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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: November 27, 2024
Commission File Number: 001-33414
Denison Mines Corp.
(Name of
registrant)
1100-40 University Avenue
Toronto Ontario
M5J 1T1 Canada
(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 ☒
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/ Amanda Willett
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Date:
November 27, 2024
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Amanda
Willett
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Vice
President Legal and Corporate Secretary
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FORM 6-K
EXHIBIT INDEX
Exhibit 99.1
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Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
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PRESS
RELEASE
Denison
Announces Agreement to
Form
Exploration Joint Ventures with Cosa Resources
Toronto, ON – November
27, 2024. Denison Mines Corp. (“Denison” or the “Company”) (TSX: DML; NYSE American: DNN) is pleased
to announce that is has executed an agreement (the
“Agreement”) with Cosa Resources Corp.
(“Cosa”) (TSX-V: COSA) to form three uranium exploration joint ventures
in the eastern portion of the Athabasca Basin region in northern
Saskatchewan. Pursuant to the Agreement, Cosa will acquire a 70%
interest in Denison’s 100%-owned Murphy Lake North, Darby,
and Packrat properties (the “Properties”) in exchange for approximately 14.2
million Cosa common shares, $2.25M in deferred equity
consideration, and a commitment to spend $6.5 million in
exploration expenditures at Murphy Lake North and Darby (the
“Transaction”).
David Cates, President & CEO of Denison,
commented, “Denison
is pleased to collaborate with Cosa in a way that is mutually
beneficial and enhances our exposure to the potential discovery of
a meaningful uranium deposit on the Properties and through
Cosa’s existing uranium exploration portfolio. With Denison
focused on executing on our core mining and development-stage
projects, we believe Cosa is an excellent partner to advance
exploration of the Properties. The entire Cosa senior management
team has worked with Denison previously, and have strong technical
capabilities, plus a unique familiarity with the Properties and
nearby discoveries.”
Transaction Highlights:
●
The
transaction is structured to incentivize exploration activity, with
Cosa required to invest a minimum of $6.5 million in exploration
expenditures to retain its operatorship and ownership level of the
Murphy Lake North and Darby properties.
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Denison to
receive meaningful consideration in the form of an upfront payment
of 14,195,506 Cosa common shares (representing ~19.95% ownership
interest in Cosa post transaction), deferred equity consideration
of $2.25 million of additional Cosa common shares, and a royalty on
each of the Properties.
●
Denison
retains a minimum 30% direct interest in the Properties and will
become Cosa’s largest shareholder, while also securing
strategic pre-emptive rights and a buydown right to increase
Denison’s interest in the Darby property.
●
Denison will
have the right to nominate one director to Cosa’s board of
directors for so long as Denison holds at least 5% of the issued
and outstanding common shares and an additional director to
Cosa’s board of directors for so long as Denison holds at
least 10% of the issued and outstanding common shares.
Terms of the Transaction
Under the terms
of the Acquisition Agreement, Cosa will acquire a 70% interest in
each of the Properties from Denison. See Figure 1 for the location of the
Properties. Upon closing of the Transaction, the parties will form
a joint venture for each of the Properties (each, a
“Joint Venture”)
and Cosa will become the project operator. Denison will retain a
30% interest in each of the Properties.
As consideration
for the Transaction, Cosa will issue 14,195,506 common shares to
Denison, equivalent to 19.95% of the outstanding common shares of
Cosa following completion of the Transaction. Denison will retain a
2% Net Smelter Royalty (“NSR”) on Darby and Packrat, and a
0.5% NSR on Murphy Lake North.
Cosa has been
granted the right to reduce the NSR royalty rate on each of Darby
and Packrat to 1% for a cash payment of C$2,000,000 per
project.
Additionally,
Cosa will be required to:
●
issue Denison a further
C$2,250,000 in deferred consideration shares within a five-year
period beginning at the closing date (the “Closing Date”) of the
Transaction;
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fund 100% of the next
C$1,500,000 in exploration expenditures on Murphy Lake North by
December 31, 2027, otherwise Denison’s ownership interest in
the property will increase to 51% and Denison will become the
operator; and
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fund 100% of the next
C$5,000,000 in exploration expenditures on Darby by June 30, 2029,
otherwise Denison’s ownership interest in the property will
increase to 51% and Denison will become the operator.
Darby is subject
to a buydown right (the “Buydown”), which permits Denison
to reclaim up to a 60% interest in Darby until such time as
Denison’s interest in the project falls below 10%, or
commercial production of 500,000 lbs. of U3O8 is achieved from
the applicable Darby claim.
Cosa is to
appoint a technical advisor nominated by Denison for a period of
five years from the Closing Date or until all of Cosa’s
obligations under the Acquisition Agreement have been
fulfilled.
Completion of the
Transaction is subject to a number of conditions precedent,
including, but not limited to: (i) acceptance by the TSX.V and
receipt of other applicable regulatory approvals to be obtained by
Cosa, and (ii) certain other closing conditions customary for a
transaction of this nature.
On closing,
Denison and Cosa will enter into an Investor Rights Agreement,
which will provide for, among other things, a pre-emptive right and
top-up rights entitling Denison to maintain and/or acquire up to a
19.95% interest in Cosa, on the condition that Denison holds at
least 5% of the issued and outstanding common shares. Additionally,
Denison will have the right to nominate one director to
Cosa’s board of directors for so long as Denison holds at
least 5% of the issued and outstanding common shares and an
additional director to Cosa’s board of directors for so long
as Denison holds at least 10% of the issued and outstanding common
shares.
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 in-situ recovery (“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 a several notable milestones were achieved in
2024 with the submission of federal licensing documents and the
proposed final versions of the Environmental Impact Statement
(“EIS”) to the Canadian Nuclear Safety Commission and
the Province of Saskatchewan.
Denison's interests in Saskatchewan also include a 22.5% ownership
interest in the McClean Lake Joint Venture (“MLJV”),
which includes unmined uranium deposits (planned for extraction via
the MLJV's SABRE mining method starting in 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 MWJV’s
Midwest Main and Midwest A deposits, and a 69.44% 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 is celebrating 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.
For more information, please contact
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David Cates
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(416) 979-1991 ext.
362
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President and Chief Executive
Officer
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Geoff Smith
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(416) 979-1991 ext.
358
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Vice President Corporate
Development & Commercial
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Follow Denison on X (formerly
Twitter)
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@DenisonMinesCo
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About Cosa Resources Corp.
Cosa Resources is a Canadian uranium exploration company operating
in northern Saskatchewan. The portfolio comprises roughly 237,000
ha across multiple 100% owned and Cosa operated joint venture
projects in the Athabasca Basin region, all of which are
underexplored, and the majority reside within or adjacent to
established uranium corridors.
Cosa’s award-winning management team has a long track record
of success in Saskatchewan. In 2022, members of the Cosa team were
awarded the AME Colin Spence Award for their previous involvement
in discovering IsoEnergy’s Hurricane deposit. Prior to
Hurricane, Cosa personnel led teams or had integral roles in the
discovery of Denison’s Gryphon deposit and 92 Energy's Gemini
Zone and held key roles in the founding of both NexGen and
IsoEnergy.
Cosa’s primary focus through 2024 was initial drilling at the
100% owned Ursa Project, which captures over 60-kilometres of
strike length of the Cable Bay Shear Zone, a regional structural
corridor with known mineralization and limited historical drilling.
It potentially represents the last remaining eastern Athabasca
corridor to not yet yield a major discovery, which the Company
believes is primarily due to a lack of modern exploration. Modern
geophysics completed by Cosa in 2023 identified multiple
high-priority target areas characterized by conductive basement
stratigraphy beneath or adjacent to broad zones of inferred
sandstone alteration – a setting that is typical of most
eastern Athabasca uranium deposits. Guided by a recently completed
Ambient Noise Tomography (ANT) survey, Cosa’s second and most
recent drilling campaign at Ursa intersected a significant zone of
unconformity-style sandstone hosted structure and alteration
underlain by several intervals of anomalous radioactivity in the
basement rocks. Follow-up is currently in planning for
2025.
Cautionary Statement Regarding Forward-Looking
Statements
Certain information contained in this news 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 news release contains forward-looking
information pertaining to Denison's current intentions and
objectives with respect to, and commitments set forth in, the
Acquisition Agreement and ancillary agreements and the expected
benefits thereof; the assumption that the transactions set forth in
the Acquisition Agreement will be completed as described; the
Company’s exploration, development and expansion plans and
objectives for the Exploration Properties and other Company
projects; and expectations regarding its joint venture ownership
interests and the continuity of its agreements with its partners
and 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, the parties to the Acquisition Agreement may not complete
obligations as described therein and/or the exploration objective
for the Exploration Properties may not be achieved.
In addition, Denison may decide or otherwise be required to
discontinue testing, evaluation and other work on the
Company’s other properties if it is unable to maintain or
otherwise secure the necessary resources (such as testing
facilities, capital funding, joint venture approvals, regulatory
approvals, etc.). 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, 2024 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 news 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 news release. Denison does not undertake any obligation to
publicly update or revise any forward-looking information after the
date of this news release to conform such information to actual
results or to changes in Denison's expectations except as otherwise
required by applicable legislation.
Figure 1: Detailed Map of Properties Subject to the Acquisition
Agreement
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