RE:RE:RE:RE:RE:RE:DEAL ... Denison arranges $25M (U.S.), $8M bought deal offerings
2021-02-11 09:40 ET - News Release
Mr. David Cates reports
DENISON ANNOUNCES USD$25 MILLION BOUGHT DEAL OFFERING OF UNITS AND CAD$8 MILLION BOUGHT DEAL PRIVATE PLACEMENT OF FLOW-THROUGH SHARES
Denison Mines Corp. has entered into agreements with Cantor Fitzgerald Canada Corp. (CFCC) and Haywood Securities Inc., as co-lead underwriters and joint bookrunners, 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, 27,473,000 units of the company at the price of 91 U.S. cents per unit for aggregate gross proceeds of approximately $25-million (U.S.) and 5,926,000 flow-through common shares at a price of $1.35 per flow-through share, for total gross proceeds of approximately $8-million.
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.
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 Tue ("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.
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