09/16/2021 | Press release | Distributed by Public on 09/16/2021 15:27
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Ontario, Canada
(Province or Other Jurisdiction of
Incorporation or Organization) |
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1090
(Primary Standard Industrial
Classification Code Number (if Applicable)) |
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98-0622284
(I.R.S. Employer Identification
Number (if Applicable)) |
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Trisha Robertson
Blake, Cassels & Graydon LLP 595 Burrard Street, Suite 2600 Three Bentall Centre Vancouver, British Columbia V7X 1L3 Canada Telephone: (604) 631-3320 |
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Amanda Willett
Denison Mines Corp. 1100-40 University Avenue Toronto Ontario, M5J 1T1 Canada Telephone: (416) 979-1991 |
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Shona C. Smith
Thomas M. Rose Troutman Pepper Hamilton Sanders LLP 100 SW Main Street, Suite 1000 Portland, Oregon 97204 Telephone: (503) 290-2335 |
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A. |
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upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). |
B. |
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at some future date (check appropriate box below) |
1. |
☐ |
pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing). |
2. |
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pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date). |
3. |
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pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. |
4. |
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after the filing of the next amendment to this Form (if preliminary material is being filed). |
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
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CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING DISCLOSURE REQUIREMENTS AND ESTIMATES OF MEASURED, INDICATED AND INFERRED MINERAL RESOURCES
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| | | | 1 | | |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
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| | | | 2 | | |
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DOCUMENTS INCORPORATED BY REFERENCE
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| | | | 6 | | |
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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
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| | | | 7 | | |
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FINANCIAL AND EXCHANGE RATE INFORMATION
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| | | | 8 | | |
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THE COMPANY
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| | | | 8 | | |
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RISK FACTORS
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| | | | 14 | | |
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USE OF PROCEEDS
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| | | | 31 | | |
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CONSOLIDATED CAPITALIZATION
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| | | | 31 | | |
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PRIOR SALES
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| | | | 31 | | |
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TRADING PRICE AND VOLUME
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| | | | 31 | | |
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DESCRIPTION OF SHARE CAPITAL
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| | | | 32 | | |
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DESCRIPTION OF SUBSCRIPTION RECEIPTS
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| | | | 32 | | |
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DESCRIPTION OF UNITS
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| | | | 34 | | |
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DESCRIPTION OF DEBT SECURITIES
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| | | | 35 | | |
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DESCRIPTION OF SHARE PURCHASE CONTRACTS
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| | | | 44 | | |
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DESCRIPTION OF WARRANTS
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| | | | 45 | | |
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CERTAIN INCOME TAX CONSIDERATIONS
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| | | | 47 | | |
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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS
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| | | | 47 | | |
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PLAN OF DISTRIBUTION
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| | | | 52 | | |
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AGENT FOR SERVICE OF PROCESS
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| | | | 53 | | |
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LEGAL MATTERS
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| | | | 53 | | |
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AUDITOR, TRANSFER AGENT AND REGISTRAR
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| | | | 53 | | |
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INTEREST OF EXPERTS
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| | | | 54 | | |
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WHERE YOU CAN FIND MORE INFORMATION
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| | | | 55 | | |
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ENFORCEABILITY OF CIVIL LIABILITIES
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| | | | 55 | | |
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EXEMPTION FROM NI 44-101
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| | | | 55 | | |
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STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
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| | | | 56 | | |
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US$ to C$
Fiscal Year Ended December 31 |
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US$ to C$
6 Months Ended June 30 |
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2020
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2019
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2021
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2020
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Rate at the end of period
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| | | | 1.2732 | | | | | | 1.2988 | | | | | | 1.2394 | | | | | | 1.3628 | | |
Average rate during period
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| | | | 1.3415 | | | | | | 1.3269 | | | | | | 1.2470 | | | | | | 1.3651 | | |
Highest rate during period
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| | | | 1.4496 | | | | | | 1.3600 | | | | | | 1.2828 | | | | | | 1.4496 | | |
Lowest rate during period
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| | | | 1.2718 | | | | | | 1.2988 | | | | | | 1.2040 | | | | | | 1.2970 | | |
Name and Province and Country of Residence |
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Position with Denison and Employment for Past Five Years
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David Cates Ontario, Canada |
| | President and Chief Executive Officer since 2015; prior: Vice President Finance, Tax and Chief Financial Officer from 2013. | |
Gabriel McDonald Ontario, Canada |
| | Executive Vice President and Chief Financial Officer, with Denison since 2015; prior: Director of Financial Reporting at IAMGOLD Corporation from 2015, Senior Manager at PricewaterhouseCoopers LLP from 2008. | |
David Bronkhorst Saskatchewan, Canada |
| | Vice President Operations since 2019; prior: Vice President, Mining, Projects and Technology at Cameco Corporation until retirement in 2016. | |
Amanda Willett British Columbia, Canada |
| | Vice President Legal since June 2020 and Corporate Secretary since June 2016; prior: Corporate Counsel from June 2016; Senior Associate at Blake, Cassels & Graydon LLP in Vancouver from 2011. | |
Elizabeth Sidle Ontario, Canada |
| | Appointed Vice President Finance in September 2021. Previously served as Director of Finance for Denison since 2016. | |
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Name of Person
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Name and Address of Agent
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| Jun Gon Kim, Director | | |
Blakes Vancouver Services Inc. c/o Blake, Cassels & Graydon LLP Suite 2600 - 595 Burrard Street, Vancouver, British Columbia, V7X 1L3, Canada |
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Exhibit
Number |
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Description
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8
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4.9
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5.1*
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Consent of KPMG LLP
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5.2*
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Consent of PricewaterhouseCoopers LLP
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5.3*
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| | Consent of SLR Consulting (Canada) Ltd., formerly Roscoe Postle Associates Inc. | |
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5.4*
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Consent of Richard E. Routledge, M.Sc., P.Geo.
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5.5*
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Consent of SRK Consulting (Canada) Inc.
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5.6*
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Consent of Mark Liskowich, P.Geo.
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5.7*
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Consent of Gordon Graham, P.Eng.
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5.8*
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Consent of EngComp Engineering & Computing Professionals Inc.
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5.9*
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Consent of Oy Leuangthong, Ph.D, P.Eng.
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5.10*
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Consent of Cliff Revering, P.Eng.
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5.11*
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Consent of G. David Keller, P.Geo.
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Exhibit
Number |
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Description
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5.12*
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Consent of SGS Canada Inc.
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5.13*
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Consent of Allan Armitage, Ph.D., P.Geo.
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5.14*
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Consent of GeoVector Management Inc.
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5.15*
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Consent of Alan Sexton, P.Geo.
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5.16*
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Consent of Errol Lawrence, P.Geo.
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5.17*
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Consent of Petrotek Corporation
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5.18*
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Consent of Geoff Wilkie, P.Eng.
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5.19*
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Consent of CANCOST Consulting Inc.
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5.20*
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Consent of Larry Smith, P.Eng.
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5.21*
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Consent of Lawrence, Devon, Smith & Associates Ltd.
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5.22*
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Consent of Chuck Edwards, P.Eng.
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5.23*
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Consent of Chuck Edwards Extractive Metallurgy Consulting
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5.24*
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Consent of Pamela Bennett, M.Sc.
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5.25*
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Consent of Bennett Environmental Consulting
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5.26*
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Consent of Dale Verran, M.Sc., Pr.Sci.Nat.
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5.27*
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Consent of Chad Sorba, P.Geo.
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6.1**
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7.1**
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DENISON MINES CORP. |
| |||
| | | | By: | | |
/s/ David D. Cates
Name: David D. Cates
Title: President and Chief Executive Officer |
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Signature
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Title
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/s/ David D. Cates
David D. Cates
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President, Chief Executive Officer and Director (principal executive officer) |
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/s/ Gabriel (Mac) McDonald
Gabriel (Mac) McDonald
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Executive Vice President and Chief Financial Officer (principal financial and accounting officer) |
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*
Ron F. Hochstein
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| | Chair of the Board | |
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*
W. Robert Dengler
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| | Director | |
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*
Brian D. Edgar
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| | Director | |
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*
Jun Gon Kim
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| | Director | |
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*
David Neuburger
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| | Director | |
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*
Jennifer Traub
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| | Director | |
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*
Patricia M. Volker
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| | Director | |
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PUGLISI & ASSOCIATES |
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| | | | By: | | |
/s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director |
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