Denison Mines Corp 6-K, filed Oct 25, 2021
Denison Mines Corp. (DNN)
6-K
2021-10-25
For: 2021-10-21
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on October 25, 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: October 25, 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): ☐
INCORPORATION BY
REFERENCE
Exhibit 99.1 to
this Form 6-K of Denison Mines Corp. is hereby incorporated by
reference to its Registration Statement on Form F-10 (File No.
333-258939), as amended or
supplemented.
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: October
25, 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 ANNOUNCES SALE OF GOVIEX SHARES
AND WARRANTS FOR UP TO $41.6 MILLION
Toronto, ON – Oct. 21,
2021. Denison Mines Corp. (“Denison” or the
“Company”) (TSX: DML, NYSE American: DNN) is pleased to
announce it has entered into a private agreement to sell (the
“Transaction”) 32,500,000 common shares (“GoviEx
Shares”) of GoviEx Uranium Inc. (“GoviEx”),
currently held by Denison for investment purposes, and 32,500,000
common share purchase warrants entitling the holder to acquire one
(1) additional common share of GoviEx owned by Denison at an
exercise price of $0.80 for a term of 18 months (“GoviEx
Warrants”). On closing of the Transaction, Denison will
receive gross proceeds of $15,600,000 and will continue to hold
32,644,000 common shares of GoviEx. If the GoviEx Warrants are
exercised in full, Denison will receive further gross proceeds of
$26,000,000 and will transfer a further 32,500,000 common shares of
GoviEx to the warrant holder.
The
agreement is with an existing institutional shareholder of GoviEx.
The Transaction is subject to customary closing conditions and is
expected to be completed before the end of October, 2021. The
GoviEx Warrants, or common shares of GoviEx received on the
exercise of the GoviEx Warrants, will be subject to a hold period
of four months and one day from the closing date, in accordance
with applicable
securities
laws.
Denison
intends to use the net proceeds of the Transaction for general
corporate purposes.
This press release constitutes a "designated news release" for the
purposes of the Company's prospectus supplement dated September 28,
2021 to its short form base shelf prospectus dated September 16,
2021.
Early Warning Disclosure
Upon
closing of the Transaction, Denison will dispose of 32,500,000
GoviEx Shares at an attributed value of $0.48 per GoviEx Share
(attributing the full gross proceeds of the Transaction to the
GoviEx Shares with the GoviEx Warrants having an attributable value
of $0.00), for aggregate gross proceeds to Denison of $15.6
million. The sale of the GoviEx Shares and GoviEx Warrants has been
made through a private sale agreement.
Denison
currently holds 65,144,021 GoviEx Shares (12.07% of the issued and
outstanding GoviEx Shares, on a non-diluted basis based on
GoviEx’s current disclosure record). The disposition will
result in an approximate 50% decrease in Denison’s
shareholdings in GoviEx. Upon completion of the Transaction,
Denison will hold 32,644,021 GoviEx Shares, representing
approximately 6.05% of the issued and outstanding GoviEx Shares. In
the event that all of the GoviEx Warrants are exercised, Denison
will dispose of an additional 32,500,000 GoviEx Shares at a value
of $0.80 per GoviEx Share (being the exercise price of the
Warrants), for additional gross proceeds to Denison of $26.0
million. This further disposition would result in a 99% decrease in
Denison’s then shareholdings in GoviEx, and Denison would
then hold 144,021 GoviEx Shares, representing approximately 0.03%
of the issued and outstanding GoviEx Shares, on a non-diluted
basis.
The
disposition of GoviEx Shares was made for investment purposes.
While Denison currently has no other plans or intentions with
respect to the GoviEx securities, depending on market conditions,
general economic and industry conditions, trading prices of
GoviEx’s securities, GoviEx’s business, financial
condition and prospects and/or other relevant factors, Denison may
develop such plans or intentions in the future and, at such time,
may from time to time acquire additional securities, dispose of
some or all of the existing or additional securities or may
continue to hold securities of GoviEx.
Denison will file an early warning report under
National Instrument 62-103 in connection with the closing of the
Transaction. A copy of the early warning report filed by Denison
will be available under GoviEx’s profile on SEDAR at
www.sedar.com
and a copy can be obtained by
contacting Denison (see below for details). GoviEx’s head
office is located at 999 Canada Place, Suite 606 Vancouver, British
Columbia V6C 3E1. As Denison will decrease its security holdings in
GoviEx below 10%, following the above-noted early warning report
filing, it will no longer be required to report under the early
warning requirements of National Instrument 62-104 –
Take-Over Bids and Issuer Bids, unless its security holdings in
GoviEx increase to 10% or more in the future.
About Denison
Denison is a uranium exploration and development company with
interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. In addition to its effective 95% interest in
the Wheeler River project, Denison's interests in the Athabasca
Basin 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. The Midwest
Main, Midwest A, THT and Huskie deposits are each located within 20
kilometres of the McClean Lake mill.
Through its 50% ownership of JCU (Canada) Exploration Company
Limited, 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 ~280,000 hectares in the
Athabasca Basin region.
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, or a
copy of the early warning report, 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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Shae Frosst
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(416) 979-1991 ext
228
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Investor
Relations
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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 proposed Transaction, including the
ability of Denison to complete the Transaction and the timing and
intended use of proceeds thereof; the terms and impacts of exercise
of the GoviEx Warrants; and expectations regarding its joint
venture ownership interests and the continuity of its agreements
with its partners and 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 26, 2021 or subsequent quarterly financial reports 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.