Q & A
Q: Am I entitled to Dissent Rights?
A: The Interim Order provides the Registered Fission Shareholders with Dissent Rights in connection with the Arrangement that will be available if the Arrangement Resolution is approved by the Fission Shareholders. Registered Fission Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular and the Interim Order, and comply with the provisions of the Dissent Rights the full text of which is set out on Appendix “D” to this Circular. See “The Meeting – The Arrangement – Dissent Rights” in this Circular.
Dissent Rights
The Interim Order provides that each Registered Fission Shareholder may exercise rights of dissent under Section 190 of the CBCA as modified by the Plan of Arrangement, the Interim Order or the Final Order in respect of the Arrangement, provided that the written objection to the Arrangement Resolution of Fission contemplated by Section 190 of the CBCA must be sent to and received by Fission at least two days before the Meeting. Fission Shareholders who duly exercise such rights of dissent and who:
(a) are ultimately determined to be entitled to be paid fair value from Denison, for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have irrevocably transferred such Dissenting Shares to Denison in
consideration of such fair value; or
(b) are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Fission Shareholder who has not exercised Dissent Rights;
but in no case will Fission or Denison or any other person be required to recognize such holders as holders of Fission Shares after the completion of the Arrangement.