Uranium Participation Corporation
Uranium Participation Corporation is an investment holding company which invests substantially all of its assets in uranium, either in the form of uranium oxide in concentrates ("U3O8") or uranium hexafluoride ("UF6"), with the primary investment objective of achieving appreciation in the value of its uranium holdings. The objective of the Corporation is to provide an investment alternative for investors interested in holding uranium. Denison Mines is the manager of Uranium Participation Corporation.
Securities of Uranium Participation
Uranium Participation Corporation's securities are listed and trade on the Toronto Stock Exchange. Its common shares trade under the symbol U. It has warrants listed on the TSX which trade under the symbol U.WT.A (exercise price $12; expiry September 14, 2008).
Net Asset Value
Uranium Participation Corporation's net asset value is calculated and reported monthly. To obtain the latest net asset value per common share reported by Uranium Participation Corporation, click on this link: NAV
Uranium Spot Price
The weekly uranium spot price is posted weekly by The Ux Consulting Company, LLC. To obtain the posted spot price, visit www.uxc.com.
Investment Objective and Strategy
Uranium Participation Corporation is an investment holding entity created to invest substantially all of its assets in uranium, with the primary investment objective of achieving appreciation in the value of its holdings. While it is not the current intention of Uranium Participation Corporation to do so in the short term, it may subsequently sell some or all of its holdings in uranium. An investment in the securities of the Corporation provides an investment alternative for investors interested in investing directly in uranium. The common shares represent an indirect interest in physical uranium owned by Uranium Participation Corporation.
The strategy of Uranium Participation Corporation is to invest in holdings of uranium and not to actively speculate with regard to short-term changes in uranium prices. This strategy will provide investors with an ability to effectively invest in uranium in a manner that does not directly include risks associated with investments in companies that explore for, mine and process uranium.
All uranium owned by Uranium Participation Corporation is stored at licensed uranium conversion or enrichment facilities in Canada, France and the United States. In order for the Manager to remove or request the removal of the uranium held in storage on behalf of Uranium Participation Corporation, a certified resolution of the Board of Directors must be delivered to the Manager authorizing such transfer.
In furtherance of the strategy of Uranium Participation Corporation, the Board of Directors has established the following investment policies which are included in the By-laws of Uranium Participation Corporation:
1. At least 85% of the gross proceeds of the Corporation's any offering must be invested in, or held for future purchases of, U3O8 or UF6, and may only be amended by a resolution of the common shareholders of Uranium Participation Corporation.
2. Uranium Participation Corporation may not enter into any borrowing arrangements except in strictly limited circumstances to facilitate uranium purchase payments. Under such circumstances, Uranium Participation Corporation may enter into borrowing arrangements for which all outstanding amounts do not exceed 15% of Uranium Participation Corporation’s total net assets.
3. All purchases and sales of uranium shall be made by the Manager on behalf of Uranium Participation Corporation in accordance with the Management Services Agreement. In such capacity, the Manager shall use commercially reasonable efforts to purchase and sell the uranium at the best prices available to it over a prudent period of time.
4. In the event that the Manager determines that it would be beneficial to purchase or sell U3O8 from or to the production or inventories of the Manager or McClean Uranium Limited or any other related party (as such term is defined in Ontario Securities Commission Rule 61-501, as amended, a "Related Party") of the Manager ("Related Purchases"), then such purchases or sales shall be deemed to be Related Purchases, and will require the approval of the majority of the independent directors of Uranium Participation Corporation for all amounts over $1,000,000 in the aggregate.
5. In the event that the Manager elects to unconditionally purchase U3O8 or UF6 under long term contracts with a uranium supplier, Uranium Participation Corp. shall have received a firm commitment for funds to satisfy the purchase price.
6. In the event that the Manager elects to sell U3O8 or UF6 under long term contracts with a uranium customer, Uranium Participation Corp. shall have U3O8 or UF6 set aside to satisfy the delivery commitments.
Uranium Participation Corporation is also permitted, at the Board's discretion, to enter into transactions whereby the Corporation lends some or all of the Corporation's U3O8 or UF6 to other duly licensed entities in exchange for consideration including cash or other compensation and sufficient security against any uranium so lent.
Denison Mines Inc. (the "Manager") has been engaged by Uranium Participation Corporation to manage the Corporation. The Management Services Agreement is for an initial term of five years and is available on this website at Other SEDAR Filings. Pursuant to the Management Services Agreement, the Manager must manage Uranium Participation Corporation’s activities in an efficient, timely and professional manner in accordance with reasonable and prudent business practices.
The Manager is paid by Uranium Participation Corporation an amount based on the net asset value of Uranium Participation Corporation, subject to a minimum annual payment of $400,000 and a commission of 1.5% on purchases and sales of uranium. In addition, the Manager is paid a fee of $200,000 upon the completion of an equity financing in excess of $20 million or for the establishment of any transaction or arrangement (other than the acquisition or sale of uranium) where the gross value of the transaction exceeds $20 million. The Manager may also receive an annual fee of up to $200,000 for the on-going monitoring of any such transaction or arrangement, subject to the Board's discretion.
Denison Mines Inc. is a wholly owned subsidiary of Denison Mines Corp. (DML: TSX, DNN: AMEX), which was formed on December 1, 2006 through the combination of the business and operations of Denison Mines Inc. and International Uranium Corporation.
Denison Mines is a diversified, growth-oriented, intermediate uranium producer. With five active uranium mining projects in North America (three in the U.S. and two in Canada), Denison expects estimated production of 5 million lbs of U3O8 by 2011.
Denison enjoys a global portfolio of world-class exploration projects, including properties in close proximity to the company’s mills in the Athabasca Basin in Saskatchewan and in the Colorado Plateau, Henry Mountain and Arizona Strip regions of the Southwestern United States. Denison also has high potential exploration properties in Mongolia and, indirectly through its investments, in Australia.
Denison is also engaged in mine decommissioning and environmental services through its Denison Environmental Services (DES) division.
Denison’s common shares trade on the Toronto Stock Exchange (DML: TSX) and the American Stock Exchange (DNN: AMEX). Denison's warrants trade on the Toronto Stock Exchange under the symbols “DML.WT” and "DML.WT.A". For more information on Denison Mines, please visit our website at
Conflicts of Interest of the Manager
The Manager is a corporation involved in the exploration, production and marketing of uranium through its 22.5% interest in the McClean Lake joint venture in Northern Saskatchewan and a 30% ownership interest in McClean Uranium Limited, a company that markets the McClean Lake uranium production. COGEMA holds a 70% ownership interest in both the McClean Lake joint venture and McClean Uranium Limited.
The possible conflicts of interest between the Manager and Uranium Participation Corporation have been addressed as follows:
(i) limitations on the ability of the Manager to purchase U3O8 from Related Parties (see the Management Services Agreement for more information);
(ii) the ability of the Manager to lend uranium on behalf of the Corporation is at the Board's discretion;
(iii) all board members are independent of the Manager; and
(iv) restrictions on the business to be carried on by Uranium Participation Corporation.
Denison has no interest in Uranium Participation Corporation, other than its role as manager.
E. Peter Farmer, President
Mr. Farmer became President of Uranium Participation Corporation on March 17, 2005. He is also the President, Chief Executive Officer and a Director of Denison Mines Inc, the Manager of the Corporation. Mr. Farmer joined Denison Energy (a precedessor of the Manager) in 1985 and became the President and Chief Executive Officer of the company in March 1997. Prior to joining the Manager, Mr. Farmer practiced law with the firm of Beechie and Kerr and served as Counsel for Avco Financial Services and Union Enterprises Ltd. Mr. Farmer completed his B.A. at Queen’s University in 1971 and received his LL.B. from the University of Windsor in 1974.
James R. Anderson, Chief Financial Officier
Mr. Anderson became the Chief Finanical Officer of Uranium Participation Corporation on March 17, 2005. He is also the Executive Vice-President and Chief Financial Officer of the Manager. Prior to joining Denison in 2004, Mr. Anderson was Managing Director of Exel Energy Energy Group Inc. He has also held the position of Senior Vice President and Chief Financial Officer at Rogers Cable Inc. Mr. Anderson, a Chartered Accountant, has held various senior positions in operations, marketing, development, accounting and finance at companies in the energy sector, including Westcoast Energy Inc. and Union Gas Limited. Mr. Anderson is currently a Trustee of Countryside Power Income Fund and has served as a director on a number of boards of companies in the gas sector. Mr. Anderson, a Chartered Accountant since 1974, has completed the Executive Development Program at the Richard Ivey School of Business at the University of Western Ontario and obtained his B.A. from the University of Windsor in 1970.
Donald C. Campbell, Vice-President, Marketing
Mr. Campbelll became the Vice-President, Marketing of Uranium Participation Corporation on March 17, 2005. Mr. Campbell is also the Vice President, Marketing and Special Projects for Denison, a position which he has held since 1986. Mr. Campbell has 45 years of mining and oil and gas experience in Canada and internationally. Mr. Campbell graduated from the University of New Brunswick in 1959 with a B.Sc. in Civil Engineering and is a registered Professional Engineer in Ontario.
Brenda Lazare, Corporate Secretary
Ms Lazare became the Corporate Secretary of Uranium Participation Corporation on May 31, 2007. She is also the Canadian Counsel and Corporate Secretary of the Manager. Prior to joining Denison, Ms Lazare was the General Counsel for Tucows Inc., an internet services company. Ms Lazare received her LL.B and her B.C.L. from McGill University in 1985. She is a member of the bars of Ontario and England and Wales.
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