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Message: Announces Proposed Strategic and Offtake Relationship With KEPCO

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Announces Proposed Strategic and Offtake Relationship With KEPCO

posted on Apr 14, 09 07:01AM

April 14, 2009

Denison Announces Proposed Strategic and Offtake Relationship With KEPCO and CDN$94.9 Million Equity Placement

TORONTO, ONTARIO--(Marketwire - April 14, 2009) -

FOR RELEASE ONLY IN CANADA

(Amounts are in US dollars except where otherwise indicated)

Denison Mines Corp. (TSX:DML)(NYSE Alternext US:DNN)(NYSE Amex:DNN.A) ("Denison" or the "Company") is pleased to announce that it has entered into a non-binding memorandum of understanding with Korea Electric Power Corporation ('KEPCO"). The agreement provides that KEPCO will execute a proposed off-take agreement to purchase 20% of Denison's U3O8 production and acquire by private placement approximately 58 million common shares of Denison representing 19.9% of the post-transaction shares outstanding for gross proceeds of CDN$75.4 million.

The terms of the proposed agreement also stipulate that entities nominated by or affiliated with Denison's chairman, Lukas Lundin, will acquire approximately 15 million common shares for additional gross proceeds of CDN$19.5 million.

The share placement issue price of CDN$1.30 per share represents a 15% premium to the 30-day moving average price prior to the execution of the memorandum. The offering may be completed by way of a combination of a private placement or through a public offering of common shares qualified through a prospectus. Proceeds will be used to reduce bank debt and to advance development projects.

The off-take agreement will provide for deliveries commencing in 2010 with minimum deliveries of 510,000 to 690,000 pounds of U3O8 per year from 2010 to 2015. The purchase price per pound of the U3O8 will be on industry standard terms.

KEPCO has the right to appoint two directors to Denison's board of directors and a right of first offer to acquire up to 20% of any assets Denison acquires with a partner or sells.

These transactions are subject to the completion of due diligence by KEPCO, execution and delivery of definitive agreements on or before June 15, 2009 and receipt of certain regulatory approvals including Toronto Stock Exchange and NYSE Amex approval.

Denison has retained Cormark Securities as its financial advisor for the purposes of assisting it in completing this and other potential transactions and KEPCO was advised by RD Capital of Kelowna with respect to the memorandum of understanding.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

About Denison

Denison Mines Corp. is a premier intermediate uranium producer in North America, with mining assets in the Athabasca Basin region of Saskatchewan, Canada and the southwest United States including Colorado, Utah, and Arizona. Further, the Company has ownership interests in two of the four conventional uranium mills operating in North America today. Denison also has a strong exploration and development portfolio with large land positions in the United States, Canada, Mongolia and Zambia.