Exhibit 99.2
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
March 25, 2020
and March 26, 2020
A news release
announcing the material change was disseminated on each of March
25, 2020 and March 26, 2020 through the facilities of CNW Group
(Cision), copies of which have been filed under Denison’s
profile on SEDAR.
Item
4:
Summary of
Material Change
On March 25,
2020, Denison announced it was undertaking an overnight marketed
public offering of common shares of the Company (the "Offered Shares") for minimum gross
proceeds of US$4.0 million (the "Offering").
On March 26,
2020, it announced that it had 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
Item
5:
Full
Description of Material Change
5.1 Full
Description of Material Change
On March 25,
2020, Denison announced it was undertaking an overnight marketed
public offering of the Offered Shares for minimum gross proceeds of
US$4.0 million.
On March 26,
2020, it announced that it had entered into an underwriting
agreement with the Underwriters to sell 25,000,000 Common Shares at
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 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 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.
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.
March 31,
2020
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain
information contained in this 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 report 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
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 report. Denison does not
undertake any obligation to publicly update or revise any
forward-looking information after the date of this report to
conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable
legislation.