EX-99.1
2
mcr-2023octoberprospectus.htm
MATERIAL CHANGE REPORT DATED OCTOBER 17, 2023
mcr-2023octoberprospectus
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 10, 2023
and October 16, 2023
Item
3:
News
Release
News releases
announcing the material change were disseminated on October 10,
2023 and October 16, 2023 through the facilities of CNW Group
(Cision), a copy of which has been filed under Denison’s
profile on SEDAR+.
Item
4:
Summary of
Material Change
On October 10,
2023, Denison announced it was undertaking a bought deal public
offering of common shares of the Company at a price of US$1.49 per
share for gross proceeds of US$55.13 million (the
“Offering”).
Item
5:
Full
Description of Material Change
5.1 Full
Description of Material Change
On October 10,
2023, Denison announced it was undertaking a bought deal public
offering of common shares of the Company at a price of US$1.49 per
share for gross proceeds of US$55.13 million to be completed
October 16, 2023. The Company had also granted the underwriters an
over-allotment option, exercisable in whole or in part, in the sole
discretion of the underwriters, to purchase up to an additional
5.55 million shares of the Company at US$1.49 until October 16,
2023.
On October 16,
2023, Denison announced the closing of the Offering, resulting in
the issuance of 37 million common shares, at a price of US$1.49 per
share, for total gross proceeds of US$55.13 million.
The Offering was
completed through a syndicate of underwriters led by Cantor
Fitzgerald Canada Corporation, as sole bookrunner and lead
underwriter, together with Canaccord Genuity Corp., Haywood
Securities Inc., Raymond James Ltd., BMO Nesbitt Burns Inc., Scotia
Capital Inc., Cormark Securities Inc. and SCP Resource Finance LP
pursuant to an underwriting agreement between Denison and the
underwriters dated October 11, 2023.
Denison intends
to use the net proceeds from the Offering to fund (1) the
advancement of the proposed Phoenix in-situ recovery uranium mining
operation at Denison's Wheeler River Project (the "Phoenix
Project") through the procurement of long lead items (including
associated engineering, testing and design) identified during the
ongoing Front End Engineering Design process and the Phoenix
Feasibility Study; (2) exploration and evaluation expenditures; and
(3) general corporate and administrative expenses, including those
in support of corporate development activities, and working capital
requirements.
The Common Shares
were qualified for issuance pursuant to 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. 333-258939) (the “Registration
Statement”), each dated September 16, 2021. The Registration
Statement was declared effective by the United States Securities
and Exchange Commission (the “SEC”) on September 17,
2021. 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. The Canadian Prospectus Supplement
is available on the SEDAR+ website maintained by the Canadian
Securities Administrators at www.sedarplus.ca. The U.S. Prospectus
Supplement (together with the related U.S. Base Shelf Prospectus)
is available on the SEC’s website at www.sec.gov.
Alternatively, the Prospectus Supplement 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 Cantor Fitzgerald & Co., Attention:
Equity Capital Markets, 499 Park Avenue, 6th Floor, New York, New
York, 10022 or by email at prospectus@cantor.com.
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 use of proceeds from sales from the Offering,
including expectations with respect to the advancement of the
Phoenix Project and an investment decision on the Phoenix Project;
and Denison’s expectations regarding its joint venture
ownership interests and the continuity of its 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. For example, Denison
may decide or otherwise be required to suspend its evaluation or
other project activities if it is unable to maintain or otherwise
secure the necessary approvals or resources (such as testing
facilities, capital funding, etc.), which could have a material
impact on the Company’s intended use of proceeds of the
Offering and other objectives stated in this press release. 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 27, 2023 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.
