UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
To
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, 2008
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:
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þ Annual Information Form
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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: 197,295,415 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
AMENDMENTS
This Amendment No. 1 to Form 40-F is being filed solely for purposes of filing revised Officers’
Certifications Required by Rule 13a-14(a) or Rule 15d-14(a). These revised officers’
certifications included with this Amendment replace the officers’ certifications originally filed
with the Form 40-F under Exhibit 99.5. No other changes are being made to the Form 40-F.
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 staff of the SEC, and to furnish promptly, when requested to do so by the SEC
staff, information relating to 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.
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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 Amendment No. 1 to the Form 40-F to
be signed on its behalf by the undersigned, thereto duly authorized.
Registrant: Denison Mines Corp.
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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: November 9th, 2009 |
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