JNR Announces Agreement to be Acquired by Denison Mines Corp.




SASKATOON, Nov. 14, 2012 /CNW/ - Mr. Richard Kusmirski, President of JNR  Resources Inc. (TSXV: JNN) ("JNR" or the "Company") announces Denison Mines Corp. (DML: TSX, DNN: NYSE MKT) ("Denison") and JNR have signed 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% of Denison.

The board of directors of JNR, after consulting with its financial and  legal advisers, has unanimously approved entering into the Acquisition  Agreement and unanimously recommends that JNR shareholders tender their  shares pursuant to the Offer.  JNR's board of directors has received an  initial fairness opinion from its financial advisor that the  consideration offered by Denison for the JNR Shares under the Offer is  fair, from a financial point of view, to JNR shareholders.  In  addition, in conjunction with the Acquisition Agreement, certain  directors and officers of JNR are entering into lock-up agreements with  Denison, which together represents approximately 4.5% of the issued and  outstanding JNR Shares.

"We believe that the acquisition of JNR is a logical consolidation step  for Denison and advances our goal to become the preeminent exploration  company in the Athabasca Basin." commented Lukas Lundin, Chairman of Denison.

"JNR is excited to combine with long-time multiple joint-venture partner,  Denison.  We believe this transaction provides our shareholders with  excellent value for our current assets, along with continued exposure  to future exploration success." said Rick Kusmirski, CEO & Director of JNR.

Transaction Benefits to JNR Shareholders

Substantial premium to JNR shareholders; above market, 53% premium to  JNR shareholders on a 20-day volume weighted average price basis as of  November 13, 2012

Denison is an established explorer and operator in the Athabasca Basin,  with a strong track record of success

Exploration synergies, including six current Joint Ventures with Denison  on properties in the Athabasca Basin

JNR shareholders to benefit from Denison's strong balance sheet, capital  market presence and the ability to fund future exploration programs

Transaction Summary

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.

The Acquisition Agreement provides for, among other things, a  non-solicitation covenant on the part of JNR, a right in favour of  Denison to match any superior proposal, and a termination fee of

 $325,000 payable to Denison in certain circumstances, including if JNR  accepts a superior proposal.

The Offer is expected to be made pursuant to a take-over bid circular,  and related documents are to be mailed to JNR shareholders in  accordance with applicable laws (all subject to the terms and  conditions of the Acquisition Agreement).  The Offer will be open for  acceptance for a period of not less than 35 days from its commencement  and may be extended from time to time.  The Offer will be subject to  customary conditions, including, among other things, at least  two-thirds of the JNR Shares being deposited under the Offer, receipt  of requisite regulatory consents and the absence of a material adverse  change with respect to JNR.

Concurrently with the execution of the Acquisition Agreement, Denison  and JNR have entered into an unsecured loan agreement (the "Loan Agreement") pursuant to which Denison will advance $350,000 (the "Principal") to JNR.  The Principal shall be payable in full on the termination of  the Acquisition Agreement by either party thereto for any reason at any  time (the "Due Date").  Upon and after the Due Date and until the Principal is repaid in  full, interest shall be calculated on the Principal outstanding at the  rate of 5% per annum.

Haywood Securities Inc. is acting as financial advisor to Denison, while  Toll Cross Securities Inc. is acting as financial advisor to JNR.

 Cassels Brock & Blackwell LLP is acting as legal advisor to Denison,  and Maitland & Co. is acting as legal advisor to JNR.

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 JNR.  Such an offer may only be made  pursuant to a take-over bid circular and related documents filed with  the securities regulatory authorities in Canada.  Denison intends to  file a take-over bid circular with Canadian provincial securities  regulators.  Denison also intends to file with the U.S. Securities and  Exchange Commission (the "SEC") a Registration Statement on Form F-8  which will include the take-over bid circular.  Investors and security  holders are urged to read the take-over bid circular and related  documents regarding the proposed transaction referred to in these  documents when they become available, because they will contain  important information.  Investors may obtain a free copy of the  take-over bid circular, when it becomes available, and other 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. The take-over bid circular and related documents may also be obtained  for free, once they have been mailed, on Denison's website. Free copies  of any such documents could also be obtained by directing a request to  Denison at 595 Bay Street, Suite 402, Toronto, Ontario, Canada, M5G  2C2.