DENISON MINES CORP.
CORPORATE DISCLOSURE POLICY
1. Introduction
It is the policy of Denison Mines Corp. (the “Company”) to ensure the informative, timely and accurate disclosure of material information concerning the Company to the public. The Company is committed to providing fair and equal access to such information through broadly disseminated disclosure.
This corporate individual meetings or telephone calls with analysts and investors, interviews with the media and press conferences. This Policy does not apply to communications in the ordinary course of business not involving material information.
The Board of Directors of the Company shall be responsible for this Policy, including any changes to the Policy and maintaining compliance therewith. For purposes of preparing Core Documents, as defined in Section 3 a) below, the Company’s Chief Executive Officer (“CEO”), President and Chief Operating Officer (the “President”) and Executive Vice President and Chief Financial Officer (“CFO”) are responsible for preparing Disclosure Controls and Procedures as defined in Rules 13a-14 of the Securities and Exchange Act of 1934 and Canadian Multilateral Instrument 52-109. Those Disclosure Controls and Procedures are a component of this Policy.
2. Authorized Spokespeople
The CEO is designated as the main contact for analysts, investors, the media and others seeking information about the Company’s financial and business affairs. The back-up contact for financial matters is the CFO and for all other matters is the President.
Designated Investor Relations personnel of the Company (who may be employees of a management services company that provides those services to the Company) (each an “Investor Relations Person”) may respond to questions from analysts, investors, the media and others seeking information about the Company’s financial and business affairs. However, the responses of such personnel shall be limited to excerpting from previously disseminated publicly available information or as otherwise expressly authorized by the CEO. If any questions cannot be answered in this manner by such personnel, the enquiry shall be referred to the CEO.
The CEO has the authority to authorize certain other officers and management personnel and their delegates to conduct interviews and communicate information to the media on limited matters, or to make presentations relating to their specific operating divisions or areas of responsibility. These persons are not authorized to communicate with analysts and the investment community or to discuss the Company’s financial results or other material non-disclosed information, unless specifically authorized by the CEO.
Any Employee who is approached by the media, an analyst, investor or any other member of the public to comment on the affairs of the Company, must refer all inquiries to the CEO and must immediately notify the CEO that the approach was made.
3. Disclosure Committee & Responsibility for Monitoring
The Company shall have a Disclosure Committee to consider the materiality of information and determine disclosure obligations on a timely basis and to perform other functions specified in this Policy
The membership of the Disclosure Committee will vary depending on the type of disclosure in question, as follows:
a) Core Documents:
(i) For purposes of reviewing prospectuses, Annual Information Forms, Annual Reports on Forms 20-F or 40-F, annual financial statements, including notes thereto, annual management’s discussion and analysis (“MD&A”) and annual Reports to Shareholders, the members of the Disclosure Committee shall be:
- The CEO;
- The President;
- The CFO;
- Vice President U.S. Legal and Regulatory Affairs (“VP Reg”);
- Canadian Counsel and Corporate Secretary (“Corp. Sec.”); and
- Another management person with relevant knowledge and experience, as specified by the other members of the Committee;
(ii) For purposes of reviewing material change reports, the members of the Disclosure Committee shall be:
- The CEO;
- The President;
- The CFO; and
- Either the VP Reg. or the Corp. Sec.
(iii) For purposes of reviewing quarterly financial statements, notes thereto and related MD&A and quarterly Reports to Shareholders, information or proxy circulars, and take-over bid, issuer bid, directors’ and rights offering circulars, the members of the Disclosure Committee shall be:
- The CEO;
- The President;
- The CFO;
- VP Reg;
- Corp. Sec.; and
- Another management person with relevant knowledge and experience, as specified by the other members of the Committee.
The documents listed in paragraphs 3 a) (i), (ii) and (iii) above are referred to in this Policy as the “Core Documents.”
b) All other Purposes
For all other purposes, the members of the Disclosure Committee shall be the CEO, the President, the CFO and either the VP Reg. or Corp. Sec., or such other individuals as may be designated from time to time by the Board of Directors of the Company.
4. Review of Documents
a) Core Documents
The Disclosure Committee is responsible for reviewing and supervising the preparation of the Company’s Core Documents to ensure that they are accurate with respect to all material information, in accordance with the Company’s Disclosure Controls and Procedures, and contain appropriate cautionary language in relation to any forward-looking information in accordance with Section 10 of this Policy. No Core Documents may be released without undergoing formal review by the Disclosure Committee to ensure that they have been prepared in accordance with the Company’s Disclosure Controls and Procedures and Section 10 of this Policy.
b) Non-Core Documents
All non-Core Documents (all documents, such as business summaries, hand-outs for presentations, applications or submissions to regulatory authorities or stock exchanges, etc.), other than press releases, shall be approved by any two Disclosure Committee members specified in Section 3 b) above.
In reviewing all such documents, the reviewers shall ensure that such documents do not contain any selective disclosure in violation of Section 6 or any forward-looking information unless the requirements of Section 10 are satisfied, or any information that is inconsistent with other publicly disclosed information.
5. Material Information
The materiality of information shall be determined by the Disclosure Committee, in accordance with applicable rules and regulations. Information is generally considered to be material if it would reasonably be expected to have a significant effect on the market price or value of the Company’s securities. Consideration should be given to the nature of the information itself, the volatility of the Company’s securities and prevailing market conditions. In general, if there is any doubt about whether particular information is material, the Company should err on the side of materiality and release the information publicly.
Employees must notify their managers or a member of the Disclosure Committee specified in Section 3 b) above as soon as they become aware of a material development.
6. Restriction on Selective Disclosure of Material Information
To avoid selective disclosure of undisclosed material information, no Employee shall disclose material information regarding the Company to any person or group of persons (including without limitation members of the investment community, the media and analysts) until it has been generally disseminated to the public in accordance with this Policy. Disclosure in individual or group meetings does not constitute adequate disclosure of information that is considered material non-public information. The Disclosure Committee may approve limited exceptions to this prohibition where disclosure is made to the Company’s auditors, legal counsel, underwriters or other professional advisors in the necessary course of the Company’s business.
If it is determined that previously undisclosed material information has been disclosed, the Company shall immediately disclose the information in a press release in order to achieve broad public dissemination of the information. If practicable, pending the material information being disclosed, the Company should contact the parties to whom the material information was disclosed and inform them that the information is undisclosed material information and of their legal obligations with respect to such material information. If considered necessary by the Disclosure Committee in the circumstances, the Toronto Stock Exchange (the “TSX”) should be contacted, with trading halted if necessary or if deemed appropriate by the TSX.
7. Public Disclosure
The Company shall comply with all applicable laws and regulations regarding the timely disclosure of material information and changes. Once a decision is made that information is material, applicable securities laws and stock exchange rules require prompt disclosure, and broad dissemination to the public in a manner that is both accurate and complete. Unfavorable news must be disclosed as promptly and completely as favorable news.
The principal method of publicly disclosing material information will be by news release, using a news wire service that provides simultaneous distribution to widespread news services, financial media, and relevant stock exchanges and regulatory bodies. The Company will comply with the rules of the TSX regarding the timing of release of news releases, and any requirement to obtain Market Surveillance pre-clearance of news releases. The Company will file material change reports when required in accordance with applicable securities laws and regulations.
In certain circumstances, material information may be withheld from the public for legitimate business purposes (for example, if release of the information would prejudice negotiations in a corporate transaction) in which case the information will be kept confidential until the Company determines it is appropriate to publicly disclose that information. If such information relates to a “material change” within the meaning of the applicable securities legislation, the Company will file a confidential material change report with the securities regulators and the Disclosure Committee will review (at least every 10 days) the decision to keep the information confidential.
All news releases should be accurate and complete and should contain enough detail to enable the media and investors to understand the substance and importance of the change being disclosed.
All news releases from the Company and its subsidiaries (shall be disseminated and pre-approved as specified in Section 3 b) above, or as the Disclosure Committee may otherwise designate from time to time. In addition, news releases that refer to a “Qualified Person” under National Instrument 43-101 or to another expert must be reviewed by such Qualified Person or expert, and the Company must obtain the written consent of the Qualified Person or expert to the reference to such Qualified Person or expert and to the applicable disclosure in the news release prior to its release. News releases regarding the Company’s financial statements, MD&A other material financial information and other public disclosure documents such as the Annual Information Form or Forms 20-F or 40-F shall be approved by the CFO as well as by the Audit Committee and/or the Board.
If there is any doubt about the materiality of information to be disclosed, Employees should contact a member of the Disclosure Committee specified in Section 3 b) above before disclosing the information, whether by way of press release, general employee communication, or otherwise.
8. Market Rumors
It is the Company’s general policy not to respond to market rumors or speculation (including rumors and speculation on the Internet) unless required by applicable regulatory authorities. The standard Company response to questions concerning rumors shall be “We do not comment on rumors”. Should the TSX or a securities regulatory authority request that the Company make a statement in response to a market rumor, the Disclosure Committee will consider the matter and decide whether to make a policy exception.
9. Confidentiality of Undisclosed Material Information
a) “Undisclosed Material Information" of the Company is Material Information about the Company that has not been "Generally Disclosed"; that is, disseminated to the public by way of a news release together with the passage of a reasonable amount of time (24 hours, unless otherwise advised that the period is longer or shorter, depending on the circumstances) for the public to analyze the information.
b) Any Employee who has knowledge of Undisclosed Material Information must treat the Material Information as confidential until the Material Information has been Generally Disclosed.
c) Undisclosed Material Information shall not be disclosed to anyone except in the necessary course of business. If Undisclosed Material Information has been disclosed in the necessary course of business, anyone so informed must clearly understand that it is to be kept confidential, and, in appropriate circumstances, execute a confidentiality agreement. When in doubt, Employees must consult with the VP Reg. or Corp. Sec. to determine whether disclosure in a particular circumstance is in the necessary course of business. For greater certainty, disclosure to analysts, institutional investors, other market professionals and members of the press and other media will not be considered to be in the necessary course of business. “Tipping”, which refers to the disclosure of Undisclosed Material Information to third parties outside the necessary course of business, is prohibited.
d) In order to prevent the misuse of or inadvertent disclosure of Undisclosed Material Information, the procedures set forth below should be observed at all times:
(1) Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who “need to know” that information in the necessary course of business and code names should be used if necessary;
(2) Confidential matters should not be discussed in places where the discussion may be overheard;
(3) Transmission of documents containing Undisclosed Material Information by electronic means will be done only where it is reasonable to believe that the transmission can be made and received under secure conditions such as a dedicated server; and
(4) Unnecessary copying of documents containing Undisclosed Material Information must be avoided and extra copies of documents must be promptly removed from meeting rooms and work areas at the conclusion of the meeting and must be destroyed if no longer required.
10. Forward-Looking Information
The Company may provide forward-looking information, in accordance with applicable securities law requirements. Forward-looking information means disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action and includes future oriented financial information with respect to prospective results of operations, financial position or cash flows that is presented either as a forecast or a projection.
Forward-looking information contained in the Company’s written documents will be clearly identified as such and must be in close proximity to meaningful cautionary language which:
• Identifies material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and
• Contains a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward looking information.
Where forward-looking information will be provided in a public oral statement, this must be limited to forecasts supported by the Company’s written disclosure. The Employee speaking on behalf of the Company must disclose at the beginning of the statement that: forward-looking information will be provided; the actual results could differ materially from conclusions, projections or forecasts contained in the forward looking information; and that certain material factors or assumptions were applied in making the forecasts, conclusions or projections in the forward-looking information. In addition, the Employee must state that additional information about the material factors that could cause actual results to differ materially from the forecasts, conclusions or projections and other relevant factors are contained in a readily available document. The Employee should identify the document or portion of the document where the assumptions and risk factors are discussed.
The Company will not update publicly or revise any forward-looking information whether as a result of new information, future events or other such factors which affect forward looking information, except as required by applicable law.
11. Analyst Meetings
Authorized spokespeople may meet with analysts, investors and other similar persons on an individual or small group basis from time to time.
Such meetings should focus on non-material information and on generally disclosed information and items described in the quarterly MD&A and other publicly filed documents and previously issued press releases. These meetings will not include discussion of material information that has not been generally disclosed to the public. If any such material information is disclosed, then such information will be immediately disseminated to the public as contemplated in Section 7.
If forward-looking information is provided in such meetings then the spokesperson must provide the appropriate disclosure detailed in Section 10 above.
The Company will, upon request, provide the same sort of detailed, non-material information to individual investors or reporters that it has provided to analysts and institutional investors.
12. Conference Calls
Conference calls will be held for quarterly earnings and major corporate developments, whereby discussion of key aspects is accessible simultaneously to all interested parties, some as participants by telephone and others in a listen-only mode by telephone or via a webcast over the Internet. The call will be preceded by a news release containing all relevant material information. At the beginning of the call, a Company spokesperson will provide appropriate cautionary language with respect to any forward-looking information and direct participants to publicly available documents containing the assumptions, sensitivities and a full discussion of the risks and uncertainties.
The Company will provide advance notice of the conference call and webcast by issuing a news release announcing the date and time and providing information on how interested parties may access the call and webcast. In addition, the Company may send invitations to analysts, institutional investors, the media and others invited to participate. Any non-material supplemental information provided to participants will also be posted to the Web site for others to view. A tape recording of the conference call and/or an archived audio webcast on the Internet will be made available following the call for a minimum of 30 days, for anyone interested in listening to a replay.
The Committee will hold a debriefing meeting immediately after the conference call and if such debriefing uncovers selective disclosure of previously undisclosed material information, the Company will immediately disclose such information broadly via news release.
13. Quiet Periods
To avoid the potential for selective disclosure, or the even the appearance of selective disclosure, the Company will observe a quiet period during the time commencing 30 days prior to the date scheduled for the meeting of the Board of Directors to review the quarterly results and ending upon the release of quarterly results, and will not initiate or participate in any meetings or telephone conferences with analysts or investors, save and except where the CEO has determined that, notwithstanding the quiet period, it is in the best interests of the Company to do so. This is not intended to preclude Company spokespersons from responding to unsolicited inquiries concerning factual matters.
14. Analyst Reports
The Company may be requested to review draft analysts’ reports or models from time to time. Only authorized spokespeople will comment on analysts’ reports, and such comments will be limited to identifying publicly disclosed factual information that could affect the analyst’s model and to pointing out inaccuracies or omissions with reference to publicly available information.
The Company will not confirm, or attempt to influence, an analyst’s opinions or conclusions and will not express comfort with the analyst’s model and earnings estimates.
In order to avoid appearing to “endorse” an analyst’s report or model, the Company will provide its comments orally or will attach a disclaimer to written comments to indicate the report was reviewed only for factual accuracy.
The Company will not directly distribute analyst’s research reports but, if requested, will advise which analysts follow the Company, accompanied by an appropriate disclaimer that the view expressed in any reports, including all forward-looking information, are the views of the analysts and not of the Company.
15. Other Public Oral Statements
Where practicable, any other public oral statements by any Employees where they are speaking about the Company’s financial or operating results or prospects should be scripted and scripts or speaking notes should be reviewed and pre-approved as specified in Section 3 b) above. Where this is not practicable, Employees should discuss the nature of the public oral statement in advance with at least one member of the Disclosure Committee specified in Section 3 b) above. Although only designated members of senior management are permitted to make any oral statements containing forward-looking information, where forward-looking information will be provided in a public oral statement, the Employee will comply with Section 10 above. All Employees should keep the CEO apprised of all communications with respect to material issues by informing the CEO of all public oral statements made, beyond originally approved public oral statements.
16. Corporate Website
Disclosure of information on the Company’s corporate Website does not in and of itself constitute adequate public disclosure of such information. Accordingly, material information which has not otherwise been disclosed in accordance with this Policy will not be posted on the Company’s corporate Website.
All the Company’s publicly disclosed material information, and presentations to analysts and conferences, will be made available through the corporate Website for a reasonable period of time. All documents filed by the Company on SEDAR or EDGAR will be concurrently posted to the corporate Website. The Company’s Website will be kept up-to-date with the Company’s latest disclosures. The Company’s Website will not reproduce or link to analysts’ reports.
The Disclosure Committee will review, or designate appropriate management personnel to review, the disclosure on the Company’s website periodically and at least annually to ensure that it remains accurate.
17. Discussion Boards & Chat Rooms
Employees are prohibited from participating in discussions of the Company’s corporate matters or business in chat rooms or bulletin boards. Employees shall immediately report to the CEO any discussion pertaining to the Company which they find on the Internet.
18. Trading Restrictions and Blackout Periods
It is illegal for anyone to purchase or sell securities of any public company with knowledge of material information affecting that company that has not been publicly disclosed. Except in the necessary course of business, it is also illegal for anyone to inform any other person of material non-public information.
Employees with knowledge of confidential or material information about the Company or counter-parties in negotiations of material potential transactions, are prohibited from trading shares in the Company or any counter-party until the information has been fully disclosed and a reasonable period of time has passed for the information to be widely disseminated.
Every employee who intends to purchase or sell securities of the Company, directly or indirectly, (or who stands to benefit from a purchase or sale of securities of the Company by a family member) during a trading blackout period is required to obtain the prior approval of the CEO or his designate.
As a general rule, trading blackout periods will apply to all employees during periods when financial statements are being prepared but results have not yet been publicly disclosed. The blackout period will be the period commencing 30 days prior to the date scheduled for the meeting of the board of directors to review the quarterly results and ending on the second day following the issuance of a news release disclosing quarterly results. The CEO may waive the application of any particular blackout period in respect of one or more employee(s) where the CEO has determined that it is appropriate and the employee(s) is/are not privy to undisclosed material information.
Blackout periods may be prescribed from time to time by the CEO as a result of special circumstances. All parties with knowledge of such special circumstances should be covered by the blackout. Such parties may include external advisors, such as legal counsel, investment bankers and counter-parties in negotiations of material potential transactions.
The trading prohibitions in this Section do not apply to the acquisition of securities through the exercise of stock options or shares issued under similar incentive plans, but do apply to the sale of the securities acquired through the exercise of the option or similar securities issued under an incentive plan. Applicable laws will be complied with in determining and implementing blackout periods associated with any other benefit plans the Company may have.
Immediately after becoming an insider (generally, a director, senior officer or 10% shareholder of the Company, or a director or senior officer of a subsidiary of the Company or of another insider of the Company) and immediately following the purchase or sale of securities of the Company, an insider must complete all insider reports required by the securities regulators within the prescribed time period.
19. Influential Persons
It is the Company’s intention that this Policy also apply to influential persons (as defined in applicable securities law) in respect of the Company, and the Company encourages such influential persons to comply.
The Company is also an influential person in respect of any public company (a “Public Related Company”) where the Company owns 10% or more of the Public Related Company’s voting securities. As an influential person of a Public Related Company, the Company and its directors and officers can be liable in certain circumstances for misrepresentations made by such Public Related Company and for misrepresentations in statements made by the Company or its directors and officers about such Public Related Company. In order to protect the Company and its directors and officers from such liability, the Company requires that the following procedures be followed:
a) The Public Related Company will be requested to adopt its own corporate disclosure policy, which will be reviewed and approved by the Company’s Disclosure Committee;
b) The Company will not knowingly influence the Public Related Company or any director or officer of the Public Related Company or any other person in releasing or in authorizing, permitting or acquiescing in the release of any disclosure documents, or in the making of any public oral statements, relating to the business or affairs of the Public Related Company or in a decision by the Public Related Company as to whether or not to make timely disclosure;
c) No director or officer of the Company will knowingly influence the Public Related Company or any director or officer of the Public Related Company or any other person in releasing or in authorizing, permitting or acquiescing in the release of any disclosure documents, or in the making of any public oral statements, relating to the business or affairs of the Public Related Company or in a decision by the Public Related Company as to whether or not to make timely disclosure, unless such officer or director of the Company is also an officer or director of the Public Related Company and is acting in such capacity and in accordance with a corporate disclosure policy of the Public Related Company that has been reviewed and approved by the Company’s Disclosure Committee; and
d) No Employee shall release a document or cause the Company to release a document, or make a public oral statement, that relates in whole or in part to a Public Related Company, unless:
(i) With respect to any public oral statement that relates to the Public Related Company, the Employee is also a director or officer of the Public Related Company and is acting in such capacity and in accordance with a corporate disclosure policy of the Public Related Company that has been reviewed and approved by the Company’s Disclosure Committee; and
(ii) With respect to any written document that relates in whole or in part to the Public Related Company, such written document is reviewed in accordance with the provisions of this Policy, and where the document is a Core Document of the Company, is reviewed in accordance with the Company’s Disclosure Controls and Procedures.
20. Disclosure File
A designated Investor Relations Person shall be responsible for maintaining a file containing all public information about the Company (other than information that is already filed on SEDAR), including continuous disclosure documents, news releases, analysts’ reports commented upon, transcripts or tape recordings of conference calls, debriefing notes, notes from meetings and telephone conversations of spokespersons, and as much as practicable, media articles on the Company.
21. Questions
Questions concerning this Policy should be addressed to the Corp. Sec. of the Company.
22. Annual Review
This Policy has been approved by the Company’s Board of Directors. The Disclosure Committee will review this Policy at least annually and any material changes proposed will be subject to the approval of the Board of Directors. The Disclosure Committee will also review the Disclosure Controls and Procedures at least annually and advise the CEO, President and CFO of any required changes thereto.
23. Distribution of Policy
This Policy will be circulated to all Employees on an annual basis and whenever changes are made. New Employees will be provided with a copy of this Policy and will be advised of its importance.
24. Other Relevant Policies
This Policy should be read in conjunction with the rules regarding insider trading and confidentiality of corporate information contained in the Company’s Code of Ethics for Directors, Officers and Employees.
25. Violation of Policy
Any Employee who violates this Policy may face disciplinary action up to and including termination of his or her employment with the Company without notice. The violation of this Policy may also violate certain securities laws. If it appears that an Employee may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
Code of Ethics
Disclosure Policy
Whistleblower Policy
Environment, Health & Safety Policy
Board Committee Mandates
NYSE AMEX Compliance
