Denison Delivers Further Acquisition Proposal to UEX
Denison Mines Corp.
1100 – 40 University Ave
Toronto, ON M5J 1T1
www.denisonmines.com
PRESS RELEASE
Denison Delivers Further Acquisition Proposal to UEX
Toronto, ON – August 9, 2022 – Denison Mines Corp. (“Denison” or the “Company”) (TSX: DML, NYSE
American: DNN) has made a further proposal (an “Acqui sition Proposal”) to acquire all of the issued and
outstanding shares of UEX Corporat ion (“UEX”). Under the terms of the Acquisition Proposal, UEX
shareholders would receive 0.32 shares of Deniso n in exchange for each share of UEX held, which
represents an implied purchase price of $0.51 per UEX s hare, on a spot basis, as of the market close on
August 8, 2022.
Denison's Acquisition Proposal represents a 7% premium to the price implied by the amended arrangement
agreement between UEX and Uranium Energy Corp. (“UEC”) dated August 5, 2022 (the “Amended UEC
Agreement”) based on the one-day volume weighted average price on August 8, 2022, and a 9% premium
to the 20-day volume weighted average price implied by the Amended UEC Agreement.
David Cates, President & CE O of Denison, commented: “Following the expiration of our previous
acquisition proposal, which equated to a premium over the Amended UEC Agreement on a 10- and
20-day volume weighted average price basis, and after internal discussions, including with our legal
and financial advisors, Denison decided to make a further premium acquisition proposal to UEX.
The success of this offer is subject to the board of UEX determining that it is superior to the
Amended UEC Agreement and is also subject to UE C’s five-day right to match. We note that on
August 5th, UEC increased its offer in response to Denison’s superior acquisition proposal of July
22nd, and that the UEX board of directors concluded that the amended terms offered by UEC
constituted a matching offer – despite the fact it implied a lower UEX price from the perspective of
premiums over normalized trading periods.
In making this further offer, we recognize that UEC remains in the ‘driver’s seat’ through its right to
match, and that our offer may not ultimately prevail.
That said, we believe that the UEX assets are so complementary to our own portfolio and Athabasca
Basin specialization that it would be short-sighted not to afford another opportunity for both
Denison and UEX shareholders to prosper from this combination.”
In order for the UEX board of directors to consider if the Acquisition Proposal constitutes a “Superior
Proposal” under the Amended UEC Agreement, UEX announced that it has postponed the special meeting
of UEX securityholders, originally scheduled for August 9, 2022, to August 15, 2022.
Denison’s Acquisition Proposal is conditional on UEX terminating the Amended UEC Agreement, which will
require the UEX board of directors to assess (i) t he Acquisition Proposal to be a “Superior Proposal” and
(ii) that UEC has failed to match in accordance with the terms of the Amended UEC Agreement.
UEX has been provided with a set of definitive documents to give effect to the Acquisition Proposal on a
binding basis, and the parties would be in a position to complete the transaction without undue delay. After
UEX determined that Denison’s prior offer of July 22, 2022 constituted a “Superior Proposal” (as defined in
the Amended UEC Agreement), UEX and Denison negotia ted and settled the terms of the necessary
agreements. Additionally, the definitive documents hav e already been approved by the Denison board of
directors.
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As outlined previously, an acquisition of UEX by Denison has the potential to yield multiple benefits:
Consolidation of 100% ownership of Wheeler River – Wheeler River is host to the high-grade
Phoenix and Gryphon uranium deposits and repres ents the largest undeveloped uranium project in
the infrastructure-rich eastern portion of the At habasca Basin region. The Company is actively
advancing the Phoenix deposit, which is proposed as a low-cost ISR mining operation, through the
environmental assessment and feasibility study processes. The results from the Pre-Feasibility Study
completed for Wheeler River suggest that Phoenix has the potential to be one of the lowest cost
uranium mining operations in the world. Deniso n currently has an effective 95% interest in
Wheeler River.
Consolidation of 100% ownership of JCU (Can ada) Exploration Company, Limited (“JCU”) –
JCU holds a portfolio of twelve uranium project joint venture interests in Canada, including a 30.099%
interest in the Millennium project (Cameco Corporation 69.901%), a 33.8118% interest in the Kiggavik
project (Orano Canada Inc. 66.1882%), and a 34.4508% interest in the Christie Lake project (UEX
65.5492%). Denison currently has a 50% ownership interest in JCU.
Project portfolio suited to Denison’s abundant in-house expertise – Denison has a Saskatoon-
based technical team with abundant in-house expe rtise in the areas of exploration, project
development, engineering, metallurgy, mining, plant operations, permitting and regulatory affairs, that
is well suited to extract the maximum value possible, for our shareholders, from uranium exploration
or development assets situated in the Athabasca Basin region.
While Denison is prepared to move ahead with the Acquisition Proposal on an expedited basis, UEC retains
its right to match under the Amended UEC Agreement and there can be no assurance that a definitive
agreement or any other agreement relating to the Acquisition Proposal will be entered into by UEX or that
the Acquisition Proposal, and any transactions relat ed thereto or any other similar transaction, will be
approved or consummated by the board or sharehol ders of UEX. The Company does not undertake any
obligation to provide any updates with respect to this or any other transaction, except as required under
applicable law.
About Denison
Denison is a uranium exploration and development company with interests focused in the Athabasca Basin
region of northern Saskatchewan, Canada. The Compan y has an effective 95% interest in its flagship
Wheeler River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich
eastern portion of the At habasca Basin region of northern Saska tchewan. A Pre-Feasibility Study was
completed for Wheeler River in late 2018, considering the potential economic merit of developing Phoenix
as an ISR operation and the Gryphon deposit as a conventional underground mining operation.
Denison's interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake Joint
Venture, which includes several uranium deposits and the McClean Lake uranium mill, which is contracted
to process 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 67.01% interest in the Tthe Heldeth Túé ('THT’, formerly J
Zone) 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. Denison's exploration portfolio includes
further interests in properties covering approximately 300,000 hectares in the Athabasca Basin region.
Through its 50% ownership of JCU, Denison holds additional interests in various uranium project joint
ventures in Canada, including the Millennium pr oject (JCU, 30.099%), the Kiggavik project (JCU,
33.8118%) and Christie Lake (JCU, 34.4508%).
Denison is also engaged in post-closure mine care and maintenance services through its Closed Mines
group (formerly Denison Environmental Services), wh ich manages Denison’s reclaimed mine sites in the
Elliot Lake region and provides related services to certain third-party projects.
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For more information, please contact
David Cates (416) 979-1991 ext 362
President and Chief Executive Officer
Mac McDonald (416) 979-1991 ext 242
Executive Vice President and Chief Financial 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, operations and financial performance and condition of Denison.
Generally, these forward-looking statements c an be identified by the use of forward-look ing terminology such as ‘plans’, ‘expects’,
‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or the negatives and/or variations of such words 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 the following: the existence and terms of t he
Acquisition Proposal, including t he conditions and other rights and obligations of the parties and any potential benefits of su ch a
transaction; UEX’s announcement of the postponement of its shareholder meeting and the anticipated date thereof; expectations with
respect to the terms of the Amended UEC Agreement and the par ties’ rights and obligations thereunder; and expectations regarding
its joint venture ownership interests and the continuity of its agreements with its partners.
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 expre ssed or implied by such forward-looking
statements. For example, the conditions to the transactions may not be satisfied or the parties may negotiate terms materially different
than disclosed herein. Denison believes that the expectations reflected in this fo rward-looking information are reasonable and no
assurance can be given that these expectati ons will prove to be accurate and results ma y differ materially from those anticipat ed in
this forward-looking information. For a discussion in respect of risks and other factor s that could influence forward-looking e vents,
please refer to the factors discussed in the Annual Informat ion Form dated March 25, 2022 under the heading “Risk Factors”. These
factors are not, and should not be construed as being exhaustive.
Accordingly, readers should not place undue re liance on forward-looking statements. The forward-looking information contained i n
this news release is expressly qualified by this cautionary statement. Any forward-looking 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 rel ease to conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable legislation.