Denison Delivers Offer to Acquire 100% Ownership of Jcu (Canada) Exploration Company, Limited
Denison Mines Corp.
1100 – 40 University Ave
Toronto, ON M5J 1T1
www.denisonmines.com
PRESS RELEASE
DENISON DELIVERS OFFER TO ACQUIRE 100% OWNERSHIP OF
JCU (CANADA) EXPLORATION COMPANY, LIMITED
Toronto, ON – May 4, 2021. Denison Mines Corp. (“Denison” or the “Company”) (TSX : DML, NYSE
American: DNN) announces that it has delivered a binding offer (the “Denison Offer”) to Overseas Uranium
Resources Development Co., Ltd. (“OURD”) to acquire 100 % ownership of OURD's wholly -owned
subsidiary, JCU (Canada) Exploration Company, Limited (“JCU”).
JCU holds a portfolio of uranium project joint venture interests in Canada, including a 10% interest in
Denison’s 90% owned Wheeler River uranium project.
The Denison Offer includes the following features:
• Consideration including cash payments of up to CAD$40.5 million and the assumption of JCU's
existing liabilities (see below). The cash payments include a CAD$10.0 million refundable deposit
on signing of a definitive agreement, an additional CAD$ 28.0 million on closing, and a further
amount of up to CAD$2.5 million, which is expected to be paid within 45 days of the closing date
and is subject to adjustment based upon JCU's actual working capital on the closing date.
• Binding subject only to the completion of definitive documentation, regulatory approvals (if
applicable), and the termination of OURD’s existing definitive purchase agreement with UEX
Corporation (TSX: UEX) in accordance with its terms.
• No conditions for (i) due diligence on the assets of JCU, or (ii) obtaining the necessary financing to
fund the purchase price – as Denison already possesses sufficient cash to fully fund the acquisition.
• A commitment to OURD that JCU will be maintained as a corporate subsidiary in order for JCU to
meet its joint venture commitments.
• Assumption of JCU’s outstanding liabilities owed to the Japan Atomic Energy Agency.
If the Denison Offer is accepted by OURD, Denison understands that the transaction will be subject to
approval by OURD’s shareholders.
Denison welcomes the opportunity to build on its long history of partnership with OURD and JCU to effect
the acquisition of JCU , as presented in the Denison Offer, and bring significant additional benefit to the
shareholders of OURD.
About Denison
Denison is a uranium exploration and development company with interests focused in the Athabasca Basin
region of northern Saskatchewan, Canada. The Company's flagship project is the 90% owned Wheeler
River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich eastern
portion of the Athabasca Basin region of northern Saskatchewan. Denison's interests in Saskatchewan also
include a 22.5% ownership interest in the McClean Lake joint venture ("MLJV"), which includes several
uranium deposits and the McClean Lake uranium mill that 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 66.90% interest in the Tthe Heldeth Túé ("THT," formerly J Zone) and Huskie deposits on
the Waterbury Lake property. Each of Midwest Main, Midwest A, THT and Huskie are located within 20
kilometres of the McClean Lake mill.
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Denison is also engaged in mine decommissioning and environmental services through its Closed Mines
group (formerly Denison Environmental Services), which manages Denison's Elliot Lake reclamation
projects and provides post -closure mine care and maintenance services to a variety of industry and
government clients.
For more information, please contact
David Cates (416) 979-1991 ext 362
President and Chief Executive Officer
Sophia Shane (604) 689-7842
Investor Relations
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 can be identified by the use of forward- looking 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 terms of the Offer, including
anticipated conditions for the transaction; the acceptance of the Offer by OURD; Denison’s development and expansion plans and
objectives; 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 m ade, and
they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of acti vity,
performance or achievements of Denison to be materially different from those expressed or implied by such forward- looking
statements. For example, the Offer may not be accepted by OURD as presented or at all or the parties may negotiate terms materially
different than disclosed herein. Denison believes 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 i nfluence forward-
looking events, please refer to the factors discussed in the Annual Information Form dated March 26, 2021 under the heading “Risk
Factors”. These factors are not, and should not be construed as being exhaustive.
Accordingly, readers shoul d 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-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 release to conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable legislation.