SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Denison Mines Corporation
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
248356107
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 248356107
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Resolute Performance Fund
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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5 SOLE VOTING POWER
13,760,900(1)
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 13,760,900(1)
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 13,760,900(1)
WITH: -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
13,760,900(1)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,760,900(1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
Not Applicable.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%(2)
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12 TYPE OF REPORTING PERSON
IA(3)
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(1) Resolute Funds Limited is the Trustee and Manager of Resolute Performance
Fund and may be deemed to have sole voting and dispositive power over the
shares of the issuer's Common Shares.
(2) Based on 189,699,835 total Common Shares of the issuer as of September 30,
2007.
(3) Resolute Performance Fund is an open-ended investment trust established
under the laws of Ontario, Canada.
CUSIP No. 248356107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Resolute Funds Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
13,760,900(1)
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 13,760,900(1)
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 13,760,900(1)
WITH: -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
13,760,900(1)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,760,900(1)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
Not Applicable.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%(2)
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12 TYPE OF REPORTING PERSON
IA(3)
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(1) The shares are owned directly by Resolute Performance Fund. Resolute Funds
Limited is the Trustee and Manager of Resolute Performance Fund and may be
deemed to have sole voting and dispositive power over the shares of the
issuer's Common Shares.
(2) Based on 189,699,835 total Common Shares of the issuer as of September 30,
2007.
(3) Resolute Funds Limited is registered with the Ontario Securities
Commission as an Investment Counsel and Portfolio Manager.
Item 1(a) Name of Issuer:
Denison Mines Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
Atrium on Bay
595 Bay Street, Suite 402
Toronto, Ontario
Canada M5G 2C2
Item 2(a) Name of Persons Filing:
Resolute Performance Fund
Resolute Funds Limited, the manager and trustee of Resolute
Performance Fund, may be deemed to have sole power to vote and sole
power to dispose of shares of the issuer directly owned by Resolute
Performance Fund.
Item 2(b) Address of Principal Business Office of the Reporting Persons:
3080 Yonge Street, Suite 5000, Box 73
Toronto, Ontario
Canada M4N 3N1
Item 2(c) Citizenship:
Ontario, Canada
Item 2(d) Title of Class of Securities:
Common Shares
Item 2(e) CUSIP Number:
248356107
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
None of the above. Resolute Performance Fund is an open-ended investment trust
established under the laws of Ontario, Canada. Resolute Funds Limited is the
Trustee and Manager of the Fund. Units of the Fund are sold on a
prospectus-exempt basis in selected provinces of Canada to investors in amounts
of CDN $150,000 or more. Resolute Funds Limited is registered with the Ontario
Securities Commission as an Investment Counsel and Portfolio Manager.
Item 4. Ownership.
(a) Amount beneficially owned: 13,760,900 Common Shares
(b) Percent of class: 7.3% interest. The percentages used herein and in
the rest of Item 4 are calculated based upon 189,699,835 total
Common Shares issued and outstanding as of September 30, 2007.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 13,760,900
(ii) Shared power to vote or to direct the vote: 13,760,900
(iii) Sole power to dispose or to direct the disposition of:
13,760,900
(iv) Shared power to dispose or to direct the disposition of:
13,760,900
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 30, 2008 RESOLUTE PERFORMANCE FUND
By: /s/ Anna Goncharova
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Name: Anna Goncharova
Title: Chief Financial Officer of Resolute
Funds Limited, its Manager and Trustee
RESOLUTE FUNDS LIMITED
By: /s/ Anna Goncharova
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Name: Anna Goncharova
Title: Chief Financial Officer
EXHIBIT A
Joint Filing Agreement
The undersigned hereby agree that a single Schedule 13G (or any amendment
thereto) relating to the Common Stock of International Uranium Corporation shall
be filed on behalf of each of the undersigned. The undersigned hereby further
agree that this Agreement shall filed as an exhibit to such Schedule 13G. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: September 1, 2006 RESOLUTE PERFORMANCE FUND
By: /s/ Anna Goncharova
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Name: Anna Goncharova
Title: Chief Financial Officer of Resolute
Funds Limited, its Manager and Trustee
RESOLUTE FUNDS LIMITED
By: /s/ Anna Goncharova
----------------------------------------------
Name: Anna Goncharova
Title: Chief Financial Officer