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Denison Announces US$55 Million Bought Deal Offering

Press Release

TORONTO, Oct. 10, 2023- Denison Mines Corp. (“Denison” or the “Company”) (TSX: DML) (NYSE American: DNN) is pleased to announce that it has entered into an agreement with Cantor Fitzgerald Canada Corporation, as sole book-runner and lead underwriter, on its own behalf and on behalf of a syndicate of underwriters (collectively, the “Underwriters”), under which the Underwriters have agreed to purchase, on a bought deal basis, 37 million shares of the Company at US$1.49 per share (the “Issue Price”) for aggregate gross proceeds of approximately US$55.13 million (the “Offering”). View PDF version

In addition, Denison has agreed to grant to the Underwriters an over-allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, at the sole discretion of the Underwriters to purchase up to an additional 5.55 million shares of the Company at the Issue Price until October 16, 2023 for potential additional gross proceeds to Denison of up to approximately US$8.27 million.

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 at Denison’s Wheeler River Project (the “Phoenix Project”) through the procurement of long lead items (including associated engineering, testing 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 execution phase. Denison further expects to be able to fund operations during this period while maintaining a large portion of its current physical uranium holdings, to be utilized in the future in connection with financing the continued advancement and/or construction of the Phoenix Project.

Denison will pay to the Underwriters a cash commission equal to 4.75% of the gross proceeds of the Offering, including any proceeds received from the exercise of the Over-Allotment Option.

The Offering will be made by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s existing Canadian short form base shelf prospectus (the “Base Shelf Prospectus”) and U.S. registration statement on Form F-10, as amended (File No. 333-258939) (the “Registration Statement”), each dated September 16, 2021. The Registration Statement was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 17, 2021. The Prospectus Supplement has been filed with the securities 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 Supplement 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, Toronto, ON, M5H 3M7, email: ecmcanada@cantor.com or Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 499 Park Avenue, 6th Floor, New York, New York, 10022 or by email at prospectus@cantor.com.

The Offering is expected to close on or about October 16, 2023, subject to the satisfaction of certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the NYSE American.

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