Exhibit 99.1
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Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
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PRESS
RELEASE
Denison
Announces Option of Non-Core Exploration Projects to
Foremost
for up to $30
Million in Combined Consideration
Toronto, ON – September
24, 2024. Denison Mines Corp. (“Denison” or the “Company”) (TSX: DML; NYSE American: DNN) is pleased
to announce that is has executed an option agreement (the
“Option
Agreement”) with a Nasdaq
listed company to be renamed Foremost Clean Energy Ltd
(“Foremost”) (NASDAQ:FMST) (CSE:FAT), which grants Foremost an option to acquire up
to 70% of Denison’s interest in 10 uranium exploration
properties (collectively, the “Transaction”). Pursuant to the Transaction, Foremost
would acquire such total interests upon completion of a combination
of direct payments to Denison and funding of exploration
expenditures with an aggregate value of up to approximately $30
million.
David Cates, President & CEO of Denison,
commented, “Denison is
pleased to work with Foremost to enhance the potential for
discovery on an excellent portfolio of uranium exploration
properties that would otherwise receive little attention from
Denison with our current focus on development and mining stage
projects. We are impressed with Foremost’s leadership team
and technical capabilities and are excited to see high-potential
exploration work being carried out on these properties in the
coming years.
The Transaction is structured to incentivize exploration activity,
with Foremost required to invest a minimum of $8 million in
exploration expenditures to retain any interests in the properties
and $20 million in exploration expenditures to fully exercise the
option.”
Key Transaction Highlights:
●
Collaboration
with Foremost is expected to increase exploration activity on a
portfolio of non-core Denison properties with the potential to
increase the probability of discovery within Denison’s vast
Athabasca Basin exploration portfolio
●
Denison to
receive meaningful consideration in the form of an upfront payment
in Foremost common shares (representing ~19.95% ownership interest
in Foremost post transaction), cash or common share milestone
payments, and up to $20 million in project exploration
expenditures
●
Denison
retains direct interests in the optioned exploration properties and
will become Foremost’s largest shareholder, while also
securing certain strategic pre-emptive rights to participate in
future exploration success from the optioned
properties
Exploration Properties subject to the Option Agreement
The 10-project portfolio subject to the Option
Agreement (the “Exploration
Properties”) consists of
the following properties: Murphy Lake South, Hatchet Lake, Turkey
Lake, Torwalt Lake, Marten, Wolverine, Epp Lake, Blackwing, GR and
CLK. See Figure 1 for the location of the optioned
properties. Denison currently has 100% ownership in all of
the properties except for Hatchet Lake, which is subject to a joint
venture agreement with Eros Resources Corp., with Denison currently
holding a 70.15% ownership interest.
Collaboration between Denison and Foremost
Foremost
is expected to act as project operator during the term of the
Option Agreement; however, Denison expects to leverage its
significant team of technical experts based in its office in
Saskatoon, Saskatchewan to support Foremost as it transitions to
uranium exploration. Upon completion of Phase 1 of the Option
Agreement, Denison will be the largest shareholder of Foremost,
holding ~19.95% of the issued and outstanding shares of Foremost
and will retain a significant direct ownership interest in the
Exploration Properties. Additionally, David Cates, President and
CEO of Denison, is expected to join Foremost’s Board of
Directors.
Key Terms of the Transaction
Under the terms
of the Option Agreement, Foremost may acquire up to 70% of
Denison’s interest in the Exploration Properties. In the case
of Hatchet Lake, Foremost may earn up to a 51% interest in the
Hatchet Lake joint venture, representing slightly over 70% of
Denison’s current ownership interest.
The Option
Agreement contains three (3) phases, as summarized
below:
Phase
1
To earn an
initial 20% interest in the Exploration Properties (14.03% for
Hatchet Lake), on or before October 7, 2024 (the “Effective
Date”), Foremost must:
●
Issue
1,369,810 common shares to Denison;
●
Appoint a
Technical Advisor to Foremost at Denison’s election;
and
●
Enter into an
Investor Rights Agreement providing for, among other things: the
appointment by Denison of up to two (2) individuals to the board of
directors of Foremost; and a pre-emptive equity participation right
for Denison to maintain a 19.95% equity interest in
Foremost.
Phase 2
To earn an
additional 31% interest in the Exploration Properties (21.75% for
Hatchet Lake), on or before the date 36 months following the
Effective Date, Foremost must:
●
Pay Denison
$2,000,000 in cash or common shares or a combination thereof, at
the discretion of Foremost; and
●
Incur
$8,000,000 in exploration expenditures on the Exploration
Properties.
If
the conditions of Phase 2 are not satisfied, Foremost shall forfeit
the entirety of its interests in and rights to the Exploration
Properties.
Phase
3
To earn an
additional 19% interest in the Exploration Properties (15.22% for
Hatchet Lake), on or before the date 36 months following the
successful completion of Phase 2, Foremost must:
●
Pay Denison a
further $2,500,000 in cash or common shares or a combination
thereof, at the discretion of Foremost; and
●
Incur a
further $12,000,00 in exploration expenditures on the Exploration
Properties.
If
the conditions of Phase 3 are not satisfied, Foremost shall forfeit
a portion of its interests in and rights to the Exploration
Properties such that Denison’s interests in each of the
Exploration Properties will be increased to 51% and operatorship
shall revert to Denison.
Upon completion
of either Phase 2 or Phase 3 (as applicable) of the Option
Agreement, the parties will enter into a joint venture agreement in
respect of each of the Exploration Properties.
About Denison
Denison is a uranium mining, exploration and development company
with interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. The Company has an effective 95% interest in
its flagship 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. In
mid-2023, a feasibility study was completed for the Phoenix
deposit as an in-situ recovery (“ISR”) mining
operation, and an update to the previously prepared 2018
Pre-Feasibility Study was completed for Wheeler River's Gryphon
deposit as a conventional underground mining operation. Based on
the respective studies, both deposits have the potential to be
competitive with the lowest cost uranium mining operations in the
world. Permitting efforts for the planned Phoenix ISR operation
commenced in 2019 and have advanced significantly, with licensing
in progress and a draft Environmental Impact Study (“EIS")
submitted for regulatory and public review in October
2022.
Denison's interests in Saskatchewan also include a 22.5% ownership
interest in the McClean Lake Joint Venture (“MLJV”),
which includes unmined uranium deposits (planned for extraction via
the MLJV's SABRE mining method starting in 2025) and the McClean
Lake uranium mill (currently utilizing a portion of its licensed
capacity to process the ore from the Cigar Lake mine under a toll
milling agreement), plus a 25.17% interest in the MWJV’s
Midwest Main and Midwest A deposits, and a 69.44% interest in the
Tthe Heldeth Túé (”THT”) and Huskie deposits
on the Waterbury Lake Property. The Midwest Main, Midwest A, THT
and Huskie deposits are located within 20 kilometres of the McClean
Lake mill. Taken together, Denison has direct ownership interests
in properties covering ~384,000 hectares in the Athabasca Basin
region.
Additionally, through its 50% ownership of JCU (Canada) Exploration
Company, Limited (“JCU”), Denison holds additional
interests in various uranium project joint ventures in Canada,
including the Millennium project (JCU, 30.099%), the Kiggavik
project (JCU, 33.8118%), and Christie Lake (JCU,
34.4508%).
In 2024, Denison is celebrating its 70th year in uranium mining,
exploration, and development, which began in 1954 with
Denison’s first acquisition of mining claims in the Elliot
Lake region of northern Ontario.
For more information, please contact
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David Cates
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(416) 979-1991 ext.
362
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President and Chief Executive
Officer
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Geoff Smith
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(416) 979-1991 ext.
358
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Vice President Corporate
Development & Commercial
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Follow Denison on X (formerly
Twitter)
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@DenisonMinesCo
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About Foremost
Foremost is currently named
Foremost Lithium Resource & Technology Ltd. (NASDAQ: FMST)
(CSE: FAT) (FSE: F0R0) (WKN: A3DCC8) and intends to change its name
to Foremost Clean Energy Ltd. in connection with the
Transaction. Assuming the effectiveness of
the Transaction, Foremost will be an emerging North American
uranium exploration company with interests in 10 prospective
properties spanning over 330,000 acres in the prolific,
uranium-rich Athabasca Basin. As global demand for decarbonization
accelerates, the need for nuclear power is crucial. Foremost
expects to be positioned to capitalize on the growing demand for
uranium through discovery in a top jurisdiction with the objective
to support the world’s energy transition goals. Alongside its
exploration partner Denison, Foremost will be committed to a
strategic and disciplined exploration strategy to identify
resources by testing drill–ready targets with identified
mineralization along strike of recent major
discoveries.
Foremost also maintains a secondary
portfolio of significant lithium projects at different stages of
development spanning over 50,000 acres across Manitoba and Quebec.
For further information please visit the company’s website
at www.foremostcleanenergy.com.
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
‘potential’, ‘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’ or
‘be achieved’.
In particular, this news release contains forward-looking
information pertaining to Denison's current intentions and
objectives with respect to, and commitments set forth in, the
Option Agreement and ancillary agreements and the expected benefits
thereof; the assumption that the transactions set forth in the
Option Agreement will be completed as described; the
Company’s exploration, development and expansion plans and
objectives for the Exploration Properties and other Company
projects; and expectations regarding its joint venture ownership
interests and the continuity of its agreements with its partners
and third parties.
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, level of activity, performance
or achievements of Denison to be materially different from those
expressed or implied by such forward-looking statements. For
example, the parties to the Option Agreement may not complete the
option phases as described and/or the exploration objective for the
Exploration Properties may not be achieved. In addition, Denison
may decide or otherwise be required to discontinue testing,
evaluation and other work on the Company’s other properties
if it is unable to maintain or otherwise secure the necessary
resources (such as testing facilities, capital funding, joint
venture approvals, regulatory approvals, etc.). Denison 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 results 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 28, 2024 under the heading ‘Risk Factors’ or in
subsequent quarterly financial reports. 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 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.
Figure 1: Detailed Map of Properties Subject to the Option
Agreement
