Denison Mines to Acquire Fission Energy and Spin-Out Patterson Lake

Wed Jan 16, 2013 8:21am EST

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Marketwire

Fission Energy Corp.

January 16, 2013 - 08:21:16 AM

Denison Mines to Acquire Fission Energy and Spin-Out Patterson Lake

KELOWNA, BRITISH COLUMBIA--(Marketwire - Jan. 16, 2013) - 

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES.

Fission Energy Corp. (TSX VENTURE:FIS) ("Fission") is pleased to announce the
signing of a Binding Letter of Intent (the "Binding LOI") pursuant to which
Denison Mines Corp. ("Denison") will acquire a portfolio of uranium
exploration projects including Fission's 60% interest in the Waterbury Lake
uranium project, as well as Fission's exploration interests in all other
properties in the eastern part of the Athabasca Basin, its interests in two
joint ventures in Namibia plus its assets in Quebec and Nunavut (together, the
"Assets"). Under the terms of the Binding LOI, Denison has agreed to offer
shareholders of Fission 0.355 shares of Denison for each share of Fission
held, conditional upon, among other things, certain assets of Fission being
spun out to a new company ("NewCo") to be held pro rata by current Fission
shareholders (collectively, the "Transaction"). NewCo assets will include,
among others, a 50% interest in the Patterson Lake South ("PLS") property
located in the western Athabasca Basin. The Transaction values the Assets at
approximately $70 million based on the closing price of Denison as of January
15, 2013. Upon completion of the Transaction, shareholders of Fission will own
approximately 11% of Denison.

The board of directors of Fission, following consultation with its financial
and legal advisors, has approved the Transaction and recommends that Fission
shareholders vote in favour of the Transaction. Fission's board of directors
has received a verbal opinion from Dundee Capital Markets that the
consideration pursuant to the Transaction is fair, from a financial point of
view, to Fission shareholders.

"We are very pleased to have reached an agreement with Denison in which
Fission will now be able to focus its attention on the highly prospective
Patterson Lake South discovery, while allowing shareholders continued exposure
to future exploration success at Waterbury, as well as Denison's other assets,
such as Wheeler River" said Dev Randhawa, Chairman of Fission. 

"This transaction further satisfies our corporate objective to become the
leading explorer in the Athabasca Basin through continued growth and
consolidation of strategically located assets," commented Ron Hochstein,
President, CEO & Director of Denison. "The acquisition of Waterbury will allow
Denison to expand its exploration efforts in the area of our Midwest uranium
deposits with a significantly enhanced land package."

Transaction Benefits

Both Fission and Denison believe that the Transaction will provide a number of
substantial benefits to the shareholders of both companies, including the
following:



--  Substantial value offered to FIS shareholders for the Assets 
--  The opportunity for FIS shareholders to participate in the assets of
    Denison, which include several advanced exploration properties plus an
    interest in the McClean Lake mill, as well as the highly prospective
    Western Athabasca exploration portfolio of NewCo 
--  NewCo will hold approximately $18 million in cash, fully funded to
    continue future programs at PLS and elsewhere 
--  NewCo will continue forward under the leadership of the same successful
    management team that developed Fission 
--  Further solidifies Denison as the consolidator of strategic assets in
    the Athabasca Basin, to the benefit of both sets of shareholders



Transaction

Denison and Fission expect the Transaction will take place by way of a plan of
arrangement whereby Denison and/or a wholly owned subsidiary will enter into
an arrangement agreement with Fission in accordance with the terms of the
Binding LOI. Pursuant to the terms of the Binding LOI, the completion of the
Transaction is conditional upon a number of items, including, without
limitation, approval of the shareholders of Fission, receipt of all necessary
regulatory approvals, formalization of the legal structure of the Transaction,
no material adverse change occurring with respect to either company,
compliance by both parties with their respective obligations under the Binding
LOI and satisfaction of other customary deal conditions. 

The Binding LOI contains customary deal support provisions, including a
reciprocal break fee of $3.5 million, payable if the proposed Transaction is
not completed in certain circumstances. In addition, the Binding LOI includes
customary non-solicitation covenants by Fission together with customary
exemptions to permit Fission's board of directors to exercise its fiduciary
duties and a right in favour of Denison to match any superior proposal that
may arise.

Full details of the Transaction will be included in the formal definitive
agreement and management information circular to be filed with the regulatory
authorities and mailed to Fission shareholders in accordance with applicable
securities laws. All Fission shareholders are urged to read the information
circular once it becomes available as it will contain additional important
information about the Transaction.

Fission's outstanding options and warrants will be adjusted in accordance with
their terms such that the number of Denison shares and NewCo shares received
upon exercise and their respective exercise prices will reflect the exchange
ratio and Transaction described above.

The proposed transaction is expected to be completed in April 2013 or such
later date as the parties may agree. A special meeting of the shareholders of
Fission will be held at a time yet to be determined to approve the proposed
transaction.

Denison has engaged Haywood Securities Inc. as its financial advisor and
Cassels Brock & Blackwell LLP and Troutman Sanders LLP as its legal advisors
in respect of the Transaction. Fission has engaged Dundee Capital Markets and
Primary Capital Inc. as its financial advisors and Blake, Cassels & Graydon
LLP as its legal advisor in respect of the Transaction.

This news release and the information contained herein do not constitute an
offer of securities for sale in the United Sates. The securities have not been
and will not be registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration requirements.

About Denison Mines Corp.

Denison Mines Corp. is a uranium exploration and development company with
interests in exploration and development projects in Saskatchewan, Zambia and
Mongolia. Including the world class Phoenix deposits, located on its 60% owned
Wheeler River project, Denison's exploration project portfolio includes 26
projects and totals over 330,000 hectares in the Eastern Athabasca Basin
region of Saskatchewan. Denison's interests in Saskatchewan also include a
22.5% ownership interest in the McClean Lake Joint Venture, which includes
several uranium deposits and the McClean Lake uranium mill, one of the world's
largest uranium processing facilities, and a 25.17% interest in the Midwest
deposit, which is located 15 kilometres from the McClean Lake mill.
Internationally, Denison owns 100% of the conventional heap leach Mutanga
project, in Zambia, and an 85% interest in the in-situ recovery projects held
by the Gurvan Saihan Joint Venture, in Mongolia.

Denison is engaged in mine decommissioning and environmental services through
its Denison Environmental Services (DES) division. Denison is also the manager
of Uranium Participation Corporation (TSX-U), a publicly traded company which
invests in uranium oxide in concentrates and uranium hexafluoride.

Additional information about Denison is available on Denison's website at
www.denisonmines.com or under its profile on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov.

About Fission Energy Corp.

Fission Energy Corp. is a Canadian based resource company specializing in the
strategic acquisition, exploration and development of uranium properties and
is headquartered in Kelowna, British Columbia. Common Shares are listed on the
TSX Venture Exchange under the symbol "FIS".

Additional information about Fission is available on Fission's website at
www.fission-energy.com or under its profile on SEDAR at www.sedar.com.

ON BEHALF OF THE BOARD

Dev Randhawa, Chairman & CEO

Cautionary Statement:

Certain information contained in this press release constitutes
"forward-looking information", within the meaning of Canadian legislation
concerning the business, operations and financial performance and condition of
Denison and Fission.

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", "be achieved" or "has
the potential to".

Forward looking statements contained in this press release may include
statements regarding our ability to complete the Transaction and benefits of
the Transaction, which involve known and unknown risks and uncertainties which
may not prove to be accurate. Actual results and outcomes may differ
materially from what is expressed or forecasted in these forward-looking
statements. Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. Among those factors
which could cause actual results to differ materially are the following:
uncertainties as to the timing of the Transaction and satisfaction of the
conditions thereto, market conditions and other risk factors listed from time
to time in our reports filed with Canadian securities regulators on SEDAR at
www.sedar.com.

FOR FURTHER INFORMATION PLEASE CONTACT: 
Fission Energy Corp.
Richard Matthews
Investor Relations
1 (877) 868-8140
ir@fission-energy.com
www.fission-energy.com




        

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