UNITED
STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549










FORM 40-F










(Check One)


☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934





☒
ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the fiscal year ended: December 31, 2019

Commission file number: 001-33414










DENISON MINES CORP.


(Exact name of registrant as specified in its charter)
















Ontario, Canada


(Province or other jurisdiction of incorporation or
organization)








1090


(Primary standard industrial classification code
number)








98-0622284


(I.R.S. employer identification number)








1100 – 40 University Avenue, Toronto, Ontario M5J 1T1 Canada;
Phone number: 416-979-1991


(Address and telephone number of registrant’s principal
executive offices)








C T Corporation System


28 Liberty Street


New York, NY 10005


Phone number: 212-894-8940


(Name, address and telephone number of agent for service in the
United States)








Securities registered pursuant to Section 12(b) of the
Act: Not applicable.





Securities registered pursuant to Section 12(g) of the
Act: Common shares without par value.











Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: Not applicable.





For annual reports, indicate by check mark the information filed
with this form:





☒Annual
Information Form

☒Audited
Annual Financial Statements













Indicate the
number of outstanding shares of each of the issuer’s classes
of capital or common stock as of the close of the period covered by
the annual report: 597,192,153 Common Shares as at
December 31, 2019.





Indicate by check
mark whether the registrant: (1) has filed all reports
required to be filed by Section 13(d) or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period
that the registrant has been required to file such reports); and
(2) has been subject to such filing requirements in the past
90 days.


Yes  ☒            No 
 ☐





Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files).


Yes  ☒            No 
 ☐





Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 12b-2 of the Exchange Act.


Emerging growth
company  ☐





If an emerging
growth company that prepares its financial statements in accordance
with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange
Act.


Yes  ☐            No 
 ☐
















EXPLANATORY NOTE





Denison Mines Corp. (the
“Company”
or the “Registrant”) is an Ontario corporation eligible to
file its Annual Report pursuant to Section 13(a) of the United
States Securities Exchange Act of 1934, as amended (the
“Exchange Act”), on Form 40-F. The Registrant is a
“foreign private issuer” as defined in Rule 3b-4 under
the Exchange Act. Equity securities of the Registrant are
accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16
of the Exchange Act pursuant to Rule 3a12-3
thereunder.





DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS





In accordance
with General Instruction B.(3) of Form 40-F, the Registrant files
herewith Exhibits 99.1 through 99.3 as set forth in the Exhibit
Index attached hereto.





In accordance
with General Instruction D.(9) of Form 40-F, the Company has filed
written consents of certain experts named in the foregoing Exhibits
as Exhibits 99.4 and 99.7 through 99.21, as set forth in the
Exhibit Index attached hereto.





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS





Certain of the
information contained in this Annual Report on Form 40-F, including
the documents incorporated herein by reference, may contain
“forward-looking information”. Forward-looking
information and statements may include, among others, statements
regarding the future plans, costs, objectives or performance of the
Company, or the assumptions underlying any of the foregoing. In
this Annual Report on Form 40-F, words such as “may”,
“would”, “could”, “will”,
“likely”, “believe”, “expect”,
“anticipate”, “intend”, “plan”,
“estimate” and similar words and the negative form
thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. Forward-looking statements and
information are based on information available at the time and/or
management’s good-faith belief with respect to future events
and are subject to known or unknown risks, uncertainties and other
unpredictable factors, many of which are beyond the Company’s
control. These risks, uncertainties and assumptions include, but
are not limited to, those described under the section “Risk
Factors” in the Company’s Annual Information Form for
the fiscal year ended December 31, 2019 (the “AIF”), which is filed as Exhibit
99.3 to this Annual Report on Form 40-F, and could cause actual
events or results to differ materially from those projected in any
forward-looking statements.





The
Company’s forward-looking statements contained in the
exhibits incorporated by reference into this Annual Report on Form
40-F are made as of the respective dates set forth in such
exhibits. In preparing this Annual Report on Form 40-F, the Company
has not updated such forward-looking statements to reflect any
subsequent information, events or circumstances or otherwise, or
any change in management’s beliefs, expectations or opinions
that may have occurred prior to the date hereof, nor does the
Company assume any obligation to update such forward-looking
statements in the future, except as required by applicable
laws.





NOTE TO UNITED STATES READERS – DIFFERENCES IN UNITED STATES
AND CANADIAN REPORTING PRACTICES





The Registrant is
permitted, under a multijurisdictional disclosure system adopted by
the United States, to prepare this Annual Report on Form 40-F in
accordance with Canadian disclosure requirements, which are
different from those of the United States.





The Registrant
prepares its consolidated financial statements, which are filed
with this Annual Report on Form 40-F, in accordance with
International Financial Reporting Standards, as issued by the
International Accounting Standards Board (“IFRS”). IFRS
differ in some significant respects from United States generally
accepted accounting principles (“U.S. GAAP”), and thus the
Registrant’s financial statements may not be comparable to
the financial statements of United States companies. These
differences between IFRS and U.S. GAAP might be material to the
financial information presented in this Annual Report on Form 40-F.
In addition, differences may arise in subsequent periods related to
changes in IFRS or U.S. GAAP or due to new transactions that the
Registrant enters into. The Registrant is not required to prepare a
reconciliation of its consolidated financial statements and related
footnote disclosures between IFRS and U.S. GAAP and has not
quantified such differences.











RESOURCE AND RESERVE ESTIMATES





The terms
“mineral reserve”, “proven mineral reserve”
and “probable mineral reserve” are Canadian mining
terms as defined in accordance with National Instrument 43-101
– Standards of Disclosure for Mineral Projects
(“NI 43-101”),
which references the guidelines set out in the Canadian Institute
of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition
Standards on Mineral Resources and Mineral Reserves
(“CIM
Standards”), adopted by the CIM Council, as amended.
These definitions differ from the definitions in Industry Guide 7
(“Industry Guide
7”) under the United States Securities Act of 1933, as
amended. Under Industry Guide 7, mineralization may not be
classified as a “reserve” unless the determination has
been made that the mineralization could be economically and legally
produced or extracted at the time of the reserve determination.
Under Industry Guide 7 standards, a “final” or
“bankable” feasibility study is required to report
reserves, the three-year historical average price is used in any
reserve or cash flow analysis to designate reserves and the primary
environmental analysis or report must be filed with the appropriate
governmental authority. Denison has not prepared a feasibility
study for the purposes of NI 43-101 or the requirements of the SEC
in connection with its probable mineral reserves disclosure, and
therefore such mineral reserve disclosure is not comparable to
information from U.S. companies subject to the reporting and
disclosure requirements of the SEC. Further, until recently, the
SEC has not recognized the reporting of mineral deposits which do
not meet the Industry Guide 7 definition of “reserve”.
In addition, the terms “mineral resource”,
“measured mineral resource”, “indicated mineral
resource” and “inferred mineral resource” are
defined in and required to be disclosed by NI 43-101; however,
these terms are not defined terms under Industry Guide 7 and, until
recently, have not been permitted to be used in reports and
registration statements filed with the U.S. Securities and Exchange
Commission (the “SEC” or the “Commission”).





The SEC adopted
amendments to its disclosure rules to modernize the mineral
property disclosure requirements for issuers whose securities are
registered with the SEC under the Exchange Act. These amendments
became effective February 25, 2019 (the “SEC Modernization Rules”) with
compliance required for the first fiscal year beginning on or after
January 1, 2021. The SEC Modernization Rules replace the historical
disclosure requirements for mining registrants that were included
in SEC Industry Guide 7, which will be rescinded from and after the
required compliance date of the SEC Modernization Rules. As a
result of the adoption of the SEC Modernization Rules, the SEC now
recognizes estimates of “measured mineral resources”,
“indicated mineral resources” and “inferred
mineral resources”. In addition, the SEC has amended its
definitions of “proven mineral reserves” and
“probable mineral reserves” to be “substantially
similar” to the corresponding definitions under the CIM
Standards, as required under NI 43-101. Accordingly, during the
period leading up to the compliance date of the SEC Modernization
Rules, information regarding mineral resources or mineral reserves
contained or referenced in this Annual Report may not be comparable
to similar information made public by United States
companies.





United States
investors are cautioned that there are differences in the
definitions under the SEC Modernization Rules and the CIM
Standards. Accordingly, there is no assurance any mineral reserves
or mineral resources that the Company may report as “proven
mineral reserves”, “probable mineral reserves”,
“measured mineral resources”, “indicated mineral
resources” and “inferred mineral resources” under
NI 43-101 would be the same had the Company prepared the reserve or
resource estimates under the standards adopted under the SEC
Modernization Rules.





United States
investors are also cautioned that while the SEC will now recognize
“indicated mineral resources” and “inferred
mineral resources”, investors should not assume that any part
or all of the mineralization in these categories will ever be
converted into a higher category of mineral resources or into
mineral reserves. Mineralization described using these terms has a
greater amount of uncertainty as to their existence and feasibility
than mineralization that has been characterized as reserves.
Accordingly, investors are cautioned not to assume that any
“indicated mineral resources” or “inferred
mineral resources” that the Company reports are or will be
economically or legally mineable. Further, “inferred mineral
resources” have a greater amount of uncertainty as to their
existence and as to whether they can be mined legally or
economically. Therefore, United States investors are also cautioned
not to assume that all or any part of the “inferred mineral
resources” exist. In accordance with Canadian securities
laws, estimates of “inferred mineral resources” cannot
form the basis of feasibility or other economic studies, except in
limited circumstances where permitted under NI 43-101.











Accordingly,
information contained in this Annual Report on Form 40-F and the
documents incorporated by reference herein containing descriptions
of the Company’s mineral deposits may not be comparable to
similar information made public by U.S. companies subject to the
reporting and disclosure requirements under the United States
federal securities laws and the rules and regulations
thereunder.





CURRENCY





Unless otherwise
indicated, all dollar amounts in this Annual Report on Form 40-F
are in Canadian dollars. The daily exchange rate published by the
Bank of Canada for the exchange of Canadian dollars into United
States dollars on December 31, 2019, the last business day of
calendar 2019, was CDN$1.00 = U.S. $0.7699.





TAX MATTERS





Purchasing,
holding, or disposing of securities of the Registrant may have tax
consequences under the laws of the United States and Canada that
are not described in this Annual Report on Form 40-F.





DISCLOSURE CONTROLS AND PROCEDURES





A.
Evaluation of Disclosure Controls and Procedures


The Company
maintains disclosure controls and procedures to ensure that
information required to be disclosed in the Company’s filings
under the Exchange Act, is recorded, processed, summarized and
reported in accordance with the requirements specified in the rules
and forms of the SEC. The Company carried out an evaluation, under
the supervision and with the participation of its management,
including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the
Company’s “disclosure controls and procedures”
(as defined in the Exchange Act Rule 13a-15(e)) as of the end
of the period covered by this report. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures as of
December 31, 2019 are effective to ensure that information required
to be disclosed by the Registrant in reports it files or submits
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules
and forms and is accumulated and communicated to the
Registrant’s management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.





The
Company’s disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and, as
indicated in the preceding paragraph, the Chief Executive Officer
and Chief Financial Officer believe that the Company’s
disclosure controls and procedures are effective at that reasonable
assurance level, although the Chief Executive Officer and Chief
Financial Officer do not expect that the disclosure controls and
procedures will prevent or detect all errors and all
fraud.





It should be
noted that a control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. The Company will
continue to periodically review its disclosure controls and
procedures and may make such modifications from time to time as it
considers necessary.





B.
Management’s Annual Report on Internal Control Over Financial
Reporting


The
Company’s management is responsible for establishing and
maintaining an adequate system of internal control over financial
reporting. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of the Company’s financial reporting and the preparation of
financial statements for external purposes in accordance with
IFRS.





A company’s
internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a
material effect on the financial statements.








Management
conducted an assessment of the Company’s internal control
over financial reporting based on the framework established by the
Committee of Sponsoring Organizations of the Treadway Commission on
Internal Control — Integrated Framework (2013). Based on this
assessment, management concluded that, as of December 31, 2019, the
Company’s internal control over financial reporting is
effective.





It should be
noted that a control system, no matter how well conceived or
operated, can only provide reasonable, not absolute, assurance that
the objectives of the control system are met. The Company will
continue to periodically review its internal control over financial
reporting and may make such modifications from time to time as it
considers necessary.





C.
Attestation Report of the Independent Registered Public Accounting
Firm


The effectiveness
of the Registrant’s internal control over financial reporting
as of December 31, 2019 has been audited by PricewaterhouseCoopers
LLP, an Independent Registered Public Accounting Firm, as stated in
their report included with the Registrant’s Audited Financial
Statements, which are an exhibit to this Annual Report on Form
40-F.





D.
Changes in Internal Control Over Financial Reporting


There was no
change in the Company’s internal control over financial
reporting that occurred during the twelve month period covered by
this Annual Report on Form 40F that has materially affected, or is
reasonably likely to materially affect, the Company’s
internal control over financial reporting.





NOTICES PURSUANT TO REGULATION BTR





There were no
notices required by Rule 104 of Regulation BTR during the fiscal
year ended December 31, 2019, concerning any equity security
subject to a blackout period under Rule 101 of Regulation
BTR.





CORPORATE GOVERNANCE





The Company is
listed on the Toronto Stock Exchange (the “TSX”) and is required to describe
its practices and policies with regard to corporate governance with
specific reference to the corporate governance guidelines of the
Canadian Securities Administrators on an annual basis by way of a
corporate governance statement contained in the Company’s
Annual Information Form or Information Circular. The Company is
also listed on the NYSE American LLC (the “NYSE American”) and additionally
complies as necessary with the rules and guidelines of the NYSE
American as well as the SEC. The Company reviews its governance
practices on an ongoing basis to ensure it is in compliance with
the applicable laws, rules and guidelines both in Canada and in the
United States.





The
Company’s Board of Directors (the “Board”) is responsible for the
Company’s corporate governance policies and has separately
designated a standing Corporate Governance and Nominating
Committee. The Board has determined that the members of the
Corporate Governance and Nominating Committee are independent,
based on the criteria for independence and unrelatedness prescribed
by the Sarbanes-Oxley Act of 2002, Section 10A(m)(3), and the NYSE
American. Corporate governance relates to the activities of the
Board, the members of which are elected by and are accountable to
the shareholders, and takes into account the role of the senior
officers who are appointed by the Board and who are charged with
the day to day administration of the Company. The Board is
committed to sound corporate governance practices that are both in
the interest of its shareholders and contribute to effective and
efficient decision making.





BENEFIT PLAN BLACKOUT PERIODS





Not
applicable.








AUDIT COMMITTEE FINANCIAL EXPERT





The
Company’s Board of Directors has determined that all three
members of its Audit Committee (Ms. Catherine Stefan, Mr. Brian D.
Edgar and Ms. Patricia M. Volker) are audit committee financial
experts, within the meaning of paragraph 8(b) of General
Instruction B of Form 40-F, and are also independent within the
meaning of United States and Canadian securities regulations and
applicable stock exchange requirements. A description of the
education and experience of these persons is set forth in the table
below:





Member Name

Education & experience relevant to
performance of audit committee dutiesCatherine J.G.
Stefan,
Chair of the
Audit
Committee

●

Chartered
Professional Accountant, Chartered Accountant●

B.Comm●

Held position of
Chief Operating Officer of O&Y Properties Inc., President of
Stefan & Associates and Executive Vice-President of Bramalea
Group, Chair, Tax Committee of the Canadian Institute of Public
Real Estate Companies (CIPREC).Brian D.
Edgar

●

Law degree, with
extensive corporate finance experience●

Held positions in
a public company of Chairman since 2011 and President and Chief
Executive Officer from 2005 to 2011.●

Has served on
audit committees of a number of public companiesPatricia M.
Volker

●

Chartered
Professional Accountant, Chartered Accountant, Certified Management
Accountant●

Over 17 years of
service at the Chartered Professional Accountants of Ontario, the
self-regulating body for Ontario’s CPAs●

Has served and
chaired audit committees of a number of companies





Through such
education and experience, each of these three members has
experience overseeing and assessing the performance of companies
and public accountants with respect to the preparation, auditing
and evaluation of financial statements, and has: (1) an
understanding of generally accepted accounting principles and
financial statements; (2) the ability to assess the general
application of such principles in connection with the accounting
for estimates, accruals and reserves; (3) experience preparing,
auditing, analyzing or evaluating financial statements that present
a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that
can reasonably be expected to be raised by the Company’s
financial statements; (4) an understanding of internal control over
financial reporting; and (5) an understanding of audit committee
functions.





The SEC has
provided that the designation of an audit committee financial
expert does not make him or her an “expert” for any
purpose, impose on him or her any duties, obligations or liability
that are greater than the duties, obligations or liability imposed
on him or her as a member of the Audit Committee and the Board in
the absence of such designation, or affect the duties, obligations
or liability of any other member of the Audit Committee or
Board.





CODE OF ETHICS





The Company has
adopted a code of ethics that applies to the Company’s
directors, officers and employees, including the Chief Executive
Officer, Chief Financial Officer, principal accounting officer or
controller, persons performing similar functions and other
officers, directors and employees of the Company. A current copy of
the amended code of ethics is on the Company’s website at
www.denisonmines.com. In the fiscal year ended December 31, 2019,
the Company has not made any amendment to a provision of its code
of ethics that applies to any of its Chief Executive Officer, Chief
Financial Officer, principal accounting officer or controller or
persons performing similar functions that relates to one or more of
the items set forth in paragraph (9)(b) of General Instruction B to
Form 40-F. In the fiscal year ended December 31, 2019, the Company
has not granted a waiver (including an implicit waiver) from a
provision of its code of ethics to any of its Chief Executive
Officer, Chief Financial Officer, principal accounting officer or
controller or persons performing similar functions that relates to
one or more of the items set forth in paragraph (9)(b) of General
Instruction B to Form 40-F.








PRINCIPAL ACCOUNTANT FEES AND SERVICES





The following
table discloses the fees billed to the Company by its external
auditor during the last two financial years ended December 31, 2019
and 2018. Services were billed and paid in Canadian dollars and the
table below reflects amounts in Canadian dollars.


Periods Ending

Audit Fees(1)


Audit Related Fees (2)


Tax Fees (3)


All Other Fees(4)December 31,
2018

$
171,434


$
123,994


$
0


$
0December 31,
2019

$
180,775


$
115,254


$
0


$
0


Notes:





(1)
The aggregate
fees billed for audit services of the Company’s consolidated
financial statements.(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 specified audit procedures not included as
part of the audit of the consolidated financial
statements.(3)
The aggregate
fees billed for tax compliance, tax advice, and tax planning
services, such as transfer pricing and tax return
preparation.(4)
The aggregate
fees billed for professional services other than those listed in
the other three columns.





The
Company’s Audit Committee mandate and charter provides that
the Audit Committee shall (i) 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, and (ii) 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 following
sets forth the percentage of services described above that were
approved by the audit committee pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X:





2018

2019Audit Related
Fees:
100%

100%Tax
Fees:
100%

100%All Other
Fees:
100%

100%








OFF-BALANCE SHEET ARRANGEMENTS





The Company does
not have any off-balance sheet arrangements at December 31, 2019
and at the date hereof.





TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS





At December 31,
2019, the Company had a reclamation liability of $32,512,000,
consisting of $17,987,000 for Elliot Lake obligations, $14,503,000
for the McClean Lake and Midwest joint venture obligations and
$22,000 for other obligations. The Company maintains a trust fund
equal to the estimated reclamation spending for the succeeding six
calendar years, less interest expected to accrue on the funds, in
respect of its liability for Elliot Lake. At December 31, 2019, the
balance in the trust fund was $2,859,000. In addition, the Company
has pledged as collateral $9,135,000 of cash to support its standby
letters of credit from the Bank of Nova Scotia for the McClean and
Midwest reclamation obligations.











In addition, the
Company’s contractual obligations at December 31, 2019 are as
follows:





(in
thousands)

Total

1
Year

2-3
Years

4-5
Years

After 5
YearsAccounts payable and accrued
liabilities
$
7,930

7,930

-

-

-Lease
liabilities
$
899

235

353

218

93Debt
obligations
$
270

235

19

16

-








IDENTIFICATION OF THE AUDIT COMMITTEE





The Company has a
separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act. The
committee members are Ms. Catherine J. G. Stefan, Mr. Brian D.
Edgar and Ms. Patricia M. Volker. For further information on these
members, see “Audit Committee Financial Experts”
above.





INTERACTIVE DATA FILE





An interactive
data file has been filed with the Consolidated Audited Financial
Statements for the Years Ended December 31, 2019 and 2018 on the
Company’s Form 6-K furnished to the Commission on March 6,
2020.








NYSE AMERICAN CORPORATE GOVERNANCE





The
Company’s common shares are listed on the NYSE American.
Section 110 of the NYSE American Company Guide permits the NYSE
American to consider the laws, customs and practices of foreign
issuers in relaxing certain NYSE American listing criteria, and to
grant exemptions from the NYSE American listing criteria based on
these considerations. An issuer seeking relief under these
provisions is required to provide written certification from
independent local counsel that the non-complying practice is not
prohibited by home country law. A description of the significant
ways in which the Company’s governance practices differ from
those followed by domestic companies pursuant to the NYSE American
standards is as follows:





Board Composition: The NYSE American
requires that a listed company have a Board of Directors consisting
of at least a majority of members who satisfy applicable
independence standards under Section 803 of the NYSE American
Company Guide (the “NYSE
American Independence Standard”). The Company’s
Board is currently composed of nine members, six of whom qualify as
independent under the NYSE American Company Guide and who meet the
NYSE American Independence Standard, namely Mses. Stefan and Volker
and Messrs. Dengler, Edgar, Hochstein and Rand. Denison’s
remaining three directors do not satisfy the NYSE American
Independence Standard, being Messrs. Cates, Lundin and
Park.





Shareholder Meeting Quorum Requirement:
The NYSE American minimum quorum requirement for a shareholder
meeting is one-third of the shares issued and outstanding and
entitled to vote for a meeting of a listed company’s
shareholders. The TSX does not specify a quorum requirement for a
meeting of a listed company’s shareholders. The
Company’s current required quorum at any meeting of
shareholders as set forth in the Company’s by-laws is two
persons present, each being a shareholder entitled to vote at the
meeting or a duly appointed proxyholder for an absent shareholder
so entitled, holding or representing in aggregate not less than 10%
of the shares of the Company entitled to be voted at the meeting.
The Company’s current quorum requirement is not prohibited
by, and does not constitute a breach of, the Business Corporations Act (Ontario)
(the “OBCA”),
applicable Canadian securities laws or the rules and policies of
the TSX.








Proxy Solicitation Requirement: The
NYSE American requires the solicitation of proxies and delivery of
proxy statements for all shareholder meetings of a listed company,
and requires that these proxies be solicited pursuant to a proxy
statement that conforms to the proxy rules of the U.S. Securities
and Exchange Commission. The Company is a foreign private issuer as
defined in Rule 3b-4 under the Exchange Act, and the equity
securities of the Company are accordingly exempt from the proxy
rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the
Exchange Act. The Company solicits proxies in accordance with the
OBCA, applicable Canadian securities laws and the rules and
policies of the TSX.





Shareholder Approval Requirements: The
NYSE American requires a listed company to obtain the approval of
its shareholders for certain types of securities issuances. One is
the sale of common shares (or securities convertible into common
shares) at a discount to officers or directors. The TSX rules
require shareholder approval for the issuance of shares to insiders
in private placements where insiders are being issued more than 10%
of the presently issued and outstanding shares. The NYSE American
also requires shareholder approval of private placements that may
result in the issuance of common shares (or securities convertible
into common shares) equal to 20% or more of presently outstanding
shares for less than the greater of book or market value of the
shares. There is no such requirement under Ontario law. The TSX
rules require shareholder approval for private placements that
materially affect control, or where more than 25% of presently
issued and outstanding shares will be issued at a discount to
market. The Company will seek a waiver from the NYSE American
shareholder approval requirement should a dilutive securities
issuance trigger such NYSE American shareholder approval
requirement in circumstances where such securities issuance does
not trigger a shareholder approval requirement under the rules of
the TSX.





Compensation Committee Requirements:
The NYSE American Company Guide requires that additional
independence criteria be applied to each member of the Compensation
Committee. The NYSE American Company Guide also mandates that the
Compensation Committee must have the authority to hire compensation
consultants, independent legal counsel and other compensation
advisors and exercise the sole responsibility to oversee the work
of any compensation advisors retained to advise the Compensation
Committee. In addition, before engaging a compensation advisor, the
Compensation Committee must consider at least six factors that
could potentially impact compensation advisor independence. The
Company follows Canadian Securities Administrators and TSX
requirements for Compensation Committee charters, independence and
authority. The Compensation Committee's Charter includes a
requirement that each member of the Compensation Committee be
independent and that the Compensation Committee have the authority
to retain outside advisors and determine the extent of funding
necessary for payment of consultants.





The foregoing are
consistent with the laws, customs and practices in
Canada.





In addition, the
Company may from time-to-time seek relief from the NYSE American
corporate governance requirements on specific transactions under
Section 110 of the NYSE American Company Guide by providing written
certification from independent local counsel that the non-complying
practice is not prohibited by its home country law, in which case,
the Company shall make the disclosure of such transactions
available on its website at www.denisonmines.com. Information
contained on, or accessible through, our website is not part of
this Annual Report on Form 40-F.








MINE SAFETY DISCLOSURE





Not
applicable.





UNDERTAKING AND CONSENT TO SERVICE OF PROCESS





A.
Undertaking


The Company
undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities
registered pursuant to Form 40-F; the securities in relation to
which the obligation to file an Annual Report on Form 40-F arises;
or transactions in said securities.





B.
Consent to Service of Process


The Company has
previously filed with the SEC a Form F-X in connection with its
common shares. Any change to the name or address of the
Company’s agent for service shall be communicated promptly to
the SEC by amendment to the Form F-X referencing the file number of
the Company.











SIGNATURES


Pursuant to the
requirements of the Exchange Act, the Company certifies that it
meets all of the requirements for filing on Form 40-F and has duly
caused this Annual Report on Form 40-F to be signed on its behalf
by the undersigned, thereto duly authorized.





Registrant: DENISON
MINES CORP.By:

/s/ David D. CatesTitle:

President and
Chief Executive OfficerDate:

March 13,
2020

















EXHIBIT INDEX





99.1

Annual Information Form for the Year
Ended December 31, 201999.2

Management’s Discussion and
Analysis of Results of Operations and Financial Condition for the
Year ended December 31, 201999.3

Consolidated Audited Financial
Statements for the Years Ended December 31, 2019 and 2018 together
with Management’s Report on Internal Control over Financial
Reporting and the report of our Independent Registered Public
Accounting Firm thereon99.4

Consent of PricewaterhouseCoopers
LLP99.5

Officers’ Certifications
Required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 193499.6

Officers’ Certifications
Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code99.7

Consent of Roscoe Postle Associates
Inc.99.8

Consent of Richard E. Routledge, M.
Sc., P.Geo.99.9

Consent of SRK Consulting (Canada)
Inc.99.10

Consent of Mark Liskowich, P.Geo.99.11

Consent of Oy Leuangthong,
P.Eng.99.12

Consent of Cliff Revering,
P.Eng.99.13

Consent of G. David Keller,
P.Geo.99.14

Consent of SGS
Geostat99.15

Consent of Allan Armitage, Ph.D.,
P.Geo.99.16

Consent of GeoVector Management
Inc.99.17

Consent of Alan Sexton, M.Sc.,
P.Geo.99.18

Consent of Dale Verran, M.Sc., P.Geo,
Pr.Sci.Nat.99.19

Consent of Chad Sorba,
P.Geo.99.20

Consent of Serdar Donmez, P.Geo.,
E.I.T.99.21

Consent of Paul Burry,
P.Geo.101

Interactive Data
Files with respect to the Consolidated Audited Financial Statements
for the Years Ended December 31, 2019 and 2018101.INS
XBRL Instance Document101.SCH
XBRL Taxonomy Extension
Schema101.CAL
XBRL Taxonomy Extension Calculation
Linkbase101.DEF
XBRL Taxonomy Extension Definition
Linkbase101.LAB
XBRL Taxonomy Extension Label
Linkbase101.PRE
XBRL Taxonomy Extension Presentation
Linkbase