Energy Fuels plans to issue 425 million shares as part the transaction that will see Denison shareholders end up with a 66.5 percent stake in the combined entity.
Energy Fuels CEO Steve Antony said the deal will combine the only operating uranium mill in the U.S., White Mesa, with a significant resource base and substantially increase White Mesa's available feedstock.
The two companies have also agreed to a reciprocal C$3 million break-up fee as they enter into exclusive negotiations.
Energy Fuels said its three largest shareholders -- Dundee Resources Ltd, Pinetree Capital Ltd and Mega Uranium Ltd -- who together own about 22.7 percent of its shares, have indicated their willingness to support the deal.
Energy Fuels also expects to seek shareholder approval to implement a 10-for-1 reverse stock split.
Energy Fuels shares closed at 25 Canadian cents on the Toronto Stock Exchange on Monday.
Reporting by Shounak Dasgupta in Bangalore; Editing by Sreejiraj Eluvangal