Denison Mines (DML) Investor Presentation summary

Offering overview

• Raised $345 million through Convertible Senior Notes due September 15, 2031, with a 4.25% annual coupon, payable semi-annually, and net proceeds of approximately $333 million after fees.

• Notes are convertible into cash, shares, or a combination, at the issuer's election, with an initial conversion price of $2.92 per share, a 35% premium to the closing price at pricing.

• Capped call overlay increases the effective conversion price to $4.32 per share, about a 100% premium, reducing potential equity dilution.

• Proceeds are intended for uranium project development, including the Wheeler River Uranium Project, and general corporate purposes.

• The capped call transactions cost approximately $35.36 million and are designed to offset cash payments or dilution above the conversion price.

Settlement scenarios and dilution

• At maturity, settlement value is the greater of face value or conversion value, with several scenarios based on share price and settlement method.

• If share price is at or below $2.92, notes are likely repaid in cash; above $2.92 and up to $4.32, capped call proceeds can be used to settle without issuing shares.

• Only if share price exceeds $4.32 does incremental value above face and capped call proceeds require additional cash or share settlement.

• At $6.48 per share, settlement could involve issuing about 39 million shares, representing 4% of shares outstanding as of August 7, 2025.

• The capped call overlay is structured to minimize dilution unless share price more than doubles from the offering price.

Key terms and investor protections

• Notes can be converted by holders under specific conditions before June 15, 2031, and at any time after that date until maturity.

• Redemption is possible by the issuer after September 20, 2029, if share price exceeds 130% of conversion price for 20 out of 30 trading days.

• In case of changes to Canadian tax law or a fundamental change, the issuer must offer to redeem or repurchase notes at 100% of principal plus accrued interest.

• Additional interest of 0.50% per annum may accrue if notes are not freely tradable under Rule 144 after a specified period.

• Capped call transactions are separate from the notes and provide cash settlement benefits to the issuer, not to noteholders.