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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For December 4, 2006
International Uranium Corporation
(Translation of registrant's name into English)
Suite 2101 - 885 West Georgia Street,
Vancouver, British Columbia, Canada V6C 3E8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____________________.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
International Uranium Corporation
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(Registrant)
Date: December 4, 2006 By: /s/ Ron F. Hochstein
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Ron F. Hochstein, President and CEO
EXHIBIT INDEX
Exhibit Number Description
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1 Press Release dated December 4, 2006 IUC Merger with
Denison Completed
[LOGO - DENISON MINES] [LOGO - INTERNATIONAL URANIUM]
www.denisonmines.com www.intluranium.com
PRESS RELEASE
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FOR IMMEDIATE RELEASE Trading symbol: DEN-T
IUC-T
IUC MERGER WITH DENISON COMPLETED
TORONTO, ONTARIO... DECEMBER 4, 2006... DENISON MINES INC. ("DENISON") (TSX:DEN)
AND INTERNATIONAL URANIUM CORPORATION ("IUC") (TSX:IUC) are pleased to announce
today the completion of the Plan of Arrangement between Denison and IUC, which
has resulted in the combination of the business and operations of both
companies. Denison is now a subsidiary of IUC and IUC has been renamed Denison
Mines Corp. ("New Denison").
Each share of Denison is now exchangeable for 2.88 IUC common shares. IUC shares
will automatically become common shares of New Denison. The Toronto Stock
Exchange (the "TSX") has advised that within three trading days Denison's
securities will cease trading on the TSX and New Denison's shares will commence
trading on the TSX under the symbol "DML." The outstanding warrants of Denison
will automatically become warrants of New Denison and commence trading under the
symbols "DML.WT" and "DML.WT.A". Until then, the securities of each company will
continue to trade separately.
The merger of IUC and Denison will create a growth oriented and diversified
uranium producer with currently estimated combined annual production of
approximately 5 million pounds U3O8 by 2010 and with a strong financial position
with approximately Cdn$118 million in working capital and no debt.
The combined company will be positioned as the premier North American
intermediate uranium producer, with mining assets in the Athabasca Basin Region
of Saskatchewan, Canada and the southwest United States including Colorado,
Utah, and Arizona. Further, the combined company will have ownership interests
in two of the four uranium mills operating in North America today. The
combination of a diversified mining asset base with parallel ownership of
milling infrastructure in highly politically stable jurisdictions will uniquely
position the combined company for growth and development into the future.
The combined company will also have a strong exploration portfolio with large
land positions in the United States, Canada and Mongolia. Correspondingly, the
combined company will have one of the largest uranium exploration teams among
intermediate uranium companies.
The Board of Directors of New Denison includes the following individuals:
Lukas H. Lundin, Chairman
E. Peter Farmer, Chief Executive Officer
Ron F. Hochstein, President and Chief Operating Officer
John H. Craig
W. Robert Dengler
Brian D. Edgar
Paul F. Little
William A. Rand
Roy J. Romanow
Catherine J.G. Stefan
- 2 -
Peter Farmer, Chief Executive Officer of New Denison and Ron Hochstein,
President of New Denison, commented, "This successful merger has created a new
intermediate uranium producer -- the only one in its class in North America. The
new company is backed by an exceptionally strong balance sheet, strong
production growth profile, a world-class exploration portfolio and, as part of
the Lundin Group of Companies, will see continued strong growth momentum. We
would like to express our appreciation to all our shareholders for their support
and look forward to continuing our mission of creating and enhancing shareholder
value."
For further information please contact: E. Peter Farmer (416) 979-1991 ext. 231
Ron Hochstein (604) 689-7842
James Anderson (416) 979-1991 ext. 372
CAUTIONARY STATEMENTS
This news release contains "forward-looking statements", within the meaning of
the United States Private Securities Litigation Reform Act of 1995 and similar
Canadian legislation, concerning the business, operations and financial
performance and condition of each of Denison and IUC and with respect to the
anticipated business of the combined company upon the combination of Denison and
IUC.
Forward looking statements include, but are not limited to, statements with
respect to estimated production, synergies and financial impact of the proposed
transaction; the benefits of the proposed transaction and the development
potential of Denison's and IUC's properties; the future price of uranium; the
estimation of mineral reserves and resources; the realization of mineral reserve
estimates; the timing and amount of estimated future production; costs of
production; capital expenditures; success of exploration activities; permitting
time lines and permitting, mining or processing issues; currency exchange rate
fluctuations; government regulation of mining operations; environmental risks;
unanticipated reclamation expenses; title disputes or claims; and limitations on
insurance coverage. Generally, these forward-looking statements 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" or "be
achieved".
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 and IUC to be
materially different from those expressed or implied by such forward-looking
statements, including but not limited to risks related to: unexpected events
during construction, expansion and start-up; variations in ore grade, tonnes
mined, crushed or milled; delay or failure to receive board or government
approvals; timing and availability of external financing on acceptable terms;
the businesses of Denison and IUC not being integrated successfully or such
integration proving more difficult, time consuming or costly than expected; not
realizing on the anticipated benefits from the Denison/IUC transaction or not
realizing on such anticipated benefits within the expected time frame; risks
related to international operations; actual results of current exploration
activities; actual results of current reclamation activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; future prices of uranium and vanadium; possible variations in ore
reserves, grade or recovery rates; failure of plant, equipment or processes to
operate as anticipated; accidents, labour disputes and other risks of the mining
industry; delays in the completion of development or construction activities, as
well as those factors discussed in or referred to in the current annual
Management's Discussion and Analysis of each of Denison and IUC, the current
Annual Information Form of Denison filed with the securities regulatory
authorities in Canada and available at www.sedar.com and IUC's Annual Report on
Form 20-F filed with the securities regulatory authorities in Canada and
available at www.sedar.com. Although management of each of Denison and IUC has
attempted to identify important factors that could cause actual results to
differ materially from those contained in forward-looking statements, there may
be other factors that cause results not to be as anticipated, estimated or
intended. The estimates of the annual production rate in 2010 contained in this
press release are based on the commencement of production from the Midwest
deposit by 2010.
There can be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those anticipated
in such statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Neither Denison nor IUC undertakes to update any
forward-looking statements that are incorporated by reference herein, except in
accordance with applicable securities laws. Mineral resources, which are not
mineral reserves, do not have demonstrated economic viability. This news release
uses the terms "Historic mineral deposits" for mineralization defined before the
adoption of Canadian National Instrument 43-101 for reporting on mineral
resources. The company is in the process of having NI 43-101 reports prepared by
an independent consultant. All investors are advised that such terms are not
recognized by Canadian and United States regulatory authorities. Readers should
refer to the respective Annual Information Forms of Denison and, IUC, each for
the year ended December 31, 2005, and other continuous disclosure documents
filed by each of Denison and IUC since January 1, 2006 available at
www.sedar.com, for further information relating to the mineral resources and
mineral reserves of Denison and IUC.
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED,
INDICATED AND INFERRED RESOURCES: This news release uses the terms "Measured",
"Indicated" and "Inferred" Resources. United States investors are advised that
while such terms are recognized and required by Canadian regulations, the United
States Securities and Exchange Commission does not recognize them. "Inferred
Mineral Resources" have a great amount of uncertainty as to their existence, and
as to their economic and legal feasibility. It cannot be assumed that all or any
part of an Inferred Mineral Resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of Inferred Mineral Resources may not form the
basis of feasibility or other economic studies. UNITED STATES INVESTORS ARE
CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF MEASURED OR INDICATED MINERAL
RESOURCES WILL EVER BE CONVERTED INTO MINERAL RESERVES. UNITED STATES INVESTORS
ARE ALSO CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF AN INFERRED MINERAL
RESOURCE EXISTS, OR IS ECONOMICALLY OR LEGALLY MINEABLE.