Denison Mines Corp 6-K, filed May 5, 2021
Denison Mines Corp. (DNN)
6-K
2021-05-05
For: 2021-05-04
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on May 5, 2021.
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 5, 2021
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 5,
2021
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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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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 DELIVERS OFFER TO ACQUIRE 100% OWNERSHIP OF
JCU (CANADA) EXPLORATION COMPANY, LIMITED
Toronto, ON – May 4,
2021. Denison Mines Corp. (“Denison” or the
“Company”) (TSX: DML, NYSE American: DNN) announces
that it has delivered a binding offer (the “Denison
Offer”) to Overseas Uranium Resources Development Co., Ltd.
(“OURD”) to acquire 100% ownership of OURD's
wholly-owned subsidiary, JCU (Canada) Exploration Company, Limited
(“JCU”).
JCU
holds a portfolio of uranium project joint venture interests in
Canada, including a 10% interest in Denison’s 90% owned
Wheeler River uranium project.
The
Denison Offer includes the following features:
●
Consideration
including cash payments of up to CAD$40.5 million and the
assumption of JCU's existing liabilities (see below). The cash
payments include a CAD$10.0 million refundable deposit on signing
of a definitive agreement, an additional CAD$28.0 million on
closing, and a further amount of up to CAD$2.5 million, which is
expected to be paid within 45 days of the closing date and is
subject to adjustment based upon JCU's actual working capital on
the closing date.
●
Binding
subject only to the completion of definitive documentation,
regulatory approvals (if applicable), and the termination of
OURD’s existing definitive purchase agreement with UEX
Corporation (TSX: UEX) in accordance with its terms.
●
No conditions
for (i) due diligence on the assets of JCU, or (ii) obtaining the
necessary financing to fund the purchase price – as Denison
already possesses sufficient cash to fully fund the
acquisition.
●
A commitment
to OURD that JCU will be maintained as a corporate subsidiary in
order for JCU to meet its joint venture commitments.
●
Assumption of
JCU’s outstanding liabilities owed to the Japan Atomic Energy
Agency.
If
the Denison Offer is accepted by OURD, Denison understands that the
transaction will be subject to approval by OURD’s
shareholders.
Denison
welcomes the opportunity to build on its long history of
partnership with OURD and JCU to effect the acquisition of JCU, as
presented in the Denison Offer, and bring significant additional
benefit to the shareholders of OURD.
About Denison
Denison is a uranium exploration and development company with
interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. The Company's flagship project is the 90%
owned 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 ("MLJV"), 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.
Denison is also 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.
For more information, please contact
David
Cates (416) 979-1991 ext 362
President and
Chief Executive Officer
Sophia
Shane (604) 689-7842
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 terms of the Offer,
including anticipated conditions for the transaction; the
acceptance of the Offer by OURD; Denison’s development and
expansion 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, the Offer may not be accepted by OURD as presented or at
all or the parties may negotiate terms materially different than
disclosed herein. Denison believes that the expectations reflected
in this forward-looking information are reasonable and 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 the Annual Information
Form dated March 26, 2021 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.