Denison Mines Corp. Successfully Upsizes US$300 Million Convertible Senior Notes Offering

Denison Mines Corp. Announces Upsized US$300 Million Convertible Senior Notes Offering

Denison Mines Corp. (TSX: DML, NYSE AMERICAN: DNN) made headlines on August 13, 2025, by announcing the successful upsizing and pricing of its offering of convertible senior unsecured notes. This offering, amounting to an impressive US$300 million, is significant as it positions the company for future growth and development within the uranium mining sector.

Details of the Offering

The convertible notes, set to mature in 2031, were introduced following Denison's initial announcement on the offering. Investors have a unique opportunity, as the initial purchasers of the notes are provided an option to acquire up to an additional US$45 million worth of notes within a 13-day window post-issuance.

These notes will accrue semi-annual cash interest at a rate of 4.25% per year and have an initial conversion rate of 342.9355 common shares per US$1,000 principal amount of notes. This offers investors significant potential, especially as the conversion price set at approximately US$2.92 per share represents a premium of around 35% compared to the closing price of Denison shares on the announcement date.

Denison retains the right to redeem these notes in specific situations while bondholders possess certain rights to compel the company to repurchase their notes upon the emergence of predefined events.

The company anticipates that the offering will successfully close on or about August 15, 2025, subject to standard closing conditions.

Strategic Use of Proceeds

Denison intends to channel the proceeds from this offering primarily toward furthering the development and evaluation of its uranium projects, notably the Wheeler River Uranium Project. This project is noteworthy, as it represents one of Denison's most critical assets nestled in the rich Athabasca Basin of northern Saskatchewan. Additionally, a portion of the proceeds will be allocated to cover the purchase price for capped call transactions necessary for the offering.

In relation to these capped call transactions, Denison has entered into agreements with initial purchasers and financial institutions to manage the economic implications of the notes effectively. The initial cap price for these capped call agreements is put at US$4.32 per share, which is 100% higher than the last recorded market price. This strategic maneuver aims to minimize potential dilution that may arise during the conversion process of the notes.

Potential Market Impact

The issuance of the notes is set against the backdrop of ongoing activities in the uranium market. Denison has informed that the parties involved in these capped call transactions plan to engage in derivative transactions concerning the company's shares, which could lead to shifts in market pricing dynamics shortly after the pricing of these notes. Such activities may influence the market performance of Denison and provide further liquidity options for investors.

Regulatory Context

Importantly, the offering is contingent upon the approval of regulatory bodies such as the Toronto Stock Exchange and NYSE American. The securities related to this offering will not be registered under U.S. Securities Act, highlighting the exclusive nature of the offering to selected institutional buyers.

About Denison Mines

Denison Mines Corp. is recognized as a prominent player in uranium mining and has established a strong footprint in the Athabasca Basin. Their flagship Wheeler River Project boasts a remarkable 95% interest and advances Denison's position within the uranium market, which has been of significant interest given the global demand for uranium as a clean energy source.

The company has constructed a robust operational framework based on strategic assessments, including their recent feasibility studies that underline the economic viability of their projects. Moreover, Denison has been active in permitting and is nearing completion of essential evaluations necessary for commencing their planned mining operations.

The recent upsizing of the convertible notes offering serves as a testament to Denison's commitment to sustaining its growth trajectory while capitalizing on its extensive uranium resources in one of the most favorable mining districts in the world.

In conclusion, Denison's announcement of the upsized US$300 million offering is poised to not only enhance its liquidity but also firmly establish its ongoing commitment to driving forward its uranium projects in Saskatchewan. As market conditions evolve, Denison Mines Corp. is strategically positioning itself for long-term success, reflecting its resilience and adaptive strategies in the fluctuating commodities market.