Denison Files Early Warning Report in Respect of Foremost Clean Energy Ltd.

Denison 70 Logo (CNW Group/Denison Mines Corp.)

Denison Mines Corp. (" Denison " or the " Company ") (TSX: DML) (NYSE American: DNN) announces that it has filed an early warning report, under National Instrument 62-103, in respect of its holdings in Foremost Clean Energy Ltd. (" Foremost ") (NASDAQ: FMST) (CSE: FAT).  On October 4, 2024 Denison acquired an aggregate of 1,369,810 common shares of Foremost (the " Foremost Shares ") pursuant to the option agreement dated September 23, 2024 (the " Option Agreement "), as consideration for Foremost's acquisition of an initial 20% of Denison's interest in 10 uranium exploration properties (the " Share Issuance "). View PDF version

Prior to the Share Issuance, Denison held no Foremost Shares. Immediately after giving effect to the Share Issuance, Denison had beneficial ownership of, or control and direction over, 1,369,810 Foremost Shares, representing approximately 19.95% of the issued and outstanding common shares of Foremost as of the date hereof.

Option Agreement

The Option Agreement provides Foremost with the option to acquire up to 70% of Denison's interest in 10 exploration properties (the " Exploration Properties ") over three earn-in phases (collectively, the " Transaction ").  Denison and Foremost have also entered into an investor rights agreement (the " Investor Rights Agreement ") providing for, among other things an increase to the size of the Foremost board of directors (the "Foremost Board") and the nomination by Denison of up to two individuals for election to the Foremost Board.  The key financial terms of the Transaction are outlined below.

Option
Phase

Portion of Denison's
Interest Earned in
Exploration Properties (1)

Cash or Stock Payment to
Denison (2)

Foremost Funded
Exploration Expenditures

1

20% (to total of 20%)

$5,876,000 (3)

Nil

2

31% (to total of 51%) (4)

$2,000,000

$8,000,000 over 36 months

3

19% (to total of ~70%) (5)

$2,500,000

$12,000,000 over 36 months

(1)

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, which is subject to an existing joint venture arrangement with a third party, Foremost may acquire up to a 51% interest in the Hatchet Lake joint venture, representing slightly over 70% of Denison's current ownership interest.

(2)

For the cash or stock payments due to Denison for Phase 2 or Phase 3, the payment may be made in the form of cash or Foremost Shares, at the discretion of Foremost.

(3)

Foremost issued 1,369,810 common shares to Denison on October 4, 2024.  Foremost's closing share price on the Canadian Securities Exchange on September 23, 2024 was $4.29, representing a total value of the issued shares of approximately $5,876,000. Prior to the Transaction Denison owned nil common shares of Foremost.

(4)

Cash or stock payment to Denison, and Foremost funded exploration expenditures to be completed within 36 months of the completion of Phase 1 of the Option Agreement. If the conditions of Phase 2 are not satisfied, Foremost shall forfeit the entirety of its interests in and rights to the Exploration Properties.

(5)

Cash or stock payment to Denison, and Foremost funded exploration expenditures to be completed within 36 months of the completion of Phase 2 of the Option Agreement. 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.

Completion of Phase 1

On October 4, 2024 , Foremost complied with the necessary conditions to complete the first option phase, thus acquiring an initial 20% of Denison's interest in the Exploration Properties. In addition to the issuance of 1,369,810 common shares of Foremost, all necessary conditions have been satisfied, including:

  • Appointment of David Cates, President and CEO of Denison, to Foremost's board of directors;
  • Appointment of Andy Yackulic, Vice President of Exploration of Denison, as Technical Advisor to Foremost; and
  • Execution of the Investor Rights Agreement with Denison, which includes a pre-emptive equity participation right to invest in Foremost's common shares to hold up to 19.95% of Foremost's issued and outstanding common shares.

Additional Information

The Foremost Shares were acquired by Denison for investment purposes. The Company intends to review, on a continuous basis, various factors related to its investment in Foremost, and may decide to acquire or dispose of additional securities of Foremost as future circumstances may dictate, including under its pre-emptive rights under the Investor Rights Agreement.

Further information regarding the Transaction is available in the Early Warning Report filed under Foremost's profile on SEDAR+ at www.sedarplus.ca .

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 Statement 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 .

Follow Denison on X (formerly Twitter) @DenisonMinesCo

About   Foremost

Foremost Clean Energy (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is an emerging North American uranium and lithium exploration company with an option to earn up to 70% interest in 10 prospective uranium properties spanning over 330,000 acres in the prolific, uranium-rich Athabasca Basin.  As the demand for carbon-free energy continues to accelerate, domestically mined uranium and lithium are poised for dynamic growth, playing an important role in the clean energy mix of the future.

Foremost's uranium projects are at different stages of exploration, from grassroots to those with significant historical exploration and drill-ready targets.  Its mission is to create significant discoveries, alongside and in collaboration with Denison, through systematic and disciplined exploration programs.

For further information please visit the company's website at   www.foremostcleanenergy.com   or contact Foremost at 250 – 750 West Pender Street, Vancouver, British Columbia V6C 2T7.

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   thereo   f   ;   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 second and third 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 app   r   ovals,   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 2   8   , 202   4   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   .

Denison Files Early Warning Report in Respect of Foremost Clean Energy Ltd. (CNW Group/Denison Mines Corp.)

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Denison Mines logo (CNW Group/Denison Mines Corp.)

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Global Atomic Corporation ("Global Atomic" or the "Company"), (TSX: GLO) (OTCQX: GLATF) (FRANKFURT: G12) is pleased to provide an update on its Dasa Project in the Republic of Niger . Dasa is the highest-grade uranium deposit in Africa currently under development, only surpassed by grades found in Canada's Athabasca Basin and is scheduled to achieve commercial production in early 2026.

Global Atomic Corporation Logo (CNW Group/Global Atomic Corporation)

PROJECT FINANCING

Debt financing discussions with a U.S. development bank are progressing with confirmation of the approval schedule expected in October 2024.  The bank continues to voice support of the project and its intention to approve a debt facility for US$295 million , which will cover 60% of the planned project costs.  Of the remaining 40% of the project funding, the Company has already invested approximately US$120 million .

Global Atomic is also in discussions with parties regarding potential joint venture investment and other financing solutions.

The extension of the expiry date of certain common share purchase warrants from September 17, 2024 to December 31, 2024 , was announced on September 13, 2024 . This extension is expected subject to final TSX approval.

SITE UPDATE – PROCESSING PLANT

The camp at Dasa has been expanding in phases to support the approximately 450 employees and contractors currently at the site, as well as the workforce expansion to 900 during the height of construction next year. A 60-person housing facility is nearing completion. Earthworks for the next camp phase to house 250 people are complete, and civils are now underway.

Earthworks for the Acid Plant is nearing completion. The local earthworks contractor will next move to prepare the site for the crusher with the SAG mill location to follow.

Processing plant equipment is beginning to arrive at site, beginning with components of the acid plant that were shipped through Nigeria.  A video was recently posted on the Company's website ( https://globalatomiccorp.com/Operations/Uranium/Photos-and-Videos/default.aspx ) highlighting  the remaining major components of the acid plant that have been built in India and are now ready for shipment.

SITE UPDATE – MINING

Mining activities at Dasa are advancing on several fronts.   Having exceeded 1,200 meters of mine development, our Niger team, which operates under the SOMIDA company banner, has already brought 10,000 tonnes of development ore to surface and is segregating the mineralized material into low, medium and high-grade stockpiles, which will be used for plant commissioning at the end of 2025.   The ramp to the ore body has been fully paved and the next phase of underground development is now underway.

To extend the mine development further the ventilation system is being expanded and the boring of a Main Fresh Air Raise is underway and now over 90% complete.

The mining team has not had a lost time incident since mining began 779 days ago. The Dasa workforce is approximately 98% Nigerien, including both experienced miners from a former underground mining operation, as well as local unskilled labour who are going through the Company training and mentorship program.

MINE PLAN UPDATE

The current Mine Plan announced on March 5, 2024 , is projected to produce 68.1 million pounds of Yellowcake over a 23-year period starting in 2026. The Mine Plan is based on throughput of 1,000 tonnes per day, however, the plant has been designed to handle up to 1,200 tonnes per day. An updated Mine Plan with higher production rates is scheduled for completion in Q4 2024.

President and CEO of Global Atomic, Stephen Roman , stated, " We continue to make excellent progress at the Dasa Project site as we complete site preparation for civil works to begin and installation of the Acid Plant as the first major component of the Dasa Processing Plant."

"Recent high-level inter-government discussions about the re-opening of the Niger / Benin border have been positive and we are hopeful for a near-term resolution.  In addition, as the Niger Government is keen on supporting new projects in the Country, a committee with representatives from several key government ministries is being formed to expedite the resolution of any outstanding issues that may arise relating to mining, finance, transportation and labour within Niger ."

"Meanwhile the uranium market continues to heat up with higher spot prices this week. The long-term outlook for uranium demand is accelerating as announcements to expand the number of nuclear power reactors planned and approved proliferate. In September, we attended the World Nuclear Association Symposium in London , which for the first time was sold out. While there, we held successful update meetings with numerous utilities from across the globe which resulted in the initiation of several active contract discussions for Yellowcake supply from the Dasa Project."

"Two recent announcements illustrate the growth in uranium demand:

  • Microsoft and U.S. utility giant Constellation Energy have agreed to a long-term deal wherein Microsoft has agreed to purchase all the power from Constellation's 880MW Three Mile Island (TMI) reactor over a 20-year period at prices of US$100 per MWh to power Microsoft's data centers. This deal calls for a restart of TMI Unit 1 by 2028 and an investment of US$1.6B by Constellation Energy.
  • The COP28 goal of tripling nuclear energy capacity by 2050, has now garnered funding support from some of the world's largest financial institutions, which is expected to accelerate the demand for uranium and the need for new greenfield projects such as our advanced Dasa Project.  This has significantly improved our options for the final funding of our project."

Please visit our website www.globalatomiccorp.com for the latest site development photos and videos.

About Global Atomic

Global Atomic Corporation ( www.globalatomiccorp.com ) is a publicly listed company that provides a unique combination of high-grade uranium mine development and cash-flowing zinc concentrate production.

The Company's Uranium Division is currently developing the fully permitted, large, high grade Dasa Deposit, discovered in 2010 by Global Atomic geologists through grassroots field exploration. The "First Blast Ceremony" occurred on November 5, 2022 , and commissioning of the processing plant is scheduled for Q1, 2026. Global Atomic has also identified 3 additional uranium deposits in Niger that will be advanced with further assessment work.

Global Atomic's Base Metals Division holds a 49% interest in the Befesa Silvermet Turkey, S.L. (BST) Joint Venture, which operates a modern zinc recycling plant, located in Iskenderun, Türkiye. The plant recovers zinc from Electric Arc Furnace Dust (EAFD) to produce a high-grade zinc oxide concentrate which is sold to zinc smelters around the world. The Company's joint venture partner, Befesa Zinc S.A.U. (Befesa) holds a 51% interest in and is the operator of the BST Joint Venture. Befesa is a market leader in EAFD recycling, with approximately 50% of the European EAFD market and facilities located throughout Europe , Asia and the United States of America .

The information in this release may contain forward-looking information under applicable securities laws.  Forward-looking information includes, but is not limited to, statements with respect to completion of any financings; Global Atomics' development potential and timetable of its operations, development and exploration assets; Global Atomics' ability to raise additional funds necessary; the future price of uranium; the estimation of mineral reserves and resources; conclusions of economic evaluation; the realization of mineral reserve estimates; the timing and amount of estimated future production, development and exploration; cost of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental and permitting risks.   Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "is expected", "estimates", variations of such words and  phrases or statements that certain actions, events or results "could", "would", "might", "will be taken", "will begin", "will include", "are expected", "occur" or "be achieved".  All information contained in this news release, other than statements of current or historical fact, is forward-looking information.   Statements of forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Global Atomic to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Global Atomic and in its public documents filed on SEDAR from time to time.

Forward-looking statements are based on the opinions and estimates of management at the date such statements are made.  Although management of Global Atomic has attempted to identify important factors that could cause actual results to be materially different from those forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance upon forward-looking statements.  Global Atomic does not undertake to update any forward-looking statements, except in accordance with applicable securities law.  Readers should also review the risks and uncertainties sections of Global Atomics' annual and interim MD&As.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this news release.

Global Atomic - TSX30 - OTC (CNW Group/Global Atomic Corporation)

SOURCE Global Atomic Corporation

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