FOURTEENTH
AMENDING AGREEMENT TO
FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AGREEMENT dated as of the
30th day of January,
2026.
BETWEEN:
THE BANK OF NOVA SCOTIA, a Canadian
chartered bank
(herein, in its capacity as administrative agent for the
Lenders, called the “Administrative
Agent”)
DENISON MINES INC., a corporation
amalgamated under the laws of the Province of Ontario
(herein in its capacity as the borrower, “DMI”)
DENISON MINES CORP., a corporation
amalgamated under the laws of the Province of Ontario
(herein in its capacity as the guarantor, “DMC” and, together with DMI, the
“Obligors”)
THE
SEVERAL LENDERS FROM TIME TO TIME PARTY THERETO
(herein and
therein in their capacities as lenders to the Borrower,
collectively called the “Lenders” and individually called a
“Lender”)
WHEREAS the Obligors, the Lenders and
the Administrative Agent entered into a fourth amended and
restated credit agreement dated as of January 30, 2015, (as amended
by amending agreements dated January 27, 2016, January 31, 2017,
January 19, 2018, April 9, 2018, January 29, 2019, January 29,
2020, January 14, 2021, January 21, 2022, April 12, 2022,
December 22, 2022, December 21, 2023, December 18, 2024 and
August 11, 2025, the “Credit
Agreement”);
AND WHEREAS the parties hereto wish to,
inter alia, amend certain
provisions of the Credit Agreement;
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NOW THEREFORE THIS AGREEMENT WITNESSES
that, in consideration of the mutual covenants and agreements
contained herein, the parties covenant and agree as
follows:
ARTICLE
1
DEFINED
TERMS
1.1 Capitalized
Terms.
All capitalized
terms which are used herein without being specifically defined
herein shall have the meanings ascribed thereto in the Credit
Agreement.
ARTICLE 2
AMENDMENTS
TO CREDIT AGREEMENT
Subject to the
terms and conditions herein contained, the Credit Agreement is
hereby amended to the extent necessary to give effect to the
provisions of this agreement and to incorporate the provisions of
this agreement into the Credit Agreement.
(a)
Section 1.1 of the Credit
Agreement is hereby amended by adding the following new definition
in alphabetical order:
““Adjusted Tangible Net Worth” means, at any particular time,
the Tangible Net Worth at such time, adjusted to exclude the IFRS
accounting values for the Convertible Unsecured Note Indebtedness,
and to include the face value of the Convertible Unsecured Note
Indebtedness, translated to Canadian dollars at the period end
date. For the avoidance of doubt, any cash settlement, termination
payment or exercise of such Convertible Unsecured Note Indebtedness
shall be reflected in the Adjusted Tangible Net Worth when
realized.”
(b)
Section 1.1 of the Credit
Agreement is hereby amended by deleting the definition of
“Maturity Date” and replacing it with the
following:
““Maturity Date” means January 31,
2027.”
(c)
Section 11.1(o) of the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
“(o)
Adjusted Tangible Net Worth.
The Parent shall, at all times, cause the consolidated Adjusted
Tangible Net Worth to be greater than or equal
to $131,000,000.”
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(d)
Schedule B to the Credit
Agreement is hereby deleted in its entirety and replaced with
“Schedule B” attached hereto.
ARTICLE
3
CONDITIONS
PRECEDENT
3.1 Conditions
Precedent.
This agreement
shall not become effective until the Administrative Agent, for and
on behalf of the Lenders, has received from the Obligors (i) a
non-refundable extension fee in the amount of $25,000, (ii) an
officer certificate of a senior officer of each Obligor together
with a certified true copy of a resolution of the board of
directors of the Borrower authorizing its execution, delivery and
performance of the Credit Agreement, as amended by this agreement,
(iii) a legal opinion of counsel to the Obligors addressed to the
Administrative Agent and the Lenders relating to the status and
capacity of each Obligor and the due authorization, execution and
delivery of this agreement, the enforceability of the Credit
Agreement as amended by this agreement and such other matters as
the Administrative Agent may reasonably request, and (iv) except as
delivered under the Existing Credit Agreement, share certificates
representing all of the issued and outstanding shares of the
Borrower duly endorsed in blank for transfer or attached to duly
executed stock transfers and powers of attorney or as otherwise
required under Applicable Law.
ARTICLE
4
MISCELLANEOUS
The Obligors
represent and warrant to and in favour of the Administrative Agent
and the Lenders that no Default has occurred and is continuing as
at the date this agreement becomes effective and no Default would
arise immediately thereafter.
4.2
Future
References to the Credit Agreement.
On and after the
date of this agreement, each reference in the Credit Agreement to
“this agreement”, “hereunder”,
“hereof”, or words of like import referring to the
Credit Agreement, and each reference in any related document to the
“Credit Agreement”, “thereunder”,
“thereof”, or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby. The Credit Agreement, as amended
hereby, is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed.
This agreement
shall be governed by and construed in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable
therein.
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This agreement
shall enure to the benefit of and shall be binding upon the parties
hereto and their respective successors and permitted
assigns.
The Obligors
shall do, execute and deliver or shall cause to be done, executed
and delivered all such further acts, documents and things as the
Administrative Agent may reasonably request for the purpose of
giving effect to this agreement and to each and every provision
hereof.
This agreement
may be executed and delivered in one or more original, emailed
(in
.pdf format),
faxed or by other electronic means, signed counterparts, and by
different parties in separate counterparts, each of which shall be
deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument.
4.7
Confirmation
of Security.
Each Obligor
confirms and agrees that the Liens and other obligations expressed
to be created under or pursuant to each Security Document to which
it is a party shall be binding upon such Obligor and its collateral
(as described in each such Security Document) shall be unaffected
by and shall continue in full force and effect notwithstanding the
amendment to the Credit Agreement as constituted hereby and the
execution and delivery and effectiveness of this agreement shall
not in any manner whatsoever reduce, release, discharge, impair or
otherwise prejudice or change the rights of the Finance Parties
arising under, by reason of or otherwise in respect of such Liens
and other obligations constituted by each such Security Document.
For the avoidance of doubt, each Obligor hereby confirms that each
Security Document to which it is a party secures its Secured
Obligations and that each such Security Document continues in full
force and effect.
[Remainder of page intentionally blank.]
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IN WITNESS WHEREOF, the parties hereto
have executed and delivered this agreement on the date first above
written.
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Denison Mines
Inc.
1100 - 40
University Avenue Toronto, ON M5J 1T1
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DENISON
MINES INC.
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By:
(signed)
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Attention: Chief
Financial Officer
Telefax: (416)
979-5893
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Name: David Cates
Title: President & CEO
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By:
(signed)
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Name: Elizabeth
Sidle
Title: Chief
Financial Officer
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Denison Mines
Corp.
1100 - 40
University Avenue Toronto, ON M5J 1T1
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DENISON
MINES CORP.
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By:
(signed)
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Attention: Chief
Financial Officer
Telefax: (416)
979-5893
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Name: David Cates
Title: President & CEO
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By:
(signed)
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Name: Elizabeth
Sidle
Title: Vice
President, Finance and Chief Financial Officer
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The Bank of Nova
Scotia
Corporate Banking – Loan
Syndications
40 Temperance Street, 6th Floor
Toronto, Ontario M5H 0B4
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THE BANK
OF NOVA SCOTIA, as
Administrative
Agent
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Attention: Managing
Director
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By: (signed)
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Telefax: (416)
866-3329
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Name: Elizabeth Daponte
Title: Managing
Director
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By: (signed)
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Name: Lavinia Ban
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Title: Associate
Director
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The Bank of Nova
Scotia
Corporate Banking – Global
Mining
40 Temperance Street, 6th Floor
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THE BANK
OF NOVA SCOTIA, as Lender
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Toronto, Ontario
M5H 0B4
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By: (signed)
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Name: Elizabeth Daponte
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Attention:
Managing Director
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Title: Managing
Director
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Telefax: (416)
866-2009
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By: (signed)
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Name: Lavinia Ban
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Title: Associate
Director
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SCHEDULE B
COMPLIANCE CERTIFICATE
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TO:
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THE BANK OF NOVA
SCOTIA
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I, , the [senior
financial officer] of Denison Mines Corp, hereby certify
that:
1.
I am the duly appointed
[<@>] of
Denison Mines Corp., the parent named in the fourth amended and
restated credit agreement made as of January 30, 2015 (as amended
to the date hereof, the “Credit Agreement”) between,
Denison Mines Inc., as borrower, the Lenders named therein and The
Bank of Nova Scotia, as administrative agent of the Lenders and as
such I am providing this Certificate for and on behalf of Denison
Mines Corp. and Denison Mines Inc. pursuant to the Credit
Agreement.
2.
I am familiar with and have
examined the provisions of the Credit Agreement including, without
limitation, those of Article, 10, Article 11 and Article 13
therein.
3.
To the best of my knowledge,
information and belief and after due inquiry, no Default has
occurred and is continuing.
As at or for the
relevant period ending , the amount and
financial ratio as contained in Section 11.1(o) of the Credit Agreement is as follows and
detailed calculations thereof are attached hereto:
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Actual
Amount
or
Ratio
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Required Amount
or Ratio
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(a) Adjusted
Tangible Net Worth
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$131,000,000
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4.
1Attached
hereto is a revised updated Schedule E of the Credit
Agreement.
5.
Unless the context otherwise
requires, capitalized terms in the Credit Agreement which appear
herein without definitions shall have the meanings ascribed thereto
in the Credit Agreement.
DATED
this day
of ,
20 .
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(Signature)
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(Name - please
print)
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(Title of Senior
Financial Officer)
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1 Only required to extent necessary
pursuant to Section 10.1(n) of the Credit Agreement.
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CALCULATION
WORKSHEET
Adjusted Tangible Net Worth
Actual:
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Equity as of
financial statements dated [ ]
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$<@>
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Less:
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Goodwill and
other intangible assets
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$<@>
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Tangible Net
Worth
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$<@>
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Less:
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IFRS accounting
values for Convertible Unsecured Note Indebtedness
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Plus:
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Face Value of
Convertible Unsecured Note Indebtedness
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Minimum
Required:
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Minimum
Level
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$131,000,000
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Compliance [Yes]/[No]
2 Amount to be converted to Canadian
dollars as of the date of calculation.
3 Amount to be converted to Canadian
dollars as of the date of calculation.
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