##### 



Exhibit
99.1
 
 ANNUAL INFORMATION FORM
OF
DENISON MINES CORP.




---



##### 



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
    
    
    4Significant Acquisitions
    
    
    10Denisons BusinessOverview
    
    
    11Marketing
    
    
    13OperationsMcClean Lake Mining and Processing Facilities
    
    
    17Mining Equipment Development Program
    
    
    20White Mesa Mill
    
    
    20Alternate Feed Processing
    
    
    21U.S. Mines
    
    
    22Mineral PropertiesSummaries of Reserves and Resources
    
    
    27McClean Lake
    
    
    31Midwest
    
    
    37Henry Mountains Complex
    
    
    41Arizona Strip
    
    
    48Colorado Plateau
    
    
    55Gurvan Saihan Joint Venture
    
    
    56Mineral ExplorationGeneral
    
    
    63McClean Lake
    
    
    64Midwest
    
    
    64Moore Lake
    
    
    65Wheeler River
    
    
    66Wolly
    
    
    66Park Creek
    
    
    67Bell Lake Joint Venture
    
    
    67Huard-Kirsch Lake
    
    
    68Other Canadian Properties
    
    
    68U.S. Properties
    
    
    69Mongolia
    
    
    70Quality Assurance and Quality Control Procedures and Protocols
    
    
    70Manager of UPC
    
    
    74Urizon Joint Venture
    
    
    75Denison Environmental Services
    
    
    76Fortress Minerals Corp
    
    
    76Environmental and Safety MattersCanada
    
    
    77U.S. Environmental Regulation
    
    
    78Mongolia
    
    
    79Employees
    
    
    79Government RegulationCanadian Uranium Industry
    
    
    79U.S. Uranium Industry
    
    
    80Land Tenure
    
    
    80Canadian Royalties
    
    
    81Canadian Income and Other Taxes
    
    
    82U.S. Income and Other Taxes
    
    
    82Risk Factors
    
    
    83Description of SecuritiesCommon Shares
    
    
    902004 Warrants
    
    
    902006 Warrants
    
    
    90Dividend Policy
    
    
    91Market For Securities
    
    
    91Directors and Officers
    
    
    93Standing CommitteesAudit Committees
    
    
    96Other committees
    
    
    98Legal Proceedings
    
    
    98Interest of Management and Others in Material Transactions
    
    
    99Registrar and Transfer Agent
    
    
    99Material Contracts
    
    
    99Names and Interests of Experts
    
    
    100Additional Information
    
    
    101Exhibit 1  Organizational structureSchedule AAudit Committee Mandate and CharterSchedule BGlossary of Terms




---



##### 



Currency
 AIF
 
 Basis of Presentation
 Denison Company
  
 Note Regarding Forward-Looking Information
    1




---



##### 



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




---



##### 



Incorporation And Subsidiaries
 Incorporation
 Ontario Business Corporations Act OBCA IUC
 DMI Denison Arrangement IUC Subco
  Common Shares TSX
  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 and Denison Sunday Mine LLC;
    
    the Arizona Strip properties through Denison Arizona Strip LLC; and
    
    the Henry Mountains uranium complex in southern Utah and other exploration properties
through Denison Henry Mountains LLC.
 
 3




---



##### 



MUL ARC AREVA
  
 General Development Of The Business
 
 Three-Year Highlights
  2004
   Denison Energy
 4




---



##### 



JNR
 Fortress
       5




---



##### 



DES
 2005
  CNSC
   UPC
  Cameco
 Santoy
 6




---



##### 



Erdene
 Scott Wilson RPA Standards of Disclosure for Mineral Projects NI 43-101 3 8
    Abaddon
   7




---



##### 



2006
 3 8
   3 8 3 8
 3 8
 8




---



##### 



RCB
  3 8 CIM 3 8 3 8
   Omega
 2007  Recent Developments
  
    
    On January 9, Denison issued an aggregate of 9,010,700 Common Shares by way of private
placement for gross proceeds of approximately Cdn$105.9 million.
    
    On January 23, Denison lodged a bidders statement with the Australian Securities and
Investment Commission in connection with Denisons offer to acquire any or all of the
issued and outstanding shares of Omega. The offer was scheduled to close on February 28,
2007 but was subsequently amended to increase the offer by 4.5% to AU$1.15 per share and to
stipulate that
 9




---



##### 



this was Denisons final offer. The offer period now closes on April 13, 2007.
Approximately 31.5% of the common shares of Omega were tendered by March 27, 2007.
    
    On February 26, Denison announced that it had applied for a listing of its common shares
on the American Stock Exchange. It is expected that the process will be completed by
April, 2007.
    
    On February 27, Denison acquired five uranium deposits located in the Arizona Strip
district in north eastern Arizona for cash consideration of $5.5 million plus a 1% royalty.
    
    On February 27, Denison announced a uranium sales contract with AREVA to sell,
commencing in 2008, 17% of White Mesa mills annual uranium production, up to 6.5 million
pounds U3O8, at a price of 95% of the previous months long term
uranium price. The contract also has a floor price of $45.00 per pound
U3O8.
    
    In March, new estimates of mineral resources at the McClean North deposit, on the
McClean Lake property, were received from Scott Wilson RPA, which was retained to
independently review and audit the resources in accordance with the requirements of NI
43-101. The report identified indicated mineral resources for the McClean North deposit
containing 11.48 million pounds of U3O8 (Denisons share 2.58 million
pounds) and inferred mineral resources containing 0.05 million pounds (Denisons share 0.01
million pounds) based on a 0.1% U3O8 cut-off grade using an open pit
mining method. The McClean North deposit resources had previously been estimated based on
mining by blind boring. See Mineral Properties  McClean Lake.
    
    In March, new estimates of mineral resources at the Hairhan deposit in Mongolia were
received from Scott Wilson RPA, which was retained to independently review and audit the
resources in accordance with the requirements of NI 43-101. The report identified
indicated mineral resources for the Hairhan deposit containing 7.89 million pounds of
U3O8 (Denisons share 5.52 million pounds) and inferred mineral
resources containing 3.48 million pounds (Denisons share 2.44 million pounds) based on a
0.02% U3O8 cut-off grade. The report also identifies historical
mineral resources at the Haraat deposit, which are considered to be equivalent to inferred
under the definition standards of the CIM. This mineralization, located below the water
table, contains a total of 6.4 million pounds U3O8 (Denison portion
4.48 million pounds) at a 0.01% U3O8 cut-off grade. See Mineral
Properties  Gurvan Saihan Joint Venture.
    
    In March, new estimates of mineral resources at the breccia pipe deposits in Arizona
were prepared by Scott Wilson RPA, who was retained in accordance with the requirements of NI 43-101. The report identified inferred
mineral resources for the Arizona 1, Canyon, and Pinenut deposits of 0.96 million pounds of
U3O8, 1.52 million pounds of U3O8and 0.87
million pounds of U3O8 respectively, based on a 0.2%
eU3O8 cut-off grade. See Mineral Properties  Arizona Strip.
    
    On March 19, Denison announced a non-brokered private placement of 1,104,295
flow-through Common Shares prices at Cdn$16.30, for gross proceeds of approximately Cdn$18
million. The offering is scheduled to close on April 2, 2007. Proceeds of the private
placement will be used for the Companys 2007 exploration program in Saskatchewan.
 
 Significant Acquisitions
  10




---



##### 



Denisons Business
 
 Overview
  EFN
    11




---



##### 




    
    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 properties, straddling the south western Colorado and
Utah border;
    
    the Henry Mountains Complex, in south central Utah; and
    
    various uranium waste processing contracts and joint venture contracts.
  
    
    a 22.50% interest in the McClean Lake uranium facility in Northern Saskatchewan;
    
    a 22.50% interest in the McClean Lake uranium deposits;
    
    a 25.17% interest in the Midwest uranium project, including the Mae exploration area;
    
    a 40% interest in the Wheeler River Project; and an option to earn an additional 20%
interest therein;
    
    an option to earn 22.5% interest in the Wolly project;
    
    a 75% interest in the Moore Lake property;
    
    various exploration properties in the Athabasca Basin;
    
    management services agreement with UPC; and
    
    environmental services business (DES).
  
    
    a 70% interest in the Gurvan Saihan Joint Venture, which holds 750,000 hectares of
uranium exploration properties in Mongolia;
    
    five exploration licenses totalling 322,580 hectares
    
    an option to earn a 65% interest in eight uranium exploration licenses totalling
approximately 310,000 hectares; and
    
    a 25% interest in uranium exploration licenses totalling approximately 1.8 million
hectares in north eastern Mongolia.
  
    
    a 36% equity interest in Fortress, a Canadian company engaged in the exploration for
precious metals and base metals in Mongolia, Russia and Nicaragua;
    
    a 12% equity interest in Energy Metals Limited, an exploration company whose
securities are listed on the Australian Stock Exchange. Energy Metals Limited has
promising uranium exploration properties in both Western Australia and the Northern
Territory of Australia;
    
    as of the date of this AIF, 31.5% of Omega, an Australian company that owns the
Kariba uranium project in Zambia; and
    
    portfolio investments in junior uranium exploration companies.
 
 12




---



##### 



Marketing
 The Uranium Industry
   Uranium Supply and Demand
   HEU LEU Russian HEU Agreement HEU Feed
  13




---



##### 



Uranium Prices
   3 8
  GNSS
 14




---



##### 



3 8 3 8
 3 8 3 8
  Competition
  Marketing Uranium
       15




---



##### 



3 8 3 8
 The Vanadium Market
  2 5 AMV VPL flake black
flake tech flake V 2 O 5 2 5
  2 5 2 5
 16




---



##### 



2 5
  Marketing Vanadium
 2 5
 
 Operations
 
 McClean Lake Mining and Processing Facilities
  OURD
 McClean Lake Mill
  3 8
 17




---



##### 



Mining
    3 8
 Operations
  18




---



##### 



2006
    
    2005
    
    2004
    
    2003
    
    2002Ore Milled (thousand tonnes)
    
    
    131
    
    
    
    177
    
    
    
    152
    
    
    
    132
    
    
    
    122Average Grade (% U3O8)
    
    
    0.68
    
    
    
    1.45
    
    
    
    1.86
    
    
    
    2.07
    
    
    
    2.29Production (thousand pounds U3O8)
    
    
    1,795
    
    
    
    5,490
    
    
    
    6,005
    
    
    
    6,028
    
    
    
    6,098
  Tailings Disposal
  Property
  Environmental Results
  Cigar Lake Toll Milling
  19




---



##### 



Mining Equipment Development Program (MED)
    
 White Mesa Mill
  3 8 2 5
 3 8
 Current
Condition and Operating Status
 3 8 FUSRAP 3 8
 20




---



##### 



Tailings
  UDEQ
  Refurbishment of Mill
  
 Alternate Feed Processing
 NRC
   21




---



##### 



Corps
   
 U.S. Mines
 Colorado
Plateau District
   Colorado Plateau District
 22




---



##### 



3 8 2 5 3 8
  BLM
 Operations
    23




---



##### 



Colorado Plateau
 
    24




---



##### 



Permitting
 CDRMS
   DMO EPP
  Henry Mountains Complex
    25




---



##### 



Permitting
 UDOGM
 Arizona Strip
   Arizona Strip
 
  26




---



##### 



Permitting
 USFS EIS
  
 Mineral Properties
  
 Summary of Reserves and Resources
  27




---



##### 



Mineral Reserve Estimates (1)
 Probable Reserves
    
    
    
    
    
    Company100% Basis
    
    
    
    
    

ShareTonnes
    
    Grade
    
    Pounds of U3O8
    
    Pounds of U3O8Deposit
    
    (,000)
    
    % U3O8
    
    (,000)
    
    (,000)McClean  Ore Stockpile
    
    
    215.1
    
    
    
    0.35
    
    
    
    1,688
    
    
    
    380McClean  Sue E (2)
    
    
    489.9
    
    
    
    0.88
    
    
    
    9,502
    
    
    
    2,138Midwest (3) (4)
    
    
    345.5
    
    
    
    5.47
    
    
    
    41,664
    
    
    
    10,487Total Reserves
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,005
 Notes:(1)
    
    A U3O8 price of US$23.20 per pound was used in the evaluation of project
economics for the purpose of determining mineral reserves.(2)
    
    The historic and proposed mining cut-off grade for the McClean open pits is at 0.10%
U3O8..(3)
    
    The mining cut-off grade for the Midwest open pit is estimated at 0.30% U3O8.(4)
    
    The Companys share of probable reserves at Midwest also contains 4.37% Nickel (8,378,000
pounds) and 0.33% Cobalt (633,000 pounds.). Mineral Indicated Resource Estimates (1)
 Indicated Resources(2)
    
    
    
    Company100% Basis
    
    
    

ShareTonnes
    
    Grade
    
    Pounds of U3O8
    
    Pounds of U3O8Deposit
    
    (,000)
    
    % U3O8
    
    (,000)
    
    (,000)McClean  Sue B
    
    
    72.9
    
    
    
    0.73
    
    
    
    1,174
    
    
    
    264McClean  Caribou
    
    
    39.5
    
    
    
    3.13
    
    
    
    2,724
    
    
    
    613McCleanSue D
    
    
    122.8
    
    
    
    1.05
    
    
    
    2,840
    
    
    
    639McClean North
    
    
    186.1
    
    
    
    2.80
    
    
    
    11,480
    
    
    
    2,583Henry Mountains  Bullfrog
    
    
    961.6
    
    
    
    0.32
    
    
    
    6,866
    
    
    
    6,866Mongolia
 Hairhan
    
    
    4,726.0
    
    
    
    0.08
    
    
    
    7,891
    
    
    
    5,524Total Indicated Resources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,492
 Mineral Inferred Resource Estimates (1)
 Inferred Resources(3)
    
    
    
    
    
    Company100% Basis
    
    
    
    
    

ShareTonnes
    
    Grade
    
    Pounds of U3O8
    
    Pounds of U3O8Deposit
    
    (,000)
    
    % U3O8
    
    (,000)
    
    (,000)McClean  Sue B
    
    
    12.0
    
    
    
    0.95
    
    
    
    252
    
    
    
    57McClean  Sue E (4)
    
    
    780.3
    
    
    
    0.69
    
    
    
    11,783
    
    
    
    2,651McClean Sue D
    
    
    24.2
    
    
    
    0.39
    
    
    
    209
    
    
    
    47McClean North
    
    
    3.2
    
    
    
    0.74
    
    
    
    50
    
    
    
    11Henry
Mountains  Bullfrog
    
    
    798.3
    
    
    
    0.35
    
    
    
    6,046
    
    
    
    6,046Arizona Strip
    
    
    217.7
    
    
    
    0.70
    
    
    
    3,352
    
    
    
    3,352Mongolia  Hairhan
    
    
    1,848.0
    
    
    
    0.09
    
    
    
    3,484
    
    
    
    2,439Total Inferred Resources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,603
 Notes:(1)
    
    Mineral resources that are not mineral reserves do not have demonstrated economic viability.(2)
    
    The indicated resources were estimated at various block cut-off grades and 0.1%
U3O8 was selected as most reasonable for the McClean deposits, 0.35% for
the Caribou deposit, 0.2% eU3O8 with a 0.8 feet % GT for Henry Mountains
and a 0.02% U (0.024% U3O8) with a minimum thickness of 1.0 metre for
Mongolia.(3)
    
    The inferred resources were estimated at various block cut-off grades and 0.1%
U3O8 was selected as most reasonable for the McClean deposits, 0.2%
eU3O8 with an 0.8 feet % GT for Henry Mountains, 0.2%
eU3O8 for the Arizona Strip and a 0.02% U (0.024%
U3O8) with a minimum thickness of 1.0 metre for Mongolia.(4)
    
    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 million pounds that
Scott Wilson RPA has estimated. As at December 31, 2006, Scott Wilson RPA has not
re-estimated the resource using the new drill information. 28




---



##### 



Reports
  Reconciliation of Denisons Share of Uranium Reserves
(in thousands of pounds U 3 O 8 )
 December 31,
    
    2006
    
    2006 Additions
    
    December 31,Reserves
    
    2005
    
    Throughput(1)
    
    (Deletions)(2)
    
    2006McClean  Ore Stockpile
    
    
    411
    
    
    
    (443
    )
    
    
    412
    
    
    
    380McClean  Sue A, Sue E
    
    
    2,745
    
    
    
    0
    
    
    
    (607
    )
    
    
    2,138McClean North
    
    
    1,198
    
    
    
    0
    
    
    
    (1,198
    )
    
    
    0Midwest
    
    
    10,487
    
    
    
    0
    
    
    
    0
    
    
    
    10,487Total Reserves
    
    
    14,841
    
    
    
    (443
    )
    
    
    (1,393
    )
    
    
    13,005
 
 (1)
    
    Corresponds to mill feed. The difference between the 2006 mill feed and
Denisons share of pounds of U3O8 produced is due to mill recovery and
changes of in circuit inventory.(2)
    
    Additions or deletions of reserves include ore mined to stockpile, reassessment of
geological data, results of information provided from mining and milling and reclassification
of reserves or resources. 29




---



##### 



Reconciliation of Denisons Share of Uranium Resources
(in thousands of pounds U 3 O 8 )
 December 31,
    
    2006
    
    2006 Additions
    
    December 31,Resources
    
    2005
    
    Throughput
    
    (Deletions)(1)
    
    2006McClean
 Sue Bindicated
    
    
    264
    
    
    
    0
    
    
    
    0
    
    
    
    264inferred
    
    
    57
    
    
    
    0
    
    
    
    0
    
    
    
    57McClean  Caribouindicated
    
    
    613
    
    
    
    0
    
    
    
    0
    
    
    
    613inferred
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0McClean
 Sue Eindicated
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0inferred
    
    
    2,651
    
    
    
    0
    
    
    
    0
    
    
    
    2,651McClean  Sue Dindicated
    
    
    0
    
    
    
    0
    
    
    
    639
    
    
    
    639inferred
    
    
    0
    
    
    
    0
    
    
    
    47
    
    
    
    47McClean Northindicated
    
    
    0
    
    
    
    0
    
    
    
    2,583
    
    
    
    2,583inferred
    
    
    0
    
    
    
    0
    
    
    
    11
    
    
    
    11Henry Mountains  Bullfrogindicated
    
    
    0
    
    
    
    0
    
    
    
    6,866
    
    
    
    6,866inferred
    
    
    0
    
    
    
    0
    
    
    
    6,046
    
    
    
    6,046Mongolia  Hairhanindicated
    
    
    0
    
    
    
    0
    
    
    
    5,524
    
    
    
    5,524inferred
    
    
    0
    
    
    
    0
    
    
    
    2,439
    
    
    
    2,439Arizona Stripindicated
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0inferred
    
    
    0
    
    
    
    0
    
    
    
    3,352
    
    
    
    3,352
 
 (1)
    
    Additions or deletions of resources include reassessment of geological data and
reclassification of reserves or resources. Historical Resources
   Tony M Historical Mineral Resources (1)
 Tons Ore
    
    Grade(2)
    
    Pounds eU3O8Category
    
    (000s)
    
    (% eU3O8)
    
    (000s)Indicated Resource
    
    
    1,280
    
    
    
    0.21
    
    
    
    5,300
 Notes:
    
    
    (1
    )
    
    The mineral resource estimate does not comply with the requirements
of NI 43-101. In the opinion of Scott Wilson RPA, the Tony M historical
mineral resource is the most reasonable and reliable of several historical
estimates, and the classification complies with CIM definition standards.(2
    )
    
    The cut-off grade is 0.15% eU3O8.
The term eU3O8 refers to equivalent
U3O8 grade derived by gamma logging of drill
holes.
 30




---



##### 



Haraat Historical Mineral Resources
 Tonnes Ore
    
    Grade
    
    Pounds eU3O8Category
    
    (thousands)
    
    (% U)
    
    (thousands)Inferred Resources
    
    
    10,600
    
    
    
    0.027
    
    
    
    6,398
 
 McClean Lake
  Property Description and Location
    3 8
  31




---



##### 



Accessibility, Climate, Infrastructure and Physiography
       History
 CanadianOxy Inco
   32




---



##### 



Geological Setting
  Mineralization
        33




---



##### 



Drilling
      Sampling and Analysis
  3 8
   3 8 3 8
 Security of Samples
  34




---



##### 



Mineral Reserve and Mineral Resource Estimates
 3 8
 , McClean Technical Report  .
 3 8 3 8
    35




---



##### 



3 3 8 3 8 3 8
 Sue D Report 
 3 8
 Sue D Mineral Resources (1)
 100% Basis
    
    
    
    
    
    Company ShareTonnes
    
    Grade
    
    Pounds of U3O8
    
    Pounds of U3O8Category
    
    (000s)
    
    (% U3O8)
    
    (000s)
    
    (000s)Indicated
    
    
    122.8
    
    
    
    1.05
    
    
    
    2,840
    
    
    
    639Inferred
    
    
    24.2
    
    
    
    0.39
    
    
    
    209
    
    
    
    47
 Notes:(1)
    
    The resources were estimated at various cut-off grades and 0.1% U3O8 was
selected as most reasonable for Sue D.  3 8 McClean
North Technical Report 
 3 8
 36




---



##### 



McClean North Mineral Resources (1)
 100% Basis
    
    
    
    
    
    Company ShareTonnes
    
    Grade
    
    Pounds of U3O8
    
    Pounds of U3O8Category
    
    (000s)
    
    (% U3O8)
    
    (000s)
    
    (000s)Indicated
    
    
    186.1
    
    
    
    2.80
    
    
    
    11,480
    
    
    
    2,583Inferred
    
    
    3.2
    
    
    
    0.74
    
    
    
    50
    
    
    
    11
 Notes:(1)
    
    The resources were estimated at various cut-off grades and 0.1% U3O8 was
selected as most reasonable for McClean North. 
 Midwest
  Property Description and Location
      37




---



##### 



Accessibility, Climate, Infrastructure and Physiography
       History
 Esso Resources
  3 8
  38




---



##### 



Geological Setting
  Exploration
   Mineralization
 3 8
 39




---



##### 



Drilling
   Sampling and Analysis
  Security of Samples
 3 8
 Mineral Reserve and Mineral Resource Estimates
  Midwest Technical Report
 40




---



##### 



3 8 3 8 3 8
 Midwest Probable Mineral Reserves (1)
 100% Basis
    
    
    
    Company ShareTonnes
    
    Grade
    
    Pounds of U3O8
    
    Pounds of U3O8Category
    
    (000s)
    
    (% U3O8)
    
    (000s)
    
    (000s)Probable(2)(3)
    
    
    345.5
    
    
    
    5.47
    
    
    
    41,664
    
    
    
    10,487
 Notes:(1)
    
    A U3O8 price of $23.20 per pound was used in the evaluation of project
economics for the purpose of determining mineral reserves.(2)
    
    The mining cut-off grade for the Midwest open pit is estimated at 0.3%
U3O8.(3)
    
    The probable reserves also contains 4.37% nickel (Company share of 8,378,000 lbs) and 0.33%
cobalt (Company share of 633,000 lbs). Operations
  Other Midwest Information
    
 Henry Mountains Complex
  41




---



##### 



 Henry Mountains Technical Report
 
 Property Description and Location
  Federal Claims Utah State Mineral Lease
  Accessibility, Climate, Local Resources, Infrastructure and Physiography
  42




---



##### 



History
 Exxon Plateau
   Bullfrog Property
     Tony M Property
  43




---



##### 



3 8
   Tony M Historical Mineral Resource Estimate (1)
 Grade eU3O8(2)
    
    Contained eU3O8Category
    
    Million Tons
    
    (%)
    
    (Million Pounds)Indicated Resource
    
    
    1.28
    
    
    
    0.21
    
    
    
    5.3
 Notes:
    
    
    (1
    )
    
    The mineral resource estimate does not comply with the requirements of
NI 43-101. In the opinion of Scott Wilson RPA, the Tony M historical mineral
resource is the most reasonable and reliable of several historical estimates,
and the classification complies with CIM definition standards.(2
    )
    
    The cut-off grade is 0.15% eU3O8.
The term eU3O8 refers to equivalent
U3O8 grade derived by gamma logging of drill
holes.
  Geological Setting
    44




---



##### 



Exploration
    Mineralization
    Drilling
 Bullfrog Property
    45




---



##### 



Tony M Property
   Sampling and Analysis
 Bullfrog Property
  3 8
  3 8 GT
 Tony M Property
 3 8 3 8
  Status of Chemical Equilibrium of Uranium
 Bullfrog Property 3 8 3 8
 Tony M Property
  46




---



##### 



3 8 3 8
 3 8 3 8
 Data Verification
 3 8
 Security of Samples
  Mineral Resource Estimation
 
   3 8 3 8
 47




---



##### 



BULLFROG MINERAL RESOURCE ESTIMATES (1)
 Grade eU3O8(2)
    
    Contained eU3O8Category
    
    Million Tons
    
    (%)
    
    (Million Pounds)Indicated Resource
    
    
    1.06
    
    
    
    0.32
    
    
    
    6.87Inferred Resource
    
    
    0.88
    
    
    
    0.35
    
    
    
    6.05
 Notes:(1)
    
    The Bullfrog mineral resource estimate complies with the
requirements of NI 43-101 and the classification complies with CIM
definition standards.(2)
    
    The term eU3O8 refers to equivalent
U3O8 grade derived by gamma logging of drill holes.(3)
    
    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 ft-% 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
 
 Arizona Strip
  Arizona Strip Report
  Property Description and Location
  48




---



##### 



Accessibility, Local Resources, Physiography and Infrastructure
    3 8
  History
 3 8
  3 8
 49




---



##### 



3 8 3 8
   3 8 3 8
 3 8 3 8
  Geological Setting
    3 8 3 8
 50




---



##### 



Deposit Types
     51




---



##### 



Exploration
  Mineralization
 2
  3 8 3 8 3 8
 3 8 3 8
 Drilling
    52




---



##### 



Sampling Method and Approach
   Sample
Preparation, Analyses and Protocols
  3 8
 Security of Samples
  Data Verification
  Mineral Resource and Mineral Reserve Estimates
 3 8 3 8 3 8
 53




---



##### 



INFERRED MINERAL RESOURCE ESTIMATES (1)
 Grade eU3O8(2)
    
    Contained eU3O8Tons
    
    (%)
    
    (Pounds)Arizona 1
    
    
    70,300
    
    
    
    0.68
    
    
    
    956,000Canyon
    
    
    70,500
    
    
    
    1.08
    
    
    
    1,523,000Pinenut
    
    
    99,200
    
    
    
    0.44
    
    
    
    873,000
 Notes:1.
    
    CIM Definitions were followed for mineral resources.2.
    
    Interval grades were converted from the gamma log data and are therefore
equivalent U3O8 (eU3O8)3.
    
    Grade-shell wireframes at 0.2% eU3O8 were used to
constrain the grade interpolation. All material within the wireframes is included in
the estimate.4.
    
    eU3O8 values were interpolated by kriging.5.
    
    Wireframes were constructed with a minimum drill hole sample length of 6 ft.6.
    
    High eU3O8 grades were cut to 6% at Arizona 1, 10% at
Canyon, and 8% at Pinenut.7.
    
    Blocks are 5 ft. by 5 ft. by 5 ft.8.
    
    Gemcom Software International Inc. Resource Evaluation Edition Version GEMS
6.02 was used. Cut-off Grade
 3 8 3 8
 Recent Acquisition
 Pathfinder 3 8 3 8
  3 8
  54




---



##### 



Historical Resource Estimate
 Lbs U3O8Deposit
    
    Tons
    
    % U3O8
    
    (Millions)EZ1
    
    
    106,250
    
    
    
    0.66
    %
    
    
    1.4EZ2
    
    
    216,480
    
    
    
    0.44
    %
    
    
    1.9DB1
    
    
    103,550
    
    
    
    0.44
    %
    
    
    0.9WHAT
    
    
    89,800
    
    
    
    0.25
    %
    
    
    0.4Moonshine Springs
    
    
    775,000
    
    
    
    0.16
    %
    
    
    2.5
  
 Colorado Plateau
  Mineral Deposit Estimates
 Mineral Tons
    
    
    
    
    
    Pounds U3O8
    
    
    
    
    
    Pounds V2O5(millions)
    
    % U3O8
    
    (millions)
    
    %V2O5
    
    (millions)Colorado Plateau
    
    
    1,335,600
    
    
    
    0.21
    
    
    
    5.6
    
    
    
    1.23
    
    
    
    32.9
  3 8 3 8 3 8 3 8 3 8 3 8
 55




---



##### 



Gurvan Saihan Joint Venture
 Mongolia Technical Report
 1997 Mineral Law of Mongolia Gurvan Saihan Joint Venture GSJV
 Property
Description and Location
  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.
 56




---



##### 



-
    
    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.-
    
    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 venture 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.-
    
    After the initial funding of the first US$4 million (subsequently changed to US$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.-
    
    If a participant fails to fund its share of expenditures, such participant will be
suspended from participating in the business and management of the venture, 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 venture an amount equal
to 150% of contributions made on behalf of the non-funding participant.-
    
    Specific tax provisions for the GSJV are defined.-
    
    Participants cannot assign their interest to another party without the written consent
of the other participants.-
    
    The Government of Mongolia acknowledges that its 15% interest in the GSJV is its entire
interest, and Mongolia will receive a production royalty of 4% and cannot 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.
 57




---



##### 



Accessibility,
Climate, Local Resources, Infrastructure and Physiography
    History
  ISR
    58




---



##### 



Haraat Historical Resource Mineral Estimate (1)
 Category
    
    Million Tonnes
    
    Grade %U(2)
    
    Tonnes U
    
    Million Pounds U3O8Inferred Resource
    
    
    10.60
    
    
    
    0.023
    
    
    
    2,461
    
    
    
    6.4
 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 CIM definition standards.(2
    )
    
    The cut-off grade is 0.01% U.
       59




---



##### 



Geological Setting
    Property Geology
    Drilling
  60




---



##### 



DRILLING BY PROPERTY AND YEAR
 Exploration Drilling (metres)Depression/Licence
    
    1994
    
    1996
    
    1997
    
    1998
    
    TotalsChoir
    
    
    8,439
    
    
    
    25,699
    
    
    
    18,816
    
    
    
    
    
    
    
    52,954Hairhan
    
    
    
    
    
    
    1,014
    
    
    
    32,426
    
    
    
    33,058
    
    
    
    66,498Gurvan Saihan
    
    
    
    
    
    
    3,495
    
    
    
    
    
    
    
    
    
    
    
    3,495Ulziit
    
    
    
    
    
    
    
    
    
    
    4,179
    
    
    
    16,900
    
    
    
    21,079Undurshil
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,360
    
    
    
    2,360Exploration Areas
(Ulziit)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672
    
    
    
    672Totals
    
    
    8,439
    
    
    
    30,208
    
    
    
    55,421
    
    
    
    52,990
    
    
    
    147,058
 DRILLING BY LOCATION AND TYPE
 Exploration Drilling (metres)Depression/Licence
    
    Rotary Non-Core
    
    Rotary Core
    
    Hydrology
    
    ISR Test Wells
    
    Water Wells
    
    TotalChoir
    
    
    45,453
    
    
    
    4,163
    
    
    
    1,368
    
    
    
    1,536
    
    
    
    434
    
    
    
    52,954Hairhan
    
    
    61,555
    
    
    
    2,531
    
    
    
    1,678
    
    
    
    605
    
    
    
    129
    
    
    
    66,498Gurvan Saihan
    
    
    3,362
    
    
    
    133
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,495Ulziit
    
    
    15,839
    
    
    
    5,096
    
    
    
    
    
    
    
    
    
    
    
    144
    
    
    
    21,079Undurshil
    
    
    1,650
    
    
    
    710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,360Exploration Areas
(Ulziit)
    
    
    497
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672Totals
    
    
    128,356
    
    
    
    12,808
    
    
    
    3,046
    
    
    
    2,141
    
    
    
    707
    
    
    
    147,058
   Sampling Method and Approach
   61




---



##### 



Sample Preparation, Analyses and Security
 CAL
 Data Verification
   Mineral Resource and Mineral Reserve Estimates
  Database
  ®
 Cut-off Grade
    
    
    0.02%UMinimum Thickness (TH)
    
    
    1 mGrade X Thickness (GT)
    
    
    0.02Waste Thickness
    
    
    2 m
  Resource Estimation
  62




---



##### 



Hairhan Mineral Resource Estimate
 Tonnes
    
    Grade
    
    
    
    
    
    lb U308Category
    
    (x 1,000)
    
    % U
    
    Tonnes U
    
    (x 1,000)Indicated
    
    
    4,726
    
    
    
    0.064
    
    
    
    3,036
    
    
    
    7,891Inferred
    
    
    1,848
    
    
    
    0.073
    
    
    
    1,341
    
    
    
    3,484
 Notes:
    
    
    (1
    )
    
    The cut-off grade is 0.02% U.(2
    )
    
    Minimum thickness of 1 m.(3
    )
    
    Density is 1.65 tonnes per cubic metre.
  
 Mineral Exploration
 
 General
    63




---



##### 



McClean Lake
  3 8 3 8
 
 Midwest
 3 8
 3 8 3 8
 64




---



##### 



3 8 3 8
   
 Moore Lake
  3 8 3 8 3 8, 3 8 3 8, 3 8 3 8 3 8 3 8 3 8
 3 8
 65




---



##### 



Wheeler River
   3 8
  3 8 3 8
  
 Wolly
  66




---



##### 



Park Creek
      
 Bell Lake Joint Venture
  67




---



##### 



Huard-Kirsch Lake
    
 Other Canadian Properties
    68




---



##### 



U.S. Properties
    69




---



##### 



Mongolia
 
    
 Quality Assurance and Quality Control Procedures and Protocols
 Athabasca Basin
 QA/QC
 GPS
  
    
    Regular geochemical samples of two types are collected at specific intervals down the
hole, generally at predetermined intervals in the 5.0 metre range:
 -
    
    Regular samples are taken for clay analysis by (PIMA) spectrometer.
The speciation of clays determined by this method helps to characterize proximity
to mineralized alteration zones at the unconformity. Less than 10 cms 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 cms are composited to make up this sample.
 70




---



##### 




    
    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.
    
    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 m 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 correlation of eU3O8 versus the true grade, as determined by
assay on split core, is generally assumed to be within 10%. 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 provincial
owned facility in Saskatoon.
    
    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 5 gallon pails for shipment to
the analytical lab.
   SRC
   71




---



##### 




    
    All data for U3O8 assaying is obtained under a QA/QC program that
involves sample processing and analysis as follows:
    
    Drill cores are received by the analytical laboratory from Denison in sealed 5-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.
    
    Samples are sorted by the analytical laboratory according to location (sandstone or
basement origin) radioactivity, and are dried and processed as follows:
    
    
    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
   72




---



##### 



3 8
 Core Sampling, Processing, and Assaying
      Quality Assurance and Quality Control Measures
  73




---



##### 



U.S.
  
 Manager of UPC
   74




---



##### 



3 8 6
    
 Urizon Joint Venture
 Urizon NFS USM Ore Program
  USM Ore
 DOE
  75




---



##### 



Denison Environmental Services
   
 Fortress Minerals Corp.
   
 Environmental and Safety Matters
 Policy
 76




---



##### 



Canada
 McClean Lake
  Reclamation
  Midwest Facility
 Reclamation
  Elliot Lake
 3 8 3 8
   JRG
 77




---



##### 



Fisheries Act
 Reclamation
  Denison Environmental Services
  Exploration
  
 U.S. Environmental Regulation
 White Mesa Mill
   UDEQ GWDP
 78




---



##### 



NOV
 Reclamation
  U.S. Mines
  Reclamation
  
 Mongolia
  
 Employees
   
 Government Regulation
 
 Canadian Uranium Industry
 Nuclear Safety and Control Act NSCA Atomic Energy Control Act
 79




---



##### 



U.S. Uranium Industry
 Atomic Energy Act of
1954 10 CFR
     
 Land Tenure
 Canada
 Mining Lease
 80




---



##### 



The Crown Minerals Act The Crown Minerals Act The Mineral Disposition Regulations
 Mineral Claim
 Surface
Lease
 United States
  
 Canadian Royalties
 Royalty Schedule
  81




---



##### 



Average Price
    
    Tiered Royalty as a %per Kilogram of U3O8* in Cdn $
    
    of Revenues within the BracketUp to $30
    
    0%$30 to $45
    
    6%$45 to $60
    
    10%More than $60
    
    15%
 
 *
    
    1999 bracket value to be indexed annually 
 Canadian Income and Other Taxes
   Income Tax Act
 
 U.S. Income and Other Taxes
   82




---



##### 



Risk Factors
  Volatility and Sensitivity to Prices and Costs
 3 8 2 5
   Competition from Other Energy Sources and Public Acceptance of Nuclear Energy
  Uranium Industry Competition and International Trade Restrictions
 6
 83




---



##### 



Deregulation of the Electrical Utility Industry
  Replacement of Reserves and Resources
   Imprecision of Reserve and Resource Estimates
  Decommissioning and Reclamation
  84




---



##### 



Technical Obsolescence
  Property Title Risk
   Production Estimates
   85




---



##### 



Mining and Insurance
    Dependence on Issuance of License Amendments and Renewals
  Nature of Exploration and Development
   86




---



##### 



Governmental Regulation and Policy Risks
    87




---



##### 



Mongolian Properties
  OmegaCorp
  Environmental Risks
    88




---



##### 



Credit Risk
   Currency Fluctuations
  Dependence on Key Personnel
  Internal Controls
  Conflicts of Interest
  Reliance on ARC as Operator
  Indemnities
  89




---



##### 



Description Of Securities
 
 Common Shares
   
 2004 Warrants
 2004 Warrant
   
 2006 Warrants
 2006 Warrant
 90




---



##### 



Dividend Policy
  
 Market for Securities
 Trading Price and Volume of the Common Shares
  Common SharesTrading VolumeMonth
    
    Cdn$ Price Range
    
    (000s)2006January
    
    
    6.42  7.35
    
    
    
    12,985February
    
    
    5.50  7.00
    
    
    
    8,200March
    
    
    5.92  7.20
    
    
    
    13,129April
    
    
    5.93  6.50
    
    
    
    8,257May
    
    
    4.65  6.67
    
    
    
    10,855June
    
    
    4.28  5.82
    
    
    
    14,125July
    
    
    5.54  6.33
    
    
    
    9,646August
    
    
    5.50  6.28
    
    
    
    8,871September
    
    
    5.31  6.69
    
    
    
    10,475October
    
    
    5.54  7.89
    
    
    
    14,375November
    
    
    7.01  10.17
    
    
    
    23,628December
    
    
    9.66  12.91
    
    
    
    29,201
  Trading Price and Volume of the 2004 Warrants and the 2006 Warrants
 
 91




---



##### 



2006 Warrants(1)
    
    2004 WarrantsCdn$ Price
    
    Trading Volume
    
    Cdn$ Price
    
    Trading VolumeMonth
    
    Range
    
    (000s)
    
    Range
    
    (000s)2006January
    
    
    
    
    
    
    
    
    
    
    5.98  8.10
    
    
    
    80February
    
    
    
    
    
    
    
    
    
    
    5.35  7.74
    
    
    
    124March
    
    
    2.01  3.20
    
    
    
    264
    
    
    
    5.05  6.50
    
    
    
    107April
    
    
    2.41  3.75
    
    
    
    431
    
    
    
    6.01  7.68
    
    
    
    67May
    
    
    2.55  3.59
    
    
    
    73
    
    
    
    5.00  7.20
    
    
    
    33June
    
    
    1.95  2.52
    
    
    
    35
    
    
    
    3.27  5.25
    
    
    
    181July
    
    
    2.19  2.52
    
    
    
    85
    
    
    
    4.25  5.15
    
    
    
    28August
    
    
    2.02  2.60
    
    
    
    431
    
    
    
    4.46  5.75
    
    
    
    141September
    
    
    2.50  3.50
    
    
    
    1,076
    
    
    
    5.35  6.75
    
    
    
    483October
    
    
    2.94  5.00
    
    
    
    398
    
    
    
    6.02  10.35
    
    
    
    403November
    
    
    4.75  9.50
    
    
    
    204
    
    
    
    7.79  16.00
    
    
    
    153December
    
    
    9.70  16.25
    
    
    
    166
    
    
    
    15.00  23.22
    
    
    
    124
  Notes:(1)
    
    On March 1, 2006 an aggregate of 2,225,000 2006 Warrants were issued by DMI. Trading
commenced on March 1, 2006. See Description of Securities  2006 Warrants. 92




---



##### 



Directors and Officers
 Directors
  Name and Province andCountry of Residence
    
    Principal Occupation and Employment for Past Five Years
    
    Director Since(1)Craig, John H.(3, 5)
Ontario, Canada
    
    Lawyer, Partner, Cassels Brock & Blackwell LLP.
    
    
    1997W. Robert Dengler(2, 4, 5)
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(3)
British Columbia, Canada
    
    Director of Rand Edgar Investment Corp.
    
    
    2005E. Peter Farmer (2)
Ontario, Canada
    
    Chief Executive Officer of the Company, commencing in
2006; prior: President and Chief Executive Officer and
Director of DMI from 2003-2006; President and Chief
Executive Officer and Director of Denison Energy from
2002-2004.
    
    
    2006Ron F. Hochstein(5)
British Columbia, Canada
    
    President and Chief Operating Officer of the Company,
commencing 2006; President and Chief Executive Officer
and Director of Fortress Minerals Corp., commencing
2005 to present; prior: President and Chief Executive
Officer and Director of the Company.
    
    
    2000Paul F. Little(2, 4, 6)
    
    Corporate Director and Financial Consultant; prior:Ontario, Canada
    
    Chairman of the Board of DMI from 2004-2006.
    
    
    2006Lukas H. Lundin(4)
British Columbia, Canada
    
    Chairman of the Board of the Company; Mining Executive
    
    
    1997William A. Rand(6)
British Columbia, Canada
    
    Director of Rand Edgar Investment Corp.
    
    1997Roy J. Romanow P.C.,
O.C., Q.C.(2, 3)
Saskatchewan, Canada
    
    Senior Fellow, Department of Political Studies,
University of Saskatchewan.
    
    
    2006Catherine J. G.
Stefan(2, 6, 7)
Ontario, Canada
    
    Managing Partner of Tivona Capital Corporation.
    
    
    2006
 Notes:(1)
    
    The term of office of each of the directors of Denison will expire at the Annual
Meeting of the shareholders to be held on April 18, 2007.(2)
    
    Prior to December 1, 2006, this director was a member of the Board of Directors of DMI.(3)
    
    Member, Corporate Governance and Nominating Committee(4)
    
    Member, Compensation Committee(5)
    
    Member, Environment, Health and Safety Committee(6)
    
    Member, Audit Committee(7)
    
    Chair, Audit Committee 93




---



##### 



Executive Officers
 (1)
 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;
Managing Director of Excel Energy Group Inc. from 2003
- 2004.Donald C. Campbell
    
    Vice President, Commercial, commencing in 2006; prior:Ontario, Canada
    
    Vice President, Marketing and Special Project of DMI
from 2004  2006 and of Denison Energy and its
predecessor from 1993  2004.David
C. Frydenlund
Colorado, U.S.A.
    
    Vice-President, U.S. Legal and Regulatory Affairs,
commencing 2006; prior: Vice-President and General
Counsel and Corporate Secretary of the Company from
1997  2006; Chief Financial Officer and Treasurer of
the Company from 2000  2005; Director of the Company
from 1997  2006.Harold
R. Roberts
Colorado, U.S.A.
    
    Executive Vice President, US Operations, commencing
2006; prior: Vice President, Corporate Development of
International Uranium (USA) Corporation (IUSA) from
2005  2006; Consultant to the Company 2003  2004;
Vice President, Corporate Development of IUSA from 2001
- 2003.Mark
A. Katsumata
British Columbia, Canada
    
    Vice President, Finance, commencing 2006; Chief Financial Officer of
Fortress Minerals Corp., commencing 2005 to present; prior: Vice President
and Chief Financial Officer of the Company from 2005  2006; Chief
Financial Officer of Manex Services Ltd. from February 2004  2005; Chief
Financial Officer & Controller of Leisure Canada Inc. from 2001  2004.William
C. Kerr
Ontario, Canada
    
    Vice-President, Exploration and Development, commencing
2006; prior: Vice-President Exploration and Development
for DMI in 2006; Director, Resources for DMI from 2004
- 2006; Director, Resource Evaluation for Denison
Energy and its predecessor from 1997  2003.William
Shaver
Ontario, Canada
    
    Executive Vice President, Mining and Canadian
Operations, commencing 2006; prior: Executive
Vice-President, Mining and Canadian Operations of DMI
in 2006; President, Shaver Engineering Limited from
2004  2006; Senior Vice-President, Dynatec Corporation
from 1980  2004.
 Notes:(1)
    
    Messrs. Farmer and Hochstein are discussed under Directors.  Cease Trade Orders, Bankruptcies, Penalties or Sanctions
  94




---



##### 



(a)
    
    is or has, within the previous ten year period, been a director or officer of any
company, that, while the person was acting in that capacity:
 (i)
    
    was the subject of a cease trade or similar order or an order that
denied the relevant company access to any exemptions under applicable securities
legislation for a period of more than 30 consecutive days;(ii)
    
    was subject to an event that resulted, after the director or executive
officer ceased to be a director or officer, in the company being the subject of a
cease trade or similar order or an order that denied the relevant company access to
any exemptions under applicable securities legislation for a period of more than 30
consecutive days; or(iii)
    
    within a year of that person ceasing to act in that capacity, 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; or
 (b)
    
    has, within the previous ten year period, become 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 manger or
trustee appointed to hold its assets.
  Conflicts of Interest
     95




---



##### 



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, MD&A 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, other than
disclosure described in the previous paragraph.
 Audit Committee Mandate/Terms of Reference
 Mandate
 Composition of the Audit Committee
 Audit Committees MI 52-110 Circular
 96




---



##### 



Financially
    
    
    
    Education & experience relevant toMember Name
    
    Independent(1)
    
    Literate(2)
    
    
    
    performance of audit committee dutiesPaul F. Little
    
    Yes
    
    Yes
    
    
    
    Chartered Accountant (ICAO)
    
    M.B.A. (Finance)
    
    Held position of Chief
Financial Officer of one public
company and two private companies.Catherine
J.G. Stefan, 
Chair of the Audit 
Committee
    
    Yes
    
    Yes
    
    
    
    Chartered Accountant (ICAO)
    
    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).William R. Rand
    
    Yes
    
    Yes
    
    
    
    B.Comm (Accounting)
    
    Law degree, with extensive
corporate finance experience
    
    Has served on audit
committees of a number of public
companies
 
 (1)
    
    To be considered independent, a member of the Committee must not have any direct or
indirect material relationship with the Company. A material relationship is a
relationship which could, in the view of the Board of Directors of the Company, reasonably
interfere with the exercise of a members independent judgment.(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. Reliance on Certain Exemptions
  Audit Committee Oversight
  Pre-Approval Policies and Procedures
  External Auditor Service Fees (By Category)
  97




---



##### 



Financial Year
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    Fees(2)
    
    Tax Fees(3)
    
    All Other Fees(4)September 30, 2005
    
    $
    68,805
    
    
    $
    17,202
    
    
    $
    28,891
    
    
    NilDecember 31, 2006
    
    $
    79,075
    
    
    $
    93,821
    
    
    $
    33,183
    
    
    $
    37,504
 Notes:(1)
    
    The aggregate fees billed for audit services. Corresponding amounts for DMI are as
follows: (i) for 2006, $65,894; and (ii) for 2005, $50,000.(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. Corresponding amounts for DMI are as follows: (i)
for 2006, $49,334 and (ii) for 2005, $17,467.(3)
    
    The aggregate fees billed for tax compliance, tax advice, and tax planning services.
Corresponding amounts for DMI are as follows: (i) for 2006, $32,717 and (ii) for 2005,
$9,470.(4)
    
    The aggregate fees billed for professional services other than those listed in the
other three columns. For 2006, the amount was billed on account of services relating to the
Denison Arrangement. Corresponding amounts for DMI are as follows: (i) for 2006, $111,640 and
(ii) for 2005, $4,126. DMI amounts in 2006 were billed on account of services relating to
DMIs public offering completed in March 2006, as to $87,830, and on account of services
relating to the Denison Arrangement, as to $23,810. 
 Other Board Committees
  
 Legal Proceedings
  Blue Hill, Maine
 Kerramerican Black Hawk DML
  98




---



##### 



Fisheries Act Charges
 Fisheries Act
 
 Interest Of Management And Others In Material Transactions
  
 Registrar And Transfer Agent
  
 Material Contracts
   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.
 99




---



##### 



According to the Reclamation Funding Agreement, the Company is required to maintain funds in
an Environmental Trust sufficient for the succeeding 6 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.
    
    Acquisition Agreement among Fortress and IUC and International Uranium (Bermuda) I Ltd.
dated March 1, 2004.Pursuant to this agreement, Fortress agreed to acquire from International Uranium (Bermuda)
I all of the outstanding shares of International Uranium (Bermuda) II Ltd., which owned all
of the share capital of Shiveen Gol XXK and Mongol Resources Exploration XXK, in
consideration for the issuance of 28,000,000 common shares of Fortress.4.
    
    Bid Implementation Agreement dated December 5, 2006 between the Company and Omega.Pursuant to the Bid Implementation Agreement, Denison agreed to make an offer to acquire any
or all of the outstanding shares of Omega at a price of AU$1.10 per share. This offer was
subsequently increased to AU$1.15 pursuant to the agreement.
 
 Names And Interests Of Experts
   100




---



##### 



Additional Information
   
 scolman@denisonmines.com
 101




---



##### 



Exhibit 1  Organizational Structure




---



##### 



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;




---



##### 



(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
    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;(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;




---



##### 



(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.




---



##### 



(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.




---



##### 



Schedule B
 
 Glossary of Technical Terms
  Indicated Mineral Resource
  Inferred Mineral Resource
  Measured Mineral Resource
  Mineral Reserve
  Mineral Resource
  Preliminary Feasibility Study




---



##### 



Probable Mineral Reserve
  Proven Mineral Reserve
  Spot market
  Spot market price
  U 3 O 8
 3 8.