Denison Mines Corp 6-K, filed Aug 13, 2025
Denison Mines Corp. (DNN)
6-K
2025-08-13
For: 2025-08-13
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Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on August 13, 2025.
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: August 13, 2025
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: August 13,
2025
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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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Press release dated August 13, 2025 |
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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 Pricing of Upsized US$300 Million Convertible
Senior Notes Offering
Toronto, ON – August 13, 2025 - Denison
Mines Corp. (TSX: DML)(NYSE AMERICAN: DNN)
(“Denison” or the “Company”) announces
that, on August 12, 2025, it upsized and priced its previously
announced offering of convertible senior unsecured notes due 2031
(the “
Notes”) for an aggregate principal amount of
US$300 million (the “Offering”). The Company has
granted the initial purchasers of the Notes an option for a period
of 13 days, beginning on, and including the date on which the Notes
are first issued, to purchase up to an additional US$45 million
aggregate principal amount of Notes.
The Notes will
bear cash interest semi-annually at a rate of 4.25% per annum. The
initial conversion rate for the Notes will be 342.9355 common
shares of Denison (“Shares”) per US$1,000 principal
amount of Notes, equivalent to an initial conversion price of
approximately US$2.92 per Share. The initial conversion rate
represents a premium of approximately 35% relative to the closing
sale price of the Shares on August 12, 2025 and is subject to
adjustment in certain events. The Notes will be convertible into
Shares, cash or a combination of Shares and cash, at the
Company’s election.
Denison will have
the right to redeem the Notes in certain circumstances and holders
will have the right to require Denison to repurchase their Notes
upon the occurrence of certain events.
The Offering is
expected to close, subject to customary closing conditions, on or
about August 15, 2025.
The Company
intends to use the net proceeds from the Offering for expenditures
to support the evaluation and development of the Company’s
uranium development projects, including the Wheeler River Uranium
Project and general corporate purposes. Additionally, the Company
intends to pay the purchase price of approximately US$30.75 million
(or approximately US$35.36 million if the initial purchasers fully
exercise their option to purchase additional Notes) for the capped
call transactions described below with a portion of the net
proceeds from the Offering or from existing cash on
hand.
In connection
with the pricing of the Notes, Denison has entered into privately
negotiated cash-settled capped call transactions with one or more
of the initial purchasers of the Notes, their respective affiliates
and/or other financial institutions (the “capped call
counterparties”). The capped call transactions will cover,
subject to anti-dilution adjustments substantially similar to those
applicable to the Notes, the number of Shares that will initially
underlie the Notes, assuming the initial purchasers do not exercise
their option to purchase additional Notes. The cap price of the
capped call transactions is initially US$4.32 per Share
representing a premium of 100% above the last reported sale price
of US$2.16 per Share on August 12, 2025 and is subject to certain
adjustments under the terms of the capped call transactions. The
capped call transactions are expected generally to reduce potential
economic dilution upon conversion of the Notes and/or offset any
cash payments that Denison could be required to make in excess of
the principal amount of any converted Notes upon conversion
thereof, as the case may be, with such reduction and/or offset
subject to a cap. If the initial purchasers exercise their option
to purchase additional Notes, Denison expects to use the net
proceeds from the sale of additional Notes for general corporate
purposes and additionally, the Company intends to use the net
proceeds from the sale of the additional Notes or existing cash on
hand to fund the cost of entering into additional capped call
transactions with the capped call counterparties.
In connection
with establishing their initial hedges of the capped call
transactions, the capped call counterparties have advised Denison
that they or their respective affiliates expect to enter into
various derivative transactions with respect to the Shares
concurrently with, or shortly after, the pricing of the Notes, and
may unwind these various derivative transactions and purchase
Shares in open market transactions shortly after the pricing of the
Notes. This activity could increase (or reduce the size of any
decrease in) the market price of the Shares or the Notes at that
time.
In addition, the
capped call counterparties or their respective affiliates may
modify their hedge positions by entering into or unwinding various
derivatives with respect to the Shares and/or purchasing or selling
the Shares or other of Denison’s securities in secondary
market transactions following the pricing of the Notes and prior to
the maturity of the Note (and are likely to do so during any
observation period related to a conversion of a Note). This
activity could also cause or avoid an increase or a decrease in the
market price of the Shares or the Notes, which could affect a
noteholder’s ability to convert the Notes and, to the extent
the activity occurs during any observation period related to a
conversion of the Notes, it could affect the number of Shares and
value of the consideration that noteholders will receive upon
conversion of the Notes.
The Offering is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the
Toronto Stock Exchange and the NYSE American. The Notes issued in
connection with the Offering and the Shares issuable upon the
conversion of Notes will be subject to a statutory hold period in
accordance with applicable securities legislation. The Company
intends to rely on the Exemptions for Eligible Interlisted Issuer
in accordance with section 602.1 of the TSX Company
Manual.
The Notes and the
Shares issuable upon the conversion thereof have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), registered under any state
securities laws, or qualified by a prospectus in any province or
territory of Canada. The Notes and the Shares may not be offered or
sold in the United States absent registration under the Securities
Act or an applicable exemption from registration under the
Securities Act. The Notes will be offered only to “qualified
institutional buyers” (as defined in Rule 144A under the
Securities Act). Offers and sales in Canada will be made only
pursuant to exemptions from the prospectus requirements of
applicable Canadian provincial and territorial securities
laws.
This press
release is neither an offer to sell nor the solicitation of an
offer to buy the Notes or any other securities and shall not
constitute an offer to sell or solicitation of an offer to buy, or
a sale of, the Notes or any other securities in any jurisdiction in
which such offer, solicitation or sale is unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
About Denison
Denison is a uranium mining, 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.
In mid-2023, a feasibility study was completed for
the Phoenix deposit as an ISR mining operation, and an
update to the previously prepared 2018 Pre-Feasibility Study was
completed for Wheeler River’s Gryphon deposit as a
conventional underground mining operation. Based on the respective
studies, both deposits have the potential to be competitive with
the lowest cost uranium mining operations in the
world.
Permitting efforts for the planned Phoenix ISR operation commenced
in 2019 and are nearing completion with approval of the
project’s Environmental Assessment (“EA”)
received from the Province of Saskatchewan and Canadian Nuclear
Safety Commission hearing dates set in the fall of 2025 for
Federal approval of the EA and project construction
license.
Denison’s interests
in Saskatchewan also include a 22.5% ownership interest
in the McClean Lake Joint Venture (“MLJV”), which
includes unmined uranium deposits (with the mining at the McClean
North deposit via the MLJV’s Surface Access Borehole Resource
Extraction (SABRE) mining method having commenced in July 2025) and
the McClean Lake uranium
mill (currently utilizing a portion of its licensed capacity to
process the ore from the Cigar Lake mine under a toll milling
agreement), plus a 25.17% interest in the Midwest Joint Venture’s Midwest Main and
Midwest A deposits, and a 70.55% interest in the
Tthe Heldeth Túé
(“THT”) and Huskie deposits on the Waterbury Lake Property. The
Midwest Main, Midwest A, THT
and Huskie deposits are
located within 20 kilometres of the McClean Lake mill. Taken together, Denison has
direct ownership interests in properties covering ~384,000 hectares
in the Athabasca Basin
region.
Additionally, 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, 33.8118%), and Christie Lake (JCU,
34.4508%).
In 2024, Denison celebrated its 70th year in
uranium mining, exploration, and development, which began in 1954
with Denison’s first acquisition of mining claims in
the Elliot Lake region of
northern Ontario.
The Toronto Stock Exchange and NYSE American LLC neither approve
nor disapprove the information contained in this press
release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain information contained in this press 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
‘potential’, ‘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’ or
‘be achieved’.
In particular, this press release contains forward-looking
information pertaining to the following: statements relating to the
Offering, including the option to purchase additional Notes, if
any, the terms of the Notes, the anticipated timing for closing of
the Offering, the anticipated use of proceeds and the intention to
enter into capped call transactions; and expectations regarding
Denison’s joint venture ownership interests and 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 28, 2025 under the heading ‘Risk Factors’ or in
subsequent quarterly financial reports. 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 press 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 press release. Denison does not undertake any
obligation to publicly update or revise any forward-looking
information after the date of this press release to
conform such information to actual results or to changes
in Denison’s expectations except as otherwise required
by applicable legislation.