UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date: December 2, 2015
Commission File Number: 001-33414
Denison Mines
Corp.
(Translation of registrants name into English)
1100 40 University Avenue, Toronto, Ontario, M5J 1T1
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Denison Mines Corp. |
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/s/ Sheila Colman |
Date: December 2, 2015 |
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Sheila Colman |
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Vice President, Legal and Corporate Secretary |
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated December 1, 2015. |
Exhibit 99.1
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Denison Mines Corp. 1100-40 University Avenue
Toronto, ON M5G 2C2 Ph. 416-979-1991 Fx. 416-979-5893
www.denisonmines.com |
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PRESS RELEASE
DENISON RECEIVES US$1.25 MILLION IN INITIAL PAYMENTS
ON CLOSING OF THE SALE OF MONGOLIAN INTERESTS
Toronto, ON December 1, 2015 Denison Mines Corp. (Denison or the Company) (DML: TSX, DNN:
NYSE MKT) is pleased to announce the receipt of US$1,250,000 in initial payments from Uranium Industry a.s. (Uranium Industry), of the Czech Republic, and the closing of the sale of its interest in the Gurvan Saihan joint venture
(GSJV), pursuant to an amended and restated share purchase agreement (the Agreement) entered into on November 25, 2015.
Under the terms of the Agreement, Denison received US$1,250,000 on or prior to Closing (as defined in the Agreement), and has rights to
receive additional proceeds from the sale of up to US$12,000,000, for total consideration of US$13,250,000. The Agreement replaces the share purchase agreement entered into in July 2015 (the Previous Agreement), which did not close as
anticipated. The Previous Agreement contemplated a less sizeable cash payment on closing (US$250,000) and a deferred payment of US$19,750,000, which was to be made only in the event that all the mining licences for each of the Hairhan, Haraat,
Gurvan Saihan and Ulzit projects were granted to the GSJV on or before November 30, 2015.
David Cates, President & CEO of
Denison, commented, Completing the sale of Denisons GSJV interests to Uranium Industry represents a significant milestone for the Company achieving its objective of selling non-core international assets as a form of non-dilutive financing to fund our core activities in the Athabasca Basin. The sale also speaks to our management teams commitment to the negotiations, over the last several months, by reaching an agreement
that provides all stakeholders with the necessary incentive to ensure that Uranium Industry is successful in developing the uranium mining business in Mongolia.
Uranium Industry is based in the Czech Republic and has unique experience in the geology, mining and processing of uranium, and is the
successor to a 75 year tradition of uranium mining and environmental remediation of uranium mines in the Czech Republic. Uranium Industry is currently focused on geologic prospecting, mining, and processing of uranium ore in foreign countries
that have traditionally had ongoing relations with the Czech Republic. Uranium Industry is active in Mongolia and established the Mon Czech Uranium joint venture with Mon-Atom LLC on June 17, 2015.
Transaction Summary
The Agreement
provides for the sale of all of the shares of Denison Mines (Mongolia) Ltd. (the Shares) to Uranium Industry for total consideration of up to US$13,250,000. Denison Mines (Mongolia) Ltd. holds an 85% interest in the GSJV, as well as a
100% interest in Denison Mines Mongolia LLC, which is the operator of the GSJV (collectively the Acquired Entities). The GSJV holds exploration licences for the Hairhan, Haraat, Gurvan Saihan and Ulzit projects in Mongolia. The total
consideration under the Agreement is payable as follows: (1) US$250,000 prior to Closing, (2) US$1,000,000 upon Closing, and (3) a series of contingent payments (collectively, the Contingent Payments), which are payable as
follows:
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US$5,000,000 (the First Contingent Payment), within 60 days of the issuance of a mining licence for an area covered by any of the
exploration licences held by the GSJV (the First Project); |
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US$5,000,000 (the Second Contingent Payment), within 60 days of the issuance of a mining licence for an area covered by any of the
other exploration licences held by the GSJV (the Second Project); |
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US$1,000,000 (the Third Contingent Payment), within 365 days following the production of an aggregate of 1,000 lbs U3O8 from the operation of the First Project; and |
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US$1,000,000 (the Fourth Contingent Payment), within 365 days following the production of an aggregate of 1,000 lbs U3O8 from the operation of the Second Project |
During the course of its ownership of the GSJV, Denison has carried out considerable work towards the submission of the mining licence
applications. Uranium Industry has agreed to cause the GSJV to apply for the mining licences, for the four areas currently covered by the GSJV exploration licences, on the basis of the applications that have been compiled and prepared by Denison
prior to closing. Failure to apply for the mining licences by December 7, 2015 will result in the Contingent Payments becoming due immediately.
About Denison
Denison is a uranium
exploration and development company with interests focused in the Athabasca Basin region of northern Saskatchewan. Including its 60% owned Wheeler River project, which hosts the high grade Phoenix and Gryphon uranium deposits, Denisons
exploration portfolio consists of numerous projects covering over 390,000 hectares in the eastern Athabasca Basin. Denisons interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint venture, 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 deposit and a 61.55% interest in the J Zone deposit on the
Waterbury Lake property. Both the Midwest and J Zone deposits are located within 20 kilometres of the McClean Lake mill. Internationally, Denison owns 100% of the conventional heap leach Mutanga project in Zambia, 100% of the uranium/copper/silver
Falea project in Mali, and a 90% interest in the Dome project in Namibia.
Denison is also engaged in mine decommissioning and
environmental services through its Denison Environmental Services division and is the manager of Uranium Participation Corp., a publicly traded company which invests in uranium oxide and uranium hexafluoride.
For more information, please contact
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David Cates |
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(416) 979 1991 ext. 362 |
President and Chief Executive Officer |
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Sophia Shane |
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(604) 689-7842 |
Investor Relations |
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Forward-Looking Statements
Certain information contained in this press release constitutes forward-looking information, within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and similar 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 or does not expect, budget, scheduled, estimates, forecasts, intends, anticipates or
does not anticipate, or believes, 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 press release contains forward-looking information pertaining to the following: the anticipated submission of the mining licence applications, the
likelihood and anticipated timing for the receipt of mining licences, and the continued development of Denisons properties.
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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 there can be no assurance that such statements will prove to be accurate and 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 Risk Factors in Denisons Annual
Information Form dated March 5, 2015 available under its profile at www.sedar.com and in its Form 40-F available at www.sec.gov/edgar.shtml.
Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as
being, exhaustive. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. 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 its expectations except as otherwise required by applicable legislation.
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