MERGER – Denison to absorb OmegaCorp

TORONTO - DENISON MINES has announced its takeover plans for OMEGACORP of Australia. Omega has a portfolio of uranium projects in southern Africa, including the advanced stage Kariba project in Zambia.

Omega holds a 100% interest in the Kariba project, 200 km south of Lusaka. A resource estimate (not NI 43-101-compliant) of the Mutanga and Dibwe areas is 16.4 million tonnes grading 0.038% U3O8 or 13.7 million lb. A third area of mineralization, named Dungua, has also been identified. A scoping study of the project indicates that a mine could produce 1.5 million lb of U3O8 annually at an initial estimated cost of US$23/lb. With a mining rate of 2.0 million t/y, the project would have a life of between six and 10 years, and Denison believes there is the possibility of increasing the resources and mine life. The conceptual flowsheet includes milling, scrubbing, alkali leaching and CCD processes.

Denison is offering A$1.10 for each issued and outstanding share of Omega, making the deal worth A$170 million (Cdn$154 million). Directors of the Australian company have indicated that they will unanimously approve Denison's offer, and they have further agreed not to solicit other offers.

The bid implementation agreement is available at www.Sedar.com. Find the "Other" document posted by Denison on Dec. 5, 2006.