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Denison Mines Corp Announces Agreement To Acquire JNR Resources Inc.


Wednesday, 14 Nov 2012 08:30am EST 

Denison Mines Corp and JNR Resources Inc. announced the signing of an acquisition agreement (the Acquisition Agreement) pursuant to which Denison will offer to acquire all of the issued and outstanding common shares of JNR (the "JNR Shares") by way of a friendly take-over bid (the Offer). Under the terms of the Offer, JNR shareholders will receive 0.073 of a Denison common share (a "Denison Share") for each JNR Share deposited under the Offer, provided that no fractional Denison Shares will be issued (the Exchange Ratio). The Offer represents a premium of 53% based on the 20-day volume weighted average share prices of both companies on the TSX and the TSX-V as of November 13, 2012, and a 55% premium to the closing prices immediately prior to announcement. The Offer values JNR at approximately $10 million. Upon completion of the transaction, shareholders of JNR will own 2.0% of Denison. Denison expects to acquire JNR by way of a take-over bid whereby Denison will offer to acquire all of the issued and outstanding JNR Shares on the basis of 0.073 Denison Shares for each JNR Share deposited under the Offer. As part of this transaction, Denison also intends to offer replacement warrants and options to holders of outstanding JNR warrants and options on similar terms as adjusted by the Exchange Ratio. 

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