Debt covenant update for Denison Mines (NYSE: DNN) credit facility

Rhea-AI Filing Summary

Denison Mines Corp. has entered into a Fourteenth Amending Agreement to its fourth amended and restated credit agreement with The Bank of Nova Scotia and other lenders. The amendment extends the facility’s Maturity Date to January 31, 2027 and introduces a new definition of Adjusted Tangible Net Worth, which adjusts Tangible Net Worth by replacing IFRS accounting values of the company’s convertible unsecured notes with their face value translated into Canadian dollars. Denison must now maintain consolidated Adjusted Tangible Net Worth of at least $131,000,000. The amendment becomes effective after certain conditions are met, including payment of a non-refundable $25,000 extension fee and delivery of officer certificates, legal opinions and share certificates. The company confirms no Default is continuing and that all existing security and liens under prior security documents remain in full force and effect.

Key Figures

Adjusted Tangible Net Worth covenant: $131,000,000 Extension fee: $25,000 Maturity Date: January 31, 2027

3 metrics

Adjusted Tangible Net Worth covenant $131,000,000 Minimum consolidated Adjusted Tangible Net Worth required at all times under Section 11.1(o)

Extension fee $25,000 Non-refundable fee payable to Administrative Agent as a condition precedent to amendment effectiveness

Maturity Date January 31, 2027 Revised maturity date of the credit facility in the amended credit agreement

Key Terms

Adjusted Tangible Net Worth, Convertible Unsecured Note Indebtedness, Maturity Date, Security Document, +1 more

5 terms

Adjusted Tangible Net Worth financial

"“Adjusted Tangible Net Worth” means, at any particular time, the Tangible Net Worth at such time, adjusted to exclude the IFRS accounting values..."

Convertible Unsecured Note Indebtedness financial

"adjusted to exclude the IFRS accounting values for the Convertible Unsecured Note Indebtedness, and to include the face value of the Convertible Unsecured Note Indebtedness..."

Maturity Date financial

"the definition of “Maturity Date” and replacing it with the ““Maturity Date” means January 31, 2027.”"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

Security Document financial

"each Security Document to which it is a party shall be binding upon such Obligor and its collateral shall be unaffected by and shall continue in full force..."

Default financial

"no Default has occurred and is continuing as at the date this agreement becomes effective and no Default would arise immediately thereafter."

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date: March 30, 2026

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):  ☐

SIGNATURES

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:  March 30, 2026				Amanda Willett
				Vice President Legal and Corporate Secretary

FORM 6-K EXHIBIT INDEX

Exhibit Number		Description
99.1		Material Agreement - Fourteenth Amending Agreement to Credit Agreement

FOURTEENTH AMENDING AGREEMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT dated as of the 30th day of January, 2026.

BETWEEN:

THE BANK OF NOVA SCOTIA, a Canadian chartered bank

   (herein, in its capacity as administrative agent for the Lenders, called the “Administrative Agent”)

and -

DENISON MINES INC., a corporation amalgamated under the laws of the Province of Ontario

   (herein in its capacity as the borrower, “DMI”)

and -

DENISON MINES CORP., a corporation amalgamated under the laws of the Province of Ontario

   (herein in its capacity as the guarantor, “DMC” and, together with DMI, the “Obligors”)

and -

THE SEVERAL LENDERS FROM TIME TO TIME PARTY THERETO

(herein and therein in their capacities as lenders to the Borrower, collectively called the “Lenders” and individually called a “Lender”)

WHEREAS the Obligors, the Lenders and the Administrative Agent entered into a fourth amended and restated credit agreement dated as of January 30, 2015, (as amended by amending agreements dated January 27, 2016, January 31, 2017, January 19, 2018, April 9, 2018, January 29, 2019, January 29, 2020, January 14, 2021, January 21, 2022, April 12, 2022, December 22, 2022, December 21, 2023, December 18, 2024 and August 11, 2025, the “Credit Agreement”);

    AND WHEREAS the parties hereto wish to, inter alia, amend certain provisions of the Credit Agreement;

Fourteenth Amending Agreement

- 2 -

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:

ARTICLE 1

DEFINED TERMS

1.1 Capitalized Terms.

All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement.

ARTICLE 2

AMENDMENTS TO CREDIT AGREEMENT

2.1

General Rule.

Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

2.2

Amendments.

(a)

Section 1.1 of the Credit Agreement is hereby amended by adding the following new definition in alphabetical order:

““Adjusted Tangible Net Worth” means, at any particular time, the Tangible Net Worth at such time, adjusted to exclude the IFRS accounting values for the Convertible Unsecured Note Indebtedness, and to include the face value of the Convertible Unsecured Note Indebtedness, translated to Canadian dollars at the period end date. For the avoidance of doubt, any cash settlement, termination payment or exercise of such Convertible Unsecured Note Indebtedness shall be reflected in the Adjusted Tangible Net Worth when realized.”

(b)

Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” and replacing it with the following:

““Maturity Date” means January 31, 2027.”

(c)

Section 11.1(o) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(o) Adjusted Tangible Net Worth. The Parent shall, at all times, cause the consolidated Adjusted Tangible Net Worth to be greater than or equal to $131,000,000.”

Fourteenth Amending Agreement

- 3 -

(d)

Schedule B to the Credit Agreement is hereby deleted in its entirety and replaced with “Schedule B” attached hereto.

ARTICLE  3

CONDITIONS PRECEDENT

3.1 Conditions Precedent.

This agreement shall not become effective until the Administrative Agent, for and on behalf of the Lenders, has received from the Obligors (i) a non-refundable extension fee in the amount of $25,000, (ii) an officer certificate of a senior officer of each Obligor together with a certified true copy of a resolution of the board of directors of the Borrower authorizing its execution, delivery and performance of the Credit Agreement, as amended by this agreement, (iii) a legal opinion of counsel to the Obligors addressed to the Administrative Agent and the Lenders relating to the status and capacity of each Obligor and the due authorization, execution and delivery of this agreement, the enforceability of the Credit Agreement as amended by this agreement and such other matters as the Administrative Agent may reasonably request, and (iv) except as delivered under the Existing Credit Agreement, share certificates representing all of the issued and outstanding shares of the Borrower duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney or as otherwise required under Applicable Law.

ARTICLE 4

MISCELLANEOUS

4.1

No Default.

The Obligors represent and warrant to and in favour of the Administrative Agent and the Lenders that no Default has occurred and is continuing as at the date this agreement becomes effective and no Default would arise immediately thereafter.

4.2

Future References to the Credit Agreement.

On and after the date of this agreement, each reference in the Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement, and each reference in any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

4.3

Governing Law.

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Fourteenth Amending Agreement

- 4 -

4.4

Enurement.

This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

4.5

Further Assurances.

The Obligors shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.

4.6

Counterparts.

This agreement may be executed and delivered in one or more original, emailed (in

.pdf format), faxed or by other electronic means, signed counterparts, and by different parties in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

4.7

Confirmation of Security.

Each Obligor confirms and agrees that the Liens and other obligations expressed to be created under or pursuant to each Security Document to which it is a party shall be binding upon such Obligor and its collateral (as described in each such Security Document) shall be unaffected by and shall continue in full force and effect notwithstanding the amendment to the Credit Agreement as constituted hereby and the execution and delivery and effectiveness of this agreement shall not in any manner whatsoever reduce, release, discharge, impair or otherwise prejudice or change the rights of the Finance Parties arising under, by reason of or otherwise in respect of such Liens and other obligations constituted by each such Security Document. For the avoidance of doubt, each Obligor hereby confirms that each Security Document to which it is a party secures its Secured Obligations and that each such Security Document continues in full force and effect.

[Remainder of page intentionally blank.]

Fourteenth Amending Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on the date first above written.

Denison Mines Inc. 1100 - 40 University Avenue Toronto, ON M5J 1T1	DENISON MINES INC.
	By: (signed)
Attention: Chief Financial Officer Telefax: (416) 979-5893	Name: David Cates Title: President & CEO
	By: (signed)
	Name: Elizabeth Sidle Title: Chief Financial Officer
Denison Mines Corp. 1100 - 40 University Avenue Toronto, ON M5J 1T1	DENISON MINES CORP.
	By: (signed)
Attention: Chief Financial Officer Telefax: (416) 979-5893	Name: David Cates Title: President & CEO
	By: (signed)
	Name: Elizabeth Sidle Title: Vice President, Finance and Chief Financial Officer

Fourteenth Amending Agreement

The Bank of Nova Scotia Corporate Banking – Loan Syndications 40 Temperance Street, 6th Floor Toronto, Ontario M5H 0B4	THE BANK OF NOVA SCOTIA, as Administrative Agent
Attention: Managing Director	By: (signed)
Telefax: (416) 866-3329	Name: Elizabeth Daponte Title: Managing Director
	By: (signed)
	Name: Lavinia Ban
	Title: Associate Director

The Bank of Nova Scotia Corporate Banking – Global Mining 40 Temperance Street, 6th Floor	THE BANK OF NOVA SCOTIA, as Lender
Toronto, Ontario M5H 0B4	By: (signed)
	Name: Elizabeth Daponte
Attention: Managing Director	Title: Managing Director
Telefax: (416) 866-2009
	By: (signed)
	Name: Lavinia Ban
	Title: Associate Director

Fourteenth Amending Agreement

SCHEDULE B COMPLIANCE CERTIFICATE

TO: THE BANK OF NOVA SCOTIA

I,  , the [senior financial officer] of Denison Mines Corp, hereby certify that:

1.

I am the duly appointed [<@>] of Denison Mines Corp., the parent named in the fourth amended and restated credit agreement made as of January 30, 2015 (as amended to the date hereof, the “Credit Agreement”) between, Denison Mines Inc., as borrower, the Lenders named therein and The Bank of Nova Scotia, as administrative agent of the Lenders and as such I am providing this Certificate for and on behalf of Denison Mines Corp. and Denison Mines Inc. pursuant to the Credit Agreement.

2.

I am familiar with and have examined the provisions of the Credit Agreement including, without limitation, those of Article, 10, Article 11 and Article 13 therein.

3.

To the best of my knowledge, information and belief and after due inquiry, no Default has occurred and is continuing.

As at or for the relevant period ending  , the amount and financial ratio as contained in Section 11.1(o) of the Credit Agreement is as follows and detailed calculations thereof are attached hereto:

	Actual Amount or Ratio	Required Amount or Ratio
(a) Adjusted Tangible Net Worth		$131,000,000

4.

1Attached hereto is a revised updated Schedule E of the Credit Agreement.

5.

Unless the context otherwise requires, capitalized terms in the Credit Agreement which appear herein without definitions shall have the meanings ascribed thereto in the Credit Agreement.

DATED this  day of  , 20  .

(Signature)

(Name - please print)

(Title of Senior Financial Officer)

1  Only required to extent necessary pursuant to Section 10.1(n) of the Credit Agreement.

Fourteenth Amending Agreement

- [Insert Page Number] -

CALCULATION WORKSHEET

Adjusted Tangible Net Worth

Actual:

	Equity as of financial statements dated [ ]	$<@>
	Less:
	Goodwill and other intangible assets	$<@>
	Tangible Net Worth	$<@>
	Less:
	IFRS accounting values for Convertible Unsecured Note Indebtedness	$<@>2
	Plus:
	Face Value of Convertible Unsecured Note Indebtedness	$<@>3

Minimum Required:

Minimum Level $131,000,000

Compliance [Yes]/[No]

2 Amount to be converted to Canadian dollars as of the date of calculation.

3 Amount to be converted to Canadian dollars as of the date of calculation.

Fourteenth Amending Agreement

FAQ

What did Denison Mines Corp. (DNN) change in its credit agreement?

Denison Mines Corp. amended its fourth amended and restated credit agreement to extend the Maturity Date to January 31, 2027 and to add a new Adjusted Tangible Net Worth definition and covenant, while confirming all existing security and liens remain fully in effect.

What is the new Adjusted Tangible Net Worth covenant for Denison Mines (DNN)?

The amended credit agreement requires Denison Mines’ consolidated Adjusted Tangible Net Worth to be at least $131,000,000 at all times. This figure is calculated by adjusting Tangible Net Worth to replace IFRS accounting values of convertible unsecured notes with their face value in Canadian dollars.

How does Denison Mines define Adjusted Tangible Net Worth in the amendment?

Adjusted Tangible Net Worth equals Tangible Net Worth, excluding IFRS accounting values for Convertible Unsecured Note Indebtedness and including the face value of that indebtedness translated to Canadian dollars at period end, with any cash settlement, termination payment or exercise reflected when realized for covenant testing.

What fee does Denison Mines pay for the credit extension in this 6-K?

As a condition for the amendment to become effective, Denison Mines must pay the Administrative Agent, on behalf of the lenders, a non-refundable extension fee of $25,000, alongside delivering officer certificates, legal opinions and share certificates required under the amended credit agreement.

Did Denison Mines report any defaults in connection with this credit amendment?

Denison Mines represents and warrants to the Administrative Agent and lenders that no Default has occurred and is continuing when the amendment becomes effective, and that no Default would arise immediately afterward, supporting the continuation of the credit facility on the amended terms.

What happens to Denison Mines’ existing security under the amended credit facility?

Each obligor confirms that all liens and obligations created under each existing Security Document remain binding and fully effective. The amendment does not reduce, release, discharge or impair these security interests, which continue to secure the obligors’ Secured Obligations under the credit agreement.

Filing Exhibits & Attachments

1 document

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• EX-99.1 MATERIAL AGREEMENT - FOURTEENTH AMENDMENT TO THE CREDIT AGREEMENT 88.0 KB