Form 40-F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
(Check One)
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Registration statement pursuant to Section 12 of the Securities Exchange Act
of 1934 |
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Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 |
For
the twelve months ended: December 31, 2009
Commission
file number: 001-33414
DENISON MINES CORP.
(Exact name of registrant as specified in its charter)
Ontario, Canada
(Province or other jurisdiction of incorporation or organization)
1090
(Primary standard industrial classification code number)
Not Applicable
(I.R.S. employer identification number)
Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2; Phone number: 416-979-1991
(Address and telephone number of registrant’s principal executive offices)
Denison Mines (USA) Corp.
1050 17th Street, Suite 950
Denver, CO 80265
Phone: 303-628-7798
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
Securities registered pursuant to Section 12(g) of the Act: Common Stock without par value.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not
applicable.
For annual reports, indicate by check mark the information filed with this form:
þ Annual Information Form þ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common
stock as of the close of the period covered by the annual report: 339,720,415 Common
Shares
Indicate by check mark whether the registrant by filing the information contained in this form is
also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number
assigned to the registrant in connection with such rule.
Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13(d) or 15(d) of the Exchange Act during the proceeding 12 months (or for such shorter
period that the registrant has been required to file such reports); and (2) has been subject to
such filing requirements in the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the Registrant was required to submit and post such files).
Registrant is not yet required to submit and post such files.
Yes þ No o
DISCLOSURE CONTROLS AND PROCEDURES
A. Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures to ensure that information required to be
disclosed in the Company’s filings under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) is recorded, processed, summarized and reported in accordance with the requirements
specified in the rules and forms of the Securities and Exchange Commission (the “SEC”). The
Company carried out an evaluation, under the supervision and with the participation of its
management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of the Company’s “disclosure controls and procedures” (as defined in
the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures as of December 31, 2009, are effective to ensure that
information required to be disclosed by the Registrant in reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms and is accumulated and communicated to the Registrant’s management,
including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
required disclosure.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance of
achieving their objectives and, as indicated in the preceding paragraph, the CEO and CFO believe
that the Company’s disclosure controls and procedures are effective at that reasonable assurance
level, although the CEO and CFO do not expect that the disclosure controls and procedures or
internal control over financial reporting will prevent or detect all errors and all fraud. A
control system, no matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. The Company will continue to
periodically review its disclosure controls and procedures and internal control over financial
reporting and may make such modifications from time to time as it considers necessary.
B. Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining an adequate system of
internal control over financial reporting. Internal control over financial reporting is a process
to provide reasonable assurance regarding the reliability of the Company’s financial reporting for
external purposes in accordance with accounting principles generally accepted in Canada and the
United States of America. Management conducted an assessment of the Company’s internal control
over financial reporting based on the framework established by the Committee of Sponsoring
Organizations of the Treadway Commission on Internal Control — Integrated Framework. Based on this
assessment, management concluded that, as of December 31, 2009, the Company’s internal control over
financial reporting is effective.
C. Report of the Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP
The effectiveness of the Registrant’s internal control over financial reporting as of December 31,
2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting
firm, as stated in their report included with the Registrant’s Audited Financial Statements, which
are an exhibit to this Annual Report on Form 40-F.
D. Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during
the twelve month period covered by this annual report that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.
3
AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s Board of Directors has determined that all three members of its Audit Committee (Mr.
Paul F. Little, Ms. Catherine Stefan, and Mr. William A. Rand), are audit committee financial
experts, within the meaning of the note to paragraph 8(a) of General Instruction B of Form 40-F,
and are also independent within the meaning of United States and Canadian securities regulations.
A description of the education and experience of these persons is set forth in the table below:
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Education & experience relevant to |
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performance of audit committee duties |
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Paul F. Little*
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• Chartered Accountant (ICAO) |
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• M.B.A. (Finance) |
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• Held position of Chief Financial
Officer of one public company and two private
companies. |
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Catherine
J.G. Stefan,
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• Chartered Accountant (ICAO) |
Chair of the Audit Committee
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• B.Comm |
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• Held position of Senior Vice President
of O&Y Properties Inc., President of Stefan &
Associates and Executive Vice-President of
Bramalea Group, Chair, Tax Committee of the
Canadian Institute of Public Real Estate
Companies (CIPREC). |
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William A. Rand
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• B.Comm (Accounting) |
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• Two law degrees, with extensive
corporate finance experience |
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• Has served on audit committees of a
number of public companies |
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After years of service as a director of Denison and its predecessor companies, Mr. Little has
decided not to stand for re-election to the Board at the annual meeting of shareholders to be held
on May 6, 2010. |
Through such education and experience, each of these three members has experience overseeing and
assessing the performance of companies and public accountants with respect to the preparation,
auditing and evaluation of financial statements, and has: (1) an understanding of generally
accepted accounting principles and financial statements; (2) the ability to assess the general
application of such principles in connection with the accounting for estimates, accruals and
reserves; (3) experience analyzing and evaluating financial statements that present a breadth and
level of complexity of accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by the Company’s financial
statements; (4) an understanding of internal controls over financial reporting; and (5) an
understanding of audit committee functions.
The SEC has provided that the designation of an audit committee financial expert does not make him
or her an “expert” for any purpose, impose on him or her any duties, obligations or liability that
are greater than the duties, obligations or liability imposed on him or her as a member of the
Audit Committee and the Board of Directors in the absence of such designation, or affect the
duties, obligations or liability of any other member of the Audit Committee or Board of Directors.
4
CODE OF ETHICS
The Company has adopted a code of ethics that applies to the Company’s directors, officers and
employees, including the chief executive officer, principal financial officer, principal accounting
officer or controller, persons performing similar functions and other officers, directors and
employees of the Company. A current copy of the code of ethics is on the Company’s website at
http://www.denisonmines.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table discloses the fees billed to the Company by its external auditor during the
last two financial years ended December 31, 2009 and 2008. Services were billed and paid in
Canadian dollars and have been translated into U.S. dollars using an average Cdn$/US$ annual
exchange rate of: $1.1420 for 2009 and $1.0660 for 2008.
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| Periods |
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Audit Related |
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| Ending |
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Audit Fees(1) |
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Fees(2) |
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Tax Fees(3) |
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All Other Fees(4) |
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December 31, 2008 |
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$ |
402,586 |
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$ |
163,037 |
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$ |
203,403 |
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$ |
38,884 |
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December 31, 2009 |
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$ |
419,360 |
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$ |
117,259 |
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$ |
118,035 |
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$ |
266,454 |
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| Notes: |
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| (1) |
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The aggregate fees billed for audit services. |
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The aggregate fees billed for assurance and related services that are reasonably related to the
performance of the audit or review of the Company’s financial statements and are not disclosed in
the Audit Fees column. Fees relate to reviews of interim consolidated financial statements and
internal controls over financial reporting. |
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The aggregate fees billed for tax compliance, tax advice, and tax planning services, such as
transfer pricing, tax return preparation, and tax advice on the terminated Northern acquisition. |
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The aggregate fees billed for professional services other than those listed in the other three
columns. For 2009, “All Other Fees” relates to the Company’s equity financings during the year,
the terminated Northern acquisition and preparatory work in connection with the adoption of
International Financial Reporting Standards. For 2008, “All Other Fees” relates to assisting the
Company in preparing for the adoption of International Financial Reporting Standards. |
The Company’s audit committee mandate and charter provides that the audit committee shall (i)
approve, prior to the auditor’s audit, the auditor’s audit plan (including, without limitation,
staffing), the scope of the auditor’s review and all related fees, and (ii) pre-approve any
non-audit services (including, without limitation, fees therefor) provided to the Company or its
subsidiaries by the auditor or any auditor of any such subsidiary and shall consider whether these
services are compatible with the auditor’s independence, including, without limitation, the nature
and scope of the specific non-audit services to be performed and whether the audit process would
require the auditor to review any advice rendered by the auditor in connection with the provision
of non-audit services.
The following sets forth the percentage of services described above that were approved by the audit
committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:
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2008 |
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2009 |
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Audit Related Fees: |
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100 |
% |
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100 |
% |
Tax Fees: |
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100 |
% |
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100 |
% |
All Other Fees: |
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100 |
% |
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100 |
% |
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
5
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
At December 31, 2009, the Company had a reclamation liability of $17,906,000, consisting of
$8,609,000 for U.S. mill and mine obligations, $8,155,000 for Elliot Lake and $1,142,000 for the
McClean Lake and Midwest joint ventures.
In addition, the Company’s contractual obligations at December 31, 2009 are as follows (amounts in
thousands):
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After |
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Total |
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1 Year |
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2-3 Years |
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4-5 Years |
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5 Years |
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Debt Obligations |
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$ |
1,064 |
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$ |
869 |
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$ |
122 |
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$ |
73 |
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$ |
— |
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Operating lease obligations |
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$ |
4,067 |
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$ |
2,731 |
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$ |
882 |
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$ |
322 |
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$ |
132 |
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TOTAL |
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$ |
5,131 |
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$ |
3,600 |
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$ |
1,004 |
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$ |
395 |
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$ |
132 |
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IDENTIFICATION OF THE AUDIT COMMITTEE
The Company has a separately-designated standing audit committee established in accordance with
Section 3(a)(58)(A) of the Exchange Act. The committee members are Mr. Paul F. Little, Ms.
Catherine J. G. Stefan, and Mr. William A. Rand. For further information on these members, see
discussion above under “Audit Committee Financial Experts.”
INTERACTIVE DATA FILE
The Company is not required to provide an interactive data file pursuant to 15(a)(iii) of Form 40-F
until fiscal periods ending on or after June 15, 2011.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
The Company undertakes to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form 40-F arises; or
transactions in said securities.
B. Consent to Service of Process
The Company has previously filed with the SEC a Form F-X in connection with its common stock. Any
change to the name or address of the Company’s agent for service shall be communicated promptly to
the SEC by amendment to the Form F-X referencing the file number of the Company.
6
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the
requirements for filing on Form 40-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereto duly authorized.
Registrant: Denison Mines Corp.
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| By: |
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/s/ Ron F. Hochstein |
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Title:
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President and Chief Executive Officer |
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Date:
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March 29, 2010 |
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7
EXHIBIT INDEX
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99.1 |
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Annual Information Form for the Year Ended December 31, 2009 |
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99.2 |
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Management’s Discussion and Analysis of Results of Operations and Financial Condition for the
Year ended December 31, 2009 (Exhibit 2 of the Registrant’s Form 6-K furnished to the
Commission on March 18, 2010) |
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99.3 |
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Consolidated Audited Financial Statements for the Years Ended December 31, 2009 and 2008
(Exhibit 3 of the Registrant’s Form 6-K furnished to the Commission on March 18, 2010)
together with the Independent Auditors’ Report thereon |
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99.4 |
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Consent of PricewaterhouseCoopers LLP |
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99.5 |
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Officers’ Certifications Required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934 |
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99.6 |
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Officers’ Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code |
8