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Equity Research DENISON MINES CORP June 3, 2013 Initiating Coverage DENISON MINES CORP. The next uranium M&A target? INVESTMENT THESIS Recommendation: BUY (Speculative) Denison Mines has actively re-shaped its corporate Symbol/Exchange: DML-TSX / DNN-NYSE focus given numerous asset divestments and Sector: Metals & Mining acquisitions over the past year. The company has All dollar values in C$ unless otherwise noted. transitioned from a U.S.-based, high-cost uranium Current price: $1.33; US$1.29 producer to a premier exploration company with One-year target: $1.60 world class assets and critical mass in the Return Target: 20.3% Athabasca Basin. It is the next likely target of Cash on hand: $39.9M significance for M&A activity in the uranium space. Company Summary VALUATION Shares O/S (M) 461.3 52-week range $1.06 - $1.68 Market cap ($M) $613.6 Avg. weekly vol. (M) 4.5 We are initiating coverage on Denison with a target Market float ($M) $532.6 Fiscal year-end 31-Dec price of $1.60 per share and a BUY (Speculative) Revenue Generating Assets recommendation. Our valuation is based on a 1.0x McLean Lake Mill multiple on conservative net asset value of Uranium Participation Management Contract Denison’s portfolio. Measured & Indicated Resource Tonnes U3O8 Grade Attrib Resource Gurvan Saihan JV 12,261,000 0.07% 16.81 M lbs FOCUS POINTS McClean Lake Deposits 778,700 2.44% 4.25 M lbs Midwest 818,000 4.91% 12.26 M lbs ▪ World-Class Portfolio: Denison’s impressive Mutanga 10,280,000 0.03% 7.81 M lbs portfolio includes the Wheeler River project, Waterbury Lake 307,000 1.52% 6.17 M lbs which contains the Phoenix deposit that is Wheeler River Project 152,400 15.60% 31.38 M lbs currently the highest grade uranium deposit in Inferred Resource U3O8 Grade Resource the world. Gurvan Saihan JV 5,536,000 0.05% 4.94 M lbs McClean Lake Deposits 510,900 0.68% 1.70 M lbs ▪ Surrounded by Giants: Until recently, Midwest 34,200 6.30% 1.18 M lbs Cameco had a practical monopoly on the Basin Mutanga 65,270,000 0.03% 41.40 M lbs however given Rio Tinto’s entry into the space Waterbury Lake 138,000 0.90% 1.65 M lbs Wheeler River Project 11,600 29.80% 4.56 M lbs (via its 2010 acquisition of Hathor Source: Company reports and Cantor Fitzgerald Exploration), other large players are stepping- in. AREVA and KEPCO are also active in the $1.80 14.0 area. $1.60 12.0 Equity Research ▪ Acquisition Target: Denison is an attractive $1.40 10.0 target for companies looking to either gain $1.20 8.0 critical mass in the area (Rio Tinto) or establish $1.00 6.0 a stranglehold on the Athabasca Basin Price (C$) (Cameco) $0.80 4.0 Volume (M) ▪ Attractive Valuation: Based on the sum of its $0.60 2.0 current resource estimates, Denison is trading $0.40 0.0 Jul/12 Sep/12 Nov/12 Jan/13 Mar/13 May/13 at a significant discount to recent transactions Company profile: Denison Mines is a uranium exploration of its Athabasca-focused peers (namely Hathor company with interests primarily focused in the Athabasca Exploration & Fission Energy) Basin, but also located in Zambia and Mongolia. Rob Chang, MBA Associate: Michael Wichterle, MBA [email protected] [email protected] (416) 849-5008 (416) 849-5005 Sales/Trading — Toronto: (416) 363-5757, (866) 442-4485; Montreal: (514) 845-8111, (800) 465-5616 See disclosure and a description of our recommendation structure at the end of this report. Denison Corp. June 3, 2013 SUMMARY AND RECOMMENDATION We are initiating coverage of Denison Mines Corp. with a BUY recommendation and a $1.60 target price. Denison has been actively re-shaping its corporate focus given numerous asset divestments and acquisitions over the past year. The company has transitioned from a U.S.-based, high-cost uranium producer to a premier exploration company with world class assets and critical mass in the Athabasca Basin. INVESTMENT POSITIVES World-Class Portfolio Denison’s impressive portfolio is focused on the Athabasca Basin, which is the world’s best address for uranium mining. It is home to the highest grade uranium deposits in the world and has excellent infrastructure due to its 38-year history of uranium production. Notable components in Denison’s world-class portfolio include: Wheeler River (60%): 60M lbs U3O8 project containing the Phoenix deposit that is currently the highest grade uranium deposit in the world at an average grade of 16.60% U3O8. Midwest (25.17%): At an average grade of 5.46% U3O8, the 43M lbs Midwest project is the 6th-highest grade uranium project in the world. Moreover, it is located strategically within a few kilometres of Rio Tinto’s Roughrider project. Waterbury Lake (60%): Denison’s most recent acquisition is the 1.39% th average U3O8 grade Waterbury Lake project (12 globally). This 13M lbs deposit is located adjacent to Rio Tinto’s Roughrider project and is actually the western extension of its mineralization. McClean Lake (22.5%): The McClean Lake deposits (North, Sue D, and Caribou) together have an average U3O8 grade of 2.22% and a combined resource size of 18M lbs. McClean Lake Mill (22.5%): The most technologically advanced mill in the world. It is the only mill capable of processing high grade uranium ore with diluting it. Rob Chang, MBA, (416) 849-5008 2 of 28 Denison Corp. June 3, 2013 Exhibit 1. Global Uranium Deposits Ranked by Weighted U3O8 Grade Top 20 by Weighted Global U3O8 Grade (%) 0% 5% 10% 15% 20% Wheeler River (Denison) 16.60% Cigar Lake (Cameco) 16.23% McArthur River (Cameco) 14.98% 60% ownership Midwest A (AREVA/Denison) 9.35% 25.17% ownership Roughrider (Rio Tinto) 8.63% Midwest (AREVA/Denison) 5.46% 25.17%ownership Millenium (Cameco) 4.44% Tamarack (Cameco) 4.23% McClean Lake (AREVA/Denison) 2.54% 22.5% ownership Dawn Lake (Cameco) 1.69% Shea Creek (UEX) 1.40% Waterbury Lake (Denison Mines) 1.39% 60% ownership Canyon (Energy Fuels) 1.08% Rabbit Lake (Cameco) 0.82% Lac 50 Trend (Kivalliq) 0.69% Arizona 1 (Energy Fuels) 0.68% Matoush (Strateco) 0.66% Lavoie (AREVA‐SOQUEM) 0.53% Key Lake (Cameco) 0.52% Jabiluka (Rio Tinto) 0.50% Global Median 0.08% Source: Cantor Fitzgerald Canada, Company Reports Surrounded by Giants Until recently, Cameco has had a practical monopoly on the Basin however given Rio Tinto’s entry into the space (via its 2011 acquisition of Hathor Exploration), other large players are stepping in. AREVA and the Korea Electric Power Corp (“KEPCO”) are also active in the area. With a transaction already in the books this year in the Basin and two more outside of it, we expect more to follow. Acquisition Target Denison is an attractive target for companies looking to either gain critical mass in the area or establish a foothold in the Athabasca Basin. For the former, Rio Tinto is a prime candidate as its 2011 acquisition of Hathor Exploration for its 57M lbs U3O8 Roughrider project was the mining giant’s first foray into the Basin. While the Roughrider project is of excellent quality, it lacks the size that would move the proverbial needle for Rio Tinto. However, the entire uranium camp surrounding Hathor contains upwards of 120M lbs of U3O8 within a 4km radius with Denison owning significant interests in the adjacent Waterbury Lake (60%) and Midwest (25.17%) projects, which account for 66M lbs on a 100% basis. The other significant owner of the Midwest projects is French nuclear giant Areva SA (69.16%), which may also be an acquirer once it gets its financial house in order. On the other hand Cameco may want to box out others from the Athabasca Basin and maintain its dominance of the area by acquiring Denison. While it did Rob Chang, MBA, (416) 849-5008 3 of 28 Denison Corp. June 3, 2013 battle Rio Tinto for Hathor Exploration, it ultimately allowed the latter to gain a foothold in the Basin. We are of the view that Cameco may want to keep the Basin to itself and acquire Denison in a move that would effectively tie up most of the assets in the basin, which would make it less economically viable for others to operate. At the very least, the acquisition of Denison would almost force Cameco’s participation in the development of Roughrider since the Waterbury Lake project hosts the western extension of the orebody. Exhibit 2. 120 MM Lbs of U3O8 within 4 km of Waterbury Lake Source: Denison Mines Attractive Valuation Based on its current resource estimate, Denison is currently trading at a fully diluted Enterprise Value to In-Situ U3O8 pounds in the ground (“EV/lb”) value of $4.57/lb. This is at a discount to recent Athabasca-focused acquisitions that averaged $5.35/lb and at a significant discount to the most applicable transactions that averaged $9.48/lb (Rio Tinto for Hathor and Denison for Fission Energy). Exhibit 3. Precedent Athabasca Basin Transactions Precedent Transaction Per Lb Date Mkt Cap ($M) Rio Tinto ‐ Hathor $9.98 Aug‐11 $562.5 Denison ‐ Fission $8.97 Jan‐13 $69.7 Fission ‐ Pitchstone $1.03 Apr‐12 $5.8 Denison ‐ JNR $1.43 Nov‐12 $9.3 Average $5.35 More Relevant Larger Comp Average $9.48 Source: Cantor Fitzgerald Canada Due to the binary nature of the resource portfolios in the Athabasca, where companies either hold a significant amount of resources (Cameco, Denison, and Rob Chang, MBA, (416) 849-5008 4 of 28 Denison Corp.
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