Denison Mines announces $250 million convertible notes offering

Denison Mines Corp. (TSX: DML) (NYSE AMERICAN: DNN) announced it is offering $250 million in convertible senior unsecured notes due 2031. The company will grant initial purchasers an option to purchase an additional $37.5 million in notes within 13 days of issuance.

The company plans to use net proceeds for expenditures supporting evaluation and development of uranium projects, including the Wheeler River Uranium Project, and general corporate purposes. A portion of proceeds will fund capped call transactions.

The notes will be senior unsecured obligations accruing interest payable semi-annually on March 15 and September 15, beginning March 15, 2026. They mature September 15, 2031, unless earlier repurchased, redeemed or converted. The notes will be convertible into common shares, cash or a combination at the company's election.

Prior to June 15, 2031, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. After that date, they will be convertible until two scheduled trading days before maturity.

Denison expects to enter into privately negotiated cash-settled capped call transactions with initial purchasers or affiliates. These transactions are designed to reduce potential economic dilution upon conversion and offset cash payments exceeding principal amounts on converted notes, subject to a cap.

The offering requires approvals including from the Toronto Stock Exchange and NYSE American. The notes will be offered only to qualified institutional buyers under Rule 144A. Canadian sales will occur pursuant to exemptions from prospectus requirements.

The company holds a 95% interest in the Wheeler River Uranium Project in Saskatchewan's Athabasca Basin. Permitting for the Phoenix in-situ recovery operation is nearing completion with environmental assessment approval received from Saskatchewan and federal hearings scheduled for fall 2025.

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