Denison Mines announces sale of shares and warrants of Goviex Uranium up to $ 41.6 million

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TORONTO, 21 October 2021 / CNW / – Denison Mines Corp. (“Denison” or the “Company”) (TSX: DML) (NYSE American: DNN) is pleased to announce that it has entered into a private agreement to sell (the “Transaction”) 32,500,000 common shares (the “GoviEx Shares”) of GoviEx Uranium Inc. (“GoviEx”), currently held by Denison for investment purposes, and 32,500,000 common share purchase warrants allowing the holder to acquire one (1) additional common share of GoviEx held by Denison at a strike price of $ 0.80 for a period of 18 months (“GoviEx subscription warrants”). Upon closing of the transaction, Denison will receive gross proceeds of $ 15,600,000 and will continue to own 32,644,000 common shares of GoviEx. If the GoviEx warrants are exercised in full, Denison will receive additional gross proceeds of $ 26,000,000 and transfer 32,500,000 additional common shares of GoviEx to the warrant holder.

The agreement is with an existing institutional shareholder of GoviEx. The transaction is subject to customary closing conditions and is expected to close before the end of October 2021. GoviEx warrants, or GoviEx common shares received upon exercise of GoviEx warrants, will be subject to a four-month detention period. and one day from the closing date, in accordance with the applicable provisions
securities laws.

Denison intends to use the net proceeds from the transaction for general corporate purposes.

This press release constitutes a “designated press release” for the purposes of the Company’s prospectus supplement dated September 28, 2021 to its dated simplified base shelf prospectus September 16, 2021.

Early warning disclosure

Upon closing of the transaction, Denison will have 32,500,000 GoviEx shares at an assigned value of $ 0.48 per GoviEx Share (by allocating all of the gross proceeds of the Transaction to GoviEx Shares, GoviEx Warrants having an attributable value of $ 0.00), for the total gross proceeds accruing to Denison from $ 15.6 million. The sale of GoviEx Shares and GoviEx Warrants was carried out through a private sale agreement.

Denison currently owns 65,144,021 GoviEx shares (12.07% of issued and outstanding GoviEx shares, on an undiluted basis based on GoviEx’s current disclosure record). The divestiture will result in a decrease of approximately 50% of Denison’s stake in GoviEx. Upon completion of the transaction, Denison will own 32,644,021 GoviEx shares, representing approximately 6.05% of the issued and outstanding GoviEx shares. If all GoviEx warrants are exercised, Denison will have 32,500,000 additional GoviEx shares worth $ 0.80 per GoviEx share (i.e. the exercise price of the warrants), for additional gross proceeds accruing to Denison of $ 26.0 million. This new arrangement would result in a 99% decrease in Denison’s stake in GoviEx, and Denison would then own 144,021 GoviEx shares, representing approximately 0.03% of the issued and outstanding GoviEx shares, on an undiluted basis.

The disposition of GoviEx shares was made for investment purposes. Although Denison does not currently have any other plans or intentions regarding the securities of GoviEx, depending on market conditions, general economic and industry conditions, the prices of the securities of GoviEx, the business of GoviEx, the financial condition and outlook and / or other relevant factors, Denison may develop such plans or intentions in the future and, at that time, may from time to time acquire additional securities, dispose of some or all of the existing securities or additional or may continue to hold securities of GoviEx.

Denison will file an alert report under NI 62-103 in connection with the closing of the Transaction. A copy of the alert 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 head office is located at 999 Canada Place, suite 606 Vancouver, British Columbia V6C 3E1. Since Denison will reduce its holdings of securities in GoviEx below 10%, following the filing of the aforementioned early warning report, it will no longer be required to report under the early warning requirements of NI 62-104. on takeover bids and takeover bids. , unless its holdings of securities in GoviEx increase to 10% or more in the future.

About Denison

Denison is a uranium exploration and development company with interests concentrated in the Athabasca northern basin region Saskatchewan, Canada. In addition to its effective 95% interest in the Wheeler River Project, Denison’s interests in the Athabasca Basin includes a 22.5% interest in the McClean Lake joint venture, which includes several uranium deposits and the McClean Lake uranium mill, which is committed to process ore from the Cigar Lake mine in under a custom milling agreement, as well as 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 on the Waterbury Lake property. The Midwest Main, Midwest A, THT and Huskie fields are each located within 20 kilometers of the McClean Lake mill.

Thanks to its 50% stake in 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 other 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 business. Elliot Lake reclamation projects and provides post-closure mine maintenance and servicing services to a variety of industrial and government clients.

Follow Denison on Twitter: @DenisonMinesCo

Caution Regarding Forward-Looking Statements

Certain information contained in this press release constitutes “forward-looking information” within the meaning of the United States and Canadian laws, relating to the business, operations and financial performance and condition of Denison.

In general, these forward-looking statements can be identified by the use of forward-looking terms such as “plans”, “expects”, “budget”, “planned”, “estimates”, “forecasts”, “intentions”, “anticipate” ‘, or’ believes’, or the negative aspects and / or variations of these words and phrases, or state that certain actions, events or results’ may ‘,’ could ‘,’ would ‘,’ could ‘or’ would ‘, “To occur”, “to be achieved” or “has the potential to”.

In particular, this press release contains forward-looking information relating to the proposed transaction, including Denison’s ability to complete the transaction and the timing and intended use of proceeds therefrom; the terms and impacts of the exercise of GoviEx warrants; and expectations regarding its interests in the joint venture 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 are subject to known and unknown risks, uncertainties and other factors that may cause actual results, Denison’s level of activity, performance or achievements be materially different from those expressed or implied by these 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 correct and the results may differ materially from those anticipated in this forward-looking information. For a discussion of the risks and other factors that could influence forward-looking events, please see the factors discussed in Denison’s AIF dated March 26, 2021 or subsequent quarterly financial reports under the heading “Risk Factors”. These factors are not and should not be construed as exhaustive.

Therefore, readers should not place undue reliance on forward-looking statements. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. All forward-looking information and the assumptions made in this regard speak only as of the date of this press release. Denison assumes no obligation to update or publicly revise any forward-looking information after the date of this press release to conform such information to actual results or to changes in Denison’s expectations, except as required by applicable law.


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