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DENISON MINES CORP.
CODE OF ETHICS FOR DIRECTORS, OFFICERS AND EMPLOYEES
 1. Introduction
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    Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
    
    Full, fair, accurate, timely and understandable disclosure in reports and documents
that Denison files with, or submits to, applicable securities regulators and in other
public communications made by Denison;
    
    Compliance with applicable governmental laws, rules and regulations;
    
    The prompt internal reporting to an appropriate person or persons of violations of this
Code; and
    
    Accountability for adherence to this Code.
   2. Compliance with Laws, Rules, and Regulations
  3. Conflicts of Interest




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2  
    
    Has a material personal interest in a transaction or agreement involving Denison;
    
    Accepts a gift, service, payment or other benefit (other than a nominal gift) from a
competitor, supplier, or customer of Denison, or any entity or organization with which
Denison does business or seeks or expects to do business;
    
    Lends to, borrows from, or has a material interest in a competitor, supplier, or
customer of Denison, or any entity or organization with which Denison does business or
seeks or expects to do business (other than routine investments in publicly traded
companies);
    
    Knowingly competes with Denison or diverts a business opportunity from Denison;
    
    Serves as an officer, director, employee, consultant, or in any management capacity, in
an entity or organization with which Denison does business or seeks or expects to do
business (other than routine business involving immaterial amounts, in which the director,
officer or employee has no decision-making or other role);
    
    Knowingly acquires, or seeks to acquire an interest in property (such as real estate,
patent rights, securities, or other properties) where Denison has, or might have, an
interest;
    
    Has a material interest in an entity or organization with which Denison does business
or seeks or expects to do business; or
    
    Participates in a venture in which Denison has expressed an interest.
  4. Insider Trading
  5. Protection and Proper Use of Corporate Assets and Opportunities
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    Using Denison assets for other business or personal endeavors; or
    
    Obtaining or seeking to obtain any personal benefit from the use or disclosure of
information that is confidential or proprietary to Denison, or from the use or disclosure
of confidential or proprietary information about another entity acquired as a result of or
in the course of his or her employment with Denison.
 6. Confidentiality of Corporate Information




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3  7. Fair Dealing With Denisons Security Holders, Customers, Suppliers, Competitors and Employees
  8. Quality of Public Disclosure
   9. Health and Safety
  10. Respect for Our Employees
  11. Abusive or Harassing Conduct Prohibited




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4  12. Privacy
  13. Compliance with This Code and Reporting of Any Illegal or Unethical Behavior
   14. Waivers and Amendments
  15. Affirmation by Directors and Officers
  At the time of each annual meeting of shareholders, the directors and officers of Denison will
affirm their compliance with this Code in writing.