Form 6-K DENISON MINES CORP. For: Oct 13
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: October 13, 2016
Commission File Number: 001-33414
Denison Mines Corp.
(Translation of registrant’s name into
English)
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:
October 13, 2016
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Amanda
Willett
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Corporate Counsel and Corporate Secretary
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EXHIBIT
INDEX
Exhibit Number
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Description
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99.1
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Press
release dated October 13,
2016
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Denison
Mines Corp.
1100
– 40 University Ave
Toronto,
ON M5J 1T1
www.denisonmines.com
@DenisonMinesCo
PRESS RELEASE
DENISON
ANNOUNCES TRANSACTION TO ACQUIRE THE
HOOK-CARTER
PROPERTY FROM ALX URANIUM CORP.
Toronto, ON – October 13, 2016 Denison Mines Corp.
(“Denison” or the “Company”) (DML:TSX, DNN:
NYSE MKT) is pleased to announce that it has executed a definitive
agreement with ALX Uranium Corp. (“ALX”) (AL:TSX-V) to
acquire an immediate 80% ownership of the entire Hook-Carter
property (the “Property”) in exchange for the issuance of 7.5
million common shares of Denison (the “Agreement”).
Under the terms of the Agreement, ALX will retain a 20% interest in
the Property and Denison agrees to fund ALX’s share of the
first CAD$12M in expenditures.
The
Property consists of 28 claims, totaling 16,805 hectares, and is
located near the southwestern margin of the Athabasca Basin, in
northern Saskatchewan. The Property is highlighted by 15 kilometres
of strike potential along the prolific Patterson Lake Corridor
– host to the recently discovered Triple R deposit (Fission
Uranium Corp.), Arrow deposit (NexGen Energy Ltd.), and Spitfire
discovery (Purepoint Uranium Group Inc., Cameco Corp., and AREVA
Resources Canada Inc.) which occur within 8 to 20 kilometres of the
Property. The Property is located within the Athabasca Basin and
features between 250 and 700 metres of Athabasca Group sandstone
cover overlying the basement rocks that define the prospective
geological trends or corridors. As a result, the Property offers
both basement- and unconformity-hosted uranium deposit potential.
The sandstone thicknesses are similar to those at Denison’s
60% owned Wheeler River property in the eastern Athabasca Basin
where Denison has developed proven exploration methodologies which
have resulted in the discovery of the high-grade
unconformity-hosted Phoenix deposit in 2008 and the high-grade
basement-hosted Gryphon deposit in 2014. The Property is
significantly underexplored compared with other properties along
this trend with only eight historic drill holes, including only
five holes over the 15 kilometres of Patterson Lake Corridor strike
length. Results from historic holes (including sandstone
alteration, geochemistry and basement geology and structure)
suggest favorable environments for the presence of
unconformity-related uranium deposits. The Property also covers
significant portions of the Derkson and Carter Corridors which
provide additional priority target areas.
Dale
Verran, VP Exploration of Denison commented, “This is Elephant country – a large property that has seen
very little drilling on a geological trend with a precedent for
large and high-grade uranium deposits. The Hook-Carter property is
uniquely situated on the Patterson Lake Corridor, offering
potential for both basement-hosted deposits, similar to Triple R
and Arrow, and unconformity-hosted deposits which remain the
largest and highest grade in Athabasca Basin, namely McArthur River
and Cigar Lake which are both operating mines. With Athabasca
sandstone thicknesses similar to the Wheeler River project, the
Property plays to our team’s strengths and we are very
excited to get started with exploration in
2017.”
Denison's
President and CEO, David Cates commented, “While
this transaction expands Denison’s project portfolio into the
western side of the Athabasca Basin, Denison remains focused on
advancing our flagship Wheeler River property in the infrastructure
rich eastern portion of the Athabasca Basin. Wheeler River
continues to deliver significant exploration results, as we
continue towards the completion of a pre-feasibility study and
positioning the project to become one of the next new uranium mines
to be developed in Canada. The acquisition of the Hook-Carter
property is about building our project pipeline and generating our
own success in the very exciting western portion of the Athabasca
Basin. We believe the western Basin has the potential to emerge as
a mining camp in the long-term, and could eventually represent an
important part of the uranium mining industry in Canada. This
property is a unique grassroots exploration opportunity, situated
on a prolific trend, with the potential to deliver meaningful
exploration results and enhance our portfolio of uranium
assets.”
Transaction Highlights:
●
Denison acquires an
immediate 80% ownership in the entire Property in exchange for the
issuance of 7.5M Denison common shares to ALX;
●
ALX retains a 20%
interest in the Property, and Denison agrees to fund ALX’s
share of the first CAD$12M in expenditures on the
Property;
●
Denison will be the
operator of the project and will retain full discretion as to the
nature, extent, timing and scope of all work projects on the
Property;
●
Denison agrees to a
modest work commitment, whereby Denison is required to spend
CAD$3.0M on the Property over the first 3 years. If Denison does
not meet the $3.0M work commitment, ALX’s interest will
increase from 20% to 25% and Denison’s interest in the
project will decrease from 80% to 75%.
●
Thirty-six months
after the effective date of the Agreement, the parties agree to
form a joint venture, in which all material decisions shall be
carried by a vote representing a 51% ownership
interest;
●
The Denison common
shares issued to ALX will be subject to an escrow arrangement,
whereby 1/6th of the shares will
be available to ALX on closing, and a further 1/6th of the shares will
be released from escrow in 6 month increments following the
closing;
●
The transaction
remains subject to and conditional on certain approvals from the
Toronto Stock Exchange, NYSE MKT, and TSX Venture Exchange, as
applicable.
Hook-Carter Property
The
Property is located approximately 25 kilometres east of Highway 955
in the southwestern portion of the Athabasca Basin region in
northern Saskatchewan. The Property is accessible year round by
utilizing a combination of vehicular and helicopter and/or fixed
wing aircraft. The Property comprises a total of 28 mineral
dispositions covering approximately 16,805 hectares, including
three blocks of contiguous claims, namely the Carter West Claims,
Carter East Claims and Orphan East Claim. Previous exploration work
has been dominated by geophysical surveys dating back to 1997.
Airborne surveying has included property-wide electromagnetics
(including a VTEMTM survey on the
Patterson Lake Corridor), a property-wide medium-resolution
magnetic survey and limited Falcon® Airborne Gravity
Gradiometry and HeliSAM TEM surveying. These data sets provide an
excellent repository for the interpretation of basement geology and
area selection for further targeting. Ground geophysical surveying
has included property-wide electromagnetic surveys on a
reconnaissance spacing. The airborne and ground electromagnetic
survey results indicate the prospective corridors on the Property
are comprised of multiple conductors suggesting numerous graphitic
target horizons are present. Surficial surveys completed include
lake sediment sampling, radiometric sampling, and boulder sampling.
Anomalies produced by boulder and lake geochemistry along the
Patterson Lake corridor provide further encouragement for
mineralization.
Very
limited drilling has been carried out on the Property, with only
eight holes drilled on the Property to date, including only five
holes on the Patterson Lake Corridor and three holes on the Derkson
Corridor. No drilling has been carried out on the Carter Corridor.
The majority of historic drill holes show significant sandstone
alteration, encouraging sandstone geochemistry and favorable
basement geology in terms of lithology and structure. All the holes
drilled to date were designed to test the unconformity (seldom
penetrating more than 100 metres into the basement) and therefore
the basement is considered unexplored. The five holes on the
Patterson Lake Corridor are between 1.5 and 4.3 kilometres apart
and considering the corridor is comprised of multiple conductors,
significant space and potential exists for sizeable deposits. The
Derkson Corridor, followed by the Carter Corridor, offer additional
priority target areas based on geophysical and drilling results to
date. Approximately 3 kilometres southwest along trend of the
Property boundary, drilling on the Derkson Corridor has previously
returned mineralized results approximately 5 metres below the
unconformity (0.24% U3O8 over 2.5 metres
reported in drill hole DER-04 by SMDC-Imperial Oil, 1978,
Assessment File Number 74F11-0008, Saskatchewan Mineral Assessment
Database).
Illustrative Figures
Figure 1 provides a map of Denison’s Athabasca Basin
properties including the newly acquired Hook-Carter property.
Figure 2 shows the location of the Hook-Carter property in relation
to the prospective geological trends and uranium deposits and
prospects.
Qualified Persons
The disclosure of a scientific or technical nature contained in
this news release was prepared by Dale Verran, MSc, Pr.Sci.Nat.,
Denison's Vice President, Exploration, who is a Qualified Person in
accordance with the requirements of NI 43-101.
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,
Denison's exploration portfolio consists of numerous projects
covering over 350,000 hectares in the infrastructure rich eastern
Athabasca Basin. Denison's 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 63.01% 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.
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
David
Cates
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(416) 979-1991 ext.
362
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President and Chief
Executive Officer
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Sophia
Shane
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(604)
689-7842
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Investor
Relations
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Follow Denison on Twitter
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@DenisonMinesCo
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Cautionary
Statement Regarding 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”, “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”, “be
achieved” or “has the potential to”. In
particular, this press release contains forward-looking information
pertaining to the following: the proposed transaction with ALX and
the terms thereof; the parties’ ability to complete the
proposed transaction and the anticipated benefits; required
regulatory approvals; exploration
(including drilling) and evaluation activities, plans and
objectives; potential mineralization of drill targets; the
completion of a PFS; the exploration and development potential of
the western portion of the Athabasca basin and the potential
benefits to Denison and its shareholders of the
foregoing..
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 Denison’s Annual Information Form dated
March 24, 2016 available under its profile at www.sedar.com
and in its Form 40-F available
at www.sec.gov/edgar.shtml.
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 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.
Cautionary Note to United States
Investors Concerning Estimates of Measured, Indicated and Inferred
Mineral Resources: This press release may use the terms
“measured”, “indicated” and
“inferred” mineral resources. United States investors
are advised that while such terms are recognized and required by
Canadian regulations, the United States Securities and Exchange
Commission does not recognize them. “Inferred mineral
resources” have a great amount of uncertainty as to their
existence, and as to their economic and legal feasibility. It
cannot be assumed that all or any part of an inferred mineral
resource will ever be upgraded to a higher category. Under Canadian
rules, estimates of inferred mineral resources may not form the
basis of feasibility or other economic studies. United States
investors are cautioned not to assume that all or any part of
measured or indicated mineral resources will ever be converted into
mineral reserves. United States investors are also cautioned not to
assume that all or any part of an inferred mineral resource exists,
or is economically or legally mineable.
Figure 1: Hook-Carter property location.
Figure 2: Hook Carter geological trends.
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