Denison to Increase Its Interest IN the Wheeler River Uranium Project
Denison Mines Corp.
1100 – 40 University Ave
Toronto, ON M5J 1T1
www.denisonmines.com
@DenisonMinesCo
PRESS RELEASE
DENISON TO INCREASE ITS INTEREST IN
THE WHEELER RIVER URANIUM PROJECT
Toronto, ON – September 4, 2018 Denison Mines Corp. (“Denison” or the “Company”) (TSX: DML) (NYSE
American: DNN) is pleased to announce that it has e ntered into an agreement with Cameco Corp.
(“Cameco”) to increase its ownership in the Wheeler River Uranium Project (“Wheeler River” or the
“Project”) through the acquisition of Cameco’s minority interest in the Project (the “Transaction”).
Pursuant to the terms of the Transaction, and subje ct to certain rights of first refusal (“ROFR”) in favor of
JCU (Canada) Exploration Company Limited (“JCU”), Denison has agreed to acquire 100% of Cameco’s
interest (expected to be approximately 24% by the e nd of 2018) in the Wheeler River Joint Venture
(“Wheeler River JV”), in exchange for the issuance of 24,615,000 common shares of Denison (the
“Consideration Shares”) at a deemed price of $0.65 per share, for total consideration valued at
approximately $16 million (the “Purchase Price”). The acquisition of Cameco’s interest in the Wheele r
River JV will increase Denison’s interest in the Project to 90% (or approximately 86.84% if JCU exerci ses
its ROFR).
David Cates, President and CEO of Denison, commente d “We are pleased to have reached an
agreement with Cameco to acquire their remaining mi nority interest in Wheeler River. Denison,
Cameco and JCU have worked together, since 2004, to advance Wheeler River to the point of being
the largest undeveloped uranium project in the east ern Athabasca Basin. We believe this
transaction represents a unique opportunity to add to our existing controlling interest in the Project
and offer significant value accretion to Denison sh areholders.” Mr. Cates further added, “We are
eager to continue advancing the Project towards a development decision – with the next step being
the planned completion of a Pre-Feasibility Study before the end of the third quarter.”
Wheeler River is host to the Phoenix and Gryphon ur anium deposits, which are estimated to contain
combined Indicated Mineral Resources of 132.1 milli on pounds U 3O8 at an average grade of 3.3% U 3O8,
plus combined Inferred Mineral Resources of 3.0 mil lion pounds U 3O8 at an average grade of 1.7% U 3O8.
The Project is situated along the road and power li ne that runs between Cameco’s McArthur River mine
and Key Lake mill complex in northern Saskatchewan, and is a joint venture between Denison (63.3%,
increasing to approximately 66% by the end of 2018 under a previously announced earn-in agreement),
Cameco (26.7%, decreasing to approximately 24% by the end of 2018), and JCU (10%).
Restriction on Denison Shares
The Consideration Shares will be subject to a six m onth escrow period, during which time Cameco has
agreed to not, directly or indirectly, transfer any Consideration Shares without the prior written con sent of
Denison. The transfer of the Consideration Shares is also restricted for a further six month period, where
Denison retains the right, under certain circumstances, to designate a purchaser upon notice from Cameco
of the intent to transfer or sell all or a portion of the Consideration Shares. The issuance of the
Consideration Shares is subject to the receipt of r egulatory approvals from the TSX and NYSE American
stock exchanges.
Rights of First Refusal
Under the terms of the Wheeler River JV, JCU’s ROFR allows for JCU to purchase its proportional interest
of Cameco’s share of the Wheeler River JV alongside of Denison. Based on Denison’s expected ownership
interest of approximately 66%, and JCU’s ownership interest of 10%, JCU would have the right to purchase
approximately 13.16% of Cameco’s expected 24% interest in the Wheeler River JV.
The Transaction is not conditional on JCU waiving i ts ROFR. Accordingly, should JCU elect to exercise
the ROFR, the Purchase Price to be paid to Cameco b y Denison shall be reduced to approximately $13.9
million and Denison will own approximately 86.84% ( rather than 90%) of the Wheeler River JV on
completion of the Transaction.
Advisors & Counsel
Haywood Securities Inc. is acting as financial adviser to Denison in connection with the transaction, and
Blake, Cassels & Graydon LLP is acting as legal counsel to Denison.
About Wheeler River
Wheeler River is the largest undeveloped uranium pr oject in the infrastructure rich eastern portion of the
Athabasca Basin region, in northern Saskatchewan – including combined Indicated Mineral Resources of
132.1 million pounds U 3O8 at an average grade of 3.3% U 3O8, plus combined Inferred Mineral Resources
of 3.0 million pounds U3O8 at an average grade of 1.7% U3O8. The project is host to the high-grade Gryphon
and Phoenix uranium deposits (discovered by Denison in 2014 and 2008, respectively), and is a joint
venture between Denison (63.3% and operator), Cameco (26.7%), and JCU (10%).
A Pre-Feasibility Study ("PFS") was initiated for t he Wheeler River project in Q3'2016 and is expected to
be completed during Q3’2018. Prior to initiation of the PFS, a Preliminary Economic Assessment ("PEA")
was completed in 2016, which considered the potenti al economic merit of co-developing the high-grade
Gryphon and Phoenix deposits as a single undergroun d mining operation. The PEA returned a base case
pre-tax Internal Rate of Return ("IRR") of 20.4% ba sed on the then current long term contract price of
uranium (US$44.00 per pound U 3O8), and Denison's 60% share of estimated initial cap ital expenditures
("CAPEX") of CAD$336M (CAD$560M on 100% basis).
The PEA is preliminary in nature and includes infer red mineral resources that are considered too
speculative geologically to have the economic considerations applied to them to be categorized as mineral
reserves, and there is no certainty that the prelim inary economic assessment will be realized. Mineral
resources are not mineral reserves and do not have demonstrated economic viability.
In January, 2017, Denison entered into an agreement with its Wheeler River Joint Venture partners,
Cameco and JCU, to fund 75% of Joint Venture expens es in 2017 and 2018 (ordinarily 60%) in exchange
for an increase in Denison's interest in the projec t to up to approximately 66%. Under the terms of th e
agreement, Cameco will fund 50% of its ordinary 30% share in 2017 and 2018, and JCU is expected to
continue to fund its 10% interest in the project. P ursuant to the agreement, as at December 31, 2017,
Denison had increased its interest in the Wheeler River project from 60% to 63.3%.
Further details regarding the Wheeler River project are provided in the NI 43-101 Technical Report for the
Wheeler River project titled "Technical Report with an Updated Resource Estimate for the Wheeler River
Property, Northern Saskatchewan, Canada" dated Marc h 15, 2018 with an effective date of March 9,
2018. A copy of this report is available on Denis on's website and under its profile on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov/edgar.sht ml. Dale Verran, MSc, P.Geo, Pr.Sci.Nat.,
Denison's Vice President, Exploration, who is a Qua lified Person in accordance with the requirements o f
NI 43-101 has reviewed and approved the technical information contained in this release.
About Denison
Denison is a uranium exploration and development company with interests focused in the Athabasca Basin
region of northern Saskatchewan, Canada. In additio n to its 63.3% owned Wheeler River project, which
ranks as the largest undeveloped high-grade uranium project in the infrastructure rich eastern portion of
the Athabasca Basin region, Denison's Athabasca Basin exploration portfolio consists of numerous projects
covering approximately 321,000 hectares. Denison's interests in Athabasca Basin also include a 22.5%
ownership interest in the McClean Lake joint ventur e (“MLJV”), which includes several uranium deposits
and the McClean Lake uranium mill, which is current ly processing ore from the Cigar Lake mine under a
toll milling agreement, plus a 25.17% interest in the Midwest and Midwest A deposits, and a 65.45% interest
in the J Zone deposit and Huskie discovery on the W aterbury Lake property. Each of Midwest, Midwest A,
J Zone and Huskie are located within 20 kilometres of the McClean Lake mill.
Denison is also engaged in mine decommissioning and environmental services through its Denison
Environmental Services division and is the manager of Uranium Participation Corp., a publicly traded
company which invests in uranium oxide and uranium hexafluoride.
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 press release constitutes "forward-looking information", within the meaning of the United States
Private Securities Litigation Reform Act of 1995 an d similar Canadian legislation concerning the busin ess, operations and financial
performance and condition of Denison. Generally, th ese 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 press release c ontains forward-looking information
pertaining to the following: Denison’s percentage interest in its properties and its plans and agreements with its joint venture partners; the
proposed transaction with Cameco, including its ter ms, conditions, and likelihood and anticipated effe ct of its completion; effect of
completion; the interests of JCU and its rights under the terms of the Wheeler River JV; estimates of Denison's mineral resources and the
results of its PEA; and plans and objectives with respect to preparing a PFS to assess on a preliminary basis the potential for project
development. Statements relating to "mineral reserves" or "mineral resources" are deemed to be forward-looking information, as they
involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described
can be profitably produced in the future.
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 cause the actual results, performance or achievements
of Denison to be materially different from those ex pressed or implied by forward-looking statements. D enison believes that the
expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove
to be accurate and 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, 2018 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 press 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 press release. Denison does not undertake
any obligation to publicly update or revise any forward-looking information after the date of this press release to conform such information
to actual results or to changes in Denison's expectations except as otherwise required by applicable legislation .
Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Mineral Resources : This
press release may use the terms “measured”, “indicated” and “inferred” mineral resources. United States investors are advised that while
such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not
recognize them. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and as to their economic and legal
feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under
Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. United States
investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral
reserves. United States investors are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is
economically or legally mineable.