Denison Announces Superior Takeover Offer for Rockgate Capital Corp.

Denison Announces Superior Takeover Offer for Rockgate Capital Corp. 
TORONTO, ONTARIO -- (Marketwired) -- 09/17/13 -- Denison Mines Corp.
("Denison") (TSX:DML)(NYSE MKT:DNN) (Currency: CAD$) today announced
that it intends to make a takeover bid to acquire all of the
outstanding shares of Rockgate Capital Corp. ("Rockgate") in exchange
for shares of Denison. Under the terms of the offer, each Rockgate
common share will be exchanged for 0.192 of a common share of Denison
(the "Offer") with an implied value of $0.23 per Rockgate share and a
total purchase price for all outstanding Rockgate shares of
approximately $26.7 million. 
The Offer represents a 47% premium over the closing price of Rockgate
shares on the Toronto Stock Exchange (the "TSX") on September 16,
2013, the last trading day prior to Denison's announcement of its
intention to make the Offer and a 38% premium to both companies'
trailing 20-day volume-weighted average prices ("VWAP"). 
Denison has entered into lock-up agreements covering 20,381,900
Rockgate shares, representing 17.4% of Rockgate's total shares
outstanding. Under the lock-up agreements, the shareholders have
agreed, among other things, to tender their Rockgate shares to the
Offer. 
Separately, Denison has been advised by shareholders holding 31.5% of
the shares of Rockgate, including the shareholders who have signed
lock-up agreements, that they currently intend to vote against the
proposed transaction between Rockgate and Mega Uranium Ltd. ("Mega")
that was announced on June 6, 2013 (the "Mega Transaction"). Sprott
U.S. Holdings, Inc., incorporating all US Sprott affiliates
("Sprott"), has also advised Denison that it currently intends to
recommend to its clients (who hold approximately 11.2% of the shares
of Rockgate) that they vote against the Mega Transaction. 
Denison President and Chief Executive Officer, Ron Hochstein,
commented, "We believe that the Offer represents a superior
alternative for Rockgate shareholders. Following the announcement of
the Mega Transaction, Denison was contacted by several of Rockgate's
largest shareholders who were unhappy with the Mega Transaction. For
its part, Denison had previously viewed Rockgate's Falea asset as a
compelling potential addition to its own African uranium portfolio.
We therefore welcomed the opportunity given by key Rockgate
shareholders to assist in undertaking this Offer. This acquisition
does not signal a reduced focus on the Athabasca Basin for Denison,
but instead is intended to result in a stronger Denison African asset
base, in pursuit of an eventual spin-out of that portfolio. With this
transaction, Rockgate shareholders will enjoy exposure to not only a
broadened African asset portfolio, but also to Denison's extensive
Athabasca Basin portfolio." 
Upon the completion of the Offer, Denison intends to undertake an
evaluation of the merits of a spin-out into a new company of
Denison's African assets including its Mutanga development project in
Zambia, its exploration joint ventures with Rio Tinto in Namibia, as
well as Rockgate's Falea project in Mali. Any such transaction would
allow Denison to focus on its Athabasca Basin uranium exploration and
development assets, while continuing to provide diversification to
Denison and Rockgate shareholders alike. The timing and structure of
any such subsequent transaction will be decided in the context of
prevailing market conditions and optimal financial considerations.  
Reasons to Accept the Offer  
Denison believes that Rockgate shareholders will enjoy the following
significant benefits from the Offer: 


 
--  Significant Premium - The Offer represents a premium of approximately
    47% over the closing price of $0.155 per Rockgate share on the TSX, and
    a premium of 38% based on the trailing 20 day VWAP of both companies on
    the TSX as of September 16, 2013;
 
--  Premium to Implied Mega Offer - The Offer represents a 38% premium over
    the Mega Transaction exchange ratio based on the closing prices on the
    TSX as of September 16, 2013;
 
--  Superior Asset Value Recognition - Based on its closing share prices
    during the trailing three months as of September 16, 2013, Rockgate has
    not attained a market capitalization in excess of its June 30, 2013 net
    cash value per share;
 
--  Major Shareholder Rejection of the Mega Transaction - Denison has been
    advised by holders of 31.5% of the Rockgate shares outstanding that they
    will vote against the Mega Transaction. Sprott has also advised Denison
    that it currently intends to recommend to its clients (who hold
    approximately 11.2% of the shares of Rockgate) that they vote against
    the Mega Transaction;
 
--  Premier Uranium Exploration Company - The opportunity for Rockgate
    shareholders to participate in the assets of Denison, which include a
    best-in-class pipeline of advanced exploration, development and capital
    assets in the Athabasca Basin, including the Wheeler River Project, as
    well as the Mutanga Project in Zambia;
 
--  Superior Capital Markets Presence - Rockgate shareholders to benefit
    from larger scale (Denison's market capitalization is $549 million as of
    September 16, 2013), superior trading liquidity (Denison's three month
    average daily trading value in Canada and the United States is $3.5
    million per day), and increased research analyst coverage (11 research
    analysts actively cover Denison);
 
--  Superior African Synergies - Denison's African and global exploration
    team is more complementary to Falea's development than what is offered
    by the Mega Transaction;
 
--  Business Activity Alignment - Denison's active business is the
    exploration and development of uranium projects, which better
    complements Rockgate's asset base as compared to Mega's primary business
    activity of holding small-cap uranium equity investments. Denison offers
    Rockgate shareholders the added potential benefit from any future
    increases in value associated with the continued exploration and
    development of Denison's current portfolio of assets; and
 
--  Reduced Exposure to Third-Party Equity Risk - Mega's underlying asset
    valuation is heavily influenced by the potential success and liquidity
    of externally operated portfolio holdings, in particular that of Toro
    Energy Ltd. of Australia as a result of a transaction announced by Mega
    on August 12, 2013.

 
About the Offer  
A summary of the terms of the Offer will be published in newspaper
advertisements in the national edition of the Globe and Mail and in
La Presse on September 19, 2013. Full details of the Offer will be
included in the formal offer and takeover bid circular, which is
expected to be filed on September 19, 2013 with securities regulatory
authorities (together with all related documents) and will be
available under Rockgate's profile on SEDAR. The Offer will remain
open until 4:00 p.m. Toronto time on October 25, 2013, unless
otherwise withdrawn or extended by Denison.  
Denison will be making a formal request for the list of Rockgate
shareholders from Rockgate and expects to mail the offer circular to
Rockgate's shareholders as soon as reasonably practicable following
receipt of such shareholder list. 
The Offer will be subject to certain customary conditions, including
confirmation to the satisfaction of Denison that the Rockgate
shareholder rights plan will not adversely affect the Offer. Denison
intends to apply to the British Columbia Securities Commission
immediately after the Offer is commenced for an order that Rockgate's
shareholder rights plan be rendered inapplicable to the Offer. Other
conditions will include acceptance of the Offer by Rockgate
shareholders owning not less than 90 percent of Rockgate's
outstanding shares on a fully-diluted basis, receipt of all necessary
regulatory approvals, no material adverse change in Rockgate and
other conditions customary for transactions of this nature. The Offer
will not be subject to any financing condition or Denison shareholder
approval. 
This press release does not constitute an offer to buy or an
invitation to sell, or the solicitation of an offer to buy or
invitation to sell, any securities of Denison or Rockgate. Such an
offer may only be made pursuant to the offer and takeover bid
circular to be filed with the Canadian securities regulators and
pursuant to registration or qualification under the securities laws
of any other such jurisdiction. 
Denison intends to file with the U.S. Securities and Exchange
Commission (the "SEC") a Registration Statement on Form F-8 which
will include the offer and takeover bid circular. Investors and
security holders are urged to read the offer and takeover bid
circular regarding the proposed transaction referred to in these
documents when they become available, because they will contain
important information. Investors and security holders may obtain a
free copy of the offer and takeover bid circular, when they become
available and certain other offer documents filed by Denison with the
Canadian provincial securities regulators on SEDAR at www.sedar.com,
and with the SEC at the SEC's website at www.sec.gov. Copies of any
such documents may be obtained free of charge upon request made to
Sheila Colman, the corporate secretary of Denison at 595 Bay Street,
Suite 402, Toronto, ON, Canada, M5G 2C2. 
Advisors and Information Agent  
Denison has engaged Haywood Securities Inc. as its financial advisor
and Cassels Brock & Blackwell LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP as its legal advisors in respect of the Offer.  
Questions and requests for assistance may be directed to
Computershare Investor Services Inc., the Depositary for the Offer,
or Laurel Hill Advisory Group, the Information Agent for the Offer,
at the addresses and telephone numbers set out below. 
About Denison 
Denison is a uranium exploration and development company with
interests in exploration and development projects in Canada, Zambia,
Namibia, and Mongolia. Including the high grade Phoenix deposits,
located on its 60% owned Wheeler project, Denison's exploration
project portfolio includes 49 projects and totals approximately
603,000 hectares in the Eastern Athabasca Basin region of
Saskatchewan. Denison's interests in Saskatchewan also include a
22.5% ownership interest in the McClean Lake joint venture, which
includes several uranium deposits and the McClean Lake uranium mill,
one of the world's largest uranium processing facilities, plus a
25.17% interest in the Midwest deposit and a 60% interest in the
J-Zone deposit on the Waterbury property. Both the Midwest and J-Zone
deposits are located within 20 kilometres of the McClean Lake mill.
Internationally, Denison owns 100% of the conventional heap leach
Mutanga project in Zambia, an approximate 71% interest in the newly
acquired Dome project in Namibia, and an 85% interest in the in-situ
recovery projects held by the Gurvan Saihan joint venture in
Mongolia. 
Denison is engaged in mine decommissioning and environmental services
through its DES division and is the manager of UPC, a publicly traded
company which invests in uranium oxide 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. 
Cautionary Statement Regarding Forward-Looking Statements 
Certain information contained in this press release constitutes
"forward-looking statements", within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and "forward looking
information" within the meaning of similar Canadian legislation
concerning the business, operations and financial performance and
condition of Denison. 
Generally, these forward-looking statements and information 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 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. Denison
believes that the expectations reflected in forward-looking
statements and information are reasonable but no assurance can be
given that these expectations will prove to be correct and such
forward-looking statements and information included in this press
release should not be unduly relied upon. This information speaks
only as of the date of this press release. In particular, this press
release may contain forward-looking statements and information about
the Offer and Denison's ability to complete the Offer, the likelihood
of the conditions on the Offer being satisfied, the anticipated
benefits or timing of the Offer, and the timing and structure of a
subsequent spin-out of a new company following the Offer. 
There can be no assurance that such statements or information will
prove to be accurate, as Denison's actual results and future events
could differ materially from those anticipated in any forward-looking
statements or information as a result of the factors discussed in or
referred to under the heading "Risk Factors" in Denison's Annual
Information Form dated March 13, 2013 available at
http://www.sedar.com, and in its Form 40-F available at
http://www.sec.gov/edgar.shtml.  
Accordingly, readers should not place undue reliance on
forward-looking statements or information. These factors are not, and
should not be construed as being, exhaustive. The forward-looking
statements and information contained in this press release are
expressly qualified by this cautionary statement. Denison does not
undertake any obligation to publicly update or revise any
forward-looking statements or information after the date of this
press release to conform such information to actual results or to
changes in Denison's expectations except as otherwise required by
applicable legislation.
Contacts:
Investors and analysts
Ron Hochstein
President, Chief Executive Officer 
Sophia Shane
Investor Relations
(416) 979-1991
info@denisonmines.com 
The Depositary:
Computershare Investor Services Inc.
Toll-Free Phone: 1-800-564-6253
Toll-Free Facsimile: 1-888-453-0330
corporateactions@computershare.com 
The Information Agent:
Laurel Hill Advisory Group
Toll-Free Phone: 1-877-452-7184
Outside of North America Phone: 1-416-304-0211
Facsimile: 1-416-646-2415
assistance@laurelhill.com
 
 
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