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 Cormark
Securities Inc. and Scotia Capital Inc. (collectively the "Underwriters"),
pursuant to which the Underwriters have agreed to act in connection with the
offer and sale of 4,145,000 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 $1.69 per share for aggregate gross proceeds of
approximately $7.0 million. 


The closing of the Offering is expected to occur on or about October 23, 2012
and is subject to the completion of formal documentation and receipt of
regulatory approval, including the approval of the TSX. 


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, 2012. The funds are intended to be used to explore and advance the
Wheeler River project 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 - www.denisonmines.com

Denison Mines Corp. is a uranium exploration and development company with
interests in exploration and development projects in Saskatchewan, Zambia and
Mongolia. As well, Denison has a 22.5% ownership interest in the McClean Lake
uranium mill, located in northern Saskatchewan, which is one of the world's
largest uranium processing facilities. Denison's exploration project portfolio
includes the world class Phoenix deposit located on its 60% owned Wheeler River
project also in the Athabasca Basin region of Saskatchewan.


Denison is engaged in mine decommissioning and environmental services through
its Denison Environmental Services (DES) division. Denison is also 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 resources; capital expenditure
programs; estimated production costs, 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; Denison's
expectations regarding raising capital and adding to its mineral resources
through acquisitions and development; and receipt of regulatory approvals,
permits and licences and treatment 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 28, 2012, 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 market price of Denison's securities, volatility in
market prices for uranium; ability to access capital, changes in foreign
currency exchange rates and interest rates; liabilities inherent in mining
operations; uncertainties associated with estimating mineral reserves and
resources and production; uncertainty as to reclamation and decommissioning
liabilities; failure to obtain industry partner and other third party consents
and approvals, when required; delays in obtaining permits and licenses for
development properties; competition for, among other things, capital,
acquisitions of mineral reserves, undeveloped lands and skilled personnel;
public resistance to the expansion of nuclear energy and uranium mining; uranium
industry competition and international trade restrictions; incorrect assessments
of the value of acquisitions; property title risk; geological, technical and
processing problems; the ability of Denison to meet its obligations to its
creditors; actions taken by regulatory authorities with respect to mining
activities; the potential influence of or reliance upon its business partners,
and the adequacy of insurance coverage. 


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.
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