Exhibit 99.1




---



##### 



Table Of Contents
 Currency
    
    
    1Basis Of Presentation
    
    
    1Note Regarding Forward-Looking Information
    
    
    1Note To United States Investors Concerning Estimates Of Measured, Indicated And Inferred Resources
    
    
    2Incorporation and Subsidiaries
    
    
    3General Development of the BusinessThree-Year Highlights
    
    
    4Denisons BusinessOverview
    
    
    10Marketing
    
    
    12OperationsMcClean Lake
    
    
    15Mining Equipment Development Program
    
    
    18Midwest Project Development
    
    
    19White Mesa Mill
    
    
    20Alternate Feed Materials
    
    
    22U.S. Mines
    
    
    23Ore Purchase and Toll Milling
    
    
    31Mineral PropertiesSummary of Reserves and Resources
    
    
    32McClean Lake
    
    
    37Midwest
    
    
    42Phoenix Deposit at the Wheeler Property
    
    
    48Henry Mountains Complex
    
    
    55Arizona Strip
    
    
    61Colorado Plateau
    
    
    68Gurvan Saihan Joint Venture
    
    
    68Mutanga Project
    
    
    76Mineral ExplorationGeneral
    
    
    81McClean Lake
    
    
    82Midwest
    
    
    82Wolly
    
    
    82Waterfound
    
    
    83Moore Lake
    
    
    83Wheeler River
    
    
    83Park Creek
    
    
    84Bell Lake Joint Venture
    
    
    85Huard-Kirsch
    
    
    85Murphy Lake Project
    
    
    85Hatchet Lake Project
    
    
    85Turkey Lake
    
    
    86Bachman Lake Project
    
    
    86Crawford Lake Project
    
    
    87Brown Lake Project
    
    
    87Ford Lake Project
    
    
    87Jasper Lake Project
    
    
    87Stevenson River Project
    
    
    88Ahenakew Lake Project
    
    
    88North Wedge Project
    
    
    88JNR Operated Projects
    
    
    88Gold Property
    
    
    88U.S. Properties
    
    
    88Mongolia
    
    
    89Mutanga
    
    
    91Quality Assurance and Quality Control Procedures and Protocols
    
    
    92Manager of UPC
    
    
    100Denison Environmental Services
    
    
    100Environmental and Safety MattersCanada
    
    
    101United States
    
    
    102Mongolia
    
    
    103Zambia
    
    
    103Employees
    
    
    103Government RegulationCanadian Uranium Industry
    
    
    103U.S. Uranium Industry
    
    
    104Land Tenure
    
    
    105Canadian Royalties
    
    
    106Canadian Income and Other Taxes
    
    
    107U.S. Income and Other Taxes
    
    
    107Other International Income Taxes
    
    
    107Risk Factors
    
    
    108Description of SecuritiesCommon Shares
    
    
    117Warrants
    
    
    118Dividend Policy
    
    
    118Market For Securities
    
    
    118Directors and Officersdirectors
    
    
    119executive officers
    
    
    120Standing Committeesthe Audit Committee
    
    
    122Other Board committees
    
    
    124corporate governance
    
    
    124Legal and regulatory Proceedings
    
    
    124Interest of Management and Others in Material Transactions
    
    
    126Registrar and Transfer Agent
    
    
    127Material Contracts
    
    
    127Names and Interests of Experts
    
    
    129Additional Information
    
    
    130Exhibit 1  Organizational structureSchedule AAudit Committee Mandate and CharterSchedule BGlossary of Terms




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##### 



Currency
 AIF
 Basis of Presentation
 Denison Company
 Note Regarding Forward-Looking Information
    
    
    the estimates of Denisons mineral reserves and mineral resources;
    
    estimates regarding Denisons uranium and vanadium production levels and sales volumes;
 
    
    Denisons capital expenditure program, estimated production costs, exploration and
development expenditures and reclamation costs;
    
    expectations of market prices and costs;
    
    supply and demand for uranium and vanadium;
    
    possible impacts of litigation and regulatory actions on Denison;
 
    
    exploration, development and expansion plans and objectives;
 
    
    Denisons expectations regarding additions to its mineral reserves and resources
through acquisitions and development; and
 
    
    receipt of regulatory approvals, permits and licences and treatment under
governmental regulatory regimes.
  1




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##### 




    
    global financial conditions;
    
    volatility in market prices for uranium and vanadium;
    
    the market price of Denisons securities;
    
    ability to access capital;
    
    changes in foreign currency exchange rates and interest rates;
    
    liabilities inherent in mining operations;
    
    uncertainties associated with estimating mineral reserves and resources and production;
 
    
    uncertainty as to reclamation and decommissioning liabilities;
 
    
    failure to obtain industry partner, government and other third party consents and
approvals, when required;
 
    
    delays in obtaining permits and licences for development properties;
 
    
    competition for, among other things, capital, acquisitions of mineral reserves,
undeveloped lands and skilled personnel;
 
    
    public resistance to the expansion of nuclear energy or uranium mining;
 
    
    uranium industry competition and international trade restrictions;
 
    
    incorrect assessments of the value of acquisitions;
    
    geological, technical and processing problems;
 
    
    the ability of Denison to meet its obligations to its creditors;
 
    
    actions taken by regulatory authorities with respect to mining activities
 
    
    the potential influence of, or reliance upon, its business partners;
 
    
    the adequacy of insurance coverage; and
 
    
    the other factors discussed under Risk Factors in this AIF.
   Note To United States Investors Concerning  Estimates Of Measured, Indicated And Inferred Resources
 United States investors
are cautioned not to assume that all or any part of measured or indicated mineral resources will
ever be converted into mineral
reserves. United States investors are also cautioned not to assume that all or any part of an
inferred mineral resource exists, or is economically or legally mineable.
  2




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##### 



Incorporation And Subsidiaries
 Incorporation
 IUC Ontario Business Corporations Act OBCA DMI Denison Arrangement IUC Subco
  Common Shares TSX NYSE Amex
 Securities Exchange Act of 1934
 Subsidiaries
  DMH
 
    
    the White Mesa mill, a 2,000-ton per day uranium and vanadium processing plant near
Blanding, Utah through Denison White Mesa LLC;
 
    
    the Colorado Plateau mines, straddling the Colorado and Utah border, through Denison
Colorado Plateau LLC;
 
    
    the Arizona Strip properties through Denison Arizona Strip LLC;
  3




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##### 




    
    the Henry Mountains uranium complex in southern Utah and other exploration properties
through Denison Henry Mountains LLC; and
 
    
    miscellaneous properties through Denison Properties LLC.
   OmegaCorp
 ARC AREVA
 General Development Of The Business
 Three-Year Highlights
 2008
 U 3 O 8 3 8
 Geostat Standards of Disclosure for
Mineral Projects NI 43-101 3 8 3 8 3 8 3 8
 Uranerz
  4




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##### 



Credit
Facility
 DES
  Income Tax Act
 3 8 V 2 O 5
 2009
 3 8
  CSA Global 3 8 3 8 3 8 3 8 3 8 3 8 3 8 3 8 3 8 3 8
  5




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##### 



3 8
 Scott Wilson RPA 3 8 3 8
 3 8
  Income Tax Act
 Northern Business Corporations Act
 KEPCO Subscription Agreement KEPCO
 KEPCO Offtake Agreement 3 8
  6




---



##### 



KEPCO SRA
   ARG CNSC
 3 8 3 8 3 8
     3 8 2 5
 2010
 3 8 3 8 3 8
  7




---



##### 



SRK 3 8 3 8 3 8
 2010 Offering Special Warrants Income Tax Act FT Special Warrants
  8




---



##### 



3 8 2 5
 3 8 3 8 2 5 2 5
 2011  Recent Developments
 White Canyon White Canyon Acquisition
   3 8 3 8
  9




---



##### 



2011 Offering
 RPA Inc.
 Denisons Business
 Overview
  EFN
     10




---



##### 



UPC 3 8 UF 6
   
    
    the White Mesa mill, a 2,000 ton per day uranium and vanadium processing plant near
Blanding, Utah;
 
    
    the Arizona Strip uranium properties, in north central Arizona;
 
    
    the Colorado Plateau uranium/vanadium properties, straddling the southwestern
Colorado and southeastern Utah border;
 
    
    the Henry Mountains Complex uranium properties, in south central Utah; and
 
    
    uranium sales contracts, alternate feed processing contracts, toll milling
agreements and joint venture agreements.
  
    
    22.50% interest in the McClean Lake uranium processing facility and uranium deposits
in northern Saskatchewan;
 
    
    25.17% interest in the Midwest uranium project, including the Midwest and the
Midwest A deposits, Saskatchewan;
 
    
    60% interest in the Wheeler River project including the Phoenix deposit,
Saskatchewan;
 
    
    75% interest in the Moore Lake property, Saskatchewan;
 
    
    49% interest in the Park Creek property, Saskatchewan;
 
    
    22.5% interest in the Wolly project, Saskatchewan;
 
    
    various wholly-owned and joint ventured exploration properties in the Athabasca
Basin, Saskatchewan;
 
    
    management services agreement with UPC; and
 
    
    environmental services business (DES);
  
    
    70% interest in the Gurvan Saihan Joint Venture, which holds 181,574 hectares of
uranium exploration properties in Mongolia.
  
    
    100% interest in the Mutanga uranium project, which holds two mining licences
totalling 457,300 hectares in the southern part of Zambia.
  11




---



##### 



Marketing
 The Uranium Industry
  Uranium Demand
  UxCo ) 3 8
  Primary Uranium Supply
    12




---



##### 



Secondary Uranium Supply
 HEU
    Uranium Prices
  3 8
   13




---



##### 



Competition
   Marketing Uranium
  3 8 3 8 3 8
  The Vanadium Market
      14




---



##### 



Vanadium Marketing
 2 5 FeV
 Operations
 McClean Lake
 TMF
  McClean Lake Mill
 Cameco
 Mining
   15




---



##### 



Operations
  2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Ore Milled (thousand tonnes)
    
    
    97
    
    
    
    181
    
    
    
    161
    
    
    
    170
    
    
    
    131Average Grade (% U3O8)
    
    
    0.80
    
    
    
    0.97
    
    
    
    0.96
    
    
    
    0.53
    
    
    
    0.68Production (thousand pounds U3O8)
    
    
    1,731
    
    
    
    3,609
    
    
    
    3,248
    
    
    
    1,907
    
    
    
    1,794Denisons share (thousand pounds U3O8)
    
    
    389
    
    
    
    812
    
    
    
    731
    
    
    
    429
    
    
    
    404
 3 8
    16




---



##### 



Tailings Disposal
   Property
  Mill Licence
 MED
  Environmental
   17




---



##### 



Cigar Lake Toll Milling
    Mining Equipment Development Program
   3 8
  18




---



##### 



Midwest Project Development
   
 Deposits
  3 8
 Development
   19




---



##### 



3 8 3 8
 White Mesa Mill
    3 8
  20




---



##### 



Current Condition and Operating Status
   UF 4 4
  2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Alternate Feed Milled (tons)
    
    
    310
    
    
    
    177
    
    
    
    
    
    
    
    44,136
    
    
    
    214Conventional Ore Milled (tons)
    
    
    194,440
    
    
    
    144,434
    
    
    
    248,744
    
    
    
    
    
    
    
    Uranium Production
(000s pounds U3O8)Alternate Feed
    
    
    299
    
    
    
    191
    
    
    
    94
    
    
    
    254
    
    
    
    242Conventional Ore
    
    
    754
    
    
    
    423
    
    
    
    791
    
    
    
    
    
    
    
    Total Uranium Production
    
    
    1,053
    
    
    
    614
    
    
    
    885
    
    
    
    254
    
    
    
    242Vanadium Production
(000s pounds V2O5)
    
    
    2,347
    
    
    
    501
    
    
    
    1,223
    
    
    
    
    
    
    
    Year-end Ore Stockpile (tons)
    
    
    92,821
    
    
    
    174,358
    
    
    
    122,477
    
    
    
    84,943
    
    
    
    Tolled Ore Milled (tons)
    
    
    39,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Mill Licence
 UDEQ DRC
  21




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##### 



Tailings Disposal
    Environmental
  Alternate Feed Materials
 NRC
 DOE
  22




---



##### 



U.S. Mines
  Colorado Plateau District
  Colorado Plateau District 2 5 3 8
  BLM
  23




---



##### 



Operations
 Colorado Plateau
 
    24




---



##### 



Mine
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007BeaverTons
    
    
    42,941
    
    
    
    33,701
    
    
    
    729
    
    
    
    % U3O8
    
    
    0.21
    %
    
    
    0.18
    %
    
    
    0.26
    %
    
    
    % V2O5
    
    
    1.11
    %
    
    
    0.97
    %
    
    
    1.41
    %
    
    
    PandoraTons
    
    
    48,099
    
    
    
    79,750
    
    
    
    52,623
    
    
    
    32,444% U3O8
    
    
    0.21
    %
    
    
    0.23
    %
    
    
    0.23
    %
    
    
    0.25
    %% V2O5
    
    
    1.15
    %
    
    
    1.23
    %
    
    
    1.22
    %
    
    
    1.34
    %RimTons
    
    
    
    
    
    
    3,475
    
    
    
    2,238
    
    
    
    % U3O8
    
    
    
    
    
    
    0.07
    %
    
    
    0.04
    %
    
    
    % V2O5
    
    
    
    
    
    
    0.70
    %
    
    
    0.40
    %
    
    
    Sunday/St. JudeTons
    
    
    
    
    
    
    16,073
    
    
    
    27,497
    
    
    
    10,879% U3O8
    
    
    
    
    
    
    0.18
    %
    
    
    0.19
    %
    
    
    0.16
    %% V2O5
    
    
    
    
    
    
    0.97
    %
    
    
    1.04
    %
    
    
    0.86
    %TopazTons
    
    
    
    
    
    
    1,506
    
    
    
    9,707
    
    
    
    7,753% U3O8
    
    
    
    
    
    
    0.09
    %
    
    
    0.13
    %
    
    
    0.16
    %% V2O5
    
    
    
    
    
    
    0.48
    %
    
    
    0.70
    %
    
    
    0.86
    %West SundayTons
    
    
    
    
    
    
    26,132
    
    
    
    30,121
    
    
    
    16,526% U3O8
    
    
    
    
    
    
    0.18
    %
    
    
    0.21
    %
    
    
    0.17
    %% V2O5
    
    
    
    
    
    
    0.97
    %
    
    
    1.13
    %
    
    
    0.92
    %
  3 8 2 5 3 8 2 5, 3 8 2 5
  25




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##### 



Permitting
  CDRMS DMO EPP
    PO FONSI EA
    26




---



##### 



USFS UDOGM
 Henry Mountains Complex
  
     27




---



##### 



Operations
 DMC
 3 8
  3 8 3 8
 3 8
  Permitting
    28




---



##### 



Arizona Strip
  Pathfinder
    29




---



##### 



Arizona Strip
 
  Operations
 Redpath
   3 8
   30




---



##### 



3 8
  Permitting
 ADEQ DAQ
    Ore Purchase and Toll Milling
  3 8 2 5 3 8 2 5
 3 8
  31




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##### 



Mineral Properties
   Summary of Reserves and Resources
  Mineral Reserve Estimates
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Deposit
    
    (,000)
    
    
    % U3O8
    
    
    (,000)
    
    
    (,000)McClean  Ore Stockpile
    
    
    93.8
    
    
    
    0.37
    
    
    
    751
    
    
    
    169White Mesa  Ore Stockpile(1)
    
    
    4.8
    
    
    
    0.40
    
    
    
    42
    
    
    
    42Total Reserves
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    211
 Measured Mineral Resource Estimates (2)(3)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Deposit
    
    (,000)
    
    
    % U3O8
    
    
    (,000)
    
    
    (,000)Mutanga  Mutanga
    
    
    1,880.0
    
    
    
    0.048
    
    
    
    1,992
    
    
    
    1,992
  32




---



##### 



Indicated Mineral Resource Estimates (2)(3)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Deposit
    
    (,000)
    
    
    % U3O8
    
    
    (,000)
    
    
    (,000)McClean  Caribou
    
    
    39.5
    
    
    
    3.13
    
    
    
    2,724
    
    
    
    613McClean  Sue D
    
    
    122.8
    
    
    
    1.05
    
    
    
    2,840
    
    
    
    639McClean North
    
    
    206.9
    
    
    
    2.75
    
    
    
    12,549
    
    
    
    2,823Midwest(4)
    
    
    354.0
    
    
    
    5.50
    
    
    
    42,900
    
    
    
    10,800Midwest A
    
    
    464.0
    
    
    
    0.57
    
    
    
    5,800
    
    
    
    1,460Wheeler  Phoenix
    
    
    89.9
    
    
    
    18.00
    
    
    
    35,638
    
    
    
    21,383Henry Mountains  Bullfrog
    
    
    651.7
    
    
    
    0.33
    
    
    
    4,674
    
    
    
    4,674Henry Mountains-Tony M
    
    
    1,527.8
    
    
    
    0.24
    
    
    
    8,140
    
    
    
    8,140Mongolia  Hairhan
    
    
    12,261.0
    
    
    
    0.06
    
    
    
    19,780
    
    
    
    13,846Mutanga  Mutanga
    
    
    8,400.0
    
    
    
    0.03
    
    
    
    5,817
    
    
    
    5,817Total Indicated Resources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,195
 Inferred Mineral Resource Estimates (2)(5)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Deposit
    
    (,000)
    
    
    % U3O8
    
    
    (,000)
    
    
    (,000)McClean  Sue E (6)
    
    
    483.4
    
    
    
    0.69
    
    
    
    7,300
    
    
    
    1,643McClean  Sue D
    
    
    24.2
    
    
    
    0.39
    
    
    
    209
    
    
    
    47McClean North
    
    
    3.3
    
    
    
    0.79
    
    
    
    58
    
    
    
    13Midwest
    
    
    25.0
    
    
    
    0.80
    
    
    
    400
    
    
    
    101Midwest A
    
    
    9.2
    
    
    
    21.23
    
    
    
    4,300
    
    
    
    1,082Wheeler  Phoenix
    
    
    23.8
    
    
    
    7.30
    
    
    
    3,811
    
    
    
    2,287Henry Mountains  Bullfrog
    
    
    685.2
    
    
    
    0.35
    
    
    
    5,332
    
    
    
    5,332Henry Mountains -Tony M
    
    
    779.9
    
    
    
    0.16
    
    
    
    2,750
    
    
    
    2,750Arizona Strip  Arizona 1
    
    
    59.8
    
    
    
    0.66
    
    
    
    869
    
    
    
    869Arizona Strip  Canyon
    
    
    64.0
    
    
    
    1.08
    
    
    
    1,523
    
    
    
    1,523Arizona Strip  Pinenut
    
    
    86.5
    
    
    
    0.54
    
    
    
    1,037
    
    
    
    1,037EZ Complex
    
    
    203.4
    
    
    
    0.47
    
    
    
    2,105
    
    
    
    2,105Mongolia  Hairhan
    
    
    5,536.0
    
    
    
    0.04
    
    
    
    5,811
    
    
    
    4,068Mutanga  Mutanga
    
    
    7,230.0
    
    
    
    0.02
    
    
    
    3,287
    
    
    
    3,287Mutanga  Dibwe
    
    
    17,040.0
    
    
    
    0.02
    
    
    
    8,967
    
    
    
    8,967Mutanga  Mutanga Ext
    
    
    500.0
    
    
    
    0.03
    
    
    
    400
    
    
    
    400Mutanga  Mutanga East
    
    
    200.0
    
    
    
    0.03
    
    
    
    100
    
    
    
    100Mutanga  Mutanga West
    
    
    500.0
    
    
    
    0.03
    
    
    
    400
    
    
    
    400Total Inferred Mineral Resources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,011
 Notes:
 (1)
    
    White Mesa  Ore Stockpile does not include stockpiled U3O8 which
has been mined from deposits in the Colorado Plateau where no mineral reserve and mineral
resource estimates have been prepared in accordance with NI 43-101.(2)
    
    Mineral resources that are not mineral reserves do not have demonstrated economic viability.(3)
    
    The measured and indicated mineral resources were estimated at various block cut-off grades
and 0.10% U3O8 was selected as most reasonable for the McClean deposits,
0.35% U3O8for the Caribou deposit, 0.30% U3O8 for
Midwest, 0.05% eU (0.059% eU3O8) for Midwest A, 0.80%
U3O8 for Wheeler, 0.20% eU3O8 with a minimum
thickness of 4 feet for Henry Mountains  Bullfrog, a 0.10% eU3O8 with a
minimum thickness of 2 feet for Henry Mountains Tony M, 0.02% U (0.024%
U3O8) with a minimum thickness of 2.0 metres for Mongolia, and a 100 ppm
cutoff for Mutanga.(4)
    
    The Companys share of the indicated mineral resources at Midwest also contains 4.35% nickel
(8.55 million pounds) and 0.34% cobalt (0.68 million pounds).(5)
    
    The inferred mineral resources were estimated at various block cut-off grades and 0.10%
U3O8 was selected as most reasonable for the McClean deposits, 0.30%
U3O8 for Midwest 0.05% eU (0.059% eU3O8) for
Midwest A, 0.80% U3O8 for Wheeler, 0.20% eU3O8
with a minimum thickness of 4 feet for Henry Mountains  Bullfrog, 0.10%
eU3O8 with a minimum thickness of 2 feet for Henry Mountains  Tony M,
0.20% eU3O8 for the Arizona Strip and EZ 1 and EZ 2, 0.02% U (0.024%
U3O8) with a minimum thickness of 2.0 metres for Mongolia, 100 ppm for
Mutanga and Dibwe, and 200 ppm for Mutanga Ext, Mutanga East and Mutanga West.(6)
    
    The operator conducted confirmatory drilling on a portion of these resources outside the
designed pit and late in 2006 submitted a preliminary analysis detailing an inferred resource
of 2 million pounds on a 100% basis in this area, as compared to the 7.3 million pounds that
Scott Wilson RPA has estimated. As at December 31, 2010, Scott Wilson RPA has not
re-estimated the resource using the new drill information.  33




---



##### 



Reports
   Reconciliation of Denisons Share of Uranium Mineral Reserves
(in thousands of pounds U 3 O 8 )
 December 31,
    
    
    2010
    
    
    2010 Additions
    
    
    December 31,Reserves
    
    2009
    
    
    Throughput(1)
    
    
    (Deletions)(2)
    
    
    2010McClean  Ore Stockpile
    
    
    604
    
    
    
    (388
    )
    
    
    (47
    )
    
    
    169White Mesa  Ore Stockpile(3)
    
    
    0
    
    
    
    (198
    )
    
    
    240
    
    
    
    42Total Reserves
    
    
    604
    
    
    
    (586
    )
    
    
    193
    
    
    
    211
 Notes:
 (1)
    
    Corresponds to mill feed. The difference between the 2010 mill feed and Denisons share of
pounds of U3O8 produced is due to mill recovery and changes of
in-process circuit inventory.(2)
    
    Additions or deletions of reserves include ore mined to stockpile and adjustments provided
from mining and milling results.(3)
    
    White Mesa  Ore Stockpile does not include stockpiled U3O8 which
has been mined from deposits in the Colorado Plateau where no mineral reserve and mineral
resource estimates have been prepared in accordance with NI 43-101.  34




---



##### 



Reconciliation of Denisons Share of Uranium Mineral Resources
(in thousands of pounds U 3 O 8 )
 December 31,
    
    
    2010
    
    
    2010 Additions
    
    
    December 31,Resources
    
    2009
    
    
    Ore Mined
    
    
    (Deletions)(1)
    
    
    2010McClean  Caribou
indicated
    
    
    613
    
    
    
    0
    
    
    
    0
    
    
    
    613McClean  Sue E
inferred
    
    
    1,643
    
    
    
    0
    
    
    
    0
    
    
    
    1,643McClean  Sue D
indicated
    
    
    639
    
    
    
    0
    
    
    
    0
    
    
    
    639inferred
    
    
    47
    
    
    
    0
    
    
    
    0
    
    
    
    47McClean North
indicated
    
    
    2,829
    
    
    
    (6
    )
    
    
    0
    
    
    
    2,823inferred
    
    
    13
    
    
    
    0
    
    
    
    0
    
    
    
    13Midwest
indicated
    
    
    10,800
    
    
    
    0
    
    
    
    0
    
    
    
    10,800inferred
    
    
    101
    
    
    
    0
    
    
    
    0
    
    
    
    101Midwest A
indicated
    
    
    1,460
    
    
    
    0
    
    
    
    0
    
    
    
    1,460inferred
    
    
    1,082
    
    
    
    0
    
    
    
    0
    
    
    
    1,082Wheeler  Phoenix
indicated
    
    
    0
    
    
    
    0
    
    
    
    21,383
    
    
    
    21,383inferred
    
    
    0
    
    
    
    0
    
    
    
    2,287
    
    
    
    2,287Henry Mountains  Bullfrog(2)
indicated
    
    
    4,674
    
    
    
    0
    
    
    
    0
    
    
    
    4,674inferred
    
    
    5,332
    
    
    
    0
    
    
    
    0
    
    
    
    5,332Henry Mountains  Tony M(3)
indicated
    
    
    8,140
    
    
    
    0
    
    
    
    0
    
    
    
    8,140inferred
    
    
    2,750
    
    
    
    0
    
    
    
    0
    
    
    
    2,750Arizona Strip  Arizona 1
inferred
    
    
    956
    
    
    
    (240
    )
    
    
    153
    
    
    
    869Arizona Strip  Canyon
inferred
    
    
    1,523
    
    
    
    0
    
    
    
    0
    
    
    
    1,523Arizona Strip  Pinenut
inferred
    
    
    873
    
    
    
    0
    
    
    
    164
    
    
    
    1,037EZ Complex
inferred
    
    
    2,105
    
    
    
    0
    
    
    
    0
    
    
    
    2,105Mongolia  Hairhan
indicated
    
    
    5,524
    
    
    
    0
    
    
    
    8,322
    
    
    
    13,846inferred
    
    
    2,439
    
    
    
    0
    
    
    
    1,629
    
    
    
    4,068Mutanga
measured
    
    
    1,992
    
    
    
    0
    
    
    
    0
    
    
    
    1,992indicated
    
    
    5,817
    
    
    
    0
    
    
    
    0
    
    
    
    5,817inferred
    
    
    13,154
    
    
    
    0
    
    
    
    0
    
    
    
    13,154
 Notes:
 (1)
    
    Additions or deletions of resources include reassessment of geological data and new or
updated technical reports.(2)
    
    Henry Mountains  Bullfrog includes the Indian Bench and Copper Bench deposits. The Henry
Mountains  Tony M includes the Southwest and Tony M deposits. See Mineral Properties 
Henry Mountains Complex.(3)
    
    The Southwest deposit, which was included in the Bullfrog resources in the Henry Mountains
Technical Report, was re-estimated as part of the Tony M report and these resources were moved
from Henry Mountains  Bullfrog to Henry Mountains  Tony M. See Mineral Properties 
Henry Mountains Complex. Historical Estimates
   35




---



##### 



Haraat Historical Mineral Resource Estimate
 Companys100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds U3O8
    
    
    Pounds U3O8Category
    
    (,000)
    
    
    (% U)
    
    
    (,000)
    
    
    (,000)Inferred Mineral Resources
    
    
    10,600
    
    
    
    0.023
    
    
    
    6,398
    
    
    
    4,479
 Notes
 (1)
    
    The mineral resource estimate does not comply with the requirements of NI 43-101.
In the opinion of Scott Wilson RPA, the classification complies with the definition
standards of the Canadian Institute of Mining, Metallurgy and Petroleum (CIM).(2)
    
    The cut-off grade is 0.01% eU (0.012%U3O8).(3)
    
    The historic resource estimates cannot be verified and the estimates are not
necessarily indicative of the mineralization on the property. Elliot Lake Report www.sedar.com
 Elliot Lake Historical Mineral Resources
 100% Basis and Company ShareTons
    
    
    Grade
    
    
    Pounds of U3O8Category
    
    (,000)
    
    
    (pounds/ton)
    
    
    (,000)Developed
    
    
    89,200
    
    
    
    1.29
    
    
    
    115,000Undeveloped
    
    
    80,500
    
    
    
    1.13
    
    
    
    90,000205,000
 Notes:
 (1)
    
    The mineral resource estimate does not comply with the requirements of NI 43-101.
CIM definitions are not used.(2)
    
    The cut-off grade is 0.8 pound/ton U3O8.(3)
    
    A minimum mining width of 6 feet was used and no mining recovery factors were
applied.(4)
    
    The historic resource estimates cannot be verified and the estimates are not
necessarily indicative of the mineralization on the property.   36




---



##### 



McClean Lake
 Property Description and Location
     3 8
 Accessibility, Climate, Infrastructure and Physiography
        37




---



##### 



History
 Canadian Oxy Inco
   Geological Setting
  Exploration
    Mineralization
   38




---



##### 



Drilling
     Sampling and Analysis
  3 8
   39




---



##### 



3 8 3 8
 Security of Samples
  Mineral Reserve and Mineral Resource Estimates
 3 8
 , McClean Technical Report www.sedar.com .
    40




---



##### 



Sue D Report www.sedar.com 3 8
 McClean North Technical Report www.sedar.com
 3 8
  McClean South Historical Estimates
 CompanysShareTons
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds U3O8Deposit
    
    (000s)
    
    
    (% U3O8)
    
    
    (000s)
    
    
    (000s)Southwest Pod
    
    
    47.6
    
    
    
    2.10
    
    
    
    2,000
    
    
    
    450Southeast Pod
    
    
    126.7
    
    
    
    0.73
    
    
    
    1,900
    
    
    
    427.5
 Notes:
 (1)
    
    The historical estimates do not comply with the requirement of NI 43-101. CIM definitions
are not used.(2)
    
    The historical estimates cannot be verified and the estimates are not necessarily indicative
of the mineralization on the property.  41




---



##### 



Midwest
 Property Description and Location
       Accessibility, Climate, Infrastructure and Physiography
   42




---



##### 



History
   3 8
    43




---



##### 



3 8
 Geological Setting
  Exploration
    Mineralization
 3 8
   44




---



##### 



Drilling
    Sampling and Analysis
   SRC
  45




---



##### 



Security of Samples
 3 8
  Mineral Reserve and Mineral Resource Estimates
  Midwest Technical Report www.sedar.com
 3 8 3 8 3 8
  46




---



##### 



Midwest Mineral Resources (1) (2) (3)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Category
    
    (000s)
    
    
    (% U3O8)
    
    
    (000s)
    
    
    (000s)Indicated
    
    
    354.0
    
    
    
    5.50
    
    
    
    42,900
    
    
    
    10,800Inferred
    
    
    25.0
    
    
    
    0.80
    
    
    
    400
    
    
    
    101
 Notes:
 (1)
    
    The Midwest Technical Report estimated probable mineral reserves but they were reclassified
by the Company to indicated mineral resources in 2008 as a result of the decision not to
proceed with the development of the project at this time.(2)
    
    The cut-off grade for the Midwest indicated resources is 0.30% U3O8.(3)
    
    The indicated mineral resources also contain 4.35% nickel (Company share of 8.55 million
pounds) and 0.34% cobalt (Company share of 0.68 million pounds). Midwest A Technical Report www.sedar.com.
      47




---



##### 



Midwest A Mineral Resources (1) (2)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Category
    
    (000s)
    
    
    (% U3O8)
    
    
    (000s)
    
    
    (000s)Indicated
    
    
    464.0
    
    
    
    0.57
    
    
    
    5,800
    
    
    
    1,460Inferred
    
    
    9.2
    
    
    
    21.23
    
    
    
    4,300
    
    
    
    1,082
 Notes:
 (1)
    
    The mineral resource estimates comply with the requirements of NI 43-101 and the
classifications comply with CIM definition standards.(2)
    
    The cut-off grade is 0.05% eU. Other Midwest Information
  Phoenix Deposit at the Wheeler Property
 Property Description and Location
 JCU
   48




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
   49




---



##### 



History
 AGIP E&B SMDC
     50




---



##### 



Geological Setting
   a)
    
    Unconformity-hosted uranium mineralization: This is the most widespread and primary
style of mineralization identified to date and the basis for the resource estimate.
Mineralization forms as a sub-horizontal sheet that is developed in the lowermost Athabasca
sandstone from 390 metre to 420 metre depths immediately above the sub-Athabasca
unconformity, or straddling the unconformity and extending downward for several metres into
the underlying basement Proterozoic Wollaston Group metasedimentary rocks. In some
instances, the main mineralized zone is comprised of one to three (1-3 metre) thin, stacked
zones. Uranium mineralization appears to be structurally controlled by a
northeast-southwest trending (55o azimuth) shear fault which dips 55o to the southeast.
    51




---



##### 



b)
    
    Basement-hosted mineralization: This is the second type of mineralization, occurring
along several portions of the Phoenix deposit. Basement hosted mineralization is developed
as steeply dipping, discontinuous, thin (1-3 metre thick), parallel to sub-parallel zones
along fractures associated with the shear fault zone for up to 20 metres below the
sub-Athabasca unconformity, and vertically below the unconformity-hosted mineralization.
 Exploration, Drilling Sampling and Analysis
    3 8 3 8
   52




---



##### 




    
    systematic composite geochemical samples of both Athabasca sandstone and metamorphic
basement rocks to characterize clay alteration and geochemical zoning associated with
mineralization;
 
    
    selective grab samples and split-core intervals for geochemical quantification of
geologically-interesting material and mineralized material, respectively;
 
    
    samples collected for determination of specific gravity  dry bulk density; and
 
    
    non-geochemical samples for determination of mineralogy to assess alteration patterns,
lithology types and mineralization characteristics.
  3 8
  Mineralization
     53




---



##### 



Security of Samples
    Mineral Resource Estimation
 Phoenix Report www.sedar.com
  Phoenix Mineral Resources
 Companys100% Basis
    
    
    Share(1)Tonnes
    
    
    Grade
    
    
    Pounds U3O8
    
    
    Pounds U3O8Category
    
    (,000)
    
    
    of U3O8
    
    
    (,000)
    
    
    (,000)Indicated
    
    
    89.9
    
    
    
    18.00
    
    
    
    35,638
    
    
    
    21,383Inferred
    
    
    23.8
    
    
    
    7.30
    
    
    
    3,811
    
    
    
    2,287
 Notes:(1)
    
    Denisons share is 60% of total mineral resources.(2)
    
    Inferred mineral resources have a greater amount of uncertainty as to their existence and as
to whether they can be mined economically. It cannot be assumed that all or part of the
inferred mineral resources will ever be upgraded to a higher classification.(3)
    
    Mineral resources are not mineral reserves and do not have demonstrated economic viability.
No mineral reserves have as yet been defined.(4)
    
    Cut-off grade 0.8% U3O8.(5)
    
    Mineral resources are estimated with no allowance for mining dilution, mining recovery or
process recovery. 3 8 3 8
  54




---



##### 



Henry Mountains Complex
  www.sedar.com Henry Mountains Technical Report
 Henry Mountains Tony M  Southwest Technical
Report
 Property Description and Location
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
   55




---



##### 



History
 Exxon Plateau
   Bullfrog Property
    Tony M Property
  3 8
   56




---



##### 



Geological Setting
     Exploration
    Mineralization
    57




---



##### 



Drilling
 Bullfrog Property
    Tony M Property
  Sampling and Analysis
 Bullfrog Property
  3 8
  3 8
 Tony M Property
 3 8 3 8
  58




---



##### 



Status of Chemical Equilibrium of Uranium
 Bullfrog Property
 3 8 3 8
 Tony M Property
 3 8 3 8
 3 8 3 8
 Data Verification
 3 8
 Security of Samples
  Mineral Resource Estimation
    59




---



##### 



3 8 3 8
    HENRY MOUNTAINS COMPLEX MINERAL RESOURCE ESTIMATES(1) (2) (3)
 Tons
    
    
    Grade eU3O8
    
    
    Contained eU3O8Deposit
    
    Category
    
    (millions)
    
    
    (%)
    
    
    (million pounds)Tony M
    
    Indicated
    
    
    1.03
    
    
    
    0.24
    
    
    
    4.83Southwest
    
    Indicated
    
    
    0.66
    
    
    
    0.25
    
    
    
    3.30Indian Bench
    
    Indicated
    
    
    0.22
    
    
    
    0.40
    
    
    
    1.74Copper Bench
    
    Indicated
    
    
    0.50
    
    
    
    0.29
    
    
    
    2.93Total
    
    
    
    
    2.41
    
    
    
    0.27
    
    
    
    12.80Tony M
    
    Inferred
    
    
    0.65
    
    
    
    0.17
    
    
    
    2.17Southwest
    
    Inferred
    
    
    0.21
    
    
    
    0.14
    
    
    
    0.58Indian Bench
    
    Inferred
    
    
    0.25
    
    
    
    0.42
    
    
    
    2.09Copper Bench
    
    Inferred
    
    
    0.50
    
    
    
    0.32
    
    
    
    3.24Total
    
    
    
    
    1.61
    
    
    
    0.25
    
    
    
    8.08
 Notes:(1)
    
    The mineral resource estimates comply with the requirements of NI 43-101 and the
classifications comply with CIM definition standards.(2)
    
    The Tony M and Southwest mineral resources were estimated at a cut-off grade of
0.10% eU3O8 over a minimum thickness of 2 feet and a minimum GT
of 0.2 feet-%.(3)
    
    The Indian Bench and Copper Bench mineral resources were estimated at a cut-off
grade of 0.20% eU3O8, a minimum thickness of 4 feet and a
minimum GT of 0.8 feet-% that does not include any intervals with less than a 0.5
foot intercept of 0.08% U3O8. Cut-Off Grade and Mining Considerations
 3 8
 3 8
  60




---



##### 



3 8 3 8
 Arizona Strip
  www.sedar.com Arizona Strip Report
 EZ Complex EZ Complex Report
 EIS
 Property Description and Location
    61




---



##### 



Accessibility, Local Resources, Physiography and Infrastructure
    3 8
   History
 3 8
   62




---



##### 



3 8 3 8
   3 8 3 8
  3 8 3 8
  Geological Setting
    63




---



##### 



Deposit Types
     64




---



##### 



Exploration
  Mineralization
   3 8 3 8 3 8
 3 8 3 8
  Drilling
   65




---



##### 



Sampling Method and Approach
   Sample Preparation, Analyses and Protocols
  3 8
 Security of Samples
   66




---



##### 



Data Verification
  Mineral Resource and Mineral Reserve Estimates
 3 8 3 8 3 8
 Arizona Strip Inferred Mineral Resource Estimates (1)
 Grade eU3O8(2)(3)
    
    
    Contained eU3O8Tons
    
    
    (%)
    
    
    (pounds)Arizona 1(4)
    
    
    70,300
    
    
    
    0.68
    
    
    
    956,000Canyon
    
    
    70,500
    
    
    
    1.08
    
    
    
    1,523,000Pinenut
    
    
    99,200
    
    
    
    0.44
    
    
    
    873,000EZ 1
    
    
    110,500
    
    
    
    0.51
    
    
    
    1,127,000EZ 2
    
    
    113,700
    
    
    
    0.43
    
    
    
    978,000
 Notes:(1)
    
    The mineral resource estimates comply with the requirements of NI 43-101 and the classifications comply with CIM definition standards.(2)
    
    Interval grades were converted from the gamma log data and are therefore equivalent
U3O8 (eU3O8).(3)
    
    High eU3O8 grades were cut to 6% at Arizona 1, 10% at Canyon, and 8% at
Pinenut, EZ 1 and EZ 2.(4)
    
    During 2010, a total of 240,000 pounds. of U3O8 in ore was mined to
stockpile from Arizona 1. Cut-off Grade
 3 8 3 8
 Historical Resources
  3 8
  67




---



##### 



Pathfinder Historical Estimates
 Deposit
    
    Tons
    
    
    % U3O8
    
    
    Pounds of U3O8DB 1
    
    
    103,550
    
    
    
    0.44
    %
    
    
    911,000WHAT
    
    
    89,800
    
    
    
    0.25
    %
    
    
    449,000Moonshine Springs
    
    
    761,700
    
    
    
    0.16
    %
    
    
    2,483,000
 Notes:(1)
    
    The historical estimates do not comply with the requirements of NI 43-101. CIM
definitions are not used.(2)
    
    The historical estimates cannot be verified and the estimates are not necessarily
indicative of the mineralization on the property.   Colorado Plateau
   Colorado Plateau Historical Estimate
 Mineral Tons
    
    
    
    
    
    
    Pounds U3O8
    
    
    
    
    
    
    Pounds of V2O5(millions)
    
    
    % U3O8
    
    
    (millions)
    
    
    %V2O5
    
    
    (millions)Colorado Plateau
    
    
    1.17
    
    
    
    0.21
    
    
    
    5.0
    
    
    
    1.22
    
    
    
    28.7
 Notes:(1)
    
    The historical estimate does not comply with requirements of NI 43-101. CIM definitions are
not used.(2)
    
    The historical estimate cannot be verified, and the estimate is not necessarily indicative of
the mineralization on the property.  Gurvan Saihan Joint Venture
 www.sedar.com 2007 Mongolia Report
 2011 Mongolia Report Mongolia Technical Reports
  68




---



##### 



Property Description and Location
 Mineral Law of Mongolia GSJV
 Mineral Agreement
 Properties Obtained Prior to 1997
   
    
    The Government of Mongolia entered into the Mineral Agreement, granting the GSJV
exclusive rights and permits to five areas without obligations for further licensing fees.
This includes the obligation of the Government to provide all necessary authorizations,
permits and licences needed by the joint venture to conduct business.
 
    
    The Russian participant contributed all of the exploration data, records, and
information it possessed for the five areas.
 
    
    Denison was obligated to provide 100% of venture funding until the predetermined total
had been reached (initially it was $4 million that then changed to $5.1 million).
  
    
    Exclusive rights were granted to the GSJV for a period of 15 years, commencing in 1994,
and for so long thereafter as the GSJV is conducting exploration, development or production
activities on a specific property. Properties on which the GSJV is conducting exploration
activities after 15 years must be put into development for the purposes of production
within two years after cessation of exploration activities. The agreement will continue in
effect after 15 years as to any property in development or production so long as such
activities continue.
  69




---



##### 




    
    When Mongolia enacts new laws, the GSJV will not be subject to conditions, restrictions,
taxes, or fees more severe than those effective at the time of approval of the Mineral
Agreement.
 
    
    No areas included in the Mineral Agreement can later be designated as closed,
restricted or open to competitive bidding as long as the Mineral Agreement is in effect.
 
    
    After the first four years of work, the GSJV may identify certain lands which are no
longer of exploration interest and may release such lands from the Mineral Agreement. The
GSJV and the Mongolian Government will negotiate a procedure and a schedule to release any
such lands from the Mineral Agreement.
 
    
    The initial funding obligation by Denison was to be fulfilled within four years in
accordance with a schedule in the Mineral Agreement. This commitment was met in 1997.
 
    
    After the initial funding of the first $4 million (subsequently changed to $5.1
million) of GSJV expenditures, funding will be on the basis of equity share in the GSJV,
and each partner will receive its equity share of net proceeds from mining operations.
 
    
    Each participant is required to fund its own share of GSJV expenditures, however, the
Company has been funding 100% of all expenditures of the GSJV after the initial funding
obligation.
 
    
    If a participant fails to fund its share of expenditures, such participant will be
suspended from participating in the business and management of the GSJV, and will give up
its rights to its share of profits until the participant providing funding on behalf of any
non-funding participant has recovered from net profits of the GSJV an amount equal to 150%
of contributions made on behalf of the non-funding participant.
 
    
    Specific tax provisions for the GSJV are defined.
 
    
    In addition to its 15% equity interest in the GSJV, the Government of Mongolia is
entitled to a 4% production royalty.
 
    
    Participants cannot assign their interest to another party without the written consent
of the other participants.
 
    
    The Government of Mongolia acknowledges that its 15% equity interest in the GSJV and
its production royalty of 4% are its entire interest and waives any rights it may have had
at the time the Mineral Agreement was entered into or under future law to take a greater
interest or impose a greater royalty in the future.
 
    
    The GSJV is entitled to apply to receive benefits or favourable provisions under new
laws which contain terms or conditions that are more favourable to the GSJV than the
conditions existing when the Mineral Agreement was approved.
   70




---



##### 



New Law NEA
    Accessibility, Climate, Local Resources, Infrastructure and Physiography
    Historical Exploration
   71




---



##### 



ISR
      Haraat Historical Mineral Resource Estimate
 Company100% Basis
    
    
    SharePounds of U3O8
    
    
    Pounds U3O8Category
    
    Million Tonnes
    
    
    Grade %U(2)
    
    
    (millions)
    
    
    (millions)Inferred Mineral Resource
    
    
    10.60
    
    
    
    0.023
    
    
    
    6.40
    
    
    
    4.48
 Notes:(1)
    
    The historical mineral resource estimate does not comply with the requirements of NI
43-101. In the opinion of Scott Wilson RPA, the classification complies with CIM
definition standards.(2)
    
    The cut-off grade is 0.01% eU (0.012%U3O8).(3)
    
    The historical resource estimate cannot be verified and the estimate is not
necessarily indicative of the mineralization on the property.   72




---



##### 



73




---



##### 



Geological Setting
    Property Geology
    Drilling
   Sampling Method and Approach
   74




---



##### 



Sample Preparation, Analyses and Security
 CAL
 Data Verification
   Mineral Resource Estimates
  TH
 Cut-off Grade
    
    0.02%UMinimum Thickness (TH)
    
    2 metreGrade X Thickness (GT)
    
    0.04Waste Thickness
    
    2 metres
    75




---



##### 



Hairhan Mineral Resource Estimates (1)(2)(3)(4)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    
    
    
    
    Pounds U3O8
    
    
    Pounds of U3O8Category
    
    (000s)
    
    
    % U
    
    
    Tonnes U
    
    
    (000s)
    
    
    (000s)Indicated
    
    
    12,261
    
    
    
    0.062
    
    
    
    7,612
    
    
    
    19,780
    
    
    
    13,846Inferred
    
    
    5,536
    
    
    
    0.040
    
    
    
    2,236
    
    
    
    5,811
    
    
    
    4,068
 Notes:(1)
    
    The mineral resource estimates comply with the requirements of NI 43-101 and the
classifications comply with CIM definition standards.(2)
    
    The cut-off grade is 0.02% U.(3)
    
    Minimum thickness of 2 metres.(4)
    
    Density is 1.65 tonnes per cubic metre.  Mutanga Project
 Mutanga
 Property Description and Location
    76




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
    Historical Exploration
 GSZ AGIP
 3 8
 Geological Setting
  Mineralization
    77




---



##### 



Drilling
   Development Drilling Statistics
 Development Drilling (October 17, 2007  December 31, 2007)
    
    
    4,232mDevelopment Drilling (January 1, 2008  July 17, 2008)
    
    
    41,366mTotal Denison Development Drilling to end of 2008
    
    
    45,598m
 Security of Samples
  Data Verification: Processes for Determining Uranium Content by Gamma Logging
     78




---



##### 



3 8 3 8
 Core Sampling, Processing and Assaying
        79




---



##### 



Mineral Resources Estimates
 Mutanga Report
 3 8
 3 8
    80




---



##### 



Mutanga Mineral Resource Estimates
 MeasuredU3O8
    
    
    
    
    
    
    
    
    
    
    PoundsLower
    
    
    tonnes
    
    
    U3O8
    
    
    U3O8Deposit
    
    Cut-off ppm
    
    
    (,000)
    
    
    ppm
    
    
    (,000)Mutanga
    
    
    100
    
    
    
    1,880
    
    
    
    481
    
    
    
    1,992
 Indicated
    
    
    InferredU3O8
    
    
    
    
    
    
    
    
    
    
    
    
    
    PoundsLower
    
    
    tonnes
    
    
    U3O8
    
    
    Pounds
    
    
    tonnes
    
    
    U3O8
    
    
    U3O8Deposit
    
    Cut-off ppm
    
    
    (,000)
    
    
    ppm
    
    
    U3O8
    
    
    (,000)
    
    
    ppm
    
    
    (,000)Mutanga
    
    
    100
    
    
    
    8,400
    
    
    
    314
    
    
    
    5,817
    
    
    
    7,230
    
    
    
    206
    
    
    
    3,287Mutanga Ext
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    340
    
    
    
    400Mutanga East
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    320
    
    
    
    100Mutanga West
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    340
    
    
    
    400Dibwe
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,040
    
    
    
    234
    
    
    
    8,967Total
    
    
    
    
    
    
    8,400
    
    
    
    314
    
    
    
    5,817
    
    
    
    25,470
    
    
    
    235
    
    
    
    13,154
 Notes:(1)
    
    The Mutanga mineral resource estimates have been prepared in accordance with the
requirements of NI 43-101 and the classifications comply with CIM definition
standards. 3 8 3 8
 Mineral Exploration
 General
    81




---



##### 



McClean Lake
 3 8
  Midwest
  Wolly
      82




---



##### 



Waterfound
  Moore Lake
 JNR
  Wheeler River
   3 8 3 8
  83




---



##### 



Park Creek
        84




---



##### 



Bell Lake Joint Venture
  Huard-Kirsch
   Murphy Lake Project
  TDEM
 Hatchet Lake Project
   3 8
  85




---



##### 



Turkey Lake Project
     3 8
 Bachman Lake Project
    86




---



##### 



Crawford Lake Project
 Freeport
 Brown Lake Project
 3 8
  Ford Lake Project
     Jasper Lake Project
   87




---



##### 



Stevenson River Project
  Ahenakew Lake Project
  North Wedge Project
  JNR Operated Projects
  Gold Property
  U.S. Properties
     88




---



##### 



Mongolia
      89




---



##### 



90




---



##### 



TotalArea
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    MetresChoir
    
    
    
    
    
    
    
    
    
    
    25,397
    
    
    
    4,862
    
    
    
    1,998
    
    
    
    591
    
    
    
    32,848Hairhan
    
    
    
    
    
    
    
    
    
    
    20,349
    
    
    
    25,653
    
    
    
    4,869
    
    
    
    653
    
    
    
    51,524Gurvan Saihan
    
    
    12,533
    
    
    
    
    
    
    
    
    
    
    
    7,664
    
    
    
    502
    
    
    
    1,356
    
    
    
    22,055Ulziit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,089
    
    
    
    6,509
    
    
    
    3,509
    
    
    
    35,107Urt Tsav/Hokh Tolgoi
    
    
    11,054
    
    
    
    
    
    
    
    300
    
    
    
    9,155
    
    
    
    
    
    
    
    
    
    
    
    20,509GSJV Exploration areas
    
    
    10,412
    
    
    
    43,124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,536Denison Exploration
areas
    
    
    
    
    
    
    11,658
    
    
    
    10,290
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,948Totals
    
    
    33,999
    
    
    
    54,782
    
    
    
    56,336
    
    
    
    72,423
    
    
    
    13,878
    
    
    
    6,109
    
    
    
    247,527
  Mutanga
    91




---



##### 



Quality Assurance and Quality Control Procedures and Protocols
 QA/QC
 Athabasca Basin
 GPS
  
    
    Regular geochemical samples of two types are collected at specific intervals down the
hole, generally at predetermined intervals in the 5.0 to 10.0 metre range:
 
    
    Regular samples are taken for clay analysis by spectrometer (PIMA). The speciation of
clays determined by this method helps to characterize proximity to mineralized alteration
zones at the unconformity. Less than 10 centimetres of sample is collected for this work.
 
    
    Regular samples of core are taken for multi-element geochemical analysis to determine
background levels of 53 elements; elevated concentrations of certain elements can then aid
in economic evaluation of the hole. Three selected samples of less than 10 centimetres are
composited to make up this sample.
 
    
    Selected samples of drill core are sampled on the basis of radiometric data collected
during core logging, and on the local geology in the hole. This radiometric data is
obtained by using a hand held scintillometer. The scintillometer does not allow
quantification of grades, but it does help to identify mineralization and therefore select
samples for further geochemical analysis and assay. These special samples are selected for
geochemical analysis and are generally less than 10 cm.
  92




---



##### 




    
    Following completion of drilling, the hole is flushed with water for an hour to remove any
material from the bottom of the hole, and then a radiometric probe is lowered through the
rods to within 10 metres of the bottom. Readings are taken both on the way down and on the
way up. Probe results are presented as grade equivalent eU3O8. The
downhole probes are calibrated originally by the manufacturer at test pits with known
mineralization in the United States. These probes are also regularly tested in the test
pits at a government-owned facility in Saskatoon. In addition, Denison is further
calibrating the probes by developing a correlation curve of probe grades versus
corresponding high-grade assays on split core as received from the laboratory. At the
Wheeler River project, different probes are used depending on the observed grade of
mineralization at the unconformity as the standard probes generally become saturated at
grades above 20% U3O8.
 
    
    Assay data is collected where the geologist suspects, on the basis of alteration,
geology, scintillometer and probe results, that the grade of a sample could be greater than
0.01% U3O8. The start and end points of the sample are marked;
Denison strives to keep a constant 0.5 metre sample interval. Flank samples are taken
above and below the suspected mineralized interval to geochemically constrain this
mineralization. These samples are split longitudinally with a mechanical splitter, and
half of the core is archived. The sample is placed in individual plastic bags, a sample
tag is placed in the bag and sealed and a corresponding tag is stapled to the core box
where the core was removed, and the samples are collected in five gallon pails for shipment
to the analytical lab.
     3 8
 
    
    Drill cores are received by the analytical laboratory from Denison in sealed five-gallon
plastic pails. Each core sample is contained in a sealed plastic bag with a sample tag. A
packing slip is enclosed that contains instructions and a sample number list. Samples are
verified against the packing slip. Any extra samples or missing samples are noted and
Denison is informed.
  93




---



##### 




    
    Samples are sorted by the analytical laboratory according to location (sandstone or
basement origin) radioactivity, and are dried and processed as follows:
 
    
    Samples are processed from lowest to highest radioactivity.
 
    
    Crushed to 60% -2 millimetres. Approximately 200 grams of crush is riffled out then ground
in a chrome steel grinding mill to 90% -106 microns.
 
    
    Replicates are chosen at random and another 200 grams of crush is riffled and ground.
 
    
    The pulp is digested in aqua regia leach and diluted. The solutions are then analyzed by
ICP for % U3O8.
 
    
    Certified U3O8 standards are analyzed with samples with
corresponding radioactivities. The detection limit is 0.002 wt% U3O8.
Accuracy at various concentrations of U3O8 are listed below:
 Sample #
    
    %U3O8
    
    
    Typical AccuracyBL-1
    
    
    0.026
    
    
    
    ±0.004BL-4a
    
    
    0.147
    
    
    
    ±0.004BL-2a
    
    
    0.502
    
    
    
    ±0.008BL-3
    
    
    1.21
    
    
    
    ±0.02BL-5
    
    
    8.36
    
    
    
    ±0.10RS2-11
    
    
    48.0
    
    
    
    ±0.7
  Mongolia
  Processes for Determining Uranium Content by Gamma Logging
     94




---



##### 



3 8 3 8
 Core Sampling, Processing, and Assaying
    Quality Assurance and Quality Control Measures
     95




---



##### 



Zambia
  Processes for Determining Uranium Content by Gamma Logging
      3 8 3 8
  96




---



##### 



Core Sampling, Processing, and Assaying
  
    
    verification of lithology as determined from geophysical logging and examination of
drill cuttings;
 
    
    determination of uranium content as a general check of gamma probing to determine if
gamma measurement and chemical uranium content are close to balance;
 
    
    whole rock analysis; and
 
    
    specific geochemistry for uranium species and other minerals of interest.
    Quality Assurance and Quality Control Measures
     97




---



##### 



U.S.
  Processes for Determining Uranium Content by Gamma Logging
    3 8 3 8
  98




---



##### 



Core Sampling, Processing, and Assaying
  1 2 1 4
  Quality Assurance and Quality Control Measures
      99




---



##### 



Manager of UPC
  3 8 6 3 8 6 an initiative
  Denison Environmental Services
     100




---



##### 



Environmental and Safety Matters
 EHS Policy
 Canada
 McClean Lake
  Decommissioning
  Elliot Lake
 3 8 3 8
   JRG
  101




---



##### 



Reclamation
  Denison Environmental Services
  Exploration
  United States
 White Mesa Mill
     102




---



##### 



Reclamation
  U.S. Mines
   Reclamation
  Mongolia
  Zambia
  Employees
   Government Regulation
 Canadian Uranium Industry
 Nuclear Safety and Control Act NSCA Atomic Energy Control Act
  103




---



##### 



U.S. Uranium Industry
 Atomic Energy Act of
1954 10 CFR
  GWDP
  104




---



##### 



Land Tenure
 Canada
 Mineral Claim
 Mining Lease The Crown Minerals
Act The Crown Minerals Act The Mineral Disposition Regulations
 Surface
Lease
 United States
  2009 Notice
  105




---



##### 



Canadian Royalties
 Royalty Schedule
  Average Price
    
    Adjusted Average Price
    
    Tiered Royalty as a % of RevenuesCdn $ per Kilogram of U3O81
    
    Cdn $ per Pound U3O82
    
    within the BracketUp to $30
    
    Up to $17.51
    
    0%$30 to $45
    
    $17.51 to $26.27
    
    6%$45 to $60
    
    $26.27 to $35.03
    
    10%More than $60
    
    More than $35.03
    
    15%
 (1)
    
    1999 bracket value to be indexed annually(2)
    
    Bracket value adjusted to 2010   106




---



##### 



Canadian Income and Other Taxes
  the Income Tax Act CEE
  CRA
 U.S. Income and Other Taxes
 AMT
  Other International Income Taxes
   107




---



##### 



RISK FACTORS
  Current Global Financial Conditions
  Market Price of Shares
  Dilution from Further Equity Financing
  Volatility and Sensitivity to Market Prices
 3 8 2 5
  108




---



##### 



Ability to Maintain Obligations under Credit Facility and Other Debt
  Public Acceptance of Nuclear Energy and Competition from Other Energy Sources
  Uranium Industry Competition and International Trade Restrictions
 6
  109




---



##### 



Competition for Properties
  Replacement of Mineral Reserves and Resources
  Imprecision of Mineral Reserve and Resource Estimates
  Decommissioning and Reclamation
    110




---



##### 



Technical Innovation and Obsolescence
  Property Title Risk
    Production Estimates
   111




---



##### 



Mining and Insurance
    Dependence on Issuance of Licence Amendments and Renewals
  Nature of Exploration and Development
   112




---



##### 



Governmental Regulation and Policy Risks
    113




---



##### 



Operations in Foreign Jurisdictions
    Environmental, Health and Safety Risks
   114




---



##### 



Aboriginal Title and Consultation Issues
  Credit Risk
   Currency Fluctuations
   115




---



##### 



Capital Intensive Industry; Uncertainty of Funding
  Dependence on Key Personnel and Qualified and Experienced Employees
   Disclosure and Internal Controls
  Potential Influence of KEPCO
     116




---



##### 



Conflicts of Interest
  Reliance on ARC as Operator
  Labour Relations
  Indemnities
  Description of Securities
 Common Shares
   117




---



##### 



Warrants
 Warrants
  Dividend Policy
  Market for Securities
 Price Range and Trading Volume of Securities
  Month
    
    Price Range (Cdn$)
    
    
    Trading Volume2010January
    
    $1.32  $1.71
    
    
    
    33,320,436February
    
    $1.31  $1.56
    
    
    
    8,619,357March
    
    $1.37  $1.69
    
    
    
    13,816,815April
    
    $1.46  $1.78
    
    
    
    25,390,565May
    
    $1.28  $1.65
    
    
    
    15,041,244June
    
    $1.25  $1.44
    
    
    
    7,579,687July
    
    $1.15  $1.67
    
    
    
    26,722,633August
    
    $1.40  $1.60
    
    
    
    10,135,853September
    
    $1.45  $1.83
    
    
    
    19,944,065October
    
    $1.68  $2.28
    
    
    
    47,259,881November
    
    $2.16  $3.38
    
    
    
    102,704,555December
    
    $3.13  $3.65
    
    
    
    80,520,341
  Month
    
    Price Range (Cdn$)
    
    
    Trading Volume2010January
    
    $0.16  $0.285
    
    
    
    42,300February
    
    $0.24  $0.26
    
    
    
    5,400March
    
    $0.105  $0.185
    
    
    
    62,100April
    
    $0.11  $0.165
    
    
    
    33,600May
    
    $0.11  $0.15
    
    
    
    13,300June
    
    No trading
    
    No tradingJuly
    
    $0.10  $0.16
    
    
    
    38,470August
    
    $0.10  $0.14
    
    
    
    23,900September
    
    $0.10
    
    
    
    8,500October
    
    $0.08  $0.085
    
    
    
    12,000November
    
    $0.08  $0.21
    
    
    
    323,450December
    
    $0.02  $0.08
    
    
    
    612,995
  118




---



##### 



Directors and Officers
 Directors
  Name and Province andCountry of Residence
    
    Principal Occupation and Employment for Past Five Years
    
    Director Since(1)Joo-ok Chang (4)Seoul, Korea
    
    Vice President of KEPCO, an international electric power company,
commencing in 2009; prior: Director and General Manager of Korea
East-West Power Co., Ltd., from 2004-2008.
    
    
    2009John H. Craig, (2)
Ontario, Canada
    
    Lead Director of the Board of the Company; Lawyer, Partner,
Cassels Brock & Blackwell LLP, a business and litigation law firm
based in Ontario.
    
    
    1997W. Robert Dengler(3, 4, 6)
Ontario, Canada
    
    Corporate Director, commencing in 2006; prior: Vice-Chairman and
Director of Dynatec Corporation in 2005; President and Chief
Executive Officer of Dynatec Corporation.
    
    
    2006Brian D. Edgar(2, 5, 7)
British Columbia, Canada
    
    President and Chief Executive Officer of Metalline Mining Company,
a publicly-held resource company based in British Columbia,
commencing in 2010: prior: President and Chief Executive Officer
of Dome Ventures Corporation, previously a publicly-held resource
company based in British Columbia, commencing in 2005.
    
    
    2005Ron F. Hochstein(4)
British Columbia, Canada
    
    President and Chief Executive Officer of the Company, commencing
2009; director of the Company since 2000; prior: President and
Chief Operating Officer of the Company from 2006-2009; President
and Chief Executive Officer and Director of the Company from 2000
 2006.
    
    
    2000Tae-Wan Kim
Seoul, Korea
    
    Director of the Power Generation Department of Korea Hydro and
Nuclear Power Co. Ltd. (KHNP), a subsidiary of KEPCO, commencing
in December 2008; prior: General Manager of KHNPs Ulchin Nuclear
Power Plant from 1995  2008.
    
    
    2010Lukas H. Lundin(3)
British Columbia, Canada
    
    Chairman of the Board of the Company; Mining Executive.
    
    
    1997William A. Rand(3, 5)
British Columbia, Canada
    
    Director of Rand Edgar Investment Corp., a private investment
company based in British Columbia.
    
    1997Catherine J. G. Stefan(2, 5, 8)
Ontario, Canada
    
    President, Stefan & Associates, a consulting firm based in Ontario.
    
    
    2006
 
 Notes:(1)
    
    The term of office of each of the directors of Denison will expire at the Annual
General Meeting of the shareholders to be held on May 12, 2011.(2)
    
    Member, Corporate Governance and Nominating Committee(3)
    
    Member, Compensation Committee
  119




---



##### 



(4)
    
    Member, Environment, Health and Safety Committee(5)
    
    Member, Audit Committee(6)
    
    Chair, Compensation Committee and Environment Health and Safety Committee(7)
    
    Chair, Corporate Governance and Nominating Committee(8)
    
    Chair, Audit Committee
 Executive Officers
  Name and Province andCountry of Residence
    
    Position with Denison and Employment for Past Five YearsJames R. Anderson
Ontario, Canada
    
    Executive Vice President and Chief Financial Officer
commencing in 2006; prior: Executive Vice President and
Chief Financial Officer of DMI from 2004  2006.Philip G. Buck
Colorado, U.S.A.
    
    Vice President, Mining commencing in January, 2008;
prior: General Manager, Canada Dynatec Corporation from
2006  2008; Area Manager of Dynatec Corporation from
2003  2005.Donald C. Campbell
Ontario, Canada
    
    Vice President, Commercial, commencing in 2006; prior:
Vice President, Marketing and Special Projects of DMI
from 2004  2006.David C. Frydenlund
Colorado, U.S.A.
    
    Vice-President, U.S. Legal and Regulatory Affairs and
Corporate Secretary commencing 2010; prior:
Vice-President, U.S. Legal and Regulatory Affairs and
Assistant Corporate Secretary from 2006  2009;
Vice-President and General Counsel and Corporate
Secretary of the Company from 1997  2006.William C. Kerr

Ontario, Canada
    
    Vice-President, Exploration commencing 2006; prior: Vice-President Exploration and Development for DMI in
2006; Director, Resources for DMI from 2004  2006.Harold R. Roberts
Colorado, U.S.A.
    
    Executive Vice President, U.S. Operations commencing
2006; prior: Vice President, Corporate Development of
International Uranium (USA) Corporation from 2005 
2006.Curt D. Steel
Connecticut, U.S.A.
    
    Vice President, Sales and Marketing commencing in 2008;
prior: Senior Trader, NUKEM Inc. from 1998  2007.
   120




---



##### 



Cease Trade Orders, Bankruptcies, Penalties or Sanctions
  (a)
    
    is, as at the date of this AIF, or has, within the previous ten year period, been a director
or executive officer of a company (including Denison) that:
 (i)
    
    was subject to a cease trade or similar order or an order that denied the
relevant company access to any exemption under securities legislation that was in
effect for a period of more than 30 consecutive days that was issued (A) while that
person was acting in such capacity or (B) after that person ceased to act in such
capacity but which resulted from an event that accrued while that person was acting in
that capacity; or
 (ii)
    
    became bankrupt, made a proposal under any legislation relating to bankruptcy
or insolvency or was subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or trustee appointed to
hold its assets (A) while that person was acting in such capacity or (B) within a year
of that person ceasing to act in such capacity, or
 (b)
    
    has, within the previous ten year period, become bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency, or become subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold such persons assets; or
 (c)
    
    is, or has been, subject to any penalties or sanctions (i) imposed by a court relating to
securities legislation or by a securities regulatory authority or has entered into a
settlement agreement with a securities regulatory authority, or (ii) imposed by a court or
regulatory body that would likely be considered important to a reasonable security holder in
making an investment decision.
  Conflicts of Interest
    121




---



##### 



LFA
  Standing Committees
 The Audit Committee
 Overview
  
    
    recommending to the Companys Board of Directors the external auditor to be nominated
for election by the Companys shareholders at each annual general meeting and negotiating
the compensation of such external auditor;
 
    
    overseeing the work of the external auditor;
 
    
    reviewing the Companys annual and interim financial statements, managements
discussion and analysis (MD&A) in respect thereof and press releases regarding earnings
before they are reviewed and approved by the Board of Directors and publicly disseminated
by the Company; and
 
    
    reviewing the Companys financial reporting procedures for the Companys public
disclosure of financial information extracted or derived from its financial statements.
 Audit Committee Mandate/Terms of Reference
 Mandate
  122




---



##### 



Composition of the Audit Committee
 Audit Committees NI 52-110 Circular www.sedar.com
 Education & Experience Relevant toMember Name
    
    Independent(1)
    
    Financially Literate(2)
    
    Performance of Audit Committee DutiesBrian D. Edgar
    
    Yes
    
    Yes
    
    
    
    Law degree, with extensive
corporate finance experience
    
    Held position of President
and Chief Executive Officer of a
public company from 2005 to current.
    
    Has served on audit
committees of a number of public
companiesWilliam A. Rand
    
    Yes
    
    Yes
    
    
    
    B.Comm (Accounting)
    
    Two law degrees, with
extensive corporate finance
experience
    
    Has served on audit
committees of a number of public
companiesCatherine J.G.
Stefan,
Chair of the Audit
Committee
    
    Yes
    
    Yes
    
    
    
    Chartered Accountant (ICAO)
B.Comm
Held position of Chief
Operating Officer, 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).
 (1)
    
    Independent within the meaning of NI 52-110.(2)
    
    To be considered financially literate, a member of the Committee must have the ability
to read and understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and complexity
of the issues that can reasonably be expected to be raised by the Companys financial
statements.
 Audit Committee Oversight
  Pre-Approval Policies and Procedures
   123




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External Auditor Service Fees (By Category)
  Financial Year
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    
    Fees(2)
    
    
    Tax Fees(3)
    
    
    All Other Fees(4)December 31, 2009
    
    $
    419,360
    
    
    $
    117,259
    
    
    $
    118,035
    
    
    $
    266,454December 31, 2010
    
    $
    506,238
    
    
    $
    142,689
    
    
    $
    28,075
    
    
    $
    158,010
 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, for 2009, 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 2010, All Other Fees relates to the Companys equity financing during
the year and work in connection with the adoption of International Financial Reporting
Standards. For 2009, All Other Fees relates to the Companys equity financings during the
year, the terminated Northern acquisition and work in connection with the adoption of
International Financial Reporting Standards.
 Other Board Committees
  Corporate Governance
 Corporate Governance Guidelines Guidelines
 NYSE Rules
 Legal and Regulatory Proceedings
   124




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Arizona 1 Licence Challenge
 Plaintiffs Defendants
  McClean Lake CNSC Licence Challenge
   125




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EPA Findings
   Pandora Challenge
 Pandora
Plaintiffs USFS Pandora Defendants NEPA
 Interest Of Management And Others In Material Transactions
   126




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Registrar And Transfer Agent
  Material Contracts
 www.sedar.com
  1.
    
    The Reclamation Funding Agreement made as of the 21st day of December 1995
among DML, Her Majesty the Queen in Right of Canada (the Government of Canada) and Her
Majesty the Queen in Right of the Province of Ontario (the Government of Ontario) as
amended by the Amending Agreement made as of the 11th day of April 1997 among
DML, the Government of Canada and the Government of Ontario and as further amended by the
Amending Agreement made as of the 25th day of February 1999 among DML, the
Government of Canada and the Government of Ontario and further amended by an Assignment and
Novation Agreement made as of the 29th day of December, 2003 among Denison
Energy, the Company, the Government of Canada and the Government of Ontario.According to the Reclamation Funding Agreement, the Company is required to maintain funds in
an Environmental Trust sufficient for the succeeding six years of the estimated reclamation
and on-going care and monitoring expenditures for the Companys closed Elliot Lake mining
facility.2.
    
    The Arrangement Agreement dated as of September 18, 2006, as amended and restated as of
October 16, 2006, with effect as and from September 18, 2006, among DMI, IUC and IUC Subco.According to the Arrangement Agreement, IUC, DMI and IUC Subco completed the Denison
Arrangement pursuant to which DMI and IUC Subco amalgamated, and each shareholder of DMI
received 2.88 Common Shares of IUC for each share of DMI held. In addition, pursuant to the
Arrangement Agreement, IUC filed Articles of Amendment to change IUCs name to Denison
Mines Corp..3.
    
    The Credit Facility dated as of June 30, 2008, as amended as of December 31, 2008 and
December 31, 2009.
  127




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According to the Credit Facility, as amended, The Bank of Nova Scotia has agreed to provide
Denison with a $60,000,000 revolving term credit facility. The Credit Facility is repayable
in full on June 30, 2011. The borrower under the Credit Facility is DMI and the Company has provided
an unlimited full recourse guarantee and a pledge of all of the shares of DMI. DMI has
provided a first priority security interest in all present and future personal property and
an assignment of its rights and interests under all material agreements relative to the
McClean Lake and the Midwest projects. In addition, each of the Companys material U.S.
subsidiaries has provided an unlimited full recourse guarantee secured by a pledge of all of
its shares and a first priority security interest in all of its present and future personal
property. The Company is required to maintain certain financial covenants on a consolidated
basis.4.
    
    The KEPCO SRA made as of June 15, 2009 among the Company, KEPCO and KEPCO Canada
Uranium Investment Limited Partnership.The KEPCO SRA provides for a long-term collaborative business relationship between the
parties. Under the KEPCO SRA, Denison has agreed to nominate for election to Denisons
Board at any shareholder meeting at which directors are to be elected, two persons
designated by KEPCO as long as KEPCO holds at least 15% of the outstanding Common Shares,
and one person if KEPCOs shareholding percentage drops below 15% of the outstanding Common
Shares but stays above 5%. The KEPCO SRA also provides that if Denison intends to sell an
interest in certain of its substantial assets, it will first notify KEPCO of each such
proposed sale and provide KEPCO with a 30-day right of first offer to allow KEPCO to
purchase the interest in the asset that Denison proposes to sell. The KEPCO SRA provides
that Denison will allow KEPCO to participate in potential purchases of certain assets,
including a mill facility, a producing mine or a mineral resource for which a production
feasibility study has been completed, which Denison plans to pursue with a co-investor.
KEPCOs ability to purchase will not be available where Denison and KEPCO cannot agree on
terms within a reasonable time or where their involvement would adversely affect Denisons
ability to pursue an investment opportunity. The right of first offer and co-investment
rights are subject to pre-existing contractual commitments and do not apply to certain
pre-existing transactions. KEPCO is also entitled to subscribe for additional Common Shares
in order to maintain or increase its shareholding percentage in Denison to thresholds which
are relevant to its rights under the KEPCO SRA and KEPCO Offtake Agreement, in circumstances
where Denison completes a public offering or broadly distributed private placement to raise
proceeds of greater than Cdn$10 million. Denison is entitled to terminate the KEPCO SRA if
KEPCOs shareholding percentage in Denison drops below 5% and stays below 5% for 60 days
following delivery of a notice to that effect by Denison to KEPCO.5.
    
    The Underwriting Agreement dated March 1, 2011 among Denison and GMP Securities L.P.,
Cormark Securities Inc., Scotia Capital Inc., Dundee Securities Ltd. and Raymond James Ltd.
(collectively, the Underwriters).Pursuant to the terms of the Underwriting Agreement, Denison sold to the Underwriters on
March 15, 2011, a total of 18,300,000 Common Shares at a price of Cdn$3.55 per share for
total consideration of Cdn$64,965,000, and Denison paid the Underwriters a fee of Cdn$0.1775
per Common Share. The Underwriting Agreement contains customary representations,
warranties, covenants and indemnification rights.
  128




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##### 



Names And Interests Of Experts
     
    
    Arizona Strip Technical Report dated February 26, 2007 by David A. Ross, P.Geo. and
Thomas C. Pool, P.E.;
    
    Elliot Lake Report dated June 29, 2007 by Lawrence B. Cochrane, Ph.D., P.Eng. and
Leo R. Hwozdyk, P.Eng.;
    
    The 2007 Mongolia Report dated February 27, 2007 by Thomas C. Pool, P.E. and Neil N.
Gow, P.Geo.;
    
    Henry Mountains Technical Report September 9, 2006 by Thomas C. Pool, P.E.;
    
    McClean Technical Report dated November 21, 2005 as amended on February 16, 2006 by
Richard E. Routledge, M.Sc., P.Geo. and James W. Hendry, P.Eng.;
    
    McClean North Technical Report January 31, 2007 by Richard E. Routledge, M.Sc.,
P.Geo.;
    
    Sue D Report dated March 31, 2006 by Richard E Routledge, M.Sc., P.Geo. and James W.
Hendry, P.Eng.;
    
    Midwest Technical Report dated June 1, 2005, as amended on February 14, 2006 by
Richard E. Routledge, M.Sc., P.Geo., James W. Hendry, P.Eng. and Luke Evans, M.Sc.,
P.Eng.;
    
    Tony M Report dated March 19, 2009 by Douglas H. Underhill, Ph.D., C.P.G. and
William Roscoe, Ph.D., P.Eng.; and
    
    EZ Complex Report dated June 24, 2009 by David A. Ross, P.Geo. and Christopher
Moreton, Ph.D., P.Geo.
    
    The 2011 Mongolia Report dated March 23, 2011 by Hrayr Agnerian, M.Sc. (Applied),
P. Geo. and William E. Roscoe, Ph.D., P.Eng.
  129




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Additional Information
 www.sedar.com
 www.sedar.com
 
 
  130




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Exhibit 1  Organizational Structure  as at december 31, 2010




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Schedule A
 Denison Mines Corp.
Audit Committee Mandate and Charter
 Composition of the Committee
 (1)
    
    The Board shall appoint annually from among its members at the first meeting of the
Board following the annual meeting of the shareholders a committee to be known as the Audit
Committee (the Committee) to be composed of three (3) directors or such other number not
less than three (3) as the Board may from time to time determine.(2)
    
    Any member of the Committee may be removed or replaced at any time by the Board. Any
member of the Committee ceasing to be a director or ceasing to qualify under A(3) below
shall cease to be a member of the Committee. Subject to the foregoing, each member of the
Committee shall hold office as such until the next annual appointment of members to the
Committee after his or her election. Any vacancy occurring in the Committee shall be
filled at the next meeting of the Board.(3)
    
    Each member of the Committee shall:
 (a)
    
    be a member of the Board;(b)
    
    not be an officer or employee of the Company or any of its affiliates;(c)
    
    be an unrelated director as defined in the Toronto Stock Exchange (the
TSX) Corporate Governance Guidelines (TSX Guidelines) as the same may be
amended from time to time;(d)
    
    satisfy the independence requirements applicable to members of audit
committees under each of Multilateral Instrument 52-110  Audit Committeesof the
Canadian Securities Administrators (M1 52-110), Rule 10A-3(b)(1)(ii) of the
United States Securities and Exchange Commission, and any other applicable laws and
regulations, as the same may be amended from time to time (with the TSX Guidelines,
Applicable Laws); and(e)
    
    satisfy the financial literacy requirements prescribed by Applicable
Laws.
 (4)
    
    A majority of the Committee shall constitute a quorum.(5)
    
    The Committee shall elect annually a chairperson from among its members.
 Purpose
 (1)
    
    The Committees purpose is to assist the Board in its supervision of the management
of the business and affairs of the Company through oversight of:
 (a)
    
    the integrity of the Companys financial statements, Managements
Discussion and Analysis (MD&A) and other financial reporting;(b)
    
    the integrity of the Companys internal control and management
information systems;




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##### 



(c)
    
    the Companys compliance with all applicable laws, rules, regulations,
policies and other requirements of governments, regulatory agencies and stock
exchanges relating to accounting matters and financial disclosure;(d)
    
    the auditors qualifications and activities;(e)
    
    communication among the auditor, management and the Board; and(f)
    
    such other matters as are determined by the Board from time to time.
 Committee Resources
 (1)
    
    The Committee shall have direct channels of communication with the Companys
auditor to discuss and review specific issues as appropriate.(2)
    
    The Committee, or any member of the Committee with the approval of the Committee, may
retain at the expense of the Company such independent legal, accounting (other than the
auditor) or other advisors on such terms as the Committee may consider appropriate and shall
not be required to obtain the approval of the Board in order to retain or compensate any
such advisors.(3)
    
    The Committee shall have unrestricted access to Company personnel and documents and
shall be provided with all necessary funding and other resources to carry out its
responsibilities;
 Committee Responsibilities
 (1)
    
    The responsibilities of the Committee shall be to:(a)
    
    with respect to financial accounting matters:
 (i)
    
    review with management and the external auditors the annual
consolidated financial statements, MD&A and press release announcing annual
financial results of operations before making recommendations to the Board
relating to approval of such documents;(ii)
    
    review with management and the external auditors interim
financial statements, MD&A and press release announcing interim financial
results of operations before making recommendations to the Board relating to
approval of such documents;(iii)
    
    review and discuss with management and the external auditors
all public disclosure documents containing audited or unaudited financial
information including: any Prospectus; the Annual Report; interim unaudited
reports; the Annual Information Form; Management Information Circular, and any
material change report pertaining to the Companys financial matters. The
Committee will review the consistency of the foregoing documents with facts,
estimates or judgments contained in the audited or unaudited financial
statements;




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(iv)
    
    satisfy itself that adequate procedures are in place for the
review of the Companys disclosure of financial information extracted or
derived from the
Companys financial statements, other than the Companys financial
statements, MD&A and earnings press releases, and shall periodically assess
the adequacy of those procedures;(v)
    
    prior to the completion of the annual audit, and at any other
time deemed advisable by the Committee, review and discuss with management and
the auditor the quality of the Companys accounting policies and financial
statement presentation, including, without limitation, the following:
 1.
    
    all critical accounting policies and practices
to be used, including, without limitation, the reasons why certain
estimates or policies are or are not considered critical and how
current and anticipated future events may impact those determinations
as well as an assessment of any proposed modifications by the auditors
that were not made;2.
    
    all alternative accounting treatments for
policies and practices that have been discussed by management and the
auditors; and3.
    
    other material written communications between
the auditor and management, including, without limitation, any
management letter, schedule of unadjusted differences, the management
representation letter, report on internal controls, as well as the
engagement letter and the independence letter;
 (vi)
    
    review annually the accounting principles and practices
followed by the Company and any changes in the same as they occur;(vii)
    
    review new accounting principles of the Canadian Institute of
Chartered Accountants and the Financial Accounting Standards Board which would
have a significant impact on the Companys financial reporting as reported to
the Committee by management;(viii)
    
    review the status of material contingent liabilities as reported to the
Committee by management;(ix)
    
    review potentially significant tax problems as reported to the
Committee by management; and(x)
    
    review any errors or omissions in the current or prior years
financial statements which appear material as reported to the Committee by
management;
 (b)
    
    with respect to the external auditors:
 (i)
    
    be directly responsible for the appointment, compensation,
retention, termination and oversight of the work of the auditor (including,
without limitation, resolution of disagreements between management and the
auditor regarding financial reporting) for the purpose of preparing or issuing
an audit report or performing other audit, review or services for the Company;(ii)
    
    approve, prior to the auditors audit, the auditors audit plan
(including, without limitation, staffing), the scope of the auditors review
and all related fees;




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(iii)
    
    satisfy itself as to the independence of the auditor. The
Committee shall pre-approve any non-audit services (including, without
limitation, fees therefor) provided to the Company or its subsidiaries by the
auditor or any auditor of any such subsidiary and shall consider whether these
services are compatible with the auditors independence, including, without
limitation, the nature and scope of the specific non-audit services to be
performed and whether the audit process would require the auditor to review any
advice rendered by the auditor in connection with the provision of non-audit
services. The Committee shall not allow the auditor to render any non-audit
services to the Company or its subsidiaries that are prohibited by Applicable
Law;(iv)
    
    review and approve the Companys policies concerning the hiring
of employees and former employees of the Companys auditor or former auditor.
 (c)
    
    with respect to internal controls:
 (i)
    
    oversee managements design, testing and implementation of the
Companys internal controls and management information systems and review the
adequacy and effectiveness thereof.
 (d)
    
    with respect to concerns and complaints:
 (i)
    
    establish procedures for:
 1.
    
    the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters; and2.
    
    the confidential, anonymous submission by
employees of the Company of concern regarding questionable accounting
or auditing matters.
 (e)
    
    with respect to ethics:
 (i)
    
    The Committee shall be responsible for oversight and
enforcement of the Code of Ethics for the Chief Executive Officer, Senior
Financial Officers and Other Officers of the Company, subject to the
supervision of the Board.
 (f)
    
    with respect to general audit matters:
 (i)
    
    inquire of management and the external auditors as to any
activities that may or may not appear to be illegal or unethical;(ii)
    
    review with management, the operations analyst and the external
auditors any frauds reported to the Audit Committee;(iii)
    
    review with the external auditors the adequacy of staffing for
accounting and financial responsibilities; and(iv)
    
    report and make recommendations to the Board as the Committee
considers appropriate.




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##### 



(2)
    
    In addition, the Board may refer to the Committee such matters and questions relating
to the Company as the Board may from time to time see fit;(3)
    
    Any member of the Committee may require the auditors to attend any or every meeting of
the Committee.
 Meetings
 (1)
    
    The times of and the places where meetings of the Audit Committee shall be held and the
calling of and procedure at such meetings shall be determined from time to time by the
Committee, provided however that the Committee shall meet at least quarterly, and the
Committee shall maintain minutes or other records of its meetings and activities. Notice
of every such meeting to be given in writing not less than five (5) days prior to the date
fixed for the meeting, and shall be given to the auditors of the Company, that the auditors
shall be entitled to attend and be heard thereat. Meetings shall be convened whenever
requested by the auditors, the operations analyst or any member of the Audit Committee in
accordance with the Ontario Business Corporations Act.(2)
    
    As part of each meeting of the Committee at which it recommends that the Board
approve the financial statements of the Company, and at such other times as the Committee
deems appropriate, the Committee shall meet separately with the auditor to discuss and
review specific issues as appropriate.
 Evaluation of Charter and Mandate
 (1)
    
    On at least an annual basis, the Committee shall review and assess the adequacy of
this Charter and Mandate and recommend any proposed changes to the Board of Directors.(2)
    
    All prior resolutions of the Board relating to the constitution and responsibilities of
the Audit Committee are hereby repealed.




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Schedule B
 Glossary of Technical Terms
  eU 3 O 8   3 8
 Historical Estimate
 Indicated Mineral Resource
 Inferred Mineral Resource
 Measured Mineral Resource
 Mineral Reserve
 Mineral Resource




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Pre-Feasibility Study
 Probable Mineral Reserve
 Proven Mineral Reserve
 Qualified Person
 V 2 O 5