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
of the Securities Exchange Act of 1934
Date: December 12, 2019
Commission File Number: 001-33414
Denison Mines Corp.
(Translation of registrant’s name into
English)
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:
December 12, 2019
|
|
|
|
Amanda
Willett
|
|
|
|
|
Corporate Counsel and Corporate Secretary
|
EXHIBIT
INDEX
Exhibit Number
|
|
Description
|
|
|
99.1
|
|
|
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item
1:
Name and
Address of Company
Denison Mines
Corp. (“Denison”
or the “Company”)
1100 – 40
University Avenue
Toronto, ON M5J
1T1
Item
2:
Dates of
Material Change
November 18,
2019
A news release
announcing the material change was disseminated on November 18,
2019 through the facilities of CNW Group (Cision) and a copy has
been filed under Denison’s profile on SEDAR.
Item
4:
Summary of
Material Change
On November 18,
2019, Denison announced that it has entered into an agreement with
Cantor Fitzgerald Canada Corporation (“Cantor”) as a sole bookrunner and
lead underwriter, on behalf of a syndicate of underwriters
(together, the "Underwriters"), under which the
Underwriters have agreed to purchase, on a "bought deal" private
placement basis, 6,030,000 flow-through common shares (the
"Flow-Through Shares") at a
price of CAD$0.68 per share, for total gross proceeds of
approximately CAD$4.1 million (the "Offering").
Item
5:
Full
Description of Material Change
5.1 Full
Description of Material Change
On November 18,
2019, Denison announced that it has entered into an agreement with
Cantor as a sole bookrunner and lead underwriter, on behalf of a
syndicate of Underwriters, under which the Underwriters have agreed
to purchase, on a "bought deal" private placement basis, 6,030,000
Flow-Through Shares at a price of CAD$0.68 per share, for total
gross proceeds of approximately CAD$4.1 million.
The Company has
granted the Underwriters an option to increase the gross proceeds
of the Offering by up to 15%, exercisable in whole or in part at
any time up to two business days prior to the closing date. The
Underwriters will seek to arrange for substituted purchasers for
the Flow-Through Shares in one or more provinces of
Canada.
The closing of
the Offering is expected to occur on or about December 6, 2019 and
is subject to the completion of formal documentation and receipt of
regulatory approvals, including the approval of the Toronto Stock
Exchange and the NYSE American. The Flow-Through Shares issued in
connection with the Offering will be subject to a statutory hold
period in accordance with applicable securities
legislation.
The Company has
agreed to use the gross proceeds from the sale of the Flow-Through
Shares for "Canadian exploration expenses" (within the meaning of
the Income Tax Act
(Canada)), related to the Company's Canadian uranium mining
exploration projects in Saskatchewan.
The Company has
also agreed to renounce such Canadian exploration expenses with an
effective date of no later than December 31, 2019.
5.2
Disclosure of Restructuring Transactions
Not
applicable.
Item
6:
Reliance
on subsection 7.1(2) or (3) of National Instrument
51-102
Not
applicable.
Item
7:
Omitted
Information
Not
applicable.
Item
8:
Executive
Officer
For further
information, please contact David Cates, President & Chief
Executive Officer, at (416) 979-1991 Ext. 362.
November 20,
2019
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain information contained in this material change report
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 material change report contains forward-looking information
pertaining to the following: the Company's expectations regarding
the proposed Offering, including the completion and use of proceeds
thereof; and exploration, development and expansion plans,
objectives and regulatory processes.
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
12, 2019 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 material change report 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 material change report. Denison does not undertake any
obligation to publicly update or revise any forward-looking
information after the date of this material change report to
conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable
legislation.