Denison Mines Prices $300M Convertible Notes With 35% Premium to Fund Uranium Projects

Denison Mines Corp. (TSX:DML)(NYSE:DNN) ("Denison" or the "Company") announces that, on August 12, 2025, it upsized and priced its previously announced offering of convertible senior unsecured notes due 2031 (the "Notes") for an aggregate principal amount of US$300 million (the "Offering"). The Company has granted the initial purchasers of the Notes an option for a period of 13 days, beginning on, and including the date on which the Notes are first issued, to purchase up to an additional US$45 million aggregate principal amount of Notes. PDF Version

The Notes will bear cash interest semi-annually at a rate of 4.25% per annum. The initial conversion rate for the Notes will be 342.9355 common shares of Denison ("Shares") per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$2.92 per Share. The initial conversion rate represents a premium of approximately 35% relative to the closing sale price of the Shares on August 12, 2025 and is subject to adjustment in certain events. The Notes will be convertible into Shares, cash or a combination of Shares and cash, at the Company's election.

Denison will have the right to redeem the Notes in certain circumstances and holders will have the right to require Denison to repurchase their Notes upon the occurrence of certain events.

The Offering is expected to close, subject to customary closing conditions, on or about August 15, 2025.

The Company intends to use the net proceeds from the Offering for expenditures to support the evaluation and development of the Company's uranium development projects, including the Wheeler River Uranium Project and general corporate purposes. Additionally, the Company intends to pay the purchase price of approximately US$30.75 million (or approximately US$35.36 million if the initial purchasers fully exercise their option to purchase additional Notes) for the capped call transactions described below with a portion of the net proceeds from the Offering or from existing cash on hand.

In connection with the pricing of the Notes, Denison has entered into privately negotiated cash-settled capped call transactions with one or more of the initial purchasers of the Notes, their respective affiliates and/or other financial institutions (the "capped call counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of Shares that will initially underlie the Notes, assuming the initial purchasers do not exercise their option to purchase additional Notes. The cap price of the capped call transactions is initially US$4.32 per Share representing a premium of 100% above the last reported sale price of US$2.16 per Share on August 12, 2025 and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce potential economic dilution upon conversion of the Notes and/or offset any cash payments that Denison could be required to make in excess of the principal amount of any converted Notes upon conversion thereof, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional Notes, Denison expects to use the net proceeds from the sale of additional Notes for general corporate purposes and additionally, the Company intends to use the net proceeds from the sale of the additional Notes or existing cash on hand to fund the cost of entering into additional capped call transactions with the capped call counterparties.