Denison Closes Arrangement with Fission Energy Corp.

Denison Closes Arrangement with Fission Energy Corp. 
TORONTO, ONTARIO -- (Marketwired) -- 04/26/13 -- Denison Mines Corp.
("Denison" or the "Company") (TSX:DML)(NYSE MKT:DNN) is pleased to
announce the closing of the previously announced transaction with
Fission Energy Corp. ("Fission") whereby Denison acquired a portfolio
of uranium exploration projects held by Fission, including Fission's
60% interest in the Waterbury Lake uranium project, as well as
Fission's exploration interests in all other properties in the
eastern part of the Athabasca Basin, Quebec and Nunavut, plus its
interest in two joint ventures in Namibia. The transaction was
completed pursuant to a plan of arrangement (the "Arrangement") in
accordance with the Business Corporations Act (Canada).   
As a result of the Arrangement, Denison acquired all of the
outstanding common shares of Fission (the "Fission Shares") with
Fission spinning out certain assets into a newly-incorporated
exploration company, Fission Uranium Corp. ("Fission Uranium"). Under
the Arrangement, each Fission Share was exchanged for 0.355 of a
common share of Denison, a nominal cash payment of $0.0001 and one
(1) common share of Fission Uranium. Unexercised Fission options will
automatically be exchanged for options to acquire common shares of
Denison and Fission Uranium. The holders of Fission warrants are
entitled to receive, upon exercise of their warrants, the number of
common shares of Denison and Fission Uranium which the warrantholders
would have been entitled to receive as a result of the Arrangement,
if immediately prior to the effective date the warrantholders had
exercised their warrants. 
With the completion of the Arrangement, Denison is advised that, in
accordance with exchange requirements, Fission Shares will cease
trading on the TSX Venture Exchange upon close of business on Monday,
April 29, 2013 and are expected to be de-listed shortly after that.
Fission Shares traded during this time represent only an entitlement
to receive the consideration under the Arrangement, as described
above. Fission will apply to cease to be a reporting issuer under the
securities laws of British Columbia and Alberta as soon as possible. 
Certain Fission shareholders may be eligible to make a joint election
with Denison, pursu
ant to subsection 85(1) or (2) of the Income Tax
Act (Canada), to defer a portion of the tax applicable on the
exchange of Fission Shares for common shares of Denison and cash.
Fission shareholders that marked the appropriate box on the letter of
transmittal and election form will receive a Tax Instruction Letter
by mail. A copy of the Tax Instruction Letter is also available on
Denison's website, www.denisonmines.com. The tax election is time
sensitive. Shareholders must submit the required documents to Denison
by July 25, 2013 in order to be eligible to make a joint election. 
About Denison 
Denison Mines Corp. is a uranium exploration and development company
with interests in exploration and development projects in Canada,
Zambia and Mongolia. Including the high grade Phoenix deposits,
located on its 60% owned Wheeler River project, Denison's exploration
project portfolio includes 51 projects and totals over 700,000
hectares in the Eastern Athabasca Basin region of Saskatchewan.
Denison's interests in Saskatchewan also include a 22.5% ownership
interest in the McClean Lake Joint Venture, which includes several
uranium deposits and the McClean Lake uranium mill, one of the
world's largest uranium processing facilities, plus a 25.17% interest
in the Midwest deposit and a 60% interest in the J-Zone deposit on
the Waterbury property. Both the Midwest and J-Zone deposits are
located within 20 kilometres of the McClean Lake mill.
Internationally, Denison owns 100% of the conventional heap leach
Mutanga project, in Zambia, and an 85% interest in the in-situ
recovery projects held by the Gurvan Saihan Joint Venture, in
Mongolia. 
Denison is engaged in mine decommissioning and environmental services
through its Denison Environmental Services (DES) division and is the
manager of Uranium Participation Corporation (TSX:U), a publicly
traded company which invests in uranium oxide in concentrates and
uranium hexafluoride 
Cautionary Statements  
Certain information contained in this press release constitutes
"forward-looking information", within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and similar
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 "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur", "be achieved" or "has the potential to". 
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. 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 correct and such forward-looking
information included in this press release should not be unduly
relied upon. This information speaks only as of the date of this
press release. In particular, this press release may contain
forward-looking information pertaining to the following: the
estimates of Denison's mineral reserves and resources; capital
expenditure programs; expectations regarding the toll milling of
Cigar Lake ores; exploration and development expenditures and
reclamation costs; expectations of market prices and costs; supply
and demand for uranium; possible impacts of litigation and regulatory
actions on Denison; exploration, development and expansion plans and
objectives; future royalty and tax payments and rates; Denison's
expectations regarding raising capital and adding to its mineral
reserves and resources through acquisitions and exploration; and
receipt of regulatory approvals, permits and licences under
governmental regulatory regimes. 
There can be no assurance that such statements will prove to be
accurate, as Denison's actual results and future events could differ
materially from those anticipated in this forward-looking information
as a result of those factors discussed in or referred to under the
heading "Risk Factors" in Denison's Annual Information Form dated
March 13, 2013, available at http://www.sedar.com, and in its Form
40-F available at http://www.sec.gov, as well as the following:
global financial conditions; the ability of Denison to meet its
obligations to its creditors and the uncertainty of funding;
volatility in the market price of the Company's shares and the risk
of dilution from future equity financings; the impact of volatility
in uranium prices on the valuation of Denison's mineral reserves and
resources and the market price of its shares; public acceptance of
nuclear energy and competition from other energy sources; failure to
realize benefits from transactions; competition for properties
; the
imprecision of mineral reserves and resources estimation; Denison's
ability to expand and replace its mineral reserves and resources;
uncertainty as to reclamation and decommissioning liabilities;
reliance on other operators; technical innovation rendering Denison's
products and services obsolete; property title risk; liabilities
inherent in mining operations and the adequacy of insurance coverage;
delays in obtaining permits and licences for development properties;
the speculative nature of exploration and development projects;
difficulty complying with changing government regulations and policy,
including without limitation, compliance with environment, health and
safety regulations; uncertainty surrounding Denison's operations in
foreign jurisdictions; potential claims of Canada's first nations
people; dependence on key personnel; the potential influence of
Denison's largest Shareholder, Korea Electric Power Corporation;
potential conflicts of interest for the Company's directors who are
engaged in similar businesses; and limitations of disclosure and
internal controls. 
Accordingly, readers should not place undue reliance on
forward-looking statements. These factors are not, and should not be
construed as being, exhaustive. Statements relating to "mineral
reserves" or "mineral resources" are deemed to be forward-looking
information, as they involve the implied assessment, based on certain
estimates and assumptions that the mineral reserves and mineral
resources described can be profitably produced in the future. The
forward-looking information contained in this press release is
expressly qualified by this cautionary statement. Denison does not
undertake any obligation to publicly update or revise any
forward-looking information after the date of this press release to
conform such information to actual results or to changes in Denison's
expectations except as otherwise required by applicable legislation.
Contacts:
Denison Mines Corp.
Ron Hochstein
President and Chief Executive Officer
(416) 979-1991 ext 232
(416) 979-5893 (FAX) 
Denison Mines Corp.
Sophia Shane
Investor Relations
(604) 689-7842
www.denisonmines.com