EX-99.1
2
dmc-pr20250815closingpres.htm
PRESS RELEASE DATED AUGUST 15, 2025
dmc-pr20250815closingpres
Exhibit 99.1
Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
PRESS
RELEASE
Denison Announces Closing of US$345 Million
Convertible Senior Notes Offering
Toronto, ON – August 15, 2025 - Denison
Mines Corp. (TSX: DML)(NYSE AMERICAN: DNN)
(“Denison” or the “Company”) is pleased to announce that it has
closed its previously announced offering of convertible senior
unsecured notes due 2031 (the “Notes”) for an aggregate
principal amount of US$345 million, which includes the upsized
offering of US$300 million and the exercise in full of the $45
million option granted to the initial purchasers of the Notes (the
“Offering”).
Denison’s
President & CEO, David Cates, commented, “Denison is humbled by the overwhelming
support we received from the convertible note investment community
for this offering of a
‘US-Style’ convertible note with a cash-settled capped
call overlay – a novel transaction for a Canadian-domiciled
and TSX-listed company. Any conversions of the Notes, prior to the
maturity date of September 15, 2031, may be settled in cash,
Denison common shares, or a combination of both, at Denison’s
election.
With an annual coupon rate of 4.25%, the Notes are estimated to
save Denison over US$100 million in interest payments over the life
of the instrument when compared to the range of expected interest
payments associated with traditional project debt financing
alternatives. Additionally, the purchase by Denison of the capped
calls helps protect the Company against increases in the conversion
settlement value of the Notes, and the potential equity dilution
associated therewith, by significantly raising the effective
conversion price for the Notes from the US$2.92/share initial
conversion price of the Notes up to the US$4.32/share cap price of
the capped calls.
Overall, the proceeds of the Offering put Denison in an excellent
financial position to make a future final investment decision
(“FID”) and to commence construction, following the
anticipated receipt of upcoming regulatory approvals, for the
Company’s flagship Phoenix In-Situ Recovery
(“ISR”) uranium mine in northern
Saskatchewan.”
Summary of the Offering
●
Approximately US$333 million
of net proceeds after deducting the initial purchasers’
commissions and other fees and expenses. Cantor Fitzgerald &
Co. and Scotia Capital (USA) Inc. acted as active
bookrunners.
●
Cash interest coupon of 4.25%
per annum, payable semi-annually in arrears on March 15th and September
15th of
each year, beginning March 15, 2026.
●
The initial conversion rate
for the Notes is 342.9355 common shares of Denison
(“Shares”) per US$1,000 principal amount of Notes,
equivalent to an initial conversion price of approximately US$2.92
per Share (approximately 35% premium to the closing price of the
Shares at the time of pricing on August 12, 2025).
●
The effective conversion
price of the Notes is increased up to US$4.32 per Share (~100%
premium to the closing price of the Shares at the time of pricing
on August 12, 2025) after giving effect to the capped call overlay
option strategy, whereby Denison purchased cash-settled call
options with a strike price equal to initial conversion price of
the Notes (US$2.92) and with a cap price of US$4.32. The purchase
price for the capped call transactions was approximately US$35.36
million.
●
Conversions of the Notes may
be settled in Shares, cash, or a combination of Shares and cash, at
Denison’s election. Additionally, Denison will have the right
to redeem the Notes in certain circumstances and will be required
to repurchase the Notes upon the occurrence of certain
events.
●
The Notes may only be
converted by holders prior to June 15, 2031 in certain
circumstances, and may be converted by holders after June 15,
2031.
●
The Notes will mature on
September 15, 2031. Any Notes not converted, repurchased or
redeemed prior to the maturity date will have their principal
amount repaid by Denison in cash at maturity.
●
The Company intends to use
the net proceeds from the Offering for expenditures to support the
evaluation and development of the Company’s uranium
development projects, including the Wheeler River Uranium Project
and general corporate purposes.
Further
information concerning the Notes and the capped call transactions,
including illustrative settlement scenarios, may be found on the
Investors - Presentations page of our website at
www.denisonmines.com. The indenture for the notes and form of
confirmation for the capped call transactions have been or will be
filed by the Company under its profile on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov/edgar, and it is
recommended they be read in their entirety for a fulsome
understanding of the Notes and capped call
transactions.
Additional Information
The Notes issued
in connection with the Offering and the Shares issuable upon the
conversion of Notes will be subject to a statutory hold period in
accordance with applicable securities legislation.
The Notes and the
Shares issuable upon the conversion thereof have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), registered under any state securities laws,
or qualified by a prospectus in any province or territory of
Canada. The Notes and the Shares may not be offered or sold in the
United States absent registration under the Securities Act or an
applicable exemption from registration under the Securities Act.
The Notes were offered only to “qualified institutional
buyers” (as defined in Rule 144A under the Securities Act).
Offers and sales in Canada were made only pursuant to exemptions
from the prospectus requirements of applicable Canadian provincial
and territorial securities laws.
This press
release is neither an offer to sell nor the solicitation of an
offer to buy the Notes or any other securities and shall not
constitute an offer to sell or solicitation of an offer to buy, or
a sale of, the Notes or any other securities in any jurisdiction in
which such offer, solicitation or sale is unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
The Toronto Stock
Exchange and NYSE American LLC neither approve nor disapprove the
information contained in this press release.
About Denison
Denison is a uranium mining, exploration and development company
with interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. The Company has an effective 95%
interest in its flagship 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. In mid-2023, a feasibility study
was completed for the Phoenix deposit as an ISR mining
operation, and an update to the previously prepared 2018
Pre-Feasibility Study was completed for Wheeler River’s
Gryphon deposit as a conventional underground mining operation.
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 are nearing completion with approval of the
project’s Environmental Assessment (“EA”)
received from the Province of Saskatchewan and Canadian Nuclear
Safety Commission hearing dates set in the fall of 2025 for
Federal approval of the EA and project construction
license.
Denison’s interests
in Saskatchewan also include a 22.5% ownership interest
in the McClean Lake Joint Venture (“MLJV”), which
includes unmined uranium deposits (with the mining at the McClean
North deposit via the MLJV’s Surface Access Borehole Resource
Extraction (“SABRE”) mining method having commenced in
July 2025) and the McClean
Lake uranium mill (currently utilizing a portion of its licensed
capacity to process the ore from the Cigar Lake mine under a toll milling
agreement), plus a 25.17% interest in the Midwest Joint Venture’s Midwest Main and
Midwest A deposits, and a 70.55% 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. Taken together, Denison has
direct ownership interests in properties covering ~384,000 hectares
in the Athabasca Basin
region.
Additionally, through its 50% ownership of JCU
(Canada) Exploration Company, Limited (“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%).
In 2024, Denison celebrated its 70th year in
uranium mining, exploration, and development, which began in 1954
with Denison’s first acquisition of mining claims in
the Elliot Lake region of
northern Ontario.
Certain information contained in this press 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
‘potential’, ‘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’ or
‘be achieved’.
In particular, this press release contains forward-looking
information pertaining to the following: statements relating to the
Company’s expectations with respect to the Offering, the
anticipated use of proceeds, and the capped call transactions;
expectations that the Company will be able to realize on proceeds
from the capped call; expectations for the Company’s
projects, including potential for a FID, permitting and
construction of Phoenix; and expectations regarding Denison’s
joint venture ownership interests and agreements with third
parties.
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. 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 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 28, 2025 under the heading ‘Risk Factors’ or in
subsequent quarterly financial reports. 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 press 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 press release. Denison does not undertake any obligation to
publicly update or 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 otherwise required by applicable legislation.
