Denison to File Early Warning Report in Respect of Foremost Clean Energy Ltd.

Rhea-AI Summary

Denison Mines announces participation in Foremost Clean Energy's private placement, investing $1,822,800 for 607,600 units at $3.00 per unit. Following the $10.5M offering completion, Denison now owns 1,977,410 Foremost shares (19.13%) and 607,600 warrants (13.09%). This investment supports Foremost's exploration of Saskatchewan uranium properties under a previously established option agreement, where Foremost can earn up to 70% interest in 10 Denison properties.

The investment follows an earlier agreement where Denison received 1,369,810 Foremost shares as partial consideration for Foremost's acquisition of an initial 20% interest in Denison's uranium exploration properties.

Positive

• Strategic investment maintains Denison's significant ownership position in Foremost at 19.13%
• Received additional warrants providing potential future upside
• Agreement enables exploration of properties while maintaining significant ownership stake

Negative

• Ownership position slightly diluted from previous 18.79% despite additional investment

Insights

Financial Analyst

This transaction represents a strategic investment move by Denison Mines in Foremost Clean Energy, maintaining a significant 19.13% ownership stake post-offering. The $10.5 million private placement strengthens Foremost's ability to explore Saskatchewan uranium properties under the Option Agreement with Denison.

Denison's $1.82 million investment through the purchase of units at $3.00 per unit, including warrants exercisable at $4.00, demonstrates confidence in Foremost's exploration potential while providing Denison with additional upside exposure. The warrant structure offers leverage to potential future appreciation in Foremost's share price.

This deal aligns with Denison's broader portfolio management strategy in the Athabasca Basin region, where they maintain substantial interests across multiple projects. The partnership with Foremost allows Denison to maintain significant exposure to exploration upside while sharing development costs.

TORONTO, Nov. 15, 2024 /PRNewswire/ - Denison Mines Corp. ("Denison" or the "Company") (TSX: DML; NYSE American: DNN) congratulates Foremost Clean Energy Ltd. ("Foremost") (NASDAQ:FMST) (CSE:FAT) on the completion of its $10,500,250 private placement of units on November 14, 2024 (the "Offering").  The Offering provides Foremost with significant funding to support its objective of exploring a portfolio of Saskatchewan uranium exploration properties pursuant to an option agreement entered into with Denison on September 23, 2024 (the "Option Agreement"). Denison participated in the Offering and will be filing an early warning report pursuant to National Instrument 62-103 in respect of the change in holdings in Foremost. View PDF version.

Under the Offering, Foremost issued 1,473,000 units at a price of C$3.00 per unit, 1,022,500 flow-through units at a price of C$3.50 per flow-through unit, and 550,000 flow-through units sold to charitable purchasers at a price of C$4.55 per charity flow-through unit.  Each unit is comprised of one Foremost common share and one Foremost common share purchase warrant (each, an "Offering Warrant").  Each Offering Warrant entitles the holder to purchase one Foremost common share, for $4.00 per share, within 24 months after the closing date of the Offering.

Prior to the Offering, Denison held 1,369,810 Foremost common shares (representing 18.79% of Foremost's issued and outstanding shares prior to closing of the Offering), which Denison received pursuant to the Option Agreement, as partial consideration for Foremost's acquisition of an initial 20% of Denison's interest in 10 uranium exploration properties (see press release dated October 7, 2024 for more details).  Prior to the Offering, Denison did not hold any Foremost warrants.

Under the Offering, Denison exercised its rights under its Investor Rights Agreement with Foremost and acquired 607,600 units, comprised of 607,600 Foremost common shares and 607,600 Offering Warrants, for $3.00 per unit, for an aggregate subscription price of $1,822,800.  Denison now owns 1,977,410 Foremost common shares and 607,600 Foremost warrants, immediately following the closing of the Offering, representing 19.13% of the issued and outstanding common shares of Foremost and 13.09% of the issued and outstanding warrants of Foremost.

Additional Information

The Foremost Shares were acquired by Denison for investment purposes. The Company intends to review, on a continuous basis, various factors related to its investment in Foremost, and may decide to acquire or dispose of additional securities of Foremost as future circumstances may dictate, including under its pre-emptive rights under the Investor Rights Agreement.

Further information will be available in the Early Warning Report to be filed under Foremost's profile on SEDAR+ at www.sedarplus.ca.

About Denison

Denison is a uranium mining, exploration and development company with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada.  The Company has an effective 95% interest in its flagship Wheeler River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich eastern portion of the Athabasca Basin region of northern Saskatchewan. In mid-2023, a feasibility study was completed for the Phoenix deposit as an in-situ recovery ("ISR") mining operation, and an update to the previously prepared 2018 Pre-Feasibility Study was completed for Wheeler River's Gryphon deposit as a conventional underground mining operation. Based on the respective studies, both deposits have the potential to be competitive with the lowest cost uranium mining operations in the world. Permitting efforts for the planned Phoenix ISR operation commenced in 2019 and have advanced significantly, with licensing in progress and a draft Environmental Impact Statement submitted for regulatory and public review in October 2022.

Denison's interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake Joint Venture ("MLJV"), which includes unmined uranium deposits (planned for extraction via the MLJV's SABRE mining method starting in 2025) and the McClean Lake uranium mill (currently utilizing a portion of its licensed capacity to process the ore from the Cigar Lake mine under a toll milling agreement), plus a 25.17% interest in the MWJV's Midwest Main and Midwest A deposits, and a 69.44% interest in the Tthe Heldeth Túé ("THT") and Huskie deposits on the Waterbury Lake Property. The Midwest Main, Midwest A, THT and Huskie deposits are located within 20 kilometres of the McClean Lake mill. Taken together, Denison has direct ownership interests in properties covering ~384,000 hectares in the Athabasca Basin region.

Additionally, through its 50% ownership of JCU (Canada) Exploration Company, Limited ("JCU"), Denison holds additional interests in various uranium project joint ventures in Canada, including the Millennium project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%), and Christie Lake (JCU, 34.4508%).

In 2024, Denison is celebrating its 70th year in uranium mining, exploration, and development, which began in 1954 with Denison's first acquisition of mining claims in the Elliot Lake region of northern Ontario.

Follow Denison on X (formerly Twitter) @DenisonMinesCo 

About Foremost

Foremost Clean Energy (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is an emerging North American uranium and lithium exploration company with an option to earn up to a 70% interest in 10 prospective uranium properties spanning over 330,000 acres in the prolific, uranium-rich Athabasca Basin.  As the demand for carbon-free energy continues to accelerate, domestically mined uranium and lithium are poised for dynamic growth, playing an important role in the clean energy mix of the future.

Foremost's uranium projects are at different stages of exploration, from grassroots to those with significant historical exploration and drill-ready targets.  Its mission is to create significant discoveries, alongside and in collaboration with Denison, through systematic and disciplined exploration programs.

For further information please visit the company's website at www.foremostcleanenergy.com or contact Foremost at 250 – 750 West Pender Street, Vancouver, British Columbia V6C 2T7.

Cautionary Statement Regarding Forward-Looking Statements

Certain information contained in this news release constitutes 'forward-looking information', within the meaning of the applicable United States and 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 'potential', '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' or 'be achieved'.

In particular, this news release contains forward-looking information pertaining to Denison's current intentions and objectives with respect to its investments in Foremost and any future acquisitions or dispositions of securities of Foremost, including in connection with the Company's pre-emptive rights under the Investor Rights Agreement; the terms of the units and warrants subscribed for in the Offering; Denison's current intentions and objectives with respect to, and commitments set forth in, the Option Agreement, Investor Rights Agreement and ancillary agreements; the Company's exploration, development and expansion plans and objectives for its projects; and expectations regarding its joint venture ownership interests and the continuity of its agreements with its joint venture counterparties and third parties.

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 no assurance can be given that these expectations will prove to be accurate and results 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 factors discussed in Denison's Annual Information Form dated March 28, 2024 under the heading 'Risk Factors' or in subsequent quarterly financial reports. 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 news release is expressly qualified by this cautionary statement. Any forward-looking information and the assumptions made with respect thereto speaks only as of the date of this news release. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this news release to conform such information to actual results or to changes in Denison's expectations except as otherwise required by applicable legislation.

 

 

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SOURCE Denison Mines Corp.

FAQ

How much did Denison Mines (DNN) invest in Foremost Clean Energy's private placement?

Denison Mines invested $1,822,800 in Foremost Clean Energy's private placement, purchasing 607,600 units at $3.00 per unit on November 14, 2024.

What is Denison Mines' (DNN) current ownership stake in Foremost Clean Energy after the private placement?

After the private placement, Denison Mines owns 1,977,410 Foremost shares (19.13% of outstanding shares) and 607,600 warrants (13.09% of outstanding warrants).

What was the total value of Foremost Clean Energy's private placement that Denison Mines (DNN) participated in?

Foremost Clean Energy completed a private placement totaling $10,500,250 on November 14, 2024.