TORONTO, Oct. 21, 2021 /CNW/ - 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. View
PDF Version
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.
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 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.
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SOURCE Denison Mines Corp.