those courts and waive any
right to object to any proceedings being brought in those courts.
44
12. Glossary
The following defined terms are used throughout this Bidders Statement, unless the
contrary intention appears or the context requires otherwise:
|
|
|
Acceptance Form
|
|
the transfer and acceptance form which accompanies this Bidders Statement
and forms part of the Offer. |
|
Announcement Date
|
|
5 December 2006, being the date on which Denison announced details of the
Takeover Bid to TSX. |
|
|
|
Annual Report
|
|
the statements of financial performance, financial position and cash flows for
OmegaCorp and the OmegaCorp Group for the financial year ending 30 June
2006. |
|
|
|
ASIC
|
|
the Australian Securities and Investments Commission. |
|
|
|
Associate
|
|
has the meaning given to it in the Corporations Act. |
|
|
|
ASTC
|
|
ASX Settlement and Transfer Corporation Pty Ltd. |
|
|
|
ASTC Settlement Rules
|
|
the settlement rules of ASTC. |
|
|
|
ASX
|
|
Australian Stock Exchange Limited. |
|
|
|
Denison
|
|
Denison Mines Corp. |
|
|
|
Bidders Statement
|
|
this bidders statement, being
the statement of Denison under Part 6.5 Division 2 of the Corporations Act relating to the Offers. |
|
|
|
Business Day
|
|
a day which is not a Saturday, Sunday, bank or public holiday in Perth, Western
Australia. |
|
|
|
CGT
|
|
capital gains tax. |
|
|
|
CHESS
|
|
the Clearing House Electronic Sub-register System operated by ASTC. |
|
|
|
CHESS Holding
|
|
a holding of OmegaCorp Shares on the CHESS sub-register of OmegaCorp. |
|
|
|
Conditions
|
|
means the conditions set out in section 9.8 of this Bidders Statement. |
|
|
|
Controlling Participant
|
|
the Participant who is designated as the controlling participant for OmegaCorp
Shares in a CHESS Holding in accordance with the ASTC Settlement Rules
(usually, your broker). |
|
|
|
Competing Transaction
|
|
Any transaction (including a takeover bid, members schedule of arrangement,
share or asst sale or similar) under which a third party, being a person other than
Denison or an associate, will or may, subject to satisfaction of conditions,
acquire control (within the meaning of section 50AA of the Corporations Act) of
OmegaCorp or any of its subsidiaries. |
|
Corporations Act
|
|
Corporations Act 2001 (Cth). |
45
|
|
|
CST
|
|
local time in Adelaide, South Australia |
|
|
|
DMI
|
|
Denison Mines Inc. |
|
|
|
Denison
|
|
Denison Mines Corp. |
|
|
|
Denison Board
|
|
the board of directors of Denison. |
|
|
|
Encumbrance
|
|
any mortgage, charge (whether fixed or floating), pledge, lien, option, restriction
as to transfer or any other encumbrance or security or adverse interest
whatsoever. |
|
|
|
FATA
|
|
Foreign Acquisitions and Takeovers Act 1975 (Cth). |
|
|
|
FIRB
|
|
Foreign Investment Review Board. |
|
|
|
Glossary
|
|
the glossary set out in this section 12. |
|
|
|
GST
|
|
has the meaning given to that term
in A New Tax System (Goods and Services
Tax) Act 1999 (Cth). |
|
|
|
IPO
|
|
the proposed spin out of the Mavuzi Project and the Meponda Project through an
initial public offer on the terms and conditions set out in OmegaCorps ASX
announcement on 6 December 2006, as amended by OmegaCorps ASX
announcements dated 22 December 2006 and 22 January 2007. |
|
|
|
IUC
|
|
International Uranium Corporation |
|
|
|
Issuer Sponsored Holding
|
|
a holding of OmegaCorp Shares on OmegaCorps issuer sponsored sub-register. |
|
|
|
JORC
|
|
the Australasian Code for the Reporting of Exploration Results, Mineral
resources and Ore Reserves (as revised and updated from time to time). |
|
|
|
Kariba Project
|
|
prospecting licence PL237 issued by the Government of Zambia and held by
OmegaCorp Minerals Limited, a company incorporate in Zambia and being a
wholly owned subsidiary of OmegaCorp. |
|
|
|
Listing Rules
|
|
the listing rules of ASX. |
|
|
|
Lundin Group of
Companies or
Lundin Group
|
|
13 publicly traded companies headed and operated by Lukas H. Lundin and Ian
H. Lundin. |
|
|
|
Mavuzi
|
|
Mavuzi Resources Limited (ACN 123
438 335). |
|
|
|
Mavuzi Option
|
|
an option over an unissued Mavuzi Share exercisable at $0.20 within 3 years. |
|
|
|
Mavuzi Project
|
|
prospecting licences 890, 1054, 1055 and 1119 in Mozambique held by OMC MOZ. |
|
|
|
Mavuzi Right
|
|
a priority entitlement to subscribe for a Mavuzi Share under the IPO for $0.20 each. |
|
|
|
Mavuzi Share
|
|
a fully paid ordinary share in the capital of Mavuzi. |
46
|
|
|
Meponda Project
|
|
prospecting licences 1116, 1117 and 1118 in Mozambique held by OMC MOZ. |
|
|
|
Offer
|
|
the offer for OmegaCorp Shares contained in this Bidders Statement and Offers
means the several like offers for OmegaCorp Shares sent or to be sent to other
OmegaCorp Shareholders (or persons entitled to receive such offers under the
Takeover Bid). |
|
|
|
Offer Period
|
|
the period commencing on 1 February 2007 and (unless the Offer is withdrawn)
ending at 5pm CST on 28 February 2007, or such later date to which the Offer
has been extended. |
|
|
|
Offer Price
|
|
means $1.10 per OmegaCorp Share. |
|
|
|
OMC Resources
|
|
OmegaCorp Resources Pty Ltd, a company incorporated in Australia and wholly
owned by OmegaCorp. |
|
|
|
OMC MOZ
|
|
OmegaCorp Minerais Limitada, a company incorporated in Mozambique and
wholly owned by OMC Resources. |
|
|
|
OMC Share
|
|
an ordinary share in the capital of OmegaCorp, including any ordinary share
issued on exercise of an OmegaCorp Option before the end of the Offer Period. |
|
|
|
OmegaCorp
|
|
OmegaCorp Limited ABN 60 094 212 307. |
|
|
|
OmegaCorp Group
|
|
OmegaCorp and its Related Bodies Corporate. |
|
|
|
OmegaCorp Optionholder
|
|
a holder of OmegaCorp Options. |
|
|
|
OmegaCorp Options
|
|
the unquoted options to subscribe for OmegaCorp Shares set out in section
7.1(b) of the Bidders Statement. |
|
|
|
OmegaCorp Shareholder
|
|
a holder of OmegaCorp Shares. |
|
|
|
OmegaCorp Shares
|
|
fully paid ordinary shares in the capital of OmegaCorp. |
|
|
|
Participant
|
|
has the meaning set out in the ASTC Settlement Rules. |
47
|
|
|
|
|
|
|
Prescribed Occurrence |
|
any of the following events: |
|
|
|
|
|
|
|
|
|
(a) |
|
OmegaCorp converts all or any of its shares into a larger or smaller
number of shares under section 254H of the Corporations Act; |
|
|
|
|
|
|
|
|
|
(a) |
|
OmegaCorp or a subsidiary of OmegaCorp resolves to reduce its share
capital in any way; |
|
|
|
|
|
|
|
|
|
(c) |
|
OmegaCorp or a subsidiary of OmegaCorp: |
|
|
|
|
|
|
|
|
|
|
|
(i)
|
|
enters into a buy-back agreement; or |
|
|
|
|
|
|
|
|
|
|
|
(ii)
|
|
resolves to approve the terms of a buy-back agreement under
section 257C(1) or 257D(1) of the Corporations Act; |
|
|
|
|
|
|
|
|
|
(d) |
|
OmegaCorp or a subsidiary of OmegaCorp issues shares, (other than
shares issued as a result of the exercise of options into shares) or grants
an option over its shares, or agrees to make such an issue or grant such
an option, other than in respect of the IPO; |
|
|
|
|
|
|
|
|
|
(e) |
|
OmegaCorp or a subsidiary of OmegaCorp issues, or agrees to issue,
convertible notes; |
|
|
|
|
|
|
|
|
|
(f) |
|
OmegaCorp or a subsidiary of OmegaCorp disposes, or agrees to
dispose, of the whole, or a substantial part, of its business or property
other than in respect of the IPO; |
|
|
|
|
|
|
|
|
|
(g) |
|
OmegaCorp or a subsidiary or OmegaCorp charges or agrees to charge,
the whole, or a substantial part, of its business or property; |
|
|
|
|
|
|
|
|
|
(h) |
|
OmegaCorp or a subsidiary of OmegaCorp resolves to be wound up; |
|
|
|
|
|
|
|
|
|
(i) |
|
a liquidator or provisional liquidator of OmegaCorp or a subsidiary of
OmegaCorp is appointed; |
|
|
|
|
|
|
|
|
|
(j) |
|
a court makes an order for the winding up of OmegaCorp or a subsidiary
of OmegaCorp; |
|
|
|
|
|
|
|
|
|
(k) |
|
an administrator of OmegaCorp, or of a subsidiary of OmegaCorp, is
appointed under section 436A, 436B or 436C of the Corporations Act; |
|
|
|
|
|
|
|
|
|
(l) |
|
OmegaCorp or a subsidiary of OmegaCorp executes a deed of company
arrangement; or |
|
|
|
|
|
|
|
|
|
(m) |
|
a receiver, or a receiver and manager other controller (as defined in the
Corporations Act) or similar official, is appointed in relation to the whole,
or a substantial part, of the property of OmegaCorp or of a subsidiary of
OmegaCorp. |
48
|
|
|
|
|
Public Authority |
|
any government or any governmental, semi-governmental, administrative,
statutory or judicial entity, authority or agency, whether in Australia, Canada, the
United States of America, the United Kingdom, the European Union or elsewhere,
including the ACCC and any authority regulating competition issues and any self
regulatory organisation established under statute or any stock exchange, but
excluding: |
|
|
|
|
|
|
|
(a)
|
|
ASIC; |
|
|
|
|
|
|
|
(b)
|
|
the Takeovers Panel; |
|
|
|
|
|
|
|
(c)
|
|
any person mentioned in section 657G(2) of the Corporations Act who
applies to the Court for an order under section 657G(1) of the
Corporations Act; |
|
|
|
|
|
|
|
(d)
|
|
any person mentioned in section 659B(1) of the Corporations Act who
commences court proceedings in relation to a takeover bid or a proposed
takeover bid; and |
|
|
|
|
|
|
|
(e)
|
|
a court or a Court that makes an order in response to an application under
section 657G(1) of the Corporations Act or proceedings commenced
pursuant to section 659B(1), |
|
|
|
|
|
|
|
(all terms used in this definition, unless otherwise defined in this Bidders
Statement, have the meaning conferred on them by the Corporations Act). |
|
|
|
|
|
Related Body Corporate |
|
has the meaning given to that term in the Corporations Act. |
|
|
|
|
|
Relevant Date |
|
8.00am on 29 January 2007 (WST). |
|
|
|
|
|
Relevant Interest |
|
has the meaning given to that term in the Corporations Act. |
|
|
|
|
|
Rights |
|
all accretions, rights or benefits attaching to or arising from OmegaCorp Shares on
or after the Announcement Date (including all rights to receive dividends, bonuses
or other shares of its profits or assets as well as rights to receive or subscribe for
shares, stock units, notes or options and all other distributions or entitlements
declared, paid, made or issued by OmegaCorp or any of its subsidiaries, but not
including the priority entitlement to subscribe under the IPO). |
|
|
|
|
|
Takeover Bid |
|
the off market bid in accordance with Part 6.5 of the Corporations Act under which
Denison offers to aquire all OmegaCorp Shares. |
|
|
|
|
|
Targets Statement |
|
the targets statement required to be sent to OmegaCorp Shareholders by
OmegaCorp. |
|
|
|
|
|
TSX |
|
Toronto Stock Exchange. |
|
|
|
|
|
U3O8 |
|
triuranium octoxide. |
|
|
|
|
|
WST |
|
local time in Perth, Western Australia |
|
|
|
|
|
Your OmegaCorp Shares |
|
all the OmegaCorp Shares held by you including all OmegaCorp Shares held by
you at the Relevant Date and still retained by you, and all OmegaCorp Shares
acquired by you on or after the Relevant Date and still retained by you and
my/our OmegaCorp Shares has a corresponding meaning. |
49
Approval of Bidders Statement
Dated 23 January 2007
Signed for and on behalf of Denison by E. Peter Farmer, a director of Denison who is authorised to
sign this Bidders Statement on behalf of Denison pursuant to a resolution passed by the directors
of Denison.
E. Peter Farmer
Director
50
Annexure A
ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE: 6 DECEMBER 2006
CASH TAKEOVER BID RECEIVED FOR ALL SHARES IN OMEGACORP LTD
The Directors of OmegaCorp Limited (the Company or OmegaCorp) are pleased to announce that a
conditional cash takeover bid for any and all its issued shares has been received from Denison
Mines Corp.
The cash takeover offer price is $1.10 for every OmegaCorp share (Denison offer). The offer
reflects a premium of approximately 25% to the volume weighted average price for OmegaCorp shares
over the previous 20 trading days. Further details of the Denison offer are attached, including the
Bid Terms which are included as Schedule 2 to this announcement and Denisons press release of
earlier today is included as Schedule 3 to this announcement.
The Directors believe that the Denison offer provides OmegaCorp shareholders with the opportunity
to realize benefit from the Companys wholly owned Kariba Project sooner than if the Company sought
to develop the Kariba Project itself.
The Denison offer involves the spin-off of OmegaCorps Mavuzi Project in Mozambique. It is intended
to obtain all approvals required to distribute in specie all of shares in a company (Newco) which
is to be incorporated and will own the Mavuzi Project to the OmegaCorp Shareholders on a 1 for 4
basis and then seek to list Newco on ASX. Further details of Newco and the Mavuzi Project are
attached as Schedule 1 to this announcement.
OmegaCorps Directors have considered the terms of the Denison offer and unanimously recommend that
OmegaCorp shareholders accept the offer in the absence of a superior offer. Furthermore, the
Directors intend to accept the Denison offer for their own shares in the absence of a superior
offer.
The Company has entered into a Bid Implementation Agreement with Denison that may result in
OmegaCorp paying a break fee of 1% of the equity value of OmegaCorp in certain limited
circumstances. OmegaCorp has also agreed not to, during the period of Denisons Offer, initiate
negotiations which may lead to a competing offer to the Denison offer. A copy of the Bid
Implementation Agreement is attached as Schedule 4 to this announcement.
Argonaut Capital Ltd have been retained to advise the Company on this transaction.
51
SCHEDULE 1 DETAILS OF NEWCO AND THE MAVUZI PROJECT
Newco
Newco will issue 5 million rights to Denison, each right enabling them to acquire 1 Newco share for
$0.20 per share (Newco rights).
Newco will also distribute up to 38.65 million shares on a 1 for 4 basis, together with 1
additional Newco right for every 3 Newco shares held, to OmegaCorp shareholders. All approvals for
this process and the entitlement date will be obtained prior to the closing of the Denison offer.
Following the issue to Denison and OmegaCorps shareholders, Newcos capital structure will be as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributed |
|
|
Newco shares |
|
|
|
|
Holder |
|
Newco shares |
|
|
from rights |
|
|
Proceeds to Newco |
|
Omegacorp shareholders |
|
|
38,650,000 |
|
|
|
12,880,000 |
|
|
A$ |
2,580,000 |
|
|
Denison |
|
|
|
|
|
|
5,000,000 |
|
|
A$ |
1,000,000 |
|
|
Total |
|
|
38,650,000 |
|
|
|
17,880,000 |
|
|
A$ |
3,580,000 |
|
The Mavuzi Project
The Mavuzi Project in Mozambique comprises five contiguous Prospecting Licences that cover the
whole of the Mavuzi Mine area and total approximately 700 square kilometers. The Project is
located some 40 kilometers northwest of the provincial centre of Tete in northwestern Mozambique
and has been the focus of the Companys exploration initiatives in Mozambique for over 12 months.
The Project covers a large portion of the Mavuzi Valley, which drains to the southwest into the
Zambezi River. The area has a long history of exploration and mining for many commodities including
copper, nickel, molybdenum, cobalt and platinum group elements associated with the Tete Complex.
Newco will focus on the exploration of the Mavuzi Project for these metals. Denison will retain the
uranium rights in respect to the Mavuzi Project.
52
ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE: 22 DECEMBER 2006
CHANGE TO STRUCTURE OF ENTITLEMENTS UNDER MAVUZI SPIN OFF
Further to its ASX announcement dated 6 December 2006, the Board of OmegaCorp Limited (the
Company) advises that following advice as to the taxation ramifications of the proposed Mavuzi
Project spin off (Newco), it will be restructured from an in specie distribution and rights issue
to a priority entitlement issue. All other details in relation to Denisons conditional cash
takeover bid of $1.10 for any and all OmegaCorps issued shares remain unchanged.
The major points of the revised spin off are as follows:
|
|
Newco will own the Mavuzi Project (the Project) in Mozambique, with Denison retaining the uranium rights in respect to the Project; |
|
|
Newco will undertake an initial public offering (IPO) and seek quotation of its shares on
ASX following completion of the Denison take over offer. A prospectus (which will have an
application form attached that will need to be completed) will be made available when Newco
shares are offered under the IPO; |
|
|
OmegaCorp shareholders will now be entitled to subscribe as a priority for approximately 31
million shares of the IPO at $0.20 per share, to be set aside for OmegaCorp shareholders on a
1 for 5 basis, plus a 1 for 2 free attaching Listed Option exercisable at $0.20 over three
years. The ex-date for the priority entitlement will be announced by the Company as soon as
possible; and |
|
|
Denison will be entitled to subscribe as a priority for 5 million shares of the IPO at $0.20
per share, plus a 1 for 2 free attaching Listed Option exercisable at $0.20 over three years. |
Newcos capital structure is still to be completed, however, it will include entitlements rights
for OmegaCorp shareholders and Denison as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newco Shares |
|
Newco Options |
|
|
|
|
from Priority |
|
from Priority |
|
Proceeds to Newco |
Holder |
|
Entitlement |
|
Entitlement |
|
(ex Options) |
Omegacorp/IPO shareholders |
|
|
31,000,000 |
|
|
|
15,500,000 |
|
|
$ |
6,200,000 |
|
|
Denison |
|
|
5,000,000 |
|
|
|
2,500,000 |
|
|
$ |
1,000,000 |
|
|
Total |
|
|
36,000,000 |
|
|
|
17,500,000 |
|
|
$ |
7,200,000 |
|
The Newco Board will initially comprise three existing OmegaCorp directors, Messers Ian Middlemas,
Matthew Yates and Mark Pearce.
Further details of Newco, including a detailed description of its assets and capital structure etc,
will be included in the Explanatory Memorandum in the Notice of General Meeting to be sent to
shareholders shortly.
53
ANNOUNCEMENT TO THE AUSTRALIAN SECURITIES EXCHANGE:
22 JANUARY 2007
MAVUZI RESOURCES LIMITED IPO
The Board of OmegaCorp Limited (the Company or OmegaCorp) is pleased to announce details of the
initial public offer (IPO) and listing of the Companys wholly owned subsidiary, Mavuzi Resources
Limited (Mavuzi), on the Australian Securities Exchange (ASX). Mavuzi will have direct
interests in a number of mineral exploration projects in Mozambique which will initially focus on
the copper and gold potential in the project areas. Further details of these projects are contained
in Schedule A.
The offer in the Prospectus will consist of approximately 44 million shares at $0.20 each to raise
up to $8.8 million before costs. Further details of the proposed capital structure of Mavuzi are
contained in Schedules B and C and include:
1. |
|
The Priority Offer persons registered as shareholders of OmegaCorp on 29 January 2007 or
persons issued shares in OmegaCorp on exercise of options during the period of Denison Mines
Corps offer will be entitled to subscribe for shares in Mavuzi on a 1 for 5 basis for up to
approximately 31 million shares. In addition, Denison will be entitled to subscribe for 5
million shares in Mavuzi. |
2. |
|
The Public Offer a further 8 million shares, plus any shares not subscribed for under the
Priority Offer, will be offered to the public; and |
3. |
|
Free attaching listed options in addition, for every two shares issued under both the
Priority Offer and the Public Offer, Mavuzi shareholders will receive, for no further
consideration, one listed option exercisable at $0.20 at any time up to 30 June 2010. |
Following confirmation from ASX, shareholder approval is not required for the Mavuzi IPO and
consequently a general meeting is not required. Specifically, ASX Listing Rule 7.17 and 11.4 does
not apply, the latter on the basis that the Mavuzi IPO of the exploration projects in Mozambique is
not a disposal of a major asset.
Mavuzi expects to lodge with the ASIC and make available a Prospectus (which will be accompanied by
an application form that will need to be completed by persons wanting to acquire securities) for
the Mavuzi IPO by mid 2007, however this is an indicative date and the completion of the Prospectus
will be subject to Mavuzi obtaining all regulatory approvals in Mozambique, and the completion of
all due diligence procedures.
The Mavuzi Board will initially comprise three existing OmegaCorp directors, Messrs Ian Middlemas,
Matthew Yates and Mark Pearce. Mr Yates will be the Managing Director of Mavuzi (further details of
Mavuzis directors and senior management are contained in Schedule E). The Mavuzi Board will be
responsible for managing the Mavuzi IPO process.
54
SCHEDULE A
Mozambique Projects Summary Mavuzi
Background
In 2005 OmegaCorp Minerais Limitada (Mozambique) (OMC Moz) was granted four contiguous
prospecting licences covering a total area of approximately 700 square kilometres around the
abandoned Mavuzi Uranium Mine (Mavuzi Mine) in the Tete Igneous Complex of north-western
Mozambique.
Mavuzi Project
Initially, OMC Moz focused its efforts at the Mavuzi Mine on a preliminary program of RC drilling
along the projected extensions of the Mavuzi shear near the Mavuzi Mine. The objective was to test
for the possible presence of near surface, open-pitable uranium mineralisation in carbonate lodes
and silicified shears and the surrounding wall rock. The assay results from the preliminary
drilling program were disappointing and consequently the exploration initiative was broadened.
In 2006 OMC Moz started a regional program of stream sediment sampling over the whole licence block
in the search for indications of the presence of additional uranium, precious and base metal
mineralisation. Although many of the analytical results from the collected samples are still
outstanding, this work has identified a gold anomaly in stream sediments covering approximately
seven kilometres long by one kilometre wide in the Boa Viseau target area. Anomalous copper,
thorium, uranium, lanthanum and cerium provide variable support to the gold, and the anomaly
straddles the contact between a magnetite bearing metacarbonate and the underlying gneiss basement.
There is potential for the mineralisation being targeted in this area to have iron-oxide-copper
gold (IOCG) affinities.
In November 2006 the whole licence block was flown with a low-level, heliborne, radiometric and
magnetic, geophysical survey. Only the most preliminary results are currently available and the
data is still being processed and interpreted.
Figure 1: Geology of the Mavuzi project area with target areas as defined to date
55
Work Completed by OMC Moz
The major items of mineral exploration work carried out to date are summarised below:
|
|
data compilation and initial field reconnaissance; |
|
|
stream sediment sampling: whole block (890L, 1054L, 1055L finished 50% of results pending; 1119L planned for 2007); |
|
|
mapping and ground radiometrics of Boa Viseau (in progress); |
|
|
soil sampling at Boa Viseau (400 m x 50 m grid) (results pending); and |
|
|
heliborne geophysics (approx. 4250 line km/200m line spacing results pending). |
Meponda Project
The Meponda Project comprises three contiguous licences covering approximately 472 square
kilometres. The Project is situated 60 km west of the regional capital Lichinga in Niassa Province
of northern Mozambique. The licences cover the Meponda Alkaline Igneous Complex. The complex is
exposed as a prominent, elongate mountain flanking the eastern edge of the Lake Malawi rift valley.
This mountain, known as Monte Numale, is composed of a cream to pink, coarse grained, syenitic
gneiss with a distinctly nodular appearance. The Project was acquired for its potential to host
uranium and other elements. Work completed to date has been restricted to a data compilation and
reconnaissance field work.
Mavuzi IPO
Mavuzi expects to lodge a Prospectus for the Mavuzi IPO with the ASIC by mid 2007. Following
confirmation from ASX, shareholder approval is not required for the Mavuzi IPO and consequently a
general meeting is not required. Specifically, ASX Listing Rule 11.4 does not apply on the basis
that the Mavuzi IPO of the exploration projects in Mozambique does not constitute the disposal of a
major asset.
The completion of the Prospectus will be subject to Mavuzi obtaining all regulatory approvals in
Mozambique, including but not limited to approvals for the transfer of shares in OMC Moz to Mavuzi.
Furthermore, appropriate due diligence procedures will need to be completed prior to lodgement of
the Prospectus, so an indicative timetable for the IPO is not yet available.
The Mavuzi IPO will be funded by an interest-free intercompany loan from OmegaCorp, to be repaid in
full immediately after the IPO, and will be managed by three of OmegaCorps current directors. It
is anticipated that up to 2 million shares will be issued to OmegaCorp as consideration for the
transfer of the Mavuzi and Meponda Projects.
The information in this report that relates to Exploration Results, Mineral Resources or Ore
Reserves is based on information compiled by Mr. Matthew Yates, who is a Member of The Australian
Institute of Geoscientists (AIG). Mr. Yates is a full-time employee of Beacon Exploration Pty Ltd,
a consultant of OmegaCorp Limited. Mr. Yates has sufficient experience which is relevant to the
style of mineralisation and type of deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr. Yates consents
to the inclusion in the report of the matters based on his information in the form and context in
which it appears.
56
SCHEDULE B
Pro-forma Capital Structure for Mavuzi
The table below details the proposed capital structure of Mavuzi following the IPO:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)Number of |
|
|
(3)Number of |
|
|
|
|
|
|
Number of |
|
|
(1)Number of |
|
|
Unlisted |
|
|
Unlisted |
|
|
|
|
|
|
Ordinary |
|
|
Listed $0.20 |
|
|
$ 0.20 |
|
|
$ 0.30 |
|
|
Cash |
|
|
|
Shares |
|
|
Options |
|
|
Options |
|
|
Options |
|
|
$ |
|
Current issued capital |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
Total Shares issued
at date of this Notice |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions to be undertaken |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Priority issue to
OmegaCorp Shareholders4,5 |
|
|
30,930,012 |
|
|
|
15,465,006 |
|
|
|
|
|
|
|
|
|
|
|
6,186,002 |
|
Priority issue to Denison5,6 |
|
|
5,000,000 |
|
|
|
2,500,000 |
|
|
|
|
|
|
|
|
|
|
|
1,000,000 |
|
Public Offer5,10 |
|
|
8,000,000 |
|
|
|
4,000,000 |
|
|
|
|
|
|
|
|
|
|
|
1,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of Securities
to OmegaCorp7 |
|
|
2,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of Unlisted Options
to executive directors
and consultants of Mavuzi8 |
|
|
|
|
|
|
|
|
|
|
2,000,000 |
|
|
|
1,000,000 |
|
|
|
|
|
Transaction and
capital raising costs9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(400,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
45,930,104 |
|
|
|
21,981,551 |
|
|
|
2,000,000 |
|
|
|
1,000,000 |
|
|
|
8,386,004 |
|
|
|
|
|
|
|
Notes to Pro-Forma Capital Structure |
|
1. |
|
$0.20 Listed Options are exercisable at any time up to and including 30 June 2010. |
|
2. |
|
$0.20 Unlisted Options are exercisable at any time up to and including 31 May 2010. |
|
3. |
|
$0.30 Unlisted Options are exercisable at any time up to and including 31 December 2010. |
|
4. |
|
Priority entitlement for shareholders of OmegaCorp registered on 29 January 2007 and option
holders who are issued shares in OmegaCorp on exercise of their options during Denisons offer
to subscribe for ordinary shares in Mavuzi on the basis of 1 share in Mavuzi for every 5
shares held in OmegaCorp. |
|
5. |
|
One for two free attaching $0.20 Listed Option. |
|
6. |
|
Priority entitlement to Denison Mines Corp to subscribe for 5 million ordinary shares in
Mavuzi. |
|
7. |
|
It is assumed that OmegaCorp will be issued up to 2 million ordinary shares (valued at $0.20
per share) as consideration for the transfer of the Mozambique exploration assets. |
|
8. |
|
Directors of Mavuzi intend to issue 500,000 $0.20 Unlisted Options to the Managing Director
of Mavuzi (Matthew Yates), 1,500,000 $0.20 Unlisted Options to employees and consultants of
Mavuzi, and 1,000,000 $0.30 Unlisted Options to the Managing Director of Mavuzi (Matthew
Yates). |
|
9. |
|
Indicative figure only. |
|
10. |
|
The Mavuzi directors reserve the right to issue up to an additional 8 million shares and 4
million Listed Options in oversubscriptions. |
57
SCHEDULE C
Pro-forma Balance Sheet for Mavuzi
The table below details an unaudited pro forma balance sheet taking into account the Priority
Offer to OmegaCorp security holders and the Public Offer utilising unaudited financial statements
for Mavuzi as at 15 January 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mavuzi 15 |
|
|
|
|
|
|
|
|
|
January 2007 |
|
|
Transaction |
|
|
|
|
|
|
(unaudited) |
|
|
Adjustments |
|
|
Pro-Forma |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents 1 |
|
|
2 |
|
|
|
8,384,004 |
|
|
|
8,384,006 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
|
2 |
|
|
|
8,384,004 |
|
|
|
8,384,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Exploration expenditure 4 |
|
|
|
|
|
|
400,000 |
|
|
|
400,000 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NON-CURRENT ASSETS |
|
|
|
|
|
|
400,000 |
|
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
2 |
|
|
|
8,784,004 |
|
|
|
8,784,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Payables 3 |
|
|
2,000 |
|
|
|
(2,000 |
) |
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
2,000 |
|
|
|
(2,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
2,000 |
|
|
|
(2,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS |
|
|
(1,998 |
) |
|
|
8,786,004 |
|
|
|
8,784,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Issued Capital 2 |
|
|
2 |
|
|
|
8,786,004 |
|
|
|
8,786,006 |
|
Reserves 5 |
|
|
|
|
|
|
300,000 |
|
|
|
300,000 |
|
Accumulated Losses |
|
|
(2,000 |
) |
|
|
(300,000 |
) |
|
|
(302,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
(1,998 |
) |
|
|
8,786,004 |
|
|
|
8,784,006 |
|
|
|
|
|
|
|
Notes to Pro-Forma Balance Sheet |
|
1. |
|
Assumes that $8,786,004 in capital (net) is raised as outlined in the pro-forma capital
structure and also assumes capital raising and transaction costs of $400,000 and payment of the
payables totalling $2,000. |
|
2. |
|
Assumes that $8,786,004 in capital (net) is raised as outlined in the pro-forma capital
structure less assumed capital raising and transaction costs of $400,000, and also assumes a value
of $400,000 for the Mavuzi shares to be issued to OmegaCorp in consideration for the transfer of
the shares in OMC Moz. |
|
3. |
|
Assumes the $2,000 payable is paid. |
|
4. |
|
It is assumed that OmegaCorp will be issued up to 2 million ordinary shares (valued at $0.20 per
share) as consideration for the transfer of the shares in OMC Moz. |
|
5. |
|
Assumes a total value of $300,000 for the Unlisted Options to executive directors and
consultants of Mavuzi. |
58
SCHEDULE D
Current OmegaCorp Group Structure
The diagram below details the OmegaCorp Group Structure as at January 2007:
59
SCHEDULE E
Mavuzi Board Composition and Senior Management
Following is a summary of the experience and qualifications of the Board and Management of
Mavuzi:
Ian Middlemas
Non-Executive Chairman
Qualifications B.Com, CA
Mr Middlemas is a Chartered Accountant, a member of the Securities Institute of Australia and holds
a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before
joining the Normandy Mining Group where he was a senior group executive for approximately 10 years.
He has had extensive corporate and management experience, and is currently a director of a number
of listed companies in the resources sector.
Matthew Yates
Managing Director
Qualifications B.Sc. (Hons.), MAIG
Mr Yates is a geologist with twenty years industry experience, covering most facets of exploration
from generative work to project development. He is currently the Managing Director of OmegaCorp
Limited and was instrumental in the acquisition of the Kariba Uranium and Mavuzi Projects. Mr
Yates efforts were directly attributable to the significant increase in the market capitalisation
since the OmegaCorp IPO. He has worked in Australia and southern and eastern Africa, Central Asia
and the Gulf Region. He managed the exploration teams at Nimary and Buhemba gold projects in
Western Australia and Tanzania respectively. Mr Yates has an applied technical background and has
held senior positions for over fifteen years, including Exploration Manager for Tanganyika Gold
Limited.
Mark Pearce
Non-Executive Director
Qualifications B.Bus, CA, FCIS, F Fin
Mr Pearce is a Chartered Accountant and is a Fellow of the Institute of Chartered Secretaries. Mr
Pearce is currently a director of several listed companies that operate in the resources sector. He
has had considerable experience in the formation and development of listed small cap resource
companies and has worked for several large international Chartered Accounting firms.
Luke Watson
Company
Secretary
Qualifications B.Bus, CA
Mr Watson is a Chartered Accountant and holds a Bachelor of Business degree. He commenced his
career with a large international Chartered Accounting firm prior to joining OmegaCorp in September
2005 and was appointed Company Secretary in November 2005. Mr Watson is currently the Company
Secretary of two listed companies that operate in the resources sector.
60
Annexure B
PRESS RELEASE
DENISON TO ACQUIRE OMEGACORP LIMITED
Toronto, ON December 5, 2006 Denison Mines Corp. (Denison) (IUC:TSX, DEN:TSX) is pleased to
announce a takeover offer to acquire any or all of the issued and outstanding shares of OmegaCorp
Limited (Omega) (ASX:OMC) at a price of AU$1.10 per share for a total consideration of
approximately AU$170 million (CDN$154 million). The offer reflects a premium of approximately 25%
to the volume weighted average price for Omega shares in the previous 20 trading days.
Omegas directors have unanimously recommended that shareholders accept the Denison offer in the
absence of a superior offer. Omegas directors have also unanimously indicated that they intend to
accept the Denison offer with respect to their own shareholdings in the absence of a superior offer
or if there is a bid by a third party that is matched by Denison. Omega has also agreed to a break
fee of 1% of the equity value of Omega under specified circumstances together with a right to match
provision in favour of Denison. Omega has agreed not to solicit other offers during the offer
period.
The Denison offer contemplates the spin-off of the Mavuzi assets in Mozambique to Omega
shareholders. Omega intends to seek all necessary approvals to distribute the shares to the Omega
shareholders (as at a record date to be determined) on a 1 for 4 basis in a company (Newco) which
is to be incorporated and will own the Mavuzi assets. Omega will seek to list Newco on the
Australian Stock Exchange (Distribution in Specie). Denison will retain the uranium rights in
respect of the Mavuzi assets.
Denisons offer is subject to a number of conditions including receipt of regulatory approvals and
no material adverse changes to Omega. A copy of the Bid Implementation Agreement will be available
on www.sedar.com. The Bidders Statement to Omegas shareholders is expected to be available within
3 weeks.
Omega is an Australian listed mineral exploration company which has a portfolio of uranium projects
in southern Africa, including the advanced stage Kariba Project in Zambia. Please see attached map.
Kariba Uranium Project Zambia
Omega holds a 100% interest in the Kariba Uranium Project located approximately 200 kilometres
south of Lusaka. Encompassing an area of over 1,890 square kilometers, three main areas of
mineralization have been identified to date Mutanga, Dibwe and Bungua, with several targets in
each area.
Current inferred resources1, prepared by FinOre Mining Consultants in accordance with the JORC
Code, at the Mutanga and Dibwe areas are estimated at 16,400,000 tonnes grading 380 ppm U3O8
containing 13.7 million pounds U3O8 at a 200 ppm U3O8 cut-off. Existing data supports resource
upside potential here and elsewhere within the project.
The mineralization on the property has not been estimated in conformity with National Instrument
43-101 (NI 43-101), and consequently there are no 43-101 compliant resources or reserves at this
time. All resource estimates quoted above are based on prior data and reports obtained and prepared
by previous operators and information, including Omega. Denison has not completed the work
necessary to verify the classification of the mineral resource estimate.
Inferred resources have a great amount of uncertainty as 2 to their existence, and great
uncertainty as to their economic and legal feasibility. It cannot be
assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.
The properties will require further valuation which Denisons management and consultants intend to
carry out in due course upon completion of the acquisition.
Omega has completed a scoping study2 of the Kariba project (the Study) utilizing an open pit,
alkali leach mining operation. The Study, conducted by MDM Engineering (Pty) Ltd of South Africa,
considers the engineering and costing of all the plant, equipment and associated infrastructure
facilities such as water, power and transportation
61
requirements. Results of the Study suggest that the project could support the production of 1.5
million pounds of U3O8 per annum at an initial estimated operating cost of US$23 per pound
(determined to a nominal accuracy of +/- 30%). The mining rate for the project was estimated at 2
million tonnes per annum, with a 90% metallurgical recovery. Using these parameters, the operation
could support a mining operation for about six years. This was considered to be a base case for the
project as there is potential to increase the overall resource base and therefore the life of the
mine.
Capital costs (determined to a nominal accuracy of +/-30%) for the process plant and infrastructure
were estimated at US$41 and US$17 million respectively. A further US$1.5 million has been estimated
for the first fill of reagents.
The Study was completed using the following parameters:
|
|
|
Life of mine estimate |
|
6 - 10 years |
|
|
|
Ore Mining Rate |
|
2.0 Million tonnes per annum |
|
|
|
Cut off grade |
|
200 parts per million (ppm) (.02% U3O8) |
|
|
|
Mining grade |
|
360 420 ppm (.036% - .042% U3O8) |
|
|
|
Recovery |
|
90% |
The key considerations in the Study were scale, throughput rate, project life, and community and
environmental impacts. The minimum project life was expected to be six years, but with the
potential to be at least ten, given the number of untested targets and other areas drilled by AGIP,
who explored the area extensively in the past. To this end, the Study completed to date is
considered as a base case scenario.
The proposed mining site is regionally well serviced with infrastructure, with grid power available
within sixty kilometres from the site. Water is available from nearby Lake Kariba if required, or
from on site sources. The study has used the former option.
The mining of both overburden and ore is described as a relatively simple process requiring limited
blasting. The stripping ratio of the Mutanga deposit was estimated at <2:1, with the Dibwe
deposit expected to be higher, due to the nature of the mineralisation. The stripping ratio for the
life of the operation was not expected to exceed 4:1.
The current consideration is to locate the plant and associated infrastructure approximately one
kilometre south of the Mutanga deposit. This area has been chosen due to its suitability, proximal
nature and access.
A conceptual flow sheet was generated that incorporates the newly conceived concept of upgrading
the ore ahead of its processing by running the milled ore through screens and an attrition
scrubber. The leaching commences in the milling part of the circuit, with the introduction of
modest heat (60oC) and continues in the leach tanks and counter-current-decant (CCD) part of the
circuit. The process utilises an alkali leach, processing up to two million tonnes of ore per
annum. A metallurgical recovery factor of 90% has been applied in the scoping study based on
extensive testing.
The Study is preliminary in nature and it is based entirely on inferred resources that are
considered too speculative geologically to have the economic considerations applied to them that
would enable them to be categorized as mineral reserves. The Study also contained assumptions
relating to ore density, expectation of upgrading of resources and use
of historic drillhole locations. There is no certainty that the economic results from the Study
will be realized. The Study is a preliminary assessment of the project and Denison believes that
the operating and capital costs could be higher. 3
Denisons management believes that the acquisition of Omega will fit well into its growth strategy
in terms of development scheduling and uranium production. The Omega assets are expected to add
significantly to Denisons
62
uranium resources and bring additional near term production capacity, as well as establishing
Denison in Africa.
Dundee Securities Corporation served as financial advisor to Denison on the acquisition.
Conference Call and Webcast Information
A conference call with simultaneous web cast presentation will be held at 11:00 AM EST (08:00 AM
PST) on December 5, 2006 to discuss the transaction. Please call in 5 minutes before the conference
starts and stay on the line. An operator will be available to provide assistance.
Call-in
number for the conference call: 416-695-9753
North America Toll Free:
1-877-888-3490
The presentation webcast will be available for viewing on the Denison website
(www.denisonmines.com).
A replay of the telephone conference will be available approximately one hour after the completion
of the conference and until December 15, 2006. The replay number in North America is 416-695-5275
or toll free 1-888-509-0081. To access the recording, please enter access code: 636760.
1 JORC compliant resource estimate prepared by FinOre Mining Consultants, a
subsidiary of CSA Geological Consultants (August, 2006). The August 2006 reports Qualified Person
is Mr. Malcolm Titley, Principal Consultant and Director of FinOre Mining Consultants. Mr. Titley
is a BSc qualified geologist and chemist with 25 years combined mining industry and resource
estimation experience.
2 The Study is a preliminary assessment, which has been completed by a number of
industry recognized consultants engaged by Omega, and is based on the current Inferred Mineral
Resource estimated in compliance with the JORC Code. These JORC compliant resources have not been
estimated in accordance with NI 43-101. Denison has not verified any of the data disclosed in the
Study that formed the basis for the inferred resources referred to in this release. Denison has not
verified any of the sampling, or analytical or test data underlying the information or opinions
that formed the basis of that Study. This Study must be considered as a preliminary assessment, and
the inferred resources contained therein have to be considered too speculative geologically to have
any economic considerations applied to them to enable them to be categorized as mineral reserves.
There is no certainty that the assumptions in this preliminary assessment will be realized. The
Study provides that: little knowledge of the geology controls on mineralization and the mineralogy
of the deposits is available; there is uncertainty concerning the reconciliation of assay grade of
the rock returned and of downhole radiometric probing; at Dibwe, which hosts 48% of the inferred
resources, there is uncertainty regarding both U3O8 grade and the position of the down hole
mineralization intercepts; the in-situ dry density calculations are based on samples that do not
have a known location. Denison has not verified any of the data that underpinned the assumptions
contained in this preliminary assessment. No Denison employee has visited the project or has access
to more information other than that contained in the Study.
The Studys Qualified Person is Mr. Dodd of MDM Engineering Limited of Johannesburg, South Africa.
Mr. Dodd holds a BSc (Hons) in Chemical Engineering and is a fellow of the South African Institute
of Mining Metallurgy with 32 years experience in the field of extractive metallurgy.
Cautionary Statements
This news release contains forward-looking statements, within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and similar Canadian legislation, concerning the
business, operations and financial performance and condition of Denison Mines Corp. (Denison).
Forward looking statements include, but are not limited to, statements with respect to estimated
production, synergies and financial impact of the proposed transaction; the benefits of the
proposed transaction and the development potential of Denisons
63
properties; the future price of uranium; the estimation of mineral reserves and resources; the
realization of mineral reserve estimates; the timing and amount of estimated future production;
costs of production; capital expenditures; success of exploration activities; permitting time lines
and permitting, mining or processing issues; currency exchange rate fluctuations; government
regulation of mining operations; environmental risks; unanticipated reclamation expenses; title
disputes or claims; and limitations on insurance coverage. Generally, these forward-looking
statements can be identified 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 not anticipate, or believes, or variations of such words and phrases or
state that certain actions, events or results may, could, would, might or will be taken,
occur or be achieved.
Forward looking statements are based on the opinions and estimates of management as of the date
such statements are made, and they are subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or achievements of
Denison or Omega to be materially different from those expressed or implied by such forwardlooking
statements, including but not limited to risks related to: unexpected events during construction,
expansion and start-up; variations in ore grade, tonnes mined, crushed or milled; delay or failure
to receive board or government approvals; timing and availability of external financing on
acceptable terms; risks related to international operations; actual results of current exploration
activities; actual results of current reclamation activities; conclusions of economic evaluations;
changes in project parameters as plans continue to be refined; future prices of uranium and
vanadium; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment
or processes to operate as anticipated; accidents, labour disputes and other risks of the mining
industry; delays in the completion of development or construction activities, as well as those
factors discussed in or referred to in the current annual Managements Discussion and Analysis of
each of Denison Mines Inc. (DMI) and International Uranium Corporation (IUC), the current
Annual Information Form of DMI filed with the securities regulatory authorities in Canada and
available at www.sedar.com and IUCs Annual Report on Form 20-F filed with the securities
regulatory authorities in Canada and available at www.sedar.com. Although management of Denison has
attempted to identify important factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other factors that cause results not to
be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. Denison does not undertake
to update any forward-looking statements that are incorporated by reference herein, except in
accordance with applicable securities laws. Mineral resources, which are not mineral reserves, do
not have demonstrated economic viability. Readers should refer to the respective Annual Information
Forms of DMI and, IUC, each for the year ended December 31, 2005, and other continuous disclosure
documents filed by each of them since January 1, 2006 available at www.sedar.com, for further
information relating to their mineral resources and mineral reserves.
Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred
Resources: This news release uses the terms Measured, Indicated and Inferred Resources.
United States investors are advised that while such terms are recognized and required by Canadian
regulations, the United States Securities and Exchange Commission does not recognize them.
Inferred Mineral Resources have a great amount of uncertainty as to their existence, and as to
their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred
Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United
States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral
Resources will ever be converted into Mineral Reserves. United States investors are also cautioned
not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or
legally mineable.
For further information, please contact:
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E. Peter Farmer
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(416) 979-1991 ext. 231
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Ron Hochstein
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(604) 689-7842 |
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James Anderson
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(416) 979-1991 ext. 372 |
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64
PRESS RELEASE
DENISON ANNOUNCES CREDIT FACILITY WITH SCOTIA CAPITAL
Not for distribution to United States newswire services or for dissemination in the United States
TORONTO, December 22, 2006 Denison Mines Corp. announced today that it has a commitment from
Scotia Capital for a CDN$100,000,000 credit facility to provide temporary financing of its bid for
up to 100% of the common shares of OmegaCorp Limited (Omega) (OMC:ASX). The facility expires on
April 30, 2007. Omega is an Australian traded mineral exploration company which has a portfolio of
uranium projects in southern Africa, including the advanced stage Kariba Project in Zambia.
Denisons Bidders Statement to Omega shareholders is expected to be available in early January
2007.
Denison Mines Corp. is the premier intermediate uranium producer in North America, with mining
assets in the Athabasca Basin Region of Saskatchewan, Canada and the southwest United States
including Colorado, Utah, and Arizona. Further, the Company has ownership interests in two of the
four uranium mills operating in North America today. The combination of a diversified mining asset
base with parallel ownership of milling infrastructure in highly politically stable jurisdictions
has uniquely positioned the Company for growth and development into the future. The Company also
has a strong exploration portfolio with large land positions in the United States, Canada and
Mongolia. Correspondingly, the Company has one of the largest uranium exploration teams among
intermediate uranium companies.
For further information, please contact:
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E. Peter Farmer
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(416) 979-1991 ext. 231
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Ron Hochstein
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(604) 689-7842 |
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James Anderson
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(416) 979-1991 ext. 372 |
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66
Corporate Directory
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Board of Directors |
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Lukas H. Lundin
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Chairman |
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E. Peter Farmer
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Chief Executive Officer and
Director |
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Ron F. Hochstein
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President, Chief Operating
Officer and Director |
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John H. Craig
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Director |
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W. Robert Dengler
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Director |
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Brian D. Edgar
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Director |
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Paul F. Little
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Director |
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Roy J. Romanow
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Director |
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William A. Rand
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Director |
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Catherine J.G. Stefan
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Director |
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Denisons Registered Office |
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Suite 402, 595 Bay Street |
Toronto M5G 2C2 Canada |
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Offer Enquiry Line |
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1300 653 890 (callers within Australia) |
+61 3 9415 4213 (callers outside Australia) |
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As required by law, all calls to this number will be
recorded. |
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Share Registry for the Offer |
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Computershare Investor
Services Pty Ltd |
Level 5/115 Grenfell Street |
Adelaide South Australia 5000 |
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Financial Adviser |
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Dundee Securities Corporation |
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1 Adelaide Street East |
27 Floor
Toronto, ON M5C 2V9 |
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Legal Adviser |
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Price Sierakowski |
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Level 24, St Martins |
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44 St Georges Terrace |
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PERTH WA 6000 |
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67
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Please return completed form to: |
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Computershare Investor Services Pty Limited |
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GPO Box 1326 |
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Adelaide SA 5001 Australia |
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Enquiries (within Australia) 1300 653 890 |
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(outside Australia) +61 3 9415 4213 |
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Facsimile +61 8 8236 2305 |
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web.queries@computershare.com.au |
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www.computershare.com |
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Securityholder Reference Number (SRN) |
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Use
a black pen.
Print in CAPITAL letters
inside the grey areas.
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Transfer and Acceptance Form Cash Offer
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I 1234567890 IND
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This is an important document and requires your immediate attention. If you are in doubt
about how to deal with it, please consult your financial or other professional advisor.
Use this form to accept Denison Mines Corp Offer for your OmegaCorp Limited ordinary shares.
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Consideration |
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The consideration
applicable under the terms of
this offer is $1.10 for every
OmegaCorp share
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To be completed by Securityholder |
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You will be deemed to have accepted the Offer in respect of all your OmegaCorp
Limited ordinary shares if you sign and return the form. |
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If you hold your OmegaCorp
Limited ordinary shares in a CHESS holding (see subregister above), to accept the
offer you can either: |
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Instruct your Controlling Participant directly normally your stockbroker or |
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Authorise Denison Mines Corp to contact your Controlling Participant on your behalf, which you can do by signing and returning the form. By
signing and returning the form you will be deemed to have authorised Denison Mines Corp
to contact your Controlling Participant directly via the
CHESS system. |
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Contact details |
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Please provide your contact details in case we need to speak to you about this form. |
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Name of contact person
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Contact persons daytime telephone number |
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Sign here this section must be signed before we can process this form. |
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I/We accept the offer made by Denison Mines Corp in respect of ordinary shares in
OmegaCorp Limited I/we hold and I/we agree to be bound by the terms and conditions of the offer
(including the instructions as to acceptance of the offer on the back of this form) and transfer
all of my/our OmegaCorp Limited ordinary shares to Denison Mines Corp for the above
consideration. |
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Individual or Securityholder 1
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Individual or Securityholder 2
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Individual or Securityholder 3 |
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Sole Director and Sole Company Secretary
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Director
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Director/Company Secretary |
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The directors reserve the right to make amendments to this form where appropriate. Please
refer to the lodgement instructions overleaf. |
See back of form for completion guidelines
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A S X A A A S X A A
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1 T K A C
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<Broker PID> |
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How to complete this form
Acceptance of the takeover offer
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Registration Details |
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The ordinary shares are currently
registered in the name(s) printed on
this form. Your consideration will be
issued in the names as it appears on the
OmegaCorp Limited register. |
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If you have already sold all your OmegaCorp
Limited ordinary shares shown overleaf, do not
keep or return this form. Please send this
form to the broker who sold them for you. |
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Consideration |
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The cash consideration payable
under the takeover offer is $1.10
per ordinary share. |
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How to accept the Offer |
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If your OmegaCorp Limited ordinary
shares are held in an Issuer Sponsored
Holding, simply complete and return this
form to the Denison Mines Corp Registry so
that it is received by no later than 5pm
CST on 28 February 2007 unless extended. |
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If your OmegaCorp Limited ordinary shares
are in a CHESS holding, you may contact your
Controlling Participant directly (normally
your stockbroker) with instructions to
accept the offer. If you do this, you will
need to sign and return this Transfer and
Acceptance Form to your Controlling
Participant. If you want Denison Mines Corp
to contact your Controlling Participant on
your behalf via the CHESS system, sign and
return this form to the Denison Mines Corp
Registry so that it is received no later
than 5pm CST on 28 February 2007 unless
extended. |
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If you sign and return this Transfer and Acceptance Form to the Registry either in respect of
an Issuer Sponsored Holding or so that
contact may be made with your Controlling Participant on your behalf, you warrant to Denison
Mines Corp (and authorise Denison Mines Corp
to warrant on your behalf) that you have full legal and beneficial ownership of the OmegaCorp
Limited ordinary shares and that Denison Mines Corp will acquire
them free from all mortgages, charges, liens, encumbrances (whether legal or equitable),
restrictions on transfer of any kind and free from
any third party rights. |
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Neither Dension Mines Corp or Computershare Investor Services Pty Limited (CIS) will be
responsible for any delays incurred by this process. You should allow sufficient time for the
preferred party to initiate the acceptance of the offer on your behalf. |
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Contact details |
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Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form. |
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Signature(s) |
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You must sign the form as follows in the space provided: |
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Joint holding:
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where the holding is in more than one name all of the securityholders must sign. |
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Power of Attorney:
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to sign under Power of Attorney, you must have already lodged this document with the Denison Mines Corp registry. Alternatively, attach a certified copy of the Power of Attorney to this form when you return it. |
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Deceased Estate:
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all executors must sign and, if not already noted by the Denison Mines Corp registry, a certified copy of Probate or Letters of Administration must accompany this form. |
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Companies:
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this form must be signed by either 2 Directors or a
Director and a Company Secretary. Alternatively, where the company has a Sole Director and, pursuant to the Corporations Act, there is no Company Secretary, or where the Sole Director is also the Sole Company Secretary, that Director may sign alone. Delete titles as applicable. |
Lodgement of Transfer and Acceptance Form
This Transfer and Acceptance Form must be received at the Adelaide office of CIS by no
later than 5pm CST on 28 February 2007. Return this Transfer and Acceptance Form to:
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Postal Address
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OR
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Hand Delivery |
Computershare Investor Services Pty Limited
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Computershare Investor Services Pty Limited |
GPO Box 1326
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Level 5 |
Adelaide SA 5001
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115 Grenfell Street |
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Adelaide SA 5000 |
Privacy Statement
Personal information is collected on this form by CIS, as registrar for securities issuers
(the issuer), for the purpose of maintaining registers of security holders, facilitating
distribution payments and other corporate actions and communications. Your personal information may
be disclosed to our related bodies corporate, to external service companies such as print or mail
service providers, or as otherwise required or permitted by law. If you would like details of your
personal information held by CIS, or you would like to correct information that is inaccurate,
incorrect or out of date, please contact CIS, In accordance with the Corporations Act 2001, you may
be sent material (including marketing material) approved by the issuer in addition to general
corporate communications. You may elect not to receive marketing material by contacting CIS. You
can contact CIS using the details provided on the front of this form or E-mail
privacy@computershare.com.au
If you have any enquiries concerning this Takeover Offer
please contact CIS on telephone 1300 653 890.
For legal
reasons, all calls to this number will be recorded.
Please note this form may not be used to change your address.
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Please return the completed form in the
envelope provided or to the address
opposite:
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Computershare Investor Services Pty Limited
GPO Box 1326
Adelaide SA 5001
Australia |
Exhibit
3
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D E N I S O N M I N E S
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Denison Mines Corp.
Atrium on Bay, 595 Bay Street, Suite 402
Toronto, ON M5G 2C2
Ph. 416-979-1991 Fx. 416-979-5893 www.denisonmines.com
PRESS RELEASE
DENISON ANNOUNCES EXPLORATION UPDATE
Toronto, ON January 24, 2007... Denison Mines Corp. (Denison or the Company) (DML:TSX)
is pleased to report on its 2007 exploration activities. Please see attached map.
Athabasca Basin
In the Athabasca Basin, Denison is participating in over 30 exploration projects, primarily located
in the southeast part of the Basin and within open pit depths and trucking distance of the
operating mills. Denison, together with a subsidiary of the AREVA Group (AREVA) and Cameco
Corporation, now control the majority of the highly favourable geology in the prolific southeastern
sector of the Basin.
Denison is participating in nine major drill programs during the current winter season in the
Basin. Denison is operator on the Wheeler River, Park Creek, Huard-Kirsch and Crawford Lake joint
ventures, and the 100% owned Johnston Lake project. JNR Resources Inc. will operate the 75% owned
Moore Lake project until June, 2007 when Denison will take over. Near the McClean Mill, joint
venture partner AREVA is operator of the Midwest, Wolly and McClean projects.
On Denisons operated and non-operated projects, a total of approximately 48,000 metres of drilling
is planned this winter, consisting of approximately 110 holes using 8 diamond drill rigs. This
meterage represents a substantial increase over that of each of its two predecessor companies, and
reinforces Denisons commitment to exploration in the Basin. The Companys projects in the Basin
represent a good balance of grass roots, mid stage, and developed projects.
In addition to these major drill campaigns, Denison is carrying out a number of different
geophysical surveys to identify targets for future drill programs. Almost 5,500 line kilometres of
airborne geophysical surveys are currently being flown over three properties as an initial
screening tool. Denison is also carrying out a large number of ground geophysical surveys on eight
properties, where over 382 line kilometres of Fixed Loop Time Domain EM surveys, 342 line
kilometres of HLEM (Horizontal Loop Electromagnetics) and over 120 line kilometres of DC
Resistivity surveys will be completed this winter. Over 1,000 line kilometres of ground magnetic
surveys will also be carried out in conjunction with the above.
At the Midwest project where Denison maintains a 25.17% interest, operator AREVAs focus will be on
delineation drilling on the Mae zone, one of the most economically important discoveries in recent
years. Denison will report on any significant results as they become available.
Southwest United States
In the United States, Denisons exploration activities are ramping up after a 25 year hiatus. An
estimated 90,000 feet (28,000 meters) of drilling is planned in 2007, with work initially
concentrating near the Companys permitted and producing mines in Utah and Colorado.
Mongolia
In Mongolia, Denison is committing to a substantial increase in work over previous years. Denison
maintains a majority interest in two deposits and a large number of exploration projects which have
returned uraniferous intersections. Following a late 2006 review of decade-long exploration
programs by Denison and predecessor companies, a decision was made to substantially accelerate work
on two advanced deposits, potentially containing economically recoverable resources, and to also
accelerate exploration on these and other high potential projects. A major 160,000 metre, two-year
drill program has been authorized in order to investigate these targets and prepare two areas for
prefeasibility work in preparation for commercial production by 2010.
Australia
Energy Metals Limited (Energy Metals) continues to receive good results from its Bigrlyi joint
venture near Alice Springs in Australia as announced by it on January 12, 2007. Denison owns a 12%
equity interest in Energy Metals and is looking to further participate in advanced projects.
William Kerr, P. Geol., a Qualified Person pursuant to NI 43-101, has reviewed the contents and
technical information contained in this news release. Mr. Kerr is Vice President Exploration for
Denison.
Denison Mines Corp. is the premier intermediate uranium producer in North America, with mining
assets in the Athabasca Basin Region of Saskatchewan, Canada and the southwest United States
including Colorado, Utah, and Arizona. Further, the Company has ownership interests in two of the
four uranium mills operating in North America today. The combination of a diversified mining asset
base with parallel ownership of milling infrastructure in highly politically stable jurisdictions
has uniquely positioned the Company for growth and development into the future. The Company also
has a strong exploration portfolio with large land positions in the United States, Canada and
Mongolia. Correspondingly, the Company has one of the largest uranium exploration teams among
intermediate uranium companies.
Cautionary Statements
This news release contains forward-looking statements, within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and similar Canadian legislation, concerning the
business, operations and financial performance and condition of Denison Mines Corp. (Denison).
Forward looking statements include, but are not limited to, statements with respect to estimated
production, synergies and financial impact of the proposed transaction; the benefits of the
proposed transaction and the development potential of Denisons properties; the future price of
uranium; the estimation of mineral reserves and resources; the realization of mineral reserve
estimates; the timing and amount of estimated future production; costs of production; capital
expenditures; success of exploration activities; permitting time lines and permitting, mining or
processing issues; currency exchange rate fluctuations; government regulation of mining operations;
environmental risks; unanticipated reclamation expenses; title disputes or claims; and limitations
on insurance coverage. Generally, these forward-looking statements can be identified 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 not anticipate,
or believes, or variations of such words and phrases or state that certain actions, events or
results may, could, would, might or will be taken, occur or be achieved.
Forward looking statements are based on the opinions and estimates of management as of the date
such statements are made, and they are subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or achievements of
Denison to be materially different from those expressed or implied by such forward-looking
statements, including but not limited to risks related to: unexpected events during construction,
expansion and start-up; variations in ore grade, tonnes mined, crushed or milled; delay or failure
to receive board or government approvals; timing and availability of external financing on
acceptable terms; risks related to international operations; actual results of current exploration
activities; actual results of current reclamation activities; conclusions of economic evaluations;
changes in project parameters as plans continue to be refined; future prices of uranium and
vanadium; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment
or processes to operate as anticipated; accidents, labour disputes and other risks of the mining
industry; delays in the completion of development or construction activities, as well as those
factors discussed in or referred to in the current annual Managements Discussion and Analysis of
each of Denison Mines Inc. (DMI) and International Uranium Corporation (IUC), the current
Annual Information Form of DMI filed with the securities regulatory authorities in Canada and
available at www.sedar.com and IUCs Annual Report on Form 20-F filed with the securities
regulatory authorities in Canada and available at www.sedar.com. Although management of Denison
has attempted to identify important factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other factors that cause results not to
be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements. Denison does not undertake to update any forward-looking statements that are
incorporated by reference herein, except in accordance with applicable securities laws. Mineral
resources, which are not mineral reserves, do not have demonstrated economic
2
viability. Readers should refer to the respective Annual Information Forms of DMI and, IUC, each for the year ended
December 31, 2005, and other continuous disclosure documents filed by each of them since January 1,
2006 available at www.sedar.com, for further information relating to their mineral
resources and mineral reserves.
Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred
Resources: This news release uses the terms Measured, Indicated and Inferred Resources.
United States investors are advised that while such terms are recognized and required by Canadian
regulations, the United States Securities and Exchange Commission does not recognize them.
Inferred Mineral Resources have a great amount of uncertainty as to their existence, and as to
their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred
Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United
States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral
Resources will ever be converted into Mineral Reserves. United States investors are also cautioned
not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or
legally mineable.
For further information, please contact:
|
E. Peter Farmer (416) 979-1991 ext. 231 |
Ron Hochstein (604) 689-7842 |
James Anderson (416) 979-1991 ext. 372 |
3
Exhibit
4
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D E N I S O N M I N E S
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Denison Mines Corp.
Atrium on Bay, 595 Bay Street, Suite 402
Toronto, ON M5G 2C2
Ph. 416-979-1991 Fx. 416-979-5893 www.denisonmines.com
PRESS RELEASE
DENISON ANNOUNCES OPERATIONS UPDATE
Toronto, ON January 30, 2007... Denison Mines Corp. (Denison or the Company) (DML:TSX)
is pleased to announce that it has awarded E.D. Mining, LLC, the contract to conduct contract
mining at the Companys Sunday mine in the United States. Mining has commenced and production from
the Sunday mine is expected to add about 100 tons of ore daily to the
current daily U.S. production
from the Pandora, Topaz and St. Jude mines that will aggregate to about 550 tons per day by
mid-2007. Production from these mines, in the area known as the Colorado Plateau District, is
being hauled to Denisons White Mesa Mill and is currently being stockpiled. Milling of
conventional ore is scheduled for early 2008 when the milling of the alternate feed is completed
and at least 150,000 tons of ore is stockpiled at the Mill.
The Company will be evaluating the Rim and Van 4 mines on the Colorado Plateau with the plan to
commence operations in 2007.
At the Tony M mine within the Henry Mountains Complex, which is located west of the Colorado
Plateau District, permitting is progressing well and it is expected that full operational permits
will be received by the end of the first quarter, 2007. Rehabilitation of the mine will commence
within the next few months under the exploration permit that the Company has in place for the Tony
M mine. Production from this mine is anticipated in the third quarter of this year.
At the White Mesa Mill, the Company has implemented a US $15 million modernization program which
will include modifications to the mill circuit, upgrading of equipment and relining of tailings
cell 4A. The Mill continues to process alternate feed material from several large contracts.
Production at the White Mesa mill in 2006 was approximately 280,000 pounds of
U3O8 and it is anticipated that production in 2007 will be about 400,000
pounds. By 2010, production levels from U.S. operations are anticipated to reach greater than 3
million pounds U3O8 and 4.5 million pounds of vanadium. The Company intends
to maximize the advantage of its ownership of one of only two operating mills in the U.S. To that
end, in addition to processing its own ore and alternate feed material, the Company is negotiating
toll milling arrangements with other mines in the region.
In Canada, mining at the Sue E pit at McClean Lake in northern Saskatchewan is proceeding on
schedule with a scheduled completion by the end of this year. U3O8
production at the McClean Lake mill, in which Denison has a 22.5% interest, was 1,795,000 pounds in
2006 (Denisons share was 404,000) and it is anticipated that the joint venture production in 2007
will be 2.2 million to 3 million pounds. The large variance in this estimate is a result of the
uncertainty associated with the drilling of the bore holes for the jet boring mining at the McClean
North deposit, the completion of mill modifications to increase the leaching capacity at the mill
and the time required to obtain regulatory approvals to implement the mill modifications.
Production levels at McClean should continue to increase and by 2011, with Midwest ore production
and another mill expansion, production should be about 9 million pounds per year.
Denison Mines Corp. is the premier intermediate uranium producer in North America, with mining
assets in the Athabasca Basin Region of Saskatchewan, Canada and the southwest United States
including Colorado, Utah, and Arizona. Further, the Company has ownership interests in two of the
four uranium mills operating in North America today. The combination of a diversified mining asset
base with parallel ownership of milling infrastructure in highly politically stable jurisdictions
has uniquely positioned the
Company for growth and development into the future. The Company also has a strong exploration
portfolio with large land positions in the United States, Canada and Mongolia. Correspondingly, the
Company has one of the largest uranium exploration teams among intermediate uranium companies.
Cautionary Statements
This news release contains forward-looking statements, within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and similar Canadian legislation, concerning the
business, operations and financial performance and condition of Denison Mines Corp. (Denison).
Forward looking statements include, but are not limited to, statements with respect to estimated
production, synergies and financial impact of the proposed transaction; the benefits of the
proposed transaction and the development potential of Denisons properties; the future price of
uranium; the estimation of mineral reserves and resources; the realization of mineral reserve
estimates; the timing and amount of estimated future production; costs of production; capital
expenditures; success of exploration activities; permitting time lines and permitting, mining or
processing issues; currency exchange rate fluctuations; government regulation of mining operations;
environmental risks; unanticipated reclamation expenses; title disputes or claims; and limitations
on insurance coverage. Generally, these forward-looking statements can be identified 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 not anticipate,
or believes, or variations of such words and phrases or state that certain actions, events or
results may, could, would, might or will be taken, occur or be achieved.
Forward looking statements are based on the opinions and estimates of management as of the date
such statements are made, and they are subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or achievements of
Denison to be materially different from those expressed or implied by such forward-looking
statements, including but not limited to risks related to: unexpected events during construction,
expansion and start-up; variations in ore grade, tonnes mined, crushed or milled; delay or failure
to receive board or government approvals; timing and availability of external financing on
acceptable terms; risks related to international operations; actual results of current exploration
activities; actual results of current reclamation activities; conclusions of economic evaluations;
changes in project parameters as plans continue to be refined; future prices of uranium and
vanadium; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment
or processes to operate as anticipated; accidents, labour disputes and other risks of the mining
industry; delays in the completion of development or construction activities, as well as those
factors discussed in or referred to in the current annual Managements Discussion and Analysis of
each of Denison Mines Inc. (DMI) and International Uranium Corporation (IUC), the current
Annual Information Form of DMI filed with the securities regulatory authorities in Canada and
available at www.sedar.com and IUCs Annual Report on Form 20-F filed with the securities
regulatory authorities in Canada and available at www.sedar.com. Although management of Denison
has attempted to identify important factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other factors that cause results not to
be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. Denison does not undertake
to update any forward-looking statements that are incorporated by reference herein, except in
accordance with applicable securities laws. Mineral resources, which are not mineral reserves, do
not have demonstrated economic viability. Readers should refer to the respective Annual
Information Forms of DMI and, IUC, each for the year ended December 31, 2005, and other continuous
disclosure documents filed by each of them since January 1, 2006 available at
www.sedar.com, for further information relating to their mineral resources and mineral
reserves.
Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred
Resources: This news release uses the terms Measured, Indicated and Inferred Resources.
United States investors are advised that while such terms are recognized and required by Canadian
regulations, the United States Securities and Exchange Commission does not recognize them.
Inferred Mineral Resources have a great amount of uncertainty as to their existence, and as to
their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred
Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United
States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral
Resources will ever be converted into Mineral Reserves. United States investors are also cautioned
not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or
legally mineable.
For further information, please contact:
|
|
|
E. Peter Farmer
|
|
(416) 979-1991 ext. 231 |
Ron Hochstein
|
|
(604) 689-7842 |
James Anderson
|
|
(416) 979-1991 ext. 372 |
2