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OBJECTIVE AND SCOPE This policy deals with the disclosure of “material information” concerning Denison Mines Inc. (the “Company”): that is, information that could reasonably be expected to have a significant effect on the market price or value of the Company’s securities, or a significant influence on a reasonable investor’s investment decision.
As a matter of law, every investor is entitled to equal access to material information concerning the Company. The objective of this disclosure policy is to ensure that communications to the investing public about the Company are:
• timely, factual and accurate; and
• broadly disseminated in accordance with all applicable legal and regulatory requirements.
This disclosure policy sets out the Company’s approach to disclosure of material information, and the procedures we have in place to comply with applicable legal and regulatory requirements. Its goal is to raise awareness of the Company’s approach to disclosure among the board of directors, senior management and employees, and to ensure that material information does not enter the public domain except as set forth in this policy. For purposes of this policy, the term “employee” shall include consultant staff members.
This disclosure policy extends to all employees of the Company, its board of directors and those authorized to speak on its behalf. It covers disclosures in documents filed with the securities regulators and written statements made in the Company’s annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Company’s Web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls.
DISCLOSURE POLICY COMMITTEE The board of directors has established a disclosure policy committee ("Committee") responsible for overseeing the Company’s disclosure practices. The Committee consists of the chief executive officer (CEO), chief financial officer (CFO), and the counsel and secretary (CS).
The Committee will review and update, if necessary, this disclosure policy on an annual basis or as needed to ensure compliance with changing regulatory requirements. The Committee will meet as conditions dictate, at the request of the CEO. The Committee will report to the board of directors on an annual basis.
The CEO shall determine when developments justify public disclosure and, in circumstances where the information should remain confidential, how that inside information will be controlled. In making such determinations, the CEO may consult the Committee.
PRINCIPLES OF DISCLOSURE OF MATERIAL INFORMATION Material information is any information relating to the business and affairs of the Company that results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s securities or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions. In this policy, material information does not include confidential proprietary information (discussed below). In complying with the requirement to disclose forthwith all material information under applicable laws and stock exchange rules, the Company will adhere to the following basic disclosure principles:
1. Material information will be publicly disclosed immediately via news release.
2. In certain circumstances, the CEO may determine that such disclosure would be unduly detrimental to the Company (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 CEO determines it is appropriate to publicly disclose. Where required to do so, the CEO will cause a confidential material change report to be filed with the applicable securities regulators, and will periodically (at least every 10 days) review its decision to keep the information confidential (also see 'Rumours').
3. Disclosure must include any information the omission of which would make the rest of the disclosure misleading (half truths are misleading).
4. Unfavourable material information must be disclosed as promptly and completely as favourable information.
5. There will be no selective disclosure. Previously undisclosed material information must not be disclosed to selected individuals (for example, in an interview with an analyst or in a telephone conversation with an investor). If previously undisclosed material information has been inadvertently disclosed to an analyst or any other person not bound by an express confidentiality obligation, such information must be broadly disclosed immediately via news release.
6. Disclosure on the Company's Web site alone does not constitute adequate disclosure of material information.
7. Disclosure must be corrected immediately if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was given.
* * * * *TRADING RESTRICTIONS AND BLACKOUT PERIODS It is illegal for anyone who has knowledge of non-public material information affecting a public company, to purchase or sell securities of that company. It is also illegal for anyone to inform any other person of such non-public material information, except in the necessary course of business. Therefore, insiders and employees with knowledge of confidential material information about the Company or about a party that may be in negotiations with the Company concerning a potential material transaction, are prohibited from trading securities in the Company or any such 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) is required to obtain the prior approval of the CEO or his designate.
As a general rule, in light of the small number of staff at the Company, 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.
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