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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For October 30, 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
(Registrant)
Date: October 30, 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 October 26, 2006 Information Circular
Mailed to Shareholders
[IUC LOGO] INTERNATIONAL URANIUM CORPORATION
Suite 2101 -- 885 West Georgia Street
Vancouver, BC V6C 3E8
Tel. 604-689-7842
Fax. 604-689-4250
www.intluranium.com
PRESS RELEASE
IUC INFORMATION CIRCULAR MAILED TO SHAREHOLDERS
VANCOUVER, BC... OCTOBER 26, 2006 (IUC:TSX)... INTERNATIONAL URANIUM CORPORATION
("IUC" or the "Company") is pleased to report that the Management Information
Circular and Proxy relating to the proposed business combination of IUC and
Denison Mines Inc. ("Denison") has been mailed to IUC shareholders.
All shareholders are invited to attend a special meeting of the shareholders of
IUC to be held at the Design Exchange, 234 Bay Street, Toronto Dominion Centre,
Toronto, Ontario, Canada on Monday, November 20, 2006 at 10:30 a.m. (Toronto
time). The purpose of the meeting is to consider and vote on the proposed merger
with Denison as well as other matters relating to the merger.
The merger of IUC and Denison will create a growth oriented and diversified
uranium producer with estimated combined annual production of approximately 5
million pounds U3O8 by 2010 and a strong financial position with approximately
Cdn$130 million in working capital.
As of June 30, 2006, the combined company's pro forma financial highlights
include:
o Cash and short-term investments of approximately Cdn$120 million
o No long-term debt
The strength of the pro forma balance sheet will allow the combined company to
pursue a development growth strategy and fund an aggressive exploration program.
The combined company will be positioned as the premier North American uranium
intermediate 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 operating uranium mills 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 position 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. In addition, the combined company will have
further exposure to exploration through equity investments in JNR Resources
Inc., Energy Metals Limited in Australia and several other exploration
companies. The combined company will continue to be the manager of Uranium
Participation Corporation, a company created to buy, hold and sell uranium.
E. Peter Farmer will become the Chief Executive Officer of the combined company
and Ron F. Hochstein will become the President and Chief Operating Officer.
James R. Anderson will be the Chief Financial Officer. Both Denison and IUC will
be equally represented on the board of directors of the combined company, with
Lukas H. Lundin acting as Chairman of the Board.
At the closing of the plan of arrangement, Denison will amalgamate with a wholly
owned subsidiary of IUC and holders of Denison common shares will exchange each
one of their Denison common shares for 2.88 IUC common shares. IUC shareholders
will continue to hold their existing common shares. The combined company will be
renamed Denison Mines Ltd. and will retain a primary listing on the Toronto
Stock Exchange.
Existing IUC and Denison shareholders will each own approximately 50% of the
combined company. The combined company will have approximately 176 million
common shares outstanding at the completion of the merger.
The board of directors of each of Denison and IUC have received fairness
opinions from their respective financial advisors with respect to the
transaction consideration. Both boards are unanimously recommending approval of
the transaction by their respective shareholders.
The transaction is currently expected to close by December 1, 2006, subject to
receipt of all requisite approvals. Further details about the merger can be
found in the management information circular and proxy statement.
The IUC board of directors unanimously recommends that shareholders vote in
favour of the matters to be placed before them in connection with the
arrangement transaction. The directors and senior officers of each company have
entered into agreements to vote their respective shareholdings in support of the
transaction and to refrain from disposing of their shares prior to the
applicable shareholders' meeting. The Lundin family interests have also pledged
their support of the transaction.
IUC is very enthusiastic about the future of the combined company and looks
forward to continue to develop the combined company together with the Company's
new colleagues at Denison. The Company believes the combined operating,
development and exploration expertise of the two companies will create a strong
foundation for continued growth. The combined company will have ownership
interests in two of the four active uranium mills in North America and IUC's
U.S. mine development programs will add to Denison's ongoing McClean Lake
production. The combined company will also have substantial mineral reserves and
resources and an exploration program to provide for future growth.
IUC is engaged in uranium exploration and production. It holds significant
uranium deposits in Mongolia and uranium and vanadium deposits in the U.S. and a
fully permitted 2,000 ton per day uranium/vanadium mill near Blanding, Utah (one
of only two operating uranium mills in the U.S.), as well as uranium exploration
properties in the Athabasca Region in Canada. The Company also processes and
recycles uranium-bearing waste materials as an environmentally superior
alternative to direct disposal. In addition, the Company is a significant
shareholder in Fortress Minerals Corp., a public company engaged in precious and
base metal exploration in Russia, Nicaragua and Mongolia.
Statements contained in this news release which are not historical facts are
forward-looking statements that involve risks, uncertainties and other factors
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause such
differences, without limiting the generality of the following, include: risks
inherent in exploration activities; volatility and sensitivity to market prices
for uranium and vanadium; the impact of the sales volume of uranium and
vanadium; competition; reliance on income from processing uranium-bearing waste
materials; the impact of change in foreign currency exchange rates and interest
rates; imprecision in resource and reserve estimates; environmental and safety
risks including increased regulatory burdens; changes to reclamation
requirements; unexpected geological or hydrological conditions; political risks
arising from operating in certain developing countries; a possible deterioration
in political support for nuclear energy; changes in government regulations and
policies, including trade laws and policies; demand for nuclear power;
replacement of production and failure to obtain necessary permits and approvals
from government authorities; weather and other natural phenomena; ability to
maintain and further improve positive labour relations; operating performance of
the facilities; success of planned development projects; and other development
and operating risks. Although IUC believes that the assumptions inherent in the
forward-looking statements are reasonable, undue reliance should not be placed
on these statements, which only apply as of the date of this release. IUC
disclaims any intention or obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
United States investors are advised that while the term resources is recognized
by Canadian regulations, SEC does not recognize that term. Investors are
cautioned not to assume that all or any part of mineral deposits in this
category will ever be converted into reserves.
On behalf of the Board,
Ron F. Hochstein
President and C.E.O.
For further information, please contact Sophia Shane, Corporate Communications,
at 604-689-7842.