EX-99.1
2
mcr-2020octoberprospectus.htm
MATERIAL CHANGE REPORT DATED OCTOBER 9, 2020
mcr-2020octoberprospectus
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1:
Name and Address
of Company
Denison Mines
Corp. (“Denison”
or the “Company”)
1100 – 40
University Avenue
Toronto, ON M5J
1T1
Item
2: Dates of
Material Change
October 7, 2020
and October 8, 2020
Item
3: News
Release
A news release
announcing the material change was disseminated on each of October
7, 2020 and October 8, 2020 through the facilities of CNW Group
(Cision), copies of which have been filed under Denison’s
profile on SEDAR.
Item
4: Summary
of Material Change
On October 7,
2020, Denison announced it was undertaking a bought deal offering
of common shares of the Company (the “Offered Shares”)
at a price of US$0.37 per share (the “Issue Price”) for
gross proceeds of approximately US$10 million (the
“Offering”).
On October 8,
2020, Denison further announced that it had agreed with Cantor
Fitzgerald Canada Corporation (“CFCC”) and Haywood
Securities Inc. (“Haywood”), as co-lead underwriters
and joint book-runners (the “Co-Lead Underwriters”) on
behalf of themselves and a syndicate of underwriters, including
Canaccord Genuity Corp., Scotia Capital Inc. and TD Securities Inc.
(collectively with CFCC and Haywood, the
“Underwriters”), to increase the size of the Offering
to 47,000,000 Offered Shares for aggregate gross proceeds of
approximately US$17.4 million.
Item
5: Full
Description of Material Change
5.1 Full
Description of Material Change
On October 7,
2020, Denison announced it was undertaking a bought deal offering
of common shares of the Company at a price of US$0.37 per share for
gross proceeds of approximately US$10 million.
On October 8,
2020, Denison further announced that it had agreed with the
Underwriters to increase the size of the Offering to 47,000,000
Offered Shares for aggregate gross proceeds of approximately
US$17.4 million.
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 7,050,000 Offered Shares at the Issue
Price for a period of up to 30 days after the closing of the
Offering, for potential additional gross proceeds to Denison of up
to approximately US$2.6 million.
Proceeds of the
Offering are anticipated to be used to fund evaluation and
environmental assessment activities on Denison's Wheeler River
project, as well as for general working capital
purposes.
Denison will pay
to the Underwriters a cash commission equal to 6.0% of the gross
proceeds of the Offering, including any proceeds received from the
exercise of the Over-Allotment Option.
The Offering is
expected to close on or about October 14, 2020 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 American.
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.
333-238108) (the “Registration Statement”), each dated
June 2, 2020. The Registration Statement was declared effective by
the United States Securities and Exchange Commission (the
“SEC”) on June 3, 2020. 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.
5.2
Disclosure of Restructuring Transactions
Not
applicable
Item
6: Reliance on
subsection 7.1(2) or (3) of National Instrument 51-102
Not
applicable
Item 7:
Omitted Information
Not
applicable
Item
8: Executive
Officer
For further
information, please contact David Cates, President & Chief
Executive Officer, at (416) 979-1991 Ext. 362.
Certain
information contained in this report 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 report contains forward-looking information pertaining to the
following: the likelihood of completion of the Offering, the use of
proceeds from sales from the Offering, the closing of the Offering
and the ability to obtain the necessary regulatory authority and
approvals.
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, if market
conditions remain volatile and/or COVID-19 mitigation measures
result in more social and economic disruptions, Denison may not be
able to complete the Offering on the terms herein described or at
all or pursue its evaluation and environmental assessment
activities, which could have significant impacts on Denison. In
addition, the currently anticipated evaluation and environmental
assessment activities may not be maintained after further testing
or Denison may decide or otherwise be required to alter or
discontinue testing, evaluation and development work, if it is
unable to maintain or otherwise secure the necessary approvals or
resources (such as testing facilities, capital funding, etc.).
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 13, 2020 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
report 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 report. Denison does not
undertake any obligation to publicly update or revise any
forward-looking information after the date of this report to
conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable
legislation.
