SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
October 10, 2023
Commission File Number: 001-33414
Denison Mines Corp.
(Name of registrant)
1100-40 University Avenue
M5J 1T1 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
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.
|Date: October 10, 2023
|/s/ Amanda Willett
|Vice President Legal and Corporate Secretary
Form 6-K Exhibit Index
|Denison Mines Corp.
1100 – 40 University Ave
Toronto, ON M5J 1T1
Denison Announces US$55 Million Bought Deal Offering
Toronto, ON – October 10, 2023 Denison
Mines Corp. (“Denison” or the “Company”) (DML: TSX, DNN: NYSE American) is pleased to announce that it has entered
into an agreement with Cantor Fitzgerald Canada Corporation, as sole book-runner and lead underwriter, on its own behalf and on behalf
of a syndicate of underwriters (collectively, the “Underwriters”), under which the Underwriters have agreed to purchase,
on a bought deal basis, 37 million shares of the Company at US$1.49 per share (the “Issue Price”) for aggregate gross
proceeds of approximately US$55.13 million (the “Offering”).
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 5.55 shares of the Company at the Issue Price until October 16, 2023
for potential additional gross proceeds to Denison of up to approximately US$8.27 million.
Denison intends to use the net proceeds from the
Offering to fund (1) the advancement of the proposed Phoenix in-situ recovery uranium mining operation at Denison’s Wheeler
River Project (the “Phoenix Project”) through the procurement of long lead items (including associated engineering, testing
and design) identified during the ongoing Front End Engineering Design process and the Phoenix Feasibility Study; (2) exploration
and evaluation expenditures; and (3) general corporate and administrative expenses, including those in support of corporate development
activities, and working capital requirements.
Based upon preliminary budgets and plans,
Denison expects the funds, taken together with existing financial resources including those from prior prospectus financings, will
be sufficient to advance the Phoenix Project to a final investment decision and into the project execution phase. Denison further
expects to be able to fund operations during this period while maintaining a large portion of its current physical uranium holdings,
to be utilized in the future in connection with financing the continued advancement and/or construction of the Phoenix Project.
Denison will pay to the Underwriters a cash commission
equal to 4.75% of the gross proceeds of the Offering, including any proceeds received from the exercise of the Over-Allotment
The Offering will be made by way of a
prospectus supplement (the “Prospectus Supplement”) to the Company’s existing Canadian short form base shelf
prospectus (the “Base Shelf Prospectus”) and U.S. registration statement on Form F-10, as amended (File
No. 333-258939) (the “Registration Statement”), each dated September 16, 2021. The Registration Statement was
declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 17, 2021. The
Prospectus Supplement has been filed with the securities commissions in each of the provinces and territories of Canada, except
Quebec, and with the SEC. The Canadian Prospectus Supplement is available on the SEDAR+ website maintained by the Canadian
Securities Administrators at www.sedarplus.ca. The U.S. Prospectus Supplement (together with the related U.S. Base Shelf
Prospectus) is available on the SEC’s website at www.sec.gov. Alternatively, the Prospectus Supplement 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: email@example.com or Cantor Fitzgerald & Co.,
Attention: Equity Capital Markets, 499 Park Avenue, 6th Floor, New York, New York, 10022 or by email at firstname.lastname@example.org.
The Offering is expected to close on or about
October 16, 2023, subject to the satisfaction of 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.
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, the Base Shelf Prospectus or the Registration Statement.
About Wheeler River
Wheeler River is the largest undeveloped uranium
project in the infrastructure-rich eastern portion of the Athabasca Basin region, in northern Saskatchewan. The project is host to the
high-grade Phoenix and Gryphon uranium deposits, discovered by Denison in 2008 and 2014, respectively, and is a joint venture between
Denison (90% and operator) and JCU (Canada) Exploration Company Limited (10%). In August 2023, Denison filed a technical report
summarizing the results of (i) the feasibility study completed for In-Situ Recovery (‘ISR’) mining of the high-grade
Phoenix uranium deposit and (ii) a cost update to the 2018 Pre- Feasibility Study for conventional underground mining of the basement-hosted
Gryphon uranium deposit. Based on the respective studies, both deposits have the potential to be competitive with the lowest cost uranium
mining operations in the world. Permitting efforts for the planned Phoenix ISR operation commenced in 2019 and have advanced significantly,
with licensing in progress and a draft Environmental Impact Statement submitted for regulatory and public review in October 2022.
More information is available in the technical report titled “NI 43-101 Technical Report on the Wheeler River Project Athabasca
Basin, Saskatchewan, Canada” dated August 8, 2023 with an effective date of June 23, 2023, a copy of which is available
on Denison's website and under its profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Denison is a uranium exploration and development company with
interests focused in the Athabasca Basin region of northern Saskatchewan, Canada. In addition to the Company’s effective 95%
interest in its flagship Wheeler River Uranium Project, Denison’s interests in Saskatchewan include a 22.5% ownership interest
in the McClean Lake Joint Venture, which comprises 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 67.41% interest in the Tthe Heldeth Túé (“THT”) and Huskie deposits on the Waterbury Lake
property. The Midwest Main, Midwest A, THT and Huskie deposits are located within 20 kilometres of the McClean Lake mill.
Through its 50% ownership of JCU, Denison holds
additional interests in various uranium project joint ventures in Canada, including the Millennium project (JCU, 30.099%), the Kiggavik
project (JCU, 33.8118%) and Christie Lake (JCU, 34.4508%).
Denison’s exploration portfolio includes
further interests in properties covering ~285,000 hectares in the Athabasca Basin region.
For more information, please contact
|(416) 979-1991 ext. 362
|President and Chief Executive Officer
|Follow Denison on Twitter
Cautionary Statement Regarding Forward-Looking
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 terms and likelihood of completion of the Offering, the use of proceeds from sales
from the Offering, including expectations with respect to the advancement of the Phoenix Project and an investment decision on the Phoenix Project; and the ability to satisfy
the conditions to the closing of the Offering.
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, market volatility could impact Denison’s ability
to complete the Offering on the terms herein described or at all. In addition, Denison may decide or otherwise be required to suspend
its evaluation or other project activities if it is unable to maintain or otherwise secure the necessary approvals or resources (such
as testing facilities, capital funding, etc.), which could have a material impact on the Company’s intended use of proceeds
of the Offering and other objectives stated in this press release. 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 27, 2023
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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