Denison Mines Corp 6-K, filed Mar 26, 2020
Denison Mines Corp. (DNN)
6-K
2020-03-26
For: 2020-03-25
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on March 26, 2020.
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: March 26, 2020
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
DENISON MINES
CORP.
|
||
|
|
|
|
||||
|
|
|
|
|
/s/ Amanda Willett
|
||
|
Date: March
26, 2020
|
|
|
|
Amanda
Willett
|
||
|
|
|
|
|
Corporate Counsel and Corporate Secretary
|
||
FORM 6-K
EXHIBIT INDEX
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press Release dated March 25, 2020
|
|
99.2
|
|
|
|
|
|
|
Exhibit 99.1
 |
Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
|
PRESS
RELEASE
DENISON ANNOUNCES OVERNIGHT MARKETED OFFERING
Toronto, ON – March 25,
2020. Denison Mines Corp. (“Denison” or the
“Company”) (DML: TSX, DNN: NYSE American)
announces that the Company is undertaking an overnight marketed
public offering of common shares (the “Offered Shares”)
of the Company for minimum gross proceeds of US$4.0 million (the
“Offering”).
The Offering is
expected to be completed pursuant to an underwriting agreement to
be entered into between the Company and Cantor Fitzgerald Canada
Corporation (“CFCC”), as sole bookrunner and co-lead
underwriter on behalf of itself and a syndicate of underwriters
(collectively, the “Underwriters”). The Offering will
be made in the United States through CFCC’s U.S. affiliate,
Cantor Fitzgerald & Co. The price and number of Offered Shares
to be sold will be determined in the course of marketing and there
can be no assurance as to whether or when the Offering will be
completed.
In addition,
Denison will grant the Underwriters an over-allotment option (the
“Over-Allotment Option”) exercisable, in whole or in
part, in the sole discretion of the Underwriters, to purchase up to
an additional 15% of the number of Offered Shares sold in the
Offering for up to 30 days after the closing, on the same terms and
conditions as the Offering.
The Company will
pay the Underwriters a cash commission equal to 6.0% of the gross
proceeds of the Offering, including proceeds received from the
exercise of the Over-Allotment Option, at the closing of the
Offering.
The Offered
Shares will be offered by way of a short form prospectus in all
provinces of Canada (other than Quebec), and will be offered in the
United States pursuant to a prospectus filed as part of a
registration statement under the Canada/U.S. multi-jurisdictional
disclosure system. A registration statement on Form F-10 relating
to these securities has been filed with the United States
Securities and Exchange Commission (the “SEC”) but has not yet become
effective. The securities may not be sold nor may offers to buy be
accepted in the United States prior to the time the registration
statement becomes effective. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the Offered Shares in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction. The Offered Shares have not been approved or
disapproved by any regulatory authority, nor has any such authority
passed upon by the accuracy or adequacy of the prospectus or the
registration statement.
The Offering is
expected to close on or about April 9, 2020 and is subject to
certain conditions including, but not limited to, the receipt of
all necessary regulatory approvals including, but not limited to,
the approval of the Toronto Stock Exchange and the NYSE American
stock exchange. Proceeds of the Offering are anticipated to
be used to fund Denison’s business activities planned for the
remainder of 2020 and into 2021, as well as for general working
capital purposes, as more fully described in the preliminary short
form prospectus.
The preliminary short form prospectus is available
on SEDAR at www.sedar.com.
The registration statement on Form F-10, including the U.S. form of
the preliminary short form prospectus, is available on the
SEC’s website at www.sec.gov.
Alternatively, a written prospectus relating to the Offering may be
obtained upon request by contacting the Company or Cantor
Fitzgerald Canada Corporation in Canada, attention: Equity Capital
Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7,
email: ecmcanada@cantor.com;
or Cantor Fitzgerald & Co., Attention: Equity Capital Markets,
499 Park Avenue, 6th Floor, New York, New York, 10022 or by email
at prospectus@cantor.com.
About Denison
Denison is a uranium exploration and development company with
interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. Denison’s Athabasca Basin exploration
portfolio consists of numerous projects covering approximately
280,000 hectares. The Company's flagship project is the 90% owned
Wheeler River Uranium Project. Denison’s interests in the
Athabasca Basin also include a 22.5% ownership interest in the
McClean Lake joint venture (“MLJV”), which includes
several uranium deposits and the McClean Lake uranium mill, which
is currently processing ore from the Cigar Lake mine under a toll
milling agreement, plus a 25.17% interest in the Midwest and
Midwest A deposits, and a 66.57% interest in the J Zone and Huskie
deposits on the Waterbury Lake property. Each of Midwest, Midwest
A, J Zone and Huskie are located within 20 kilometres of the
McClean Lake mill.
Denison is engaged in mine decommissioning and environmental
services through its Closed Mines group (formerly Denison
Environmental Services), which manages Denison's Elliot Lake
reclamation projects and provides post-closure mine care and
maintenance services to a variety of industry and government
clients.
Denison is also the manager of Uranium Participation Corp., a
publicly traded company which invests in uranium oxide and uranium
hexafluoride.
For more information, please contact
|
David Cates
|
(416) 979-1991 ext
362
|
|
President and Chief Executive
Officer
|
|
|
|
|
|
Sophia Shane
|
(604) 689-7842
|
|
Investor
Relations
|
|
|
|
|
|
Follow Denison on
Twitter
|
@DenisonMinesCo
|
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 Offering, and the
proposed terms and completion thereof; the proposed use of proceeds
of the Offering, assuming its completion; evaluation and
development plans and objectives; and expectations regarding its
joint venture ownership interests and the continuity of its
agreements with its partners.
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. For
example, if market conditions remain volatile and/or COVID-19
mitigation measures result in more social and economic disruptions,
Denison may not be able to complete the Offering on the terms
herein described or at all, which could have significant impacts on
Denison and its ability to continue as a going concern. 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 13, 2020 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
|
|
Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
|
PRESS
RELEASE
DENISON ANNOUNCES US$5 MILLION PUBLIC OFFERING
Toronto, ON – March 26,
2020. Denison Mines Corp. (“Denison” or the
“Company”) (DML: TSX, DNN: NYSE American) is pleased to
announce that further to its previously announced over-night
marketed public offering (the “Offering”) of common
shares of the Company (the “Common Shares”), it has
entered into an underwriting agreement with a syndicate of
underwriters co-led by Cantor Fitzgerald Canada Corporation, as
sole bookrunner, and Haywood Securities Inc., and including BMO
Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc.,
Canaccord Genuity Corp. and Raymond James Ltd. (collectively the
“Underwriters”) to sell 25,000,000 Common Shares at a
price of US$0.20 per share (the “Offering Price”) for
gross proceeds of US$5 million. The Company has granted to the
Underwriters an option (the “Over-Allotment Option”),
exercisable in whole or in part, in the sole discretion of the
Underwriters, for a period of 30 days from and including the
closing of the Offering, to purchase up to an additional 3,750,000
Common Shares (“Option Shares”) at the Offering Price.
If the Over-Allotment Option is exercised in full, the total gross
proceeds to the Company will be US$5.75
million.
The Company will
pay the Underwriters a cash commission equal to 6.0% of the gross
proceeds of the Offering, including proceeds received from the
exercise of the Over-Allotment Option, at the closing of the
Offering.
The Offered
Shares will be offered by way of a short form prospectus in all
provinces of Canada (other than Quebec), and will be offered in the
United States pursuant to a prospectus filed as part of a
registration statement under the Canada/U.S. multi-jurisdictional
disclosure system. A registration statement on Form F-10 relating
to these securities has been filed with the United States
Securities and Exchange Commission (the “SEC”) but has
not yet become effective. The securities may not be sold nor may
offers to buy be accepted in the United States prior to the time
the registration statement becomes effective. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the Offered Shares in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of that jurisdiction. The Offered Shares have not
been approved or disapproved by any regulatory authority, nor has
any such authority passed upon by the accuracy or adequacy of the
prospectus or the registration statement.
The Offering is
expected to close on or about April 9, 2020 and is subject to
certain conditions including, but not limited to, the receipt of
all necessary regulatory approvals including, but not limited to,
the approval of the Toronto Stock Exchange and the NYSE American
stock exchange. Proceeds of the Offering are anticipated to
be used to fund Denison’s business activities planned for the
remainder of 2020 and into 2021, as well as for general working
capital purposes, as more fully described in the preliminary short
form prospectus.
The preliminary short form prospectus is available
on SEDAR at www.sedar.com.
The registration statement on Form F-10, including the U.S. form of
the preliminary short form prospectus, is available on the
SEC’s website at www.sec.gov.
Alternatively, a written prospectus relating to the Offering may be
obtained upon request by contacting the Company or Cantor
Fitzgerald Canada Corporation in Canada, attention: Equity Capital
Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7,
email: ecmcanada@cantor.com;
or Cantor Fitzgerald & Co., Attention: Equity Capital Markets,
499 Park Avenue, 6th Floor, New York, New York, 10022 or by email
at prospectus@cantor.com.
About Denison
Denison is a uranium exploration and development company with
interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. Denison’s Athabasca Basin exploration
portfolio consists of numerous projects covering approximately
280,000 hectares. The Company's flagship project is the 90% owned
Wheeler River Uranium Project. Denison’s interests in the
Athabasca Basin also include a 22.5% ownership interest in the
McClean Lake joint venture (“MLJV”), which includes
several uranium deposits and the McClean Lake uranium mill, which
is currently processing ore from the Cigar Lake mine under a toll
milling agreement, plus a 25.17% interest in the Midwest and
Midwest A deposits, and a 66.57% interest in the J Zone and Huskie
deposits on the Waterbury Lake property. Each of Midwest, Midwest
A, J Zone and Huskie are located within 20 kilometres of the
McClean Lake mill.
Denison is engaged in mine decommissioning and environmental
services through its Closed Mines group (formerly Denison
Environmental Services), which manages Denison's Elliot Lake
reclamation projects and provides post-closure mine care and
maintenance services to a variety of industry and government
clients.
Denison is also the manager of Uranium Participation Corp., a
publicly traded company which invests in uranium oxide and uranium
hexafluoride.
For more information, please contact
|
David Cates
|
(416) 979-1991 ext
362
|
|
President and Chief Executive
Officer
|
|
|
|
|
|
Sophia Shane
|
(604) 689-7842
|
|
Investor
Relations
|
|
|
|
|
|
Follow Denison on
Twitter
|
@DenisonMinesCo
|
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 Offering, and the
proposed terms and completion thereof; the proposed use of proceeds
of the Offering, assuming its completion; evaluation and
development plans and objectives; and expectations regarding its
joint venture ownership interests and the continuity of its
agreements with its partners.
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. For
example, if market conditions remain volatile and/or COVID-19
mitigation measures result in more social and economic disruptions,
Denison may not be able to complete the Offering on the terms
herein described or at all, which could have significant impacts on
Denison and its ability to continue as a going concern. 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 13, 2020 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.