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Denison Mines enters into five year agreement to provide management services to Uranium Participation Corp.

Published by , Assistant Editor
Global Mining Review,

Denison Mines Corp. (the company) has announced that, effective 1 April 2019, its wholly owned subsidiary, Denison Mines Inc. (Denison), has entered into a new five year agreement (the MSA) to provide management services to Uranium Participation Corp. (UPC or the Corporation). 

David Cates, President & CEO of Denison and UPC commented: "Denison is pleased to have reached an agreement with UPC to continue as the Corporation's manager for a further five years. UPC is a well-respected and important contributor to the global uranium market, and we are proud of the relationship that Denison has nurtured with UPC since its inception." 

Under the terms of the MSA, UPC appoints Denison to act as the manager of the Corporation and grants the Manager the authority and responsibility to manage and administer the business and affairs of UPC, subject to the oversight and applicable approvals from the Board of Directors of UPC. The Manager is responsible for providing the Corporation with certain Executive Officers, and any other staff necessary to carry out its responsibilities for the administration and oversight of UPC's uranium inventories, as well as UPC's financial reporting, investor relations and marketing activities.

The fees payable to Denison for providing these services to UPC under the MSA are unchanged from the previous management services agreement between Denison and UPC, and are summarised as follows:

  • a base fee of CAN$400 000/yr, payable in equal quarterly installments;
  • a variable fee equal to (a) 0.3%/yr of UPC's total assets in excess of CAN$100 million and up to and including CAN$500 million; and (b) 0.2%/yr of UPC's total assets in excess of CAN$500 million;
  • a fee, at the discretion of the Board, for on-going monitoring or work associated with a transaction or arrangement (other than a financing, or the acquisition of or sale of U3O8 or UF6); and
  • a commission of 1.0% of the gross value of any purchases or sales of U3O8 or UF6, or gross interest fees payable to UPC in connection with any uranium loan arrangements.

The MSA has a five year term ending 31 March 2024 (the Term), at which point it may be renewed on terms mutually acceptable to each party. The MSA may be terminated during the Term by the Manager upon the provision of 180 days' written notice and by UPC:

  1. in the event of a material breach,
  2. within 90 days of certain events surrounding a change of both of the individuals serving as CEO and CFO of UPC, and/or a change of control of the Manager, or
upon the provision of 30 days written notice and, subject to certain exceptions, a cash payment to the Manager of an amount equal to the base and variable management fees that would otherwise be payable to the Manager (calculated based on UPC's current uranium holdings at the time of termination) for the lesser period of a) three years, or b) the remaining term of the MSA.


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