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TORONTO, Feb. 11, 2021 /CNW/ - 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").
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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.
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.
SOURCE Denison Mines Corp.