Denison Mines Corp.
TSX : DML
NYSE Amex : DNN

Denison Mines Corp.

December 09, 2010 09:36 ET

Denison Mines Corp. Announces Closing of C$65,450,000 Financing

TORONTO, ONTARIO--(Marketwire - Dec. 9, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Denison Mines Corp. ("Denison" or the "Company") (TSX:DML)(NYSE Amex:DNN) is pleased to announce the closing of its underwritten private placement of 25 million special warrants of the Company (the "Special Warrants") for gross proceeds of C$61,250,000 (the "Non Flow-Through Offering") and 1.4 million flow-through special warrants of the Company (the "Flow-Through Special Warrants") for gross proceeds of C$4,200,000 (the "Flow-Through Offering"). Collectively, the Non Flow-Through Offering and the Flow-Through Offering raised aggregate gross proceeds for the Company of C$65,450,000 (the "Offering"). The Offering was completed through a syndicate of investment dealers co-led by GMP Securities L.P. and Scotia Capital Inc.

Each Special Warrant and Flow-Through Special Warrant entitles the holder thereof to receive one common share of the Company (a "Common Share"). The Special Warrants and Flow-Through Special Warrants are exercisable by the holders thereof at any time for no additional consideration, and all unexercised Special Warrants and Flow-Through Special Warrants will be deemed to be exercised on the earlier of: (i) April 10, 2011; and (ii) the third business day after a receipt is issued for a (final) prospectus by the securities regulatory authorities in each of the provinces in which the Special Warrants and Flow-Through Special Warrants were sold, being Ontario, Alberta, British Columbia and Nova Scotia.

The Company will use its reasonable best efforts to obtain such receipt by December 31, 2010. However, if the Company fails to qualify the distribution of the Common Shares underlying the Special Warrants, by December 31, 2010, then the holders of the Special Warrants will be entitled to receive 1.1 Common Shares in lieu of one Common Share upon the exercise or deemed exercise of the Special Warrants (the "Penalty Provision"). The Flow-Through Special Warrants are not subject to the Penalty Provision.

The Company plans to use the proceeds of the Non Flow-Through Offering for the development of the Company's uranium properties, for working capital and for general corporate purposes. The proceeds received by the Company from the Flow-Through Offering will be used to incur eligible Canadian exploration expenses that qualify as Canadian exploration expenses and "flow-through mining expenditures" for purposes of the Income Tax Act (Canada) and which will be renounced in favour of the holders with an effective date of no later than December 31, 2010.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. These securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Denison

Denison Mines Corp. is mid-sized uranium producer in North America, with mining assets in the Athabasca Basin region of Saskatchewan, Canada and the southwest United States including Colorado, Utah, and Arizona. The Company has ownership interests in two conventional uranium mills in North America. Denison also has a strong exploration and development portfolio including the Phoenix discovery in the Athabasca Basin as well as large land positions in the United States, Canada, Mongolia and Zambia.

Cautionary Statements Regarding Forward Looking Information

This document contains forward-looking statements. More particularly, this document contains statements which include, but are not limited to, the issuance of securities upon the exercise of the Special Warrants and the Flow-Through Special Warrants, the Company's plans to file a prospectus and the Company's planned use of the proceeds of the Offering.

The forward-looking statements are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Contact Information

  • Denison Mines Corp.
    Ron Hochstein
    President and Chief Executive Officer
    (416) 979-1991 ext. 232
    or
    Denison Mines Corp.
    James Anderson
    Executive Vice President & Chief Financial Officer
    (416) 979-1991 ext. 372