Denison Mines Corp 6-K, filed May 4, 2022
Denison Mines Corp. (DNN)
6-K
2022-05-04
For: 2022-05-04
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on May 4, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: May 4, 2022
Commission File Number: 001-33414
Denison Mines Corp.
(Name of
registrant)
1100-40 University Avenue
Toronto Ontario
M5J 1T1 Canada
(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 ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
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.
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DENISON MINES
CORP.
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/s/ Amanda Willett
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Date: May 4,
2022
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Amanda
Willett
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Vice
President Legal and Corporate Secretary
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FORM 6-K
EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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99.2
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Exhibit 99.1
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Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
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PRESS
RELEASE
Denison Announces Results of Shareholder Meeting
Toronto, ON – May 4,
2022. Denison Mines Corp.
(“Denison” or the
“Company”) (TSX: DML, NYSE American: DNN) is pleased to
report that the nominees listed in the management proxy
circular dated March 23, 2022 (the “Circular”) for the
Annual General Meeting of Shareholders held in Toronto today (the
"Meeting ") were elected as directors of the Company.
The Company is
also pleased to report that all other items of business presented
to its shareholders at the Meeting, as more particularly described
in the Circular, were approved.
Detailed results
of the vote by proxy for the election of directors are set out
below.
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Nominee
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Votes For
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% For
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Votes Withheld
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% Withheld
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David D.
Cates
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287,858,710
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98.33
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4,902,488
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1.67
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Brian D.
Edgar
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285,402,715
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97.49
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7,358,483
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2.51
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Ron F.
Hochstein
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214,886,081
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73.40
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77,875,117
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26.60
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Yun Chang
Jeong
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289,706,277
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98.96
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3,054,921
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1.04
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David
Neuburger
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290,406,734
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99.20
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2,354,464
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0.80
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Laurie
Sterritt
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290,203,425
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99.13
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2,557,773
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0.87
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Jennifer
Traub
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289,467,949
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98.88
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3,293,249
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1.12
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Patricia M.
Volker
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290,167,763
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99.11
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2,593,435
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0.89
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The Board of
Directors (the “Board”), on recommendation of the
Corporate Governance & Nominating Committee (after detailed
review), approved the individuals nominated to shareholders for
election to serve as directors of the Board and is confident of
their suitability to serve on the Board and its Committees. The
Company was advised that proxy advisory firm Institutional
Shareholder Services (“ISS”) recommended a
“withhold” vote against Mr. Hochstein, which is
believed to have impacted the voting results at the Meeting.
According to their reporting, ISS has taken the position that Mr.
Hochstein is not independent due to his prior role as CEO of the
Company 7 years ago. Mr. Hochstein has served as President and CEO
of Lundin Gold Inc. since 2014, resigning as CEO of the Company in
March 2015. It is the position of the Board that Mr.
Hochstein’s prior executive positions with Denison do not
interfere with his ability to exercise independent judgment as a
member of Denison’s Board and that Mr. Hochstein is a highly
valued member of the Board, providing the Company with the benefit
of his many years of experience in governance and mining (including
uranium exploration and mining operations).
The Company has
provided more details on the results of all matters considered at
the Meeting in its Report of Voting Results which has been filed
under its profile on SEDAR at www.sedar.com and will be filed on
EDGAR at www.sec.gov/edgar.
About
Denison
Denison is a uranium exploration and development company with
interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. The Company has an effective 95% interest in
its flagship Wheeler River Uranium Project, which is the largest
undeveloped uranium project in the infrastructure rich eastern
portion of the Athabasca Basin region of northern Saskatchewan.
Denison's interests in Saskatchewan also include a 22.5% ownership
interest in the McClean Lake joint venture, which includes several
uranium deposits and the McClean Lake uranium mill that is
contracted to process the ore from the Cigar Lake mine under a toll
milling agreement, plus a 25.17% interest in the Midwest Main and
Midwest A deposits, and a 66.90% interest in the Tthe Heldeth
Túé ("THT," formerly J Zone) and Huskie deposits on the
Waterbury Lake property. Each of Midwest Main, Midwest A, THT and
Huskie are located within 20 kilometres of the McClean Lake
mill.
Through its 50% ownership of JCU (Canada) Exploration Company,
Limited (“JCU”), Denison holds additional interests in
various uranium project joint ventures in Canada, including the
Millennium project (JCU 30.099%), the Kiggavik project (JCU
33.8123%) and Christie Lake (JCU 34.4508%). Denison’s
exploration portfolio includes further interests in properties
covering ~297,000 hectares in the Athabasca Basin
region.
Denison is also engaged in post-closure mine care and maintenance
services through its Closed Mines group (formerly Denison
Environmental Services), which manages Denison's reclaimed mine
sites in the Elliot Lake region and provides related services to
certain third-party projects.
For more information, please contact
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David
Cates
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(416) 979-1991
ext. 362
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President and
Chief Executive Officer
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Mac
McDonald
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(416) 979-1991
ext. 242
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Exec. Vice
President & Chief Financial Officer
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Follow Denison on
Twitter
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@DenisonMinesCo
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CAUTIONARY STATEMENT REGARDING FORWARD‐LOOKING STATEMENTS
Certain information contained in this news release constitutes
‘forward-looking information’, within the meaning of
the applicable United States and Canadian legislation concerning
the business, operations and financial performance and condition of
Denison. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as
‘plans’, ‘expects’, ‘budget’,
‘scheduled’, ‘estimates’,
‘forecasts’, ‘intends’,
‘anticipates’, or ‘believes’, or the
negatives and/or variations of such words and phrases, or state
that certain actions, events or results ‘may’,
‘could’, ‘would’, ‘might’ or
‘will be taken’, ‘occur’, ‘be
achieved’ or ‘has the potential to’.
In particular, this news release contains forward-looking
information pertaining to the following: the composition of the
Denison Board; expectations regarding Denison’s joint venture
ownership interests and the continuity of its agreements with third
parties.
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 to be materially different from those
expressed or implied by such forward-looking statements. Denison
believes that the expectations reflected in this forward-looking
information are reasonable but no assurance can be given that these
expectations will prove to be accurate and results may differ
materially from those anticipated in this forward looking
information. For a discussion in respect of risks and other factors
that could influence forward-looking events, please refer to the
factors discussed in Denison’s Annual Information Form dated
March 25, 2022 under the heading ‘Risk Factors’. These
factors are not, and should not be construed as being,
exhaustive.
Accordingly, readers should not place undue reliance on
forward-looking statements. The forward-looking information
contained in this news release is expressly qualified by this
cautionary statement. Any forward-looking information and the
assumptions made with respect thereto speaks only as of the date of
this news release. Denison does not undertake any obligation to
publicly update or revise any forward-looking information after the
date of this news release to conform such information to actual
results or to changes in Denison's expectations except as otherwise
required by applicable legislation.
Exhibit 99.2
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Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
@DenisonMinesCo
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May
4, 2022
VIA SEDAR
Ontario
Securities Commission
British Columbia
Securities Commission
Alberta
Securities Commission
Saskatchewan
Financial Services Commission
The Manitoba
Securities Commission
Authorité
des marchés financiers (Québec)
Financial and
Consumer Services Commission (New Brunswick)
Nova Scotia
Securities Commission
Office of the
Superintendent of Securities, Service Newfoundland and
Labrador
Office of the
Superintendent of Securities, Government of Prince Edward
Island
Office
of the Superintendent of Securities, Northwest
Territories
Office
of the Yukon Superintendent of Securities
Nunavut
Securities Office
The
Toronto Stock Exchange
Denison Mines Corp.
- Report of Voting
Results
In accordance
with Section 11.3 of National Instrument 51-102 – Continuous
Disclosure Obligations, we hereby advise of the results of the
voting on the matters submitted to the annual general meeting (the
“Meeting”) of the shareholders (the
“Shareholders”) of Denison Mines Corp. (the
“Corporation”) held on May 4, 2022.
The matters
voted upon at the Meeting and the results of the voting were as
follows:
Election of Directors
The eight
nominees set forth in the Corporation’s Management
Information Circular dated March 23, 2022 (the
“Circular”) were elected as directors of the
Corporation by a majority of votes cast by proxy or in person at
the Meeting. If a ballot had been taken, based upon the
scrutineer’s report on those in attendance or voting by
proxy, the voting results would have been as follows:
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Nominee
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Votes For
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% For
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Votes Withheld
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% Withheld
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David D.
Cates
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287,858,710
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98.33
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4,902,488
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1.67
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Brian D.
Edgar
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285,402,715
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97.49
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7,358,483
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2.51
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Ron F.
Hochstein
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214,886,081
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73.40
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77,875,117
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26.60
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Yun Chang
Jeong
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289,706,277
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98.96
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3,054,921
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1.04
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David
Neuburger
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290,406,734
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99.20
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2,354,464
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0.80
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Laurie
Sterritt
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290,203,425
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99.13
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2,557,773
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0.87
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Jennifer
Traub
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289,467,949
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98.88
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3,293,249
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1.12
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Patricia M.
Volker
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290,167,763
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99.11
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2,593,435
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0.89
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Appointment of Auditors
By majority
vote cast by proxy or in person at the Meeting, KPMG LLP was
appointed auditor of the Corporation to hold office until the close
of the next annual meeting of shareholders or until its successor
is appointed, and the directors of the Corporation were authorized
to fix the remuneration of the auditor. If a ballot had been taken,
based upon the scrutineer’s report on those in attendance or
voting by proxy, the voting results on the appointment of the
auditors would have been as follows:
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Votes For
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% For
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Votes Withheld
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% Withheld
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383,517,245
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99.52
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1,850,225
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0.48
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Advisory Vote on Executive Compensation
By majority
vote cast by proxy or in person at the Meeting, a non-binding
advisory resolution accepting the Corporation’s approach to
executive compensation (the “Executive Compensation
Resolution”), the full text of which is set out on page 16 of
the Circular, was approved. If a ballot had been taken, based upon
the scrutineer’s report on those in attendance or voting by
proxy, the voting results on the Executive Compensation Resolution
would have been as follows:
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Votes For
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% For
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Votes Against
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% Against
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286,304,080
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97.79
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6,457,117
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2.21
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DENISON MINES CORP.
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By:
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(signed) “Amanda Willett”
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Amanda
Willett
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VP
Legal & Corporate Secretary
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