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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 40-F
  o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act
of 1934
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934
 For
the twelve months ended: December 31, 2009
 Commission
file number: 001-33414
 DENISON MINES CORP.
  Ontario, Canada
 1090
 Not Applicable
 Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2; Phone number: 416-979-1991
 Denison Mines (USA) Corp.
1050 17 th Street, Suite 950
Denver, CO 80265
Phone: 303-628-7798
 Not applicable.
 Common Stock without par value.
 Not
applicable.
  þ þ
 339,720,415
  o þ
  þ o
 Registrant is not yet required to submit and post such files.
 þ o




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TABLE OF CONTENTS
 DISCLOSURE CONTROLS AND PROCEDURES
     
     3AUDIT COMMITTEE FINANCIAL EXPERT
     
     4CODE OF ETHICS
     
     5PRINCIPAL ACCOUNTANT FEES AND SERVICES
     
     5OFF-BALANCE SHEET ARRANGEMENTS
     
     5TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
     
     6IDENTIFICATION OF THE AUDIT COMMITTEE
     
     6INTERACTIVE DATA FILE
     
     6UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
     
     6SIGNATURES
     
     7EXHIBIT INDEX
     
     8Exhibit 99.1Exhibit 99.2Exhibit 99.3Exhibit 99.4Exhibit 99.5Exhibit 99.6
   2




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DISCLOSURE CONTROLS AND PROCEDURES
 A. Evaluation of Disclosure Controls and Procedures
   B. Managements Annual Report on Internal Control Over Financial Reporting
  C. Report of the Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP
  D. Changes in Internal Control Over Financial Reporting
   3




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AUDIT COMMITTEE FINANCIAL EXPERT
  Education & experience relevant toMember Name
    
    performance of audit committee dutiesPaul F. Little*
    
        Chartered Accountant (ICAO)    M.B.A. (Finance)    Held position of Chief Financial
Officer of one public company and two private
companies.Catherine
J.G. Stefan,
    
        Chartered Accountant (ICAO)Chair of the Audit Committee
    
        B.Comm    Held position of Senior Vice President
of O&Y Properties Inc., President of Stefan &
Associates and Executive Vice-President of
Bramalea Group, Chair, Tax Committee of the
Canadian Institute of Public Real Estate
Companies (CIPREC).William A. Rand
    
        B.Comm (Accounting)    Two law degrees, with extensive
corporate finance experience    Has served on audit committees of a
number of public companies
 *
    
    After years of service as a director of Denison and its predecessor companies, Mr. Little has
decided not to stand for re-election to the Board at the annual meeting of shareholders to be held
on May 6, 2010.    4




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CODE OF ETHICS
 http://www.denisonmines.com
 
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Periods
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    
    Fees(2)
    
    
    Tax Fees(3)
    
    
    All Other Fees(4)December 31, 2008
    
    $
    402,586
    
    
    $
    163,037
    
    
    $
    203,403
    
    
    $
    38,884December 31, 2009
    
    $
    419,360
    
    
    $
    117,259
    
    
    $
    118,035
    
    
    $
    266,454
 Notes:(1)
    
    The aggregate fees billed for audit services.(2)
    
    The aggregate fees billed for assurance and related services that are reasonably related to the
performance of the audit or review of the Companys financial statements and are not disclosed in
the Audit Fees column. Fees relate to reviews of interim consolidated financial statements and
internal controls over financial reporting.(3)
    
    The aggregate fees billed for tax compliance, tax advice, and tax planning services, such as
transfer pricing, tax return preparation, and tax advice on the terminated Northern acquisition.(4)
    
    The aggregate fees billed for professional services other than those listed in the other three
columns. For 2009, All Other Fees relates to the Companys equity financings during the year,
the terminated Northern acquisition and preparatory work in connection with the adoption of
International Financial Reporting Standards. For 2008, All Other Fees relates to assisting the
Company in preparing for the adoption of International Financial Reporting Standards.   2008
    
    
    2009Audit Related Fees:
    
    
    100
    %
    
    
    100
    %Tax Fees:
    
    
    100
    %
    
    
    100
    %All Other Fees:
    
    
    100
    %
    
    
    100
    %
 
 OFF-BALANCE SHEET ARRANGEMENTS
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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
   AfterTotal
    
    
    1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    5 YearsDebt Obligations
    
    $
    1,064
    
    
    $
    869
    
    
    $
    122
    
    
    $
    73
    
    
    $
    Operating lease obligations
    
    $
    4,067
    
    
    $
    2,731
    
    
    $
    882
    
    
    $
    322
    
    
    $
    132TOTAL
    
    $
    5,131
    
    
    $
    3,600
    
    
    $
    1,004
    
    
    $
    395
    
    
    $
    132
 
 IDENTIFICATION OF THE AUDIT COMMITTEE
  
 INTERACTIVE DATA FILE
  
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking
  B. Consent to Service of Process
   6




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SIGNATURES
   By:
    
    /s/Ron F. HochsteinTitle:
    
    President and Chief Executive OfficerDate:
    
    March 29, 2010
  7




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99.1
    
    
    Annual Information Form for the Year Ended December 31, 200999.2
    
    
    Managements Discussion and Analysis of Results of Operations and Financial Condition for the
Year ended December 31, 2009 (Exhibit 2 of the Registrants Form 6-K furnished to the
Commission on March 18, 2010)99.3
    
    
    Consolidated Audited Financial Statements for the Years Ended December 31, 2009 and 2008
(Exhibit 3 of the Registrants Form 6-K furnished to the Commission on March 18, 2010)
together with the Independent Auditors Report thereon99.4
    
    
    Consent of PricewaterhouseCoopers LLP99.5
    
    
    Officers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 193499.6
    
    
    Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code
  8