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Denison Completes US$55 Million Offering to Fund Long-Lead Procurement for Phoenix ISR Project

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51222531.4

Denison Mines Corp. 

1100 – 40 University Ave 

Toronto, ON  M5J 1T1 

www.denisonmines.com 

PRESS RELEASE

Denison Completes US$55 Million Offering

to Fund Long-Lead Procurement for Phoenix ISR Project

Toronto, ON – October 16, 2023. Denison Mines Corp. (“Denison” or the “Company”) (DML: TSX, DNN:

NYSE American) is pleased to announ ce that today it has closed t he previously anno unced bought deal

public offering of common shares (the “Offering”), resulting in the issuance of 37 million shares, at a price of

US$1.49 per share, for total gross proceeds of US$55.13 million.

The Offering was completed through a syndicate of underwriters led by Cantor Fitzgerald Canada

Corporation, as sole bookrunner and lead underwriter , together with Canaccord Genuity Corp., Haywood

Securities Inc., Raymond James Ltd., BMO Nesbitt Burns Inc., Scotia Capital Inc., Cormark Securities Inc.

and SCP Resource Finance LP pursuant to an unde rwriting agreement between Denison and the

underwriters dated October 11, 2023.

Denison intends to use the net proceeds from the Offering to fund (1) the advancement of the proposed

Phoenix in-situ recovery uranium mining operation (the “Phoenix Project”) through the procurement of long

lead items (including associated engineering, testin g and design) identified during the ongoing Front End

Engineering Design process and the Phoenix Feasibility Study; (2) exploration and evaluation expenditures;

and (3) general corporate and administrative expenses, including those in support of corporate development

activities, and working capital requirements.

Based upon preliminary budgets and plans, Denison expects the funds, taken together with existing financial

resources including those from prior prospectus financings, will be sufficient to advance the Phoenix Project

to a final investment decision and into the project ex ecution phase. Denison further expects to be able to

fund operations during this period while maintaining a large portion of its current physical uranium holdings,

which are planned to be utilized in the future in connection with financing the continued advancement and/or

construction of the Phoenix Project.

The Common Shares were qualified for issuance purs uant to a prospectus supplement (the “Prospectus

Supplement”) to the Company's existing Canadian shor t form base shelf prospectus (the “Base Shelf

Prospectus”) and U.S. registrati on statement on Form F-10, as amended (File No. 333-258939) (the

“Registration Statement”), each dat ed September 16, 2021. The Regist ration Statement was declared

effective by the United States Securities and Exc hange Commission (the “SEC”) on September 17, 2021.

The Prospectus Supplement has been filed with the se curities commissions in each of the provinces and

territories of Canada, except Quebec, and with the SEC. The Canadian Prospectus Supplement is available

on the SEDAR+ website maintained by the Canadian Securities Administrators at www.sedarplus.ca. The

U.S. Prospectus Supplement (together with the related U.S. Base Shelf Prospectus) is available on the SEC’s

website at www.sec.gov. Alternatively, the Prospectus Suppl ement may be obtained upon request by

contacting the Company or Cantor Fitzgerald Canada Corporation in Canada, attention: Equity Capital

Markets, 181 University Avenue, Suite 1500, Toront o, ON, M5H 3M7, email: [email protected] or

Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 499 Park Avenue, 6th Floor, New York, New York,

10022 or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities,

nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale

would be unlawful prior to the registration or qua lification under the securities laws of any such

jurisdiction. The securities being offered have not been approved or disapproved by any regulatory

authority, nor has any such authority passed upon by the accuracy or adequacy of the Prospectus

Supplement, the Base Shelf Prospectus or the Registration Statement.

About Wheeler River

Wheeler River is the largest undeveloped uranium projec t in the infrastructure-rich eastern portion of the

Athabasca Basin region, in northern Saskatchewan. T he project is host to the high-grade Phoenix and

Gryphon uranium deposits, discovered by Denison in 2008 and 2014, respectively, and is a joint venture

between Denison (90% and operator) and JCU (Canada) Exploration Company Limited (10%). In August

2023, Denison filed a technical report summarizing the results of (i) the feasibility study completed for In-Situ

Recovery (‘ISR’) mining of the high-grade Phoenix uranium deposit and (ii) a cost update to the 2018 Pre-

Feasibility Study for conventional underground mining of the basement-hosted Gryphon uranium deposit.

Based on the respective studies, both deposits have t he potential to be competitive with the lowest cost

uranium mining operations in the world. Permitting efforts for the planned Phoenix ISR operation commenced

in 2019 and have advanced significantly, with licensing in progress and a draft Environmental Impact

Statement submitted for regulatory and public review in October 2022. More information is available in the

technical report titled “NI 43-101 Technical Report on the Wheeler River Project Athabasca Basin,

Saskatchewan, Canada” dated August 8, 2023 with an effective date of June 23, 2023, a copy of which is

available on Denison's website and under its prof ile on SEDAR+ at www.sedarplus.ca and on EDGAR at

www.sec.gov.

About Denison

Denison is a uranium exploration and development company with interests focused in the Athabasca Basin

region of northern Saskatchewan, Canada. In addition to the Company’s effective 95% interest in its flagship

Wheeler River Uranium Project, Denison’s interests in Saskatchewan include a 22.5% ownership interest in

the McClean Lake Joint Venture, which comprises several uranium deposits and the McClean Lake uranium

mill that is contracted to proces s the ore from the Cigar Lake mine under a toll milling agreement, plus a

25.17% interest in the Midwest Main and Midwest A deposits and a 67.41% interest in the Tthe Heldeth Túé

(“THT”) and Huskie deposits on the Waterbury Lake property. The Midwest Main, Midwest A, THT and Huskie

deposits are located within 20 kilometres of the McClean Lake mill.

Through its 50% ownership of JCU, Denison holds additi onal interests in various uranium project joint

ventures in Canada, including the Millennium project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%)

and Christie Lake (JCU, 34.4508%).

Denison’s exploration portfolio includes further intere sts in properties covering ~285,000 hectares in the

Athabasca Basin region.

For more information, please contact

David Cates (416) 979-1991 ext. 362

President and Chief Executive Officer

Follow Denison on Twitter @DenisonMinesCo

Cautionary Statement Regarding Forward-Looking Statements

Certain information contained in this news release constitutes ‘forward-looking information’, within the meaning of the applicable United

States and Canadian legislation concerning the business, operati ons and financial performance and condition of Denison. General ly,

these forward-looking statements can be identif ied by the use of forward-looking termi nology such as ‘plans’, ‘expects’, ‘budget’,

‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or the negatives and/or variations of such word s and phrases,

or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘occur’, ‘be achieved’ or ‘has the potential

to’.

In particular, this news release contains forward-looking information pertaining to: t he use of proceeds from sales from the Of fering,

including expectations with respect to the advancement of the Phoenix Project and an investment decision on the Phoenix Project; and

Denison’s expectations regarding its joint venture ownership interests and the continuity of its agreements with third parties.

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and

they are subject to known and unknown risks, uncertainties and other factors that may c ause the actual results, level of activi ty,

performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements.

For example, Denison may decide or otherwise be required to suspend its evaluation or other project activities if it is unable to maintain

or otherwise secure the necessary approvals or resources (such as testing facilities, capital funding, etc.), which could have a material

impact on the Company’s intended use of proceeds of the Offering and other objectives stated in this press release. Denison bel ieves

that the expectations reflected in this forward-looking information are reasonable and no assurance can be given that these expectations

will prove to be accurate and results may differ materially from those anticipated in this forward-looking information. For a discussion in

respect of risks and other factors that could influence forward-looking events, please refer to the factors discussed in Denison’s Annual

Information Form dated March 27, 2023 under the heading “Risk Factors”. These factors are not, and should not be construed as being

exhaustive.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking information contained in this

news release is expressly qualified by this cautionary statement. Any forward-looki ng information and the assumptions made with

respect thereto speaks only as of the date of this news release. Denison does not undertake any obligation to publicly update or revise

any forward-looking information after the date of this news releas e to conform such information to actual results or to changes in

Denison's expectations except as otherwise required by applicable legislation.