Mr. David Cates reports

GROUNDED LITHIUM EXECUTES STRATEGIC INVESTMENT WITH DENISON MINES

Grounded Lithium Corp. has entered into a definitive agreement, dated Jan. 15, 2024, with Denison Mines Corp., whereby Denison has the option to earn up to a 75-per-cent working interest in the Kindersley lithium project (KLP) by financing in aggregate up to $15.15-million, composed of both cash payments to Grounded Lithium of up to $3.15-million and financing project expenditures of up to $12-million through a structured earn-in option.

The agreement is expected to provide more than sufficient financing for a field pilot for the KLP, which both the company and Denison plan to advance on a priority basis. Beyond the pilot, Denison may also provide further capital during the earn-in period to finance other activities as necessary to drive the overall KLP value, such as further technical evaluations and studies, drilling, sampling, and expenditures to maintain the KLP lands in good standing.

The agreement highlights are as follows:

• Three distinct earn-in options which include a cash payment directly to the company along with dedicated expenditures to advance the KLP, as described herein. During the earn-in period, KLP expenditures will generally be financed 100 per cent by Denison, and Denison will be entitled to an increased working interest in the KLP as it completes each earn-in option phase. Key economic parameters of the agreement are summarized in the associated table.

• Upon financing the total amounts of each earn-in option, Denison has the right to either exercise the earn-in option and acquire the working interest associated with that earn-in option phase or move on to the ensuing option phase.
• Should Denison exercise the earn-in option and elect to acquire a working interest in the KLP, a formal joint venture will be created to govern the parties. The joint venture agreement will contain customary language and terms associated with an arrangement of this nature, including, but not limited to, governance provisions, rights of first refusals, dilution provisions for non-participation, and technical and management committees.
• The agreement terminates on the earlier of: (i) Denison electing to acquire its working interest and convert to a formal joint venture; (ii) June 30, 2028; or (iii) a date as otherwise agreed between the parties.
• The ability exists for either party to recommend drilling expenditures, outside of the earn-in option terms detailed herein, for which the purpose is to preserve lithium rights associated with the various KLP permits.
• Denison will become the named operator of the KLP during the earn-in period, however, to ensure continuity of site activities, the parties will enter into a two-year site management contract whereby a fee will be paid to the company to effectively manage the day-to-day site activities of the KLP.

The company also sold a 5-per-cent gross overriding royalty (GORR) on the KLP to Denison in accordance with the terms of a royalty agreement, for a cash payment of $800,000. Pursuant to the terms of the royalty agreement, the GORR drops to 2 per cent upon the receipt of all approvals, inclusive of Grounded Lithium shareholder approval of the agreement. The GORR is eliminated in its entirety on the date that is 15 months after the closing of the earn-in agreement, unless Denison elects to forfeit its rights to exercise an earn-in option.

Grounded Lithium and Denison have established an area of mutual interest in respect of any lands acquired within 10 kilometres of any existing lands contained within the KLP that are prospective for lithium (AMI lands). Grounded is free to explore for, acquire and develop lands outside of the AMI lands for its own account, and the company currently has developed several prospects which honour its geological model for economic lithium resource plays, while the company benefits from intellectual knowledge gained from the technical work on the KLP.

"Grounded remains steadfast in our vision to economically produce battery-grade lithium with a focus on low-cost operations and this strategic investment from Denison is a major step in that regard," stated Gregg Smith, president and chief executive officer. "Denison has a considerable operating footprint in Saskatchewan, as well as an excellent reputation within the province, and we continue to be impressed with the diligence and professionalism of the Denison team. We look forward to working together to unlock the full value potential of the KLP for the benefit of our respective shareholders. Further, the strategic investment from Denison in both GLC and the KLP eliminates many perceived or distinct risks in our anticipated path to commercial production."

David Cates, president and chief executive officer of Denison, commented: "Denison is excited to acquire a royalty and enter into an earn-in agreement with GLC that supports the further assessment of the KLP in Saskatchewan. Denison has developed a unique platform for the derisking of mine development projects in the province with its innovative and highly skilled Saskatoon-based technical, regulatory and operations teams. Lithium is a complementary mineral to Denison's core uranium business, with both identified as critical minerals needed to support the clean energy transition. Brine extraction also has many similarities to the in situ recovery mining method that the company has successfully validated for use at its flagship Wheeler River uranium project in Northern Saskatchewan. Combining our deep local technical capabilities with the Grounded team's experience on KLP has the potential to create an incredible environment to incubate the KLP to emerge as a premier lithium project in a top mining jurisdiction."

"The transaction with Denison is a great outcome for both parties," commented Greg Phaneuf, senior vice-president of corporate development and chief financial officer. "Denison gains exposure to a high-potential lithium brine project in Saskatchewan with similarities to its impressive uranium project development portfolio in the province, while Grounded receives immediate funding and partners with a strategic investor, with a much lower cost of capital to advance the KLP without incurring dilution at the corporate level."

The agreement is subject to the regulatory approval of the TSX Venture Exchange and is subject to receipt of shareholder approval by way of the written consent of shareholders holding over 50 per cent of the current issued and outstanding shares of the company.

Conference call details

Those interested can listen to company officials describe the transaction with Denison by participating in the following conference call.

Participant toll-free dial-in number:  1-888-300-4030

Participant toll dial-in number:  1-646-970-1443

Conference ID:  5553583

Webcast:  access on-line

The company will post a playback of the conference call on the company's website.

About Denison Mines Corp.

Denison is a uranium exploration and development company with interests focused in the Athabasca basin region of Northern Saskatchewan, Canada. The company has an effective 95-per-cent 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, a feasibility study was completed for Wheeler River's Phoenix deposit as an in situ recovery (ISR) mining operation, and an update to the previously prepared prefeasibility 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 have advanced significantly, with licensing in progress and a draft environmental impact statement submitted for regulatory and public review in October, 2022.

Denison's interests in Saskatchewan also include a 22.5-per-cent ownership interest in the McClean Lake joint venture, which owns several uranium deposits and the McClean Lake uranium mill, contracted to process the ore from the Cigar Lake mine under a toll milling agreement, plus a 25.17-per-cent interest in the Midwest Main and Midwest A deposits, and a 67.41-per-cent interest in the 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.

Through its 50-per-cent ownership of JCU (Canada) Exploration Company Ltd., Denison holds additional interests in various uranium project joint ventures in Canada, including the Millennium project (JCU, 30.099 per cent), the Kiggavik project (JCU, 33.8118 per cent) and Christie Lake (JCU, 34.4508 per cent).

Denison's exploration portfolio includes further interests in properties covering approximately 285,000 hectares in the Athabasca basin region.

About Grounded Lithium Corp.

Grounded Lithium is a publicly traded lithium brine exploration and development company that controls approximately one million metric tonnes of measured and indicated lithium carbonate equivalent mineral resource and approximately 3.2 million metric tonnes of inferred lithium carbonate equivalent resource over its focused landholdings in southwest Saskatchewan as per the company's updated preliminary economic assessment. The updated PEA, titled "NI 43-101 Technical Report: Preliminary Economic Assessment Kindersley Lithium Project -- Phase 1 Update," dated Nov. 7, 2023, and effective as of June 30, 2023, reports a phase 1 after-tax net present value (discounted at 8 per cent) of $1-billion (U.S.) with an after-tax internal rate of return of 48.5 per cent. Grounded Lithium's multifaceted business model involves the consolidation, delineation, exploitation and ultimately development of the company's opportunity base to fulfill its vision to build a best-in-class, environmentally responsible, Canadian lithium producer supporting the global energy transition shift.

Qualified person

Scientific and technical information contained in this press release has been prepared under the supervision of Doug Ashton, PEng, Alexey Romanov, PGeo, Meghan Klein, PEng, Dean Quirk, PEng, Jeffrey Weiss, PEng, Chad Hitchings, PL, Eng, and Michael Munteanu, PEng, each of whom is a qualified person within the meaning of National Instrument 43-101.

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