Denison Announces Offering of US$250 Million of Convertible Senior Notes

Core Viewpoint - Denison Mines Corp. is offering US$250 million in convertible senior unsecured notes due 2031 to fund uranium development projects and general corporate purposes [1][2]. Group 1: Offering Details - The offering includes an option for initial purchasers to buy an additional US$37.5 million in notes within 13 days of issuance [1]. - The notes will accrue interest semi-annually starting March 15, 2026, and will mature on September 15, 2031 [2]. - The notes are convertible into common shares, cash, or a combination, with specific conditions for conversion prior to June 15, 2031 [2][3]. Group 2: Use of Proceeds - Net proceeds from the offering will support the evaluation and development of uranium projects, including the Wheeler River Uranium Project [1]. - A portion of the proceeds will also fund capped call transactions to mitigate potential dilution upon conversion of the notes [4]. Group 3: Capped Call Transactions - Denison plans to enter into cash-settled capped call transactions to cover the number of shares underlying the notes, which will help reduce economic dilution [4]. - The capped call counterparties may engage in derivative transactions that could influence the market price of the shares or notes [5][6]. Group 4: Company Background - Denison Mines is focused on uranium mining and development, with a 95% interest in the Wheeler River Uranium Project, the largest undeveloped uranium project in the Athabasca Basin [11]. - The company has a diverse portfolio, including interests in several joint ventures and projects across Canada [13][14]. Group 5: Regulatory Considerations - The offering is subject to necessary approvals from the Toronto Stock Exchange and NYSE American, and the notes will not be registered under the U.S. Securities Act [7][9].