Exhibit 99.1
|
Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
|
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
PRESS
RELEASE
DENISON ANNOUNCES USD$25 MILLION BOUGHT DEAL OFFERING
OF
UNITS AND CAD$8 MILLION BOUGHT DEAL PRIVATE PLACEMENT
OF
FLOW-THROUGH
SHARES
Toronto, ON – February 11, 2021
Denison Mines Corp. (“Denison” or the
“Company”) (DML: TSX, DNN: NYSE American) is pleased to
announce that it has entered into agreements with Cantor Fitzgerald
Canada Corporation ("CFCC") and Haywood Securities Inc.
("Haywood"), as co-lead underwriters and joint book-runners, in
each case on behalf of themselves and a syndicate of underwriters
(collectively with CFCC and Haywood, the "Underwriters"), under
which the Underwriters have agreed to purchase, on a bought deal
basis, (1) 27,473,000 units of the Company (the "Units") at
the price of USD$0.91 per Unit (the "Issue Price") for
aggregate gross proceeds of approximately USD$25 million (the
"Unit Offering"); and (2) 5,926,000 flow-through common shares (the
"Flow-Through Shares") at a price of CAD$1.35 per
Flow-Through Share, for total gross proceeds of
approximately CAD$8 million (the "FT Private
Placement").
This press release constitutes a "designated news release" for the
purposes of the Company's prospectus supplement dated November 13,
2020 to its short form base shelf prospectus dated June 2,
2020.
Unit Offering
Each Unit will
consist of one common share in the capital of the Company (a
“Common Share”) and one-half of one transferable common
share purchase warrant of the Company (each whole warrant, a
“Warrant”). Each Warrant is exercisable to acquire one
Common Share (a “Warrant Share”) at an exercise price
of USD$2.00 per Warrant Share for 24 months after issuance. The
Warrants will not be listed.
In addition,
Denison has agreed to grant to the Underwriters an over-allotment
option (the "Over-Allotment Option") exercisable, in whole or in
part, at the sole discretion of the Underwriters to purchase up to
an additional 4,120,950 Units at the Issue Price for a period
of up to 30 days after the closing of the Unit Offering, for
potential additional gross proceeds to Denison of up
to approximately USD$3.75 million.
Proceeds of the
Unit Offering are anticipated to be used to fund evaluation and
environmental assessment activities on Denison's Wheeler River
Uranium Project, including the proposed Phoenix in-situ recovery
uranium mining operation (“Phoenix”), as well as for
general working capital purposes. Subject to a decision to advance
to a formal Feasibility Study (“FS”) for Phoenix, the
proceeds from the Unit Offering and current working capital are
expected, based on current estimates, to be sufficient to complete
such FS process.
Denison will pay
to the Underwriters a cash commission equal to 6% of the gross
proceeds of the Unit Offering, including any proceeds received from
the exercise of the Over-Allotment Option.
The Unit Offering
will be made by way of a prospectus supplement (the "Prospectus
Supplement") to the Company's existing Canadian short form base
shelf prospectus dated June 2, 2020 (the "Base Shelf Prospectus").
The Prospectus Supplement has been filed with the securities
commissions in each of the provinces and territories
of Canada, except Quebec and is available on the SEDAR website
maintained by the Canadian Securities Administrators at
www.sedar.com. Alternatively, the Prospectus Supplement and related
Base Shelf Prospectus 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 Haywood Securities Inc., attention: Equity Capital Markets, 200
Burrard Street, Suite 700, Vancouver, BC, V6C 3L6, email:
ecm@haywood.com.
The Unit Offering
is expected to close on or about February 19, 2021.
FT Private Placement
The FT Private
Placement will be completed on a “bought deal” private
placement basis.
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, 2021.
Denison will pay
to the Underwriters a cash commission equal to 6% of the gross
proceeds of the FT Private Placement.
The FT Private
Placement is expected to close on or about March 3,
2021.
Both offerings
are 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 Flow-Through
Shares issued in connection with the Private Placement will be
subject to a statutory hold period in accordance with applicable
securities legislation. The completion of the Unit Offering is not
contingent upon completion of the FT Private Placement, and the
completion of the FT Private Placement is not contingent upon the
completion of the Unit Offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The securities being offered have not been approved or disapproved
by any regulatory authority, nor has any such authority passed upon
by the accuracy or adequacy of the Prospectus Supplement or the
Base Shelf Prospectus.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any state securities laws and may not be
offered or sold within the United States or to or for the account
or benefit of a U.S. person (as defined in Regulation S under the
U.S. Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such
registration is available.
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, which is currently processing ore from
the Cigar Lake mine under a toll milling agreement, plus a 25.17%
interest in the Midwest 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, Midwest A, THT and Huskie are located
within 20 kilometres of the McClean Lake mill.
Denison is
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.
Denison is also
the manager of Uranium Participation Corp., a publicly traded
company which invests in uranium oxide and uranium
hexafluoride.
For more information, please contact
David Cates
|
(416) 979-1991 ext.
362
|
President and Chief Executive
Officer
|
|
|
|
Sophia Shane
|
(604) 689-7842
|
Investor
Relations
|
|
|
|
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 likelihood of
completion of the Offering and the Private Placement, the use of
proceeds from sales from the Offering and the Private Placement,
the closing of the Offering and Private Placement and the ability
to obtain the necessary regulatory authority and
approvals.
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 or the Private Placement on the terms
herein described or at all or pursue its evaluation and
environmental assessment activities or other intended purposes of
the proceeds of the offering, which could have significant impacts
on Denison. In addition, the currently anticipated evaluation and
environmental assessment activities may not be maintained after
further testing or Denison may decide or otherwise be required to
alter or discontinue testing, evaluation and development work, if
it is unable to maintain or otherwise secure the necessary
approvals or resources (such as testing facilities, capital
funding, etc.) and the Company may not be able to, or may choose
not to, proceed to a FS for Phoenix. 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 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 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.
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
February 11,
2021
A news release
announcing the material change was disseminated on February 11,
2021 through the facilities of CNW Group (Cision), a copy of which
has been filed under Denison’s profile on SEDAR.
Item
4:
Summary of
Material Change
On February 11,
2021, Denison entered into agreements with Cantor Fitzgerald Canada
Corporation (“CFCC”) and Haywood Securities Inc.
(“Haywood”), as
co-lead underwriters and joint book-runners in each case on behalf
of themselves and a syndicate of underwriters (collectively with
CFCC and Haywood, the "Underwriters"), under which the
Underwriters agreed to purchase, on a bought deal basis, (1)
27,473,000 units of the Company (the "Units") at the price of USD$0.91 per
Unit (the "Issue Price") for
aggregate gross proceeds of approximately USD$25 million (the
"Unit Offering"); and (2)
5,926,000 flow-through common shares (the "Flow-Through Shares") at a price of
CAD$1.35 per Flow-Through Share, for total gross proceeds of
approximately CAD$8 million (the "FT Private Placement").
Item
5:
Full
Description of Material Change
5.1 Full
Description of Material Change
On February 11,
2021, Denison entered into agreements with CFCC and Haywood, as
co-lead underwriters and joint book-runners, in each case on behalf
of themselves and a syndicate of underwriters, under which the
Underwriters have agreed to purchase, on a bought deal basis, (1)
27,473,000 Units at the Issue Price for aggregate gross proceeds of
approximately USD$25 million; and (2) 5,926,000 Flow-Through Shares
at a price of CAD$1.35 per Flow-Through Share, for total gross
proceeds of approximately CAD$8 million.
Unit Offering
Each Unit will
consist of one common share in the capital of the Company (a
“Common Share”)
and one-half of one transferable common share purchase warrant of
the Company (each whole warrant, a “Warrant”). Each Warrant is
exercisable to acquire one Common Share (a “Warrant Share”) at an exercise
price of USD$2.00 per Warrant Share for 24 months after issuance.
The Warrants will not be listed.
In addition,
Denison has agreed to grant to the Underwriters an over-allotment
option (the "Over-Allotment
Option") exercisable, in whole or in part, at the sole
discretion of the Underwriters to purchase up to an additional
4,120,950 Units at the Issue Price for a period of up to 30 days
after the closing of the Unit Offering, for potential additional
gross proceeds to Denison of up to approximately USD$3.75
million.
Proceeds of the
Unit Offering are anticipated to be used to fund evaluation and
environmental assessment activities on Denison's Wheeler River
project, including the proposed Phoenix in-situ recovery uranium
mining operation (“Phoenix”), as well as for general
working capital purposes. Subject to a decision to advance to a
formal Feasibility Study (“FS”) for Phoenix, the proceeds
from the Unit Offering, together with current cash and working
capital, are expected, based on current estimates, to be sufficient
to fund such FS process.
Denison will pay
to the Underwriters a cash commission equal to 6% of the gross
proceeds of the Unit Offering, including any proceeds received from
the exercise of the Over-Allotment Option.
The Unit Offering
will be made by way of a prospectus supplement (the "Prospectus Supplement") to the Company's
existing Canadian short form base shelf prospectus dated June 2,
2020 (the "Base Shelf
Prospectus"). The Prospectus Supplement has been filed with
the securities commissions in each of the provinces and territories
of Canada, except Quebec.
The Unit Offering
is expected to close on or about February 19, 2021.
FT Private Placement
The FT Private
Placement will be completed on a “bought deal” private
placement basis.
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, 2021.
Denison will pay
to the Underwriters a cash commission equal to 6% of the gross
proceeds of the FT Private Placement.
The FT Private
Placement is expected to close on or about March 3,
2021.
Both offerings
are 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 Flow-Through
Shares issued in connection with the Private Placement will be
subject to a statutory hold period in accordance with applicable
securities legislation. The completion of the Unit Offering is not
contingent upon completion of the FT Private Placement, and the
completion of the FT Private Placement is not contingent upon the
completion of the Unit Offering.
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.
February 12,
2021
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
likelihood of completion of the Offering and the Private Placement,
the use of proceeds from sales from the Offering and the Private
Placement, the closing of the Offering and Private Placement and
the ability to obtain the necessary regulatory authority and
approvals.
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 or the Private Placement on the terms
herein described or at all or pursue its evaluation and
environmental assessment activities or other intended purposes of
the proceeds of the offering, which could have significant impacts
on Denison. In addition, the currently anticipated evaluation and
environmental assessment activities may not be maintained after
further testing or Denison may decide or otherwise be required to
alter or discontinue testing, evaluation and development work, if
it is unable to maintain or otherwise secure the necessary
approvals or resources (such as testing facilities, capital
funding, etc.) and the Company may not be able to, or may choose
not to, proceed to a FS for Phoenix. 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 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.