Denison and Fission Execute Definitive Arrangement Agreement - Seite 2

The Arrangement Agreement provides that all necessary steps will be taken to ensure that, upon the closing of the Arrangement, Devinder Randhawa, Ross E. McElroy and David Cates will be appointed as the Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer of the combined company, respectively, and that the Board of Directors of the combined company will be reconstituted to consist of ten (10) directors (five from each of the current Denison and Fission Boards of Directors), including Catherine Stefan, Ron Hochstein, Lukas Lundin (non-Executive Chairman), Brian Edgar, Devinder Randhawa, Ross E. McElroy, Frank Estergaard, William Marsh, Jeremy Ross and Joo Soo Park, as nominee of Korea Electric Power Corporation.

Transaction Details

The Arrangement will be effected by way of a Plan of Arrangement completed under the Canada Business Corporations Act among Denison, a wholly owned subsidiary of Denison, and Fission, and it must be approved by the Supreme Court of British Columbia. The Arrangement also requires shareholder approval from two thirds of the votes cast by the holders of Fission common shares (the "Fission Shareholders"), plus any minority approval of Fission Shareholders that may be required by Multilateral Instrument 61-101, and approval of 50% plus 1 of the votes cast by the Denison shareholders at their respective shareholder meetings. Denison shareholders will also be asked to approve a 2-for-1 share consolidation that will take place immediately following the closing of the Arrangement and a name change to "Denison Energy Corp.". The share consolidation and the name change will require shareholder approval from two thirds of the votes cast by the holders of Denison common shares.

The Arrangement includes a common share exchange through which Fission common shareholders will receive 1.26 common shares of Denison (each a "Denison Share") for each common share of Fission held plus CAD$0.0001 per share in cash (the "Exchange Ratio"). In the event that the Exchange Ratio would require Denison to issue a number of shares that is greater than the current issued and outstanding shares of Denison, the Exchange Ratio will be adjusted so that the total number of shares to be issued by Denison is equal to the number of issued and outstanding shares of Denison less 100,000 shares. Fission's outstanding options and warrants will be exercisable to acquire Denison shares, after taking into account the Exchange Ratio.