Convertible Senior Unsecured Notes

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Denison Announces Closing of US$345 Million Convertible Senior Notes Offering
Prnewswire· 2025-08-15 20:01
Core Viewpoint - Denison Mines Corp. has successfully closed an offering of convertible senior unsecured notes amounting to US$345 million, which positions the company favorably for future investments and construction of its flagship uranium mine in Saskatchewan [1][3]. Offering Details - The offering includes US$300 million from an upsized offering and US$45 million from the full exercise of an option granted to initial purchasers [1]. - The notes have an annual coupon rate of 4.25%, estimated to save Denison over US$100 million in interest payments compared to traditional project debt financing [2][6]. - Approximately US$333 million of net proceeds will be available after deducting commissions and fees [6]. Financial Strategy - The initial conversion price for the notes is set at US$2.92 per share, with an effective conversion price raised to US$4.32 per share due to a capped call overlay strategy [2][6]. - Denison purchased cash-settled call options for approximately US$35.36 million to protect against equity dilution [2][6]. Future Plans - The proceeds from the offering will support the evaluation and development of uranium projects, including the Wheeler River Uranium Project and general corporate purposes [6]. - The company is nearing completion of permitting efforts for the Phoenix ISR operation, with regulatory approvals anticipated [12]. Company Overview - Denison is focused on uranium mining, exploration, and development, with significant interests in the Athabasca Basin region of Saskatchewan [11]. - The company holds a 95% interest in the Wheeler River Uranium Project, which is the largest undeveloped uranium project in the region [11].
Denison Announces Pricing of Upsized US$300 Million Convertible Senior Notes Offering
Prnewswire· 2025-08-13 11:18
Core Viewpoint - Denison Mines Corp. has announced an upsized offering of convertible senior unsecured notes totaling US$300 million, with an option for an additional US$45 million, aimed at funding uranium development projects and general corporate purposes [1][3]. Group 1: Offering Details - The offering consists of convertible senior unsecured notes due in 2031, with a semi-annual cash interest rate of 4.25% [1]. - The initial conversion rate is set at 342.9355 common shares per US$1,000 principal amount, translating to an initial conversion price of approximately US$2.92 per share, representing a 35% premium over the closing price on August 12, 2025 [1]. - The offering is expected to close around August 15, 2025, subject to customary closing conditions [2][7]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for the evaluation and development of uranium projects, including the Wheeler River Uranium Project, and for general corporate purposes [3]. - Approximately US$30.75 million will be allocated for capped call transactions, which may increase to US$35.36 million if the option for additional notes is fully exercised [3]. Group 3: Capped Call Transactions - Denison has entered into cash-settled capped call transactions to cover the number of shares underlying the notes, with an initial cap price of US$4.32 per share, a 100% premium over the last reported sale price of US$2.16 [4]. - These capped call transactions are designed to mitigate potential economic dilution upon conversion of the notes [4]. Group 4: Market Activity - Capped call counterparties may engage in derivative transactions and purchase shares in the market, which could influence the market price of the shares or notes [5][6]. - This market activity may affect the conversion process and the value of shares received by noteholders upon conversion [6]. Group 5: Company Background - Denison Mines is focused on uranium mining, exploration, and development, with a significant interest in the Wheeler River Uranium Project, the largest undeveloped uranium project in the Athabasca Basin [10]. - The company holds a 95% interest in the Wheeler River project and has various other interests in uranium projects across Canada [12][13].
Denison Announces Offering of US$250 Million of Convertible Senior Notes
Prnewswire· 2025-08-12 20:01
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].