Denison Mines Corp. (TSX:DML - News)(AMEX:DNN - News) ("Denison" or
the "Company") is pleased to announce that it has entered into an
agreement with a syndicate of investment dealers, which have agreed to sell
on behalf of the Company on an underwritten private placement basis 25 million
special warrants of the Company (the "Special Warrants") at a price
of C$2.45 per Special Warrant for aggregate gross proceeds of C$61,250,000
(the "Non-Flow Through Offering") and 1.4 million flow through
special warrants of the Company (the "Flow Through Special Warrants")
at a price of C$3.00 per Flow Through Special Warrant for gross proceeds of
C$4,200,000 (the "Flow Through Offering"). Collectively, the
Non-Flow Through Offering and the Flow Through Offering will raise aggregate
gross proceeds of C$65,450,000 (the "Offering"). The Flow Through
Special Warrants will not be offered or sold in the United States.
Each Special Warrant will entitle the
holder thereof to receive one common share of the Company (a "Common
Share") and each Flow Through Special Warrant will entitle the holder
thereof to receive one common share of the Company to be issued on a
"flow through" basis under the Income Tax Act (Canada) (a
"Flow Through Share"). The Special Warrants and Flow Through
Special Warrants are exercisable by the holders thereof at any time for no
additional consideration, and all unexercised Special Warrants and Flow
Through Special Warrants will be deemed to be exercised on the earlier of: (i) the date that is four months and a day following
closing of the Offering; and (ii) the third business day after a receipt is
issued for a (final) prospectus by the securities regulatory authorities in
each of the Provinces of Canada where the Special Warrants and Flow Through
Special Warrants have been sold qualifying the distribution of the Common
Shares and Flow Through Shares issuable upon exercise of the Special Warrants
and Flow Through Special Warrants, respectively.
The Company will use its reasonable best
efforts to obtain such receipt by December 31, 2010. However, if the Company
fails to qualify the distribution of the Common Shares and Flow-Through
Shares underlying the Special Warrants and Flow-Through Special Warrants,
respectively, by December 31, 2010, then the holders of the Special Warrants
will be entitled to receive 1.1 Common Shares in lieu of one Common Share
upon the exercise or deemed exercise of the Special Warrants (the
"Penalty Provision"). The Flow Through Special Warrants are not
subject to the Penalty Provision.
The Company plans to use the proceeds of
the Non-Flow Through Offering for the development of the Company's uranium
properties, for working capital and for general corporate purposes. The
proceeds received by the Company from the Flow Through Offering will be used
to incur eligible Canadian exploration expenses that qualify as Canadian
exploration expenses and "flow-through mining expenditures" for
purposes of the Income Tax Act (Canada) and which will be renounced in favour of the holders with an effective date of no later
than December 31, 2010.
The Offering is scheduled to close on or
about December 9, 2010 and is 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 Amex LLC and the securities
regulatory authorities.
In accordance with an existing agreement
between the Company and its largest shareholder, Korea Electric Power
Corporation ("KEPCO"), KEPCO is entitled to subscribe for
additional common shares of the Company. KEPCO will be entitled to subscribe
for approximately 4.5 million common shares at the subscription price of
C$2.45 per share.
This press release shall not constitute
an offer to sell or solicitation of an offer to buy the securities in any
jurisdiction. These securities offered have not been and will not be
registered under the United States Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
About Denison
Denison Mines Corp. is mid-sized uranium
producer in North America, with mining assets in the Athabasca Basin region
of Saskatchewan, Canada and the southwest United States including Colorado,
Utah, and Arizona. The Company has ownership interests in two conventional
uranium mills in North America. Denison also has a strong exploration and
development portfolio including the Phoenix discovery in the Athabasca basin
as well as large land positions in the United States, Canada, Mongolia and
Zambia.
Cautionary Statements Regarding Forward
Looking Information
This document contains forward-looking
statements. More particularly, this document contains statements which
include, but are not limited to, the timing of closing of the Offering, the
issuance of securities upon the exercise of the Special Warrants and the
Flow-Through Special Warrants, the Company's plans to file a prospectus, the
Company's planned use of proceeds of the Offering, and the expectations of
the Company regarding the receipt of the required regulatory approvals.
The forward-looking statements are based
on certain key expectations and assumptions made by the Company. Although the
Company believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance should
not be placed on the forward-looking statements because the Company can give
no assurance that they will prove to be correct. Since forward looking
statements address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of factors and
risks. The forward-looking statements contained in this press release are
made as of the date hereof and the Company undertakes no obligation to update
publicly or revise any forward-looking statements or information, whether as
a result of new information, future events or otherwise, unless so required
by applicable securities laws.
Contact:
Contacts:
Denison Mines Corp.
Ron Hochstein
President and Chief Executive Officer
(416) 979-1991 ext. 232
Denison Mines Corp.
James Anderson
Executive Vice President & Chief Financial Officer
(416) 979-1991 ext. 372
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