##### 



Exhibit
99.2
 DENISON
MINES CORP.
 INTRODUCTION
  www.sedar.com www.sec.gov
 CHANGE OF YEAR END
  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
     - 1 -




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DENISON
MINES CORP.
 OVERVIEW
  BUSINESS COMBINATION.
  3 8
   BUSINESS COMBINATION
    - 2 -




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DENISON
MINES CORP.
  DMI common shares outstanding
    
    
    30,552Exchange ratio
    
    
    2.88Common shares of IUC issued to DMI shareholders, in thousands
    
    
    87,991Fair value per share of each IUC common share issued, in Cdn$
    
    $
    5.74Fair value of common shares issued by the Company, in Cdn$
    
    $
    505,069Canadian/U.S. dollar exchange rate
    
    
    1.1449Fair value of common shares issued by the Company
    
    $
    441,147Fair value of DMI share purchase warrants assumed by the Company
    
    
    11,744Fair value of DMI stock options assumed by the Company
    
    
    25,635Direct acquisition costs incurred by the Company
    
    
    3,414Purchase price
    
    $
    481,940
  Purchase Price Allocation
  DMIFair ValueDecember 1,(in thousands)
    
    2006Cash and cash equivalents
    
    $
    63,634Other current assets
    
    
    25,067Long-term investments
    
    
    7,596Property, plant and equipment
    
    
    395,752Restricted investments
    
    
    1,990Goodwill and other intangibles
    
    
    115,163Total assets
    
    
    609,202Current liabilities
    
    
    12,977Provision for post-employment benefits
    
    
    3,692Reclamation and remediation obligations
    
    
    7,888Other long-term liabilities
    
    
    9,553Future income tax liability
    
    
    93,152Total liabilities
    
    
    127,262Net assets purchased
    
    $
    481,940
  - 3 -




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DENISON
MINES CORP.
   The Uranium Industry
   Uranium Supply and Demand
     - 4 -




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DENISON
MINES CORP.
 Uranium Prices
   3 8
   3 8
 3 8
  Competition
  - 5 -




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DENISON
MINES CORP.
  The Vanadium Market
  2 5 2 5 2 5
  2 5 2 5 2 5
  Marketing Uranium
   - 6 -




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DENISON
MINES CORP.
   Marketing Vanadium
 2 5
 SELECTED ANNUAL FINANCIAL INFORMATION
  3 Months ended
    
    15 Months ended
    
    Years EndedDecember 31,
    
    December 31,
    
    September 30,(in thousands)
    
    2006
    
    2006
    
    2005
    
    2004Results of Operations:Total revenues
    
    $
    8,322
    
    
    $
    9,722
    
    
    $
    131
    
    
    $
    2,424Net (loss)
    
    
    (2,407
    )
    
    
    (16,998
    )
    
    
    (11,450
    )
    
    
    (5,045
    )Basic and diluted (loss) per share
    
    
    (0.02
    )
    
    
    (0.18
    )
    
    
    (0.14
    )
    
    
    (0.07
    )Financial Position:Working capital
    
    $
    93,743
    
    
    $
    93,743
    
    
    $
    4,244
    
    
    $
    15,467Long-term investments
    
    
    16,600
    
    
    
    16,600
    
    
    
    3,814
    
    
    
    892Property, plant and equipment
    
    
    403,571
    
    
    
    403,571
    
    
    
    6,767
    
    
    
    3,686Total assets
    
    
    659,348
    
    
    
    659,348
    
    
    
    34,214
    
    
    
    36,902Total long-term liabilities
    
    $
    123,244
    
    
    $
    123,244
    
    
    $
    13,444
    
    
    $
    17,748
 RESULTS OF OPERATIONS
 General
   - 7 -




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DENISON
MINES CORP.
   Revenues
 3 8
  Current Contracted Sales Volumes (Note 1)  3 8
 (in
thousands)
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    PricingMarket Related
    
    
    590
    
    
    
    590
    
    
    
    440
    
    
    
    0
    
    
    80% to 85% of SpotLegacy Base Escalated
    
    
    220
    
    
    
    220
    
    
    
    0
    
    
    
    0
    
    
    $12.50 to $25.50Legacy Market Related
    
    
    0
    
    
    
    140
    
    
    
    175
    
    
    
    0
    
    
    96% of Spot
 
 Notes:1.
    
    Assumes customers take maximum quantities permitted by contract      - 8 -




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DENISON
MINES CORP.
       Operating Expenses
 Uranium Production
  (1) (1)
   
 (1)
    
    These are non-GAAP measures based upon the underlying accounts of DMI. - 9 -




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DENISON
MINES CORP.
 Alternate Feed Milling and Mill Stand-By Expenditures
 Revenues
  Revision of Asset Retirement Obligation
  Uranium
Mining and Development
    Sales Royalties and Capital Taxes
  MINERAL PROPERTY EXPLORATION
    - 10 -




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DENISON
MINES CORP.
 a)
    
    The Company acquired an option from Consolidated Abaddon Resources Inc. to earn a 51%
interest in the Huard-Kirsch Lakes Property located in the eastern part of the Athabasca
Basin, Saskatchewan. The Company paid Cdn$25,000 in cash and is required to incur
Cdn$1,500,000 in exploration expenditures on or before November 1, 2008 to earn its interest;
 b)
    
    The Company and JNR Resources Inc. formed a 60/40 joint venture to explore a number of claims
in the Bell Lake area located in the northern part of the Athabasca Basin. These claims are
subject to a 2% net smelter returns royalty;
 c)
    
    The Company acquired an option from Consolidated Abaddon Resources Inc. to earn up to a 75%
interest in the Sims Lake Property located in the west central part of Labrador. The Company
is required to pay Cdn$40,000 in cash and incur Cdn$450,000 in exploration expenditures over
two years to earn an initial 51% interest and incur further exploration expenditures of
Cdn$1,000,000 on or before January 1, 2010 to earn an additional 24% interest. These claims
are subject to a 2% net smelter returns royalty; and
 d)
    
    The Company acquired an option with Cameco Corporation to earn up to a 75% interest in the
Park Creek Property located in the eastern part of the Athabasca Basin. The Company is
required to incur exploration expenditures of Cdn$2,800,000 over three years to earn an
initial 49% interest and a further Cdn$3,000,000 over two years to earn an additional 26%
interest.
      General and Administrative
  a)
    
    stock-based compensation expense of $5,370,000 for 2006 compared to $948,000 for 2005;b)
    
    an increase in consulting and other fees of $556,000 for 2006 relating to compliance with
Section 404 of the Sarbanes-Oxley Act;c)
    
    an increase in other public company expenses of $606,000 due to additional compliance costs;d)
    
    inclusion of DMI effective December 1, 2006; ande)
    
    Inclusion of 2006 as a 15-month period.
  - 11 -




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DENISON
MINES CORP.
 Other Income and Expenses
    Investment in Fortress Minerals Corp.
   Outlook for 2007
 Mining and Production
    3 8
 - 12 -




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DENISON MINES CORP.
 3 8
 3 8
 Exploration
 Athabasca Basin
       Southwest United States
  Mongolia
  - 13 -




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DENISON MINES CORP.
  Australia
  SUMMARY OF QUARTERLY FINANCIAL RESULTS
 2006
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2006(in thousands)
    
    Q5
    
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1Total revenues
    
    $
    8,322
    
    
    $
    1
    
    
    $
    2
    
    
    $
    666
    
    
    $
    731Net income (loss)
    
    
    (2,407
    )
    
    
    (6,368
    )
    
    
    (2,886
    )
    
    
    (2,474
    )
    
    
    (2,863
    )Basic and
diluted earnings (loss) per share
    
    
    (0.02
    )
    
    
    (0.06
    )
    
    
    (0.03
    )
    
    
    (0.03
    )
    
    
    (0.04
    )
 2005
    
    
    2005
    
    
    2005
    
    
    2005(in thousands)
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1Total revenues
    
    $
    80
    
    
    $
    47
    
    
    $
    
    
    
    $
    4Net income (loss)
    
    
    (7,692
    )
    
    
    (1,153
    )
    
    
    (1,438
    )
    
    
    (1,167
    )Basic and diluted earnings (loss) per share
    
    
    (0.09
    )
    
    
    (0.01
    )
    
    
    (0.02
    )
    
    
    (0.01
    )
 RESULTS OF OPERATIONS
   LIQUIDITY AND CAPITAL RESOURCES
    - 14 -




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DENISON MINES CORP.
    EVENTS SUBSEQUENT TO YEAR-END
     OFF-BALANCE SHEET ARRANGEMENTS
  TRANSACTIONS WITH RELATED PARTIES
 3 8 6 3 8 6
  - 15 -




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DENISON MINES CORP.
  (in thousands)
    
    2006 (1)Fees earned
from UPC included in revenue:Management fees, including out-of-pocket expenses
    
    $
    94Commission fees on purchase and sale of uranium
    
    
    336Fees earned from UPC included in other income:Loan interest under credit facility
    
    
    57Standby fee under credit facility
    
    
    3Total fees earned from UPC
    
    $
    490
 (1)
    
    Reflects fees earned for the one month period of December 2006 only.   a)
    
    incurred legal fees of $292,000 (2005: $77,000) with a law firm of which a partner is a
director of the Company;b)
    
    incurred management and administrative service fees of $237,000 (2005: $169,000) with a
company owned by the Chairman of the Company which provides corporate development, office
premises, secretarial and other services in Vancouver at a rate of Cdn$18,000 per month
plus expenses. At December 31, 2006, an amount of $100,000 (September 30, 2005: $70,000)
was due to this company;c)
    
    provided executive and administrative services to Fortress and charged an aggregate of
$112,000 (2005: $21,000) for such services. At December 31, 2006, an amount of $31,000
(September 30, 2005: $29,000) was due from Fortress relating to this agreement.
 OUTSTANDING SHARE DATA
  CONTROLS AND PROCEDURES
    - 16 -




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DENISON MINES CORP.
 CRITICAL ACCOUNTING ESTIMATES
   Depletion and Amortization of Property, Plant and Equipment
  Impairment of Long-Lived Assets
  Asset Retirement Obligations
  Stock-Based Compensation
  Retiree Benefit Obligation
  - 17 -




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DENISON MINES CORP.
 CHANGES IN ACCOUNTING POLICIES
     a)
    
    CICA Handbook Section 1530: Comprehensive Income establishes standards for reporting
comprehensive income, defined as a change in value of net assets that is not due to owner
activities, by introducing a new requirement to temporarily present certain gains and losses
outside of net income. The impact of this new standard is discussed below in c);
 b)
    
    CICA Handbook Section 3251: Equity establishes standards for the presentation of equity and
changes in equity during the reporting period. The adoption of this new standard by the
Company is not expected to have a material impact;
 c)
    
    CICA Handbook Section 3855: Financial Instruments  Recognition and Measurement establishes
standards for the recognition, classification and measurement of financial instruments
including the presentation of any resulting gains and losses. Assets classified as
available-for-sale securities will have revaluation gains and losses included in other
comprehensive income (and not included in the income statement) until such time as the asset
is disposed of or incurs a decline in fair value that is other than temporary. At such time,
any gains or losses will then be realized and reclassified to the income statement. At
December 31, 2006, the Company had certain long-term investments that would be classified as
available-for-sale securities under this new standard, and any unrealized gains and losses
would be included in comprehensive income; and
 d)
    
    CICA Handbook Section 1506: Accounting Changes (CICA 1506) effective for fiscal years
beginning on or after January 1, 2007 establishes standards and new disclosure requirements
for the reporting of changes in accounting policies and estimates and the reporting of error
corrections. CICA 1506 clarifies that a change in accounting policy can be made only if it is
a requirement under Canadian GAAP or if it provides reliable and more relevant financial
statement information. Voluntary changes in accounting policies require retrospective
application of prior period financial statements, unless the retrospective effects of the
changes are impracticable to determine, in which case the retrospective application may be
limited to the assets and liabilities of the earliest period practicable, with a corresponding
adjustment made to opening retained earnings.
 CONTRACTUAL OBLIGATIONS
   Less Than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    One Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsOperating lease obligations
    
    $
    1,365,000
    
    
    $
    249,000
    
    
    $
    375,000
    
    
    $
    239,000
    
    
    $
    502,000
 ENVIRONMENTAL RESPONSIBILITY
  - 18 -




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DENISON MINES CORP.
     RESEARCH AND DEVELOPMENT
  RISK FACTORS
  Volatility and Sensitivity to Prices and Costs
 3 8 2 5
   Competition from Other Energy Sources and Public Acceptance of Nuclear Energy
  - 19 -




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DENISON MINES CORP.
  Uranium Industry Competition and International Trade Restrictions
 6
 Deregulation of the Electrical Utility Industry
  Replacement of Reserves and Resources
   Imprecision of Reserve and Resource Estimates
  Decommissioning and Reclamation
  - 20 -




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DENISON MINES CORP.
    Technical
Obsolescence
  Property
Title Risk
   Production Estimates
   Mining and Insurance
  - 21 -




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DENISON MINES CORP.
    Dependence on Issuance of License Amendments and Renewals
  Limited Operating History
  Nature of Exploration and Development
     Governmental Regulation and Policy Risks
  - 22 -




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DENISON MINES CORP.
    Mongolian Properties
  OmegaCorp
  Environmental Risks
  - 23 -




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DENISON MINES CORP.
   Credit Risk
   Currency Fluctuations
  Dependence on Key Personnel
  Internal Controls
  Conflicts of Interest
  Reliance on ARC as Operator
  Indemnities
  - 24 -




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DENISON MINES CORP.
  - 25 -