Denison Mines Corp. (TSX:DML) entered into a binding agreement to acquire a 50% stake in JCU (Canada) Exploration Company, Limited from UEX Corporation (TSX:UEX) for CAD 20.5 million on June 15, 2021. Consideration will be paid in cash. In a related transaction, UEX Corporation entered into an amended purchase agreement to acquire 100% ownership of JCU (Canada) Exploration Company, Limited from Overseas Uranium Resources Development Co., Ltd. (OURD) for CAD 41 million on June 14, 2021. Under the agreement Denison agrees to provide UEX with an interest-free three-month term loan of up to CAD 41 million (the “Term Loan”) to facilitate UEX's payment of the CAD 41 million purchase price to OURD for the purchase of 100% of the shares of JCU pursuant to the OURD Agreement. CAD 20.5 million of the amount drawn under the Term Loan will be deemed repaid to Denison by UEX on the transfer of 50% of the JCU shares to Denison immediately following the closing of the OURD Agreement and the acquisition of the JCU shares by UEX. UEX may extend the Term Loan by an additional three months, in which case interest will be charged at a rate of 4% from the date of the initial advance under the Term Loan until maturity. All of the shares of JCU owned by UEX will be held by Denison as security against the Term Loan pursuant to a pledge agreement until the Term Loan is repaid in full. The Term Loan is subject to certain customary terms and conditions and contains standard events of default that protect Denison. UEX will be the manager of JCU as long as Denison does not own more than 50% of the shares of JCU. Denison and UEX agree to enter into a shareholders' agreement governing the relationship of Denison and UEX with respect to the future management of JCU (“Shareholders' Agreement”). The Shareholders' Agreement shall include various provisions regarding future funding and dilution, as well as resolution of deadlock situations and protections of minority interests in relation to specific business matters that will require 66.67% or unanimous support from then JCU shareholders. The Agreement is subject to certain conditions precedent, including the completion of the acquisition of the JCU shares by UEX, pursuant to the OURD Agreement. Should the OURD Agreement be terminated, each of Denison and UEX have agreed to provide the other party with the opportunity to participate on a 50/50 basis in subsequent offers made in relation to an alternative acquisition of JCU. UEX and Denison have certain termination rights, including those in favour of Denison if the OURD Agreement is not completed by September 30, 2021.

Haywood Securities Inc. and RCI Capital Group Inc. acted as financial advisor and Blake, Cassels & Graydon LLP acted as legal advisor to Denison Mines Corp. Sprott Capital Partners LP acted as financial advisor and Koffman Kalef LLP acted as legal advisor to UEX Corporation.

Denison Mines Corp. (TSX:DML) completed the acquisition of 50% stake in JCU (Canada) Exploration Company, Limited from UEX Corporation (TSX:UEX) on August 3, 2021.