dmc-pr20251117russell
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 Agreements with Skyharbour Resources, Increasing
Denison’s Strategic Foothold Surrounding Wheeler
River
Toronto, ON – November
17, 2025. Denison Mines Corp. (“Denison” or the “Company”) (TSX: DML; NYSE American: DNN) is pleased
to announce that it has executed an agreement (the
“Agreement”) with Skyharbour Resources Ltd.
(“Skyharbour”) (TSX-V:SYH) (OTCQX: SYHBF),
(Frankfurt:SC1P) to acquire
initial interests in claims comprising Skyharbour’s Russell
Lake Uranium Project (“Russell”), which is located directly adjacent to
Denison’s flagship Wheeler River Project
(“Wheeler
River”).
The Russell property will be divided into four
property joint ventures that will be known as: Russell Lake
(“RL” or “Russell Lake”), Getty East, Wheeler North, and Wheeler
River Inliers, of which Denison will acquire initial ownership
interests of 20%, 30%, 49%, and 70%, respectively. In addition,
Denison and Skyharbour have agreed to enter into option agreements
(the “Earn-In Option
Agreements”), which will
allow Denison to increase its ownership interest in each of the new
Wheeler North and Getty East joint ventures to up to 70%
(collectively with the acquisition of initial interests, the
“Transaction”).
David Cates, President & CEO of Denison,
commented, “As
Denison nears receipt of final regulatory approvals for the Phoenix
In-Situ Recovery mine proposed for our flagship Wheeler River
property, we are also making measured investments in our project
pipeline – including our next development assets and
high-potential exploration properties. Given its proximity to
Wheeler River, Denison has had an interest in adding Russell to our
property portfolio for much of my nearly two decades with the
Company. This transaction achieves that objective by providing
Denison with the opportunity to lead and participate in exploration
efforts across four newly created joint ventures, which are
designed to drive collaboration between Denison and
Skyharbour’s technical teams. We are excited to build on our
long-standing relationship with Skyharbour and accelerate the
evaluation of this exceptional package of highly prospective
ground.”
Jordan Trimble,
President and CEO of Skyharbour, stated: “This is a
transformative transaction for Skyharbour and our shareholders as
it represents a major stamp of approval for Russell. We are very
pleased to expand upon our long-standing relationship with Denison
and to partner with their team to advance one of the more
prospective exploration projects in the Athabasca Basin proximal to
existing and developing mines. Denison’s success in
exploring, permitting, and developing the neighbouring world-class
Wheeler River Project will provide considerable insight and
experience as we jointly pursue success at Russell. Further, this
Transaction delivers on our belief that Russell should be treated
as multiple different projects due to the abundance of targets and
sheer scale of the land package in one of the most prolific uranium
exploration corridors in the world. The structure and terms of the
Agreement allow Skyharbour to continue exploring as operator at the
majority of the claims at Russell while retaining upside in future
success Denison may have at the Wheeler North, Getty East and
Wheeler River Inlier claims.”
Under the terms of the Agreement, Denison has
agreed to pay Skyharbour total consideration of $18.0 million
(“the
Consideration Payment”)
– consisting of a $2.0 million cash payment upon the
execution of the Agreement (“the Upfront
Payment”) and deferred
consideration of $16 million, payable in cash or common shares of
Denison in two tranches of $8.0 million (“the Deferred
Consideration”), before
December 31, 2025. Closing of the Transaction
(“Closing”) is expected to occur on or before
December 21, 2025.
Key Transaction Highlights:
●
Strengthens Denison’s
regional presence and establishes a strategic foothold immediately
east and north of the Company’s flagship Wheeler River
Property, with a high potential land package that stands to benefit
from its proximity to a property where the Phoenix and Gryphon
deposits are located.
●
Supports Denison’s
long-term growth objectives and exploration strategy by augmenting
its vast portfolio of exploration properties with key claims that
will benefit from the joint exploration expertise of Denison and
Skyharbour.
●
Promotes exploration activity
and increases the likelihood of exploration success near the
Wheeler River Project, meaningfully enhancing Denison’s
exposure to high potential and value-adding discovery
opportunities.
●
Gives Denison a pathway to
majority ownership through multi-phase earn-in options to increase
its ownership interests in Wheeler North and Getty East, allowing
for disciplined capital deployment tied to exploration
results.
Formation of Exploration Joint Ventures
Upon closing of
the Transaction, Russell will be subdivided into four joint
ventures, (outlined in Figure
1), consisting of
Wheeler North, RL, Wheeler River Inliers, and Getty
East.
●
Wheeler North (49% DML, 51% SYH; subject to additional earn-in
options)
Represented by
the yellow claims in Figure
1, the Wheeler North claims are adjacent to the Northeast
boundary of Wheeler River. Comprised of 16,409 hectares over 8
claims. Upon closing of the Transaction, Denison will have the
option to increase its interest in Wheeler North to a 70% interest
in these claims and Denison will become the operator of Wheeler
North as described in more detail below.
Represented by
the pink claims in Figure 1,
the Russell Lake claims are adjacent and to the east of Wheeler
River and comprise 53,192 hectares over 16 claims. In order to
maintain its initial interest in RL, Denison has agreed to fund its
pro rata share of up to a maximum of C$10.0 million in total
project expenditures. Upon the closing of the Transaction,
Skyharbour will remain operator of RL.
●
Wheeler River Inliers (70% DML, 30% SYH)
Represented by
the blue claims in Figure 1,
the Wheeler River Inliers comprise a total of 608 inlaying hectares
within the boundaries of Wheeler River. Upon closing of the
Transaction, Denison will become operator of Wheeler River
Inliers.
●
Getty East (30% DML, 70% SYH; subject to additional earn-in
options)
Represented by
the green claim in Figure 1,
the Getty East claim of 3,105 hectares is located fewer than 10km
southeast of Wheeler River, and borders Cameco’s Cree Zimmer
property which holds its Key Lake operations to the south. Upon the
closing of the Transaction, Skyharbour will remain operator of
Getty East; however, Denison will have the option to become the
operator and acquire up to a 70% interest in this joint venture as
described in more detail below.
Figure 1: Russell Lake Uranium Property - Claim Map
Key Terms of the
Transaction:
Immediately
upon execution of the Agreement an upfront payment of $2.0 million
in cash will be payable to Skyharbour, with a deferred
consideration of $16.0 million payable prior to December 31,
2025. The Deferred Consideration will be comprised of two
tranches, each of which may be paid in cash or shares at
Denison’s election. This first deferred payment of $8.0
million in cash or shares, is payable on or before the fifth
business day prior to December 21, 2025. The second deferred
payment of $8.0 million in cash or shares, is payable within 10
days of December 21, 2025.
The Agreement grants Denison priority access to
excess capacity at Skyharbour’s existing Russell exploration
camp located near Highway 914 proximal to McGowan Lake (the
“Camp”), which Skyharbour will continue to
operate. Denison will pay Skyharbour a usage fee as well as a 7%
administrative fee to use the Camp.
The
Transaction is subject to customary approvals, including Skyharbour
obtaining TSX Venture exchange approval. The Transaction will be
considered a Reviewable Transaction under TSX Venture exchange
policies as David Cates, President, CEO & Director of Denison,
is also a director of Skyharbour.
Key Terms of the Earn-In Option Agreements:
The
Earn-In Option Agreements grant Denison an option to earn
additional interests in Wheeler North and Getty East.
Wheeler North Earn-In Option
Under
the terms of the Wheeler North Earn-In Option Agreement, Denison
may acquire up to a 70% interest in Wheeler North. The option
agreement contains two (2) phases, as summarized
below:
Phase
1: To earn an additional 11% interest in Wheeler North (increasing
Denison’s ownership to 60%), Denison must:
●
Incur $10.0
million in exploration expenditures at Wheeler North within 48
months of Closing, of which $2.5 million in exploration
expenditures must be completed within 24 months of Closing,
and
●
Make a cash
payment in the amount of $1.5 million to Skyharbour within 48
months of Closing.
Phase
2: To earn an additional 10% interest (increasing Denison’s
ownership to 70%) in Wheeler North, Denison must complete the
requirements of Phase 1, plus the following:
●
Incur an
additional $15.0 million in exploration expenditures at Wheeler
North within 7 years of Closing, and
●
Make a
further cash payment in the amount of $2.0 million to Skyharbour
within 7 years of Closing.
Getty East Earn-In Option Agreement
Under
the terms of the Getty East Option Agreement, Denison may acquire
up to a 70% interest in Getty East. The option agreement contains
two (2) phases, as summarized below.
Phase
1: To earn an additional 19% interest in Getty East (increasing
Denison’s ownership to 49%), Denison must incur $5.0 million
in exploration expenditures at Getty East within 48 months of
Closing, of which $1.5 million must be completed within the first
24 months of Closing.
Phase 2: To earn an additional 21% interest
in Getty East (increasing Denison’s ownership to 70%),
Denison must complete the requirements of Phase 1, plus incur an
additional $10 million in exploration expenditures within 7 years of Closing. Upon completion of the
Phase 2 earn-in option criteria, Denison will have the option to
become the operator in this joint venture.
About Denison
Denison is a leading uranium mining, development, and exploration
company with interests focused in the Athabasca Basin region of
northern Saskatchewan, Canada. Denison 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, the Phoenix feasibility study was completed for the
Phoenix deposit as an ISR mining operation, and an update to the
previously prepared 2018 Pre-Feasibility Study ('PFS') 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 are nearing
completion with approval in July 2025 of the project's EA by the
Province of Saskatchewan and commencement in October 2025 of the
Canadian Nuclear Safety Commission Hearings for Federal approval of
the EA and project construction license. The Hearing is scheduled
to continue and be concluded during the week of December 8,
2025.
Denison's interests in Saskatchewan also include a 22.5% ownership
interest in the McClean Lake Joint Venture ('MLJV'), which includes
unmined uranium deposits (with mining at McClean North deposit via
the MLJV's SABRE mining method having commenced in July 2025 using
the MLJV's SABRE mining method) 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 Midwest Joint Venture Midwest Main
and Midwest A deposits, and a 70.55% 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 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 celebrated 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
David
Cates
(416) 979-1991 ext.
362
President and
Chief Executive Officer
Geoff
Smith
(416) 979-1991 ext.
358
Vice President
Corporate Development & Commercial
Follow Denison on
X (formerly Twitter) @DenisonMinesCo
About Skyharbour
Skyharbour holds an extensive portfolio of uranium exploration
projects in Canada's Athabasca Basin and is well positioned to
benefit from improving uranium market fundamentals with interest in
thirty-seven projects covering over 616,000 hectares (over 1.5
million acres) of land. Skyharbour has acquired from Denison Mines,
a large strategic shareholder of the Company, a 100% interest in
the Moore Uranium Project, which is located 15 kilometres east of
Denison's Wheeler River project and 39 kilometres south of Cameco's
McArthur River uranium mine. Moore is an advanced-stage uranium
exploration property with high-grade uranium mineralization in
several zones at the Maverick Corridor. Adjacent to the Moore
Project is the Russell Lake Uranium Project, which hosts widespread
uranium mineralization in drill intercepts over a large property
area with exploration upside potential. The Company is actively
advancing these projects through exploration and drilling
programs.
Skyharbour also has joint ventures with industry leaders Denison
Mines, Orano Canada Inc., Azincourt Energy, and Thunderbird
Resources at the Russell, Preston, East Preston, and Hook Lake
Projects, respectively. The Company also has several active earn-in
option partners, including CSE-listed Basin Uranium Corp. at the
Mann Lake Uranium Project; TSX-V listed North Shore Uranium at the
Falcon Project; UraEx Resources at the South Dufferin and Bolt
Projects; Hatchet Uranium at the Highway Project; CSE-listed
Mustang Energy at the 914W Project; and TSX-V listed Terra Clean
Energy at the South Falcon East Project.
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
Agreement, Earn-In Option Agreements and ancillary agreements and
the expected benefits thereof; the assumption that the transactions
set forth in the agreements with Skyharbour will be completed as
described; the Company’s exploration, development and
expansion plans and objectives; 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, 2025 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.
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