Denison Mines Corp. Announces CDN$13,000,000 Bought Deal Private Placement of Flow-Through Shares

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN


Denison Mines Corp. (TSX:DML)(NYSE MKT:DNN) ("Denison" or the "Company") is
pleased to announce that it has entered into an agreement with a syndicate of
underwriters led by Raymond James Ltd., and including Dundee Securities Ltd.,
Cormark Securities Inc. and Scotiabank (the "Underwriters"), pursuant to which
the Underwriters have agreed to sell on behalf of the Company on an underwritten
basis 10,000,000 flow through shares ("Flow-Through Shares") of Denison (the
"Offering") on a private placement basis. The Flow-Through Shares shall be
offered at a price of CDN$1.30 per share (the ("Offering Price") for aggregate
gross proceeds of CDN$13,000,000. Denison has granted the Underwriters an option
to purchase up to an additional 1,500,000 Flow-Through Shares at the Offering
Price for additional gross proceeds of up to $1,950,000.


The closing of the Offering is expected to occur on or about May 28, 2013 and is
subject to the completion of formal documentation and receipt of regulatory
approval, including the approval of the Toronto Stock Exchange and the NYSE MKT
Exchange.


The proceeds of the financing will be used to incur eligible Canadian
Exploration Expenses ("CEE") for purposes of the Income Tax Act (Canada), which
will be renounced to the subscribers with an effective date no later than
December 31, 2013. The funds are intended to be used to explore and advance the
Company's projects in the Athabasca Region of Saskatchewan.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy the securities described herein in the United States. The
securities described herein have not been and will not be registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold
in the United States or to the account or benefit of a U.S. person absent an
exemption from the registration requirements of such Act.


About Denison

Denison is a uranium exploration and development company with interests in
exploration and development projects in Canada, Zambia, Namibia, and Mongolia.
Including the high grade Phoenix deposits, located on its 60% owned Wheeler
project, Denison's exploration project portfolio includes 50 projects and totals
approximately 658,000 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, a 75% interest in the newly acquired Dome project in Namibia,
and an 85% interest in the in-situ recovery projects held by the Gurvan Saihan
joint venture ("GSJV") 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 ("UPC"), a publicly traded company which
invests in uranium oxide and uranium hexafluoride.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING 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
expected closing date of the Offering, the use of proceeds therefrom, the
exploration, development and expansion plans and objectives of Denison and the
possibility of the Underwriters purchasing additional Flow-Through Shares
pursuant to the option granted to them by Denison.


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 the 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/edgar.shtml.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Denison Mines Corp.
Ron Hochstein
President and Chief Executive Officer
(416) 979-1991


Denison Mines Corp.
Sophia Shane
Investor Relations
(604) 689-7842
Uranium Power Cda Com Npv (TSXV:UPC)
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