Denison Mines Corp

SECURITIES AND EXCHANGE COMMISSION

FORM 6-K Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments

Filing Date: 2021-05-10 | Period of Report: 2021-05-10 SEC Accession No. 0001654954-21-005338

(HTML Version on secdatabase.com)

FILER DENISON MINES CORP. Mailing Address Business Address 40 UNIVERSITY AVE., SUITE 40 UNIVERSITY AVE., SUITE CIK:1063259| IRS No.: 000000000 | State of Incorp.:A6 | Fiscal Year End: 1231 1100 1100 Type: 6-K | Act: 34 | File No.: 001-33414 | Film No.: 21906846 TORONTO A6 M5J 1T1 TORONTO A6 M5J 1T1 SIC: 1090 Miscellaneous metal ores (416) 979-1991

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date: May 10, 2021

Commission File Number: 001-33414

Denison Mines Corp.

(Name of registrant)

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): ☐

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.

DENISON MINES CORP.

/s/ Amanda Willett Date: May 10, 2021 Amanda Willett Vice President Legal and Corporate Secretary

Exhibit Number Description

99.1 Press release dated May 7, 2021 99.2 Report of Voting Results

Denison Mines Corp. 1100 – 40 University Ave Toronto, ON M5J 1T1 www.denisonmines.com

PRESS RELEASE

DENISON ANNOUNCES RESULTS OF SHAREHOLDER MEETING

Toronto, ON – May 7, 2021. Denison Mines Corp. (“Denison” or the “Company”) (DML: TSX, DNN: NYSE American) is pleased to report that the nominees listed in the management proxy circular dated March 23, 2021 (the “Circular”) for the Annual General Meeting of Shareholders held yesterday in Toronto (the "Meeting ") were elected as directors of the Company.

The Company is also pleased to report that all other items of business presented to its shareholders at the Meeting, as more particularly described in the Circular, were approved.

Detailed results of the vote for the election of directors are set out below.

Nominee Votes For % For Votes Withheld % Withheld David D. Cates 215,373,379 98.95 2,281,491 1.05 W. Robert Dengler 214,960,068 98.76 2,694,802 1.24 Brian D. Edgar 215,130,879 98.84 2,523,991 1.16 Ron F. Hochstein 165,957,889 76.25 51,696,981 23.75 Jun Gon Kim 215,935,313 99.21 1,719,557 0.79 David Neuburger 215,906,301 99.20 1,748,569 0.80 Jennifer Traub 215,444,377 98.98 2,209,594 1.02 Patricia M. Volker 215,797,396 99.15 1,857,474 0.85

The Board of Directors (the “Board”), on recommendation (after detailed review) of the Corporate Governance & Nominating Committee, approved the individuals nominated to shareholders for election to serve as directors of the Board and is confident of their suitability to serve on the Board and its Committees. The Company was advised that proxy advisory firm Institutional Shareholder Services (“ISS”) recommended a “withhold” vote against Mr. Hochstein, which is believed to have impacted the voting results at the Meeting. According to their reporting, ISS has taken the position that Mr. Hochstein is not independent due to his prior role as CEO of the Company 6 years ago. Mr. Hochstein has served as President and CEO of Lundin Gold Inc. since 2014, resigning as CEO of the Company in March 2015.

Mr. Hochstein played an important role in the development of Denison during his tenure as CEO and during that time acquired considerable specialized knowledge of the uranium mining industry – which together with his breadth of technical and practical experience in the mining industry provides great value to Denison. Since Mr. Hochstein’s resignation in 2015, the Company’s asset base, management team, and strategy, have changed substantially. Accordingly, it is the position of the Board that Mr. Hochstein’s prior executive positions with Denison do not interfere with his ability to exercise independent judgment as a member of Denison’s Board.

The Company has provided more details on the results of all matters considered at the Meeting in its Report of Voting Results filed under its profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

Denison is a uranium exploration and development company with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada. The Company's flagship project is the 90% owned 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. Denison’s interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint venture ("MLJV"), which includes several uranium deposits and the McClean Lake uranium mill that is contracted to process the ore from the Cigar Lake mine under a toll milling agreement, plus a 25.17% interest in the Midwest Main and Midwest A deposits, and a 66.90% interest in the Tthe Heldeth Túé ("THT", formerly J Zone) and Huskie deposits on the Waterbury Lake property. Each of Midwest Main, Midwest A, THT and Huskie are located within 20 kilometres of the McClean Lake mill.

Denison is also engaged in mine decommissioning and environmental services through its Closed Mines group (formerly Denison Environmental Services), which manages Denison's Elliot Lake reclamation projects and provides post-closure mine care and maintenance services to a variety of industry and government clients.

Denison 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 (416) 979-1991 ext. 362 President and Chief Executive Officer

Sophia Shane (604) 689-7842 Investor Relations

Follow Denison on Twitter @DenisonMinesCo

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 ‘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 news release contains forward-looking information pertaining to the following: the composition of the Denison Board; expectations regarding Denison’s joint venture ownership interests and the continuity of its agreements with 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 26, 2021 under the heading ‘Risk Factors’. 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.

Denison Mines Corp. 1100 – 40 University Ave Toronto, ON M5J 1T1 www.denisonmines.com @DenisonMinesCo

May 7, 2021

VIA SEDAR

Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission The Manitoba Securities Commission Authorité des marchés financiers (Québec) Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Office of the Superintendent of Securities, Service Newfoundland and Labrador Office of the Superintendent of Securities, Government of Prince Edward Island Office of the Superintendent of Securities, Northwest Territories Office of the Yukon Superintendent of Securities Nunavut Securities Office The Toronto Stock Exchange

Denison Mines Corp. - Report of Voting Results

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matters submitted to the annual general meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Denison Mines Corp. (the “Corporation”) held on May 6, 2021.

The matters voted upon at the Meeting and the results of the voting were as follows:

Election of Directors

The eight nominees set forth in the Corporation’s Management Information Circular dated March 23, 2021 (the “Circular”) were elected as directors of the Corporation by a majority of votes cast by proxy or in person at the Meeting. If a ballot had been taken, based upon the scrutineer’s report on those in attendance or voting by proxy, the voting results would have been as follows:

By majority vote cast by proxy or in person at the Meeting, KPMG LLP was appointed auditor of the Corporation to hold office until the close of the next annual meeting of shareholders or until its successor is appointed, and the directors of the Corporation were authorized to fix the remuneration of the auditor. If a ballot had been taken, based upon the scrutineer’s report on those in attendance or voting by proxy, the voting results on the appointment of the auditors would have been as follows:

Votes For % For Votes Withheld % Withheld 305,007,110 99.35 2,002,766 0.65

Advisory Vote on Executive Compensation

By majority vote cast by proxy or in person at the Meeting, a non-binding advisory resolution accepting the Corporation’s approach to executive compensation (the “Executive Compensation Resolution”), the full text of which is set out on page 12 of the Circular, was approved. If a ballot had been taken, based upon the scrutineer’s report on those in attendance or voting by proxy, the voting results on the Executive Compensation Resolution would have been as follows:

Votes For % For Votes Against % Against 201,637,741 92.64 16,017,129 7.36

DENISON MINES CORP.

By: (signed) “Amanda Willett” Amanda Willett VP Legal & Corporate Secretary