##### 



Exhibit 99.1
 
 ANNUAL INFORMATION FORM
OF
DENISON MINES CORP.
 FOR THE 12-MONTH
PERIOD ENDED DECEMBER 31, 2007
 MARCH
28, 2008




---



##### 



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
    
    
    2General Development of the BusinessThree-Year Highlights
    
    
    4signficant Acquisitions
    
    
    9Denisons BusinessOverview
    
    
    9Marketing
    
    
    11OperationsMcClean Lake Mining and Processing
Facilities
    
    
    15Mining Equipment Development
Program
    
    
    17Midwest Project
Development
    
    
    18White Mesa Mill
    
    
    19Alternate Feed Processing
    
    
    21U.S. Mines
    
    
    22Mineral PropertiesSummary of Reserves and
Resources
    
    
    29McClean Lake
    
    
    33Midwest
    
    
    38Henry Mountains Complex
    
    
    44Arizona Strip
    
    
    50Colorado Plateau
    
    
    57Gurvan Saihan Joint Venture
    
    
    58Mutanga Project
    
    
    65Mineral ExplorationGeneral
    
    
    67McClean Lake
    
    
    68Midwest
    
    
    68Moore Lake
    
    
    69Wheeler River
    
    
    69Wolly
    
    
    69Park Creek
    
    
    70Bell Lake Joint Venture
    
    
    70Huard-Kirsch
    
    
    70Other Canadian Properties
    
    
    71U.S. Properties
    
    
    72Mongolia
    
    
    72Mutanga
    
    
    73Quality Assurance and Quality Control
Procedures and Protocols
    
    
    73Manager of UPC
    
    
    79Urizon Joint Venture
    
    
    79Denison Environmental Services
    
    
    80Environmental and Safety Matters
Canada
    
    
    81U.S. Environmental Regulation
    
    
    82Mongolia
    
    
    83Zambia
    
    
    84Employees
    
    
    84Government Regulation
Canadian Uranium Industry
    
    
    84U.S. Uranium Industry
    
    
    84Land Tenure
    
    
    85Canadian Royalties
    
    
    86Canadian Income and Other Taxes
    
    
    86U.S. Income and Other Taxes
    
    
    86Risk Factors
    
    
    87Description of SecuritiesCommon Shares
    
    
    942004 Warrants
    
    
    952006 Warrants
    
    
    95Dividend Policy
    
    
    95Market For Securities
    
    
    95Directors and Officers
    
    
    96Standing Committeesthe Audit Committee
    
    
    99Other Board committees
    
    
    101Legal Proceedings
    
    
    101Interest of Management and Others in Material Transactions
    
    
    102Registrar and Transfer Agent
    
    
    102Material Contracts
    
    
    102Names and Interests of Experts
    
    
    103Additional Information
    
    
    104Exhibit 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.
   Incorporation And Subsidiaries
 
 Incorporation
 Ontario Business Corporations Act OBCA IUC
 DMI Denison Arrangement IUC Subco
 2




---



##### 



Common Shares TSX AMEX
  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;
    
    the Henry Mountains uranium complex in southern Utah and other exploration properties
through Denison Henry Mountains LLC; and
    
    miscellaneous properties through Denison Properties LLC.
   Omega
  3




---



##### 



ARC AREVA
 MUL
   General Development Of The Business
 
 Three-Year Highlights
 2005
  CNSC
   4




---



##### 



UPC
  Santoy
 Scott Wilson RPA Standards of Disclosure for Mineral Projects NI 43-101 3 8
 JNR
   Abaddon
   5




---



##### 



Cameco
 DES
  2006
 3 8
 .
 3 8 3 8
 3 8
   6




---



##### 



3 8 3 8 3 8 3 8 CIM
   2007
  Pathfinder 3 8 3 8
 3 8 3 8
  7




---



##### 



3 8 3 8 3 8 3 8
 3 8 3 8 3 8 3 8
   3 8 3 8
   OURD
 2008  Recent Developments
 Geostat
 8




---



##### 



3 8 3 8 3 8 3 8
 Significant Acquisitions
   Denisons Business
 
 Overview
  EFN
   9




---



##### 




    
    the White Mesa mill, a 2,000 ton per day uranium and vanadium processing plant near
Blanding, Utah;
    
    the Arizona Strip uranium properties, in north central Arizona;
    
    the Colorado Plateau uranium/vanadium properties, straddling the south western
Colorado and Utah border;
    
    the Henry Mountains Complex uranium properties, in south central Utah; and
    
    various uranium alternate feed processing contracts and joint venture contracts.
  
    
    a 22.50% interest in the McClean Lake uranium processing 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 Midwest and the
Midwest A deposits;
    
    a 60% interest in the Wheeler River Project;
    
    a 6.5% interest in the Wolly project with an option to earn a further 16% interest
therein;
    
    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; and
    
    one exploration licence held by Denison Mines Mongolia XXK totalling 13,500
hectares.
  
    
    a 100% interest in the Mutanga uranium project which holds a 1,893 square kilometre
prospecting licence in the southern province of Zambia.
 10




---



##### 




    
    a 10% 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 and development properties in both Western Australia and
the Northern Territory of Australia; and
    
    portfolio investments in junior uranium exploration companies.
 Marketing
 The Uranium Industry
   Uranium Supply and Demand
 3 8 3 8 3 8
  HEU LEU
 11




---



##### 



Russian HEU Agreement 6 HEU
Feed
   Uranium Prices
   3 8
 3 8
 12




---



##### 



3 8
 3 8 3 8
  Competition
  Marketing Uranium
    13




---



##### 



The Vanadium Market
  2 5 2 5 2 5
  2 5 2 5 2 5 2 5
 14




---



##### 



Marketing Vanadium
 2 5
 Operations
 McClean Lake Mining and Processing Facilities
 TMF McClean Lake
mill
  McClean Lake Mill
  Mining
  15




---



##### 



th
  MED 3 8
 Operations
    2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Ore Milled (thousand tonnes)
    
    
    170
    
    
    
    131
    
    
    
    177
    
    
    
    152
    
    
    
    132Average Grade (% U3O8)
    
    
    0.53
    
    
    
    0.68
    
    
    
    1.45
    
    
    
    1.86
    
    
    
    2.07Production (thousand pounds U3O8)
    
    
    1,905
    
    
    
    1,795
    
    
    
    5,490
    
    
    
    6,005
    
    
    
    6,028
   16




---



##### 



Tailings Disposal
  Property
  Mill Licence
  Environmental
  Cigar Lake Toll Milling
   Mining Equipment Development Program
  17




---



##### 



Midwest Project Development
  
 
 
 Ore Deposits
  18




---



##### 



3 8
 Development
   3 8
    White Mesa Mill
  3 8 2 5
 3 8
 19




---



##### 



Current Condition and Operating Status
   2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Production (thousand pounds U3O8)
    
    
    254
    
    
    
    242
    
    
    
    
    
    
    
    
    
    
    
    
  Mill Licence
 DRC)
 Tailings Disposal
    Environmental
  20




---



##### 



Refurbishment of Mill
  Alternate Feed Processing
 NRC
  DOE
  21




---



##### 



U.S. Mines
 Colorado Plateau District
   Colorado Plateau District 3 8 2 5 3 8
  BLM
 Operations
  22




---



##### 



Colorado Plateau
 
    23




---



##### 



Tons
    
    % U3O8
    
    % V2O5Pandora
    
    
    32,348
    
    
    
    0.25
    %
    
    
    1.34
    %Sunday
    
    
    6,078
    
    
    
    0.17
    %
    
    
    0.92
    %West Sunday
    
    
    16,500
    
    
    
    0.17
    %
    
    
    0.92
    %Topaz
    
    
    7,753
    
    
    
    0.16
    %
    
    
    0.86
    %St. Jude
    
    
    4,766
    
    
    
    0.15
    %
    
    
    0.79
    %
  3 8 2 5
  Permitting
 CDRMS
   DMO
 24




---



##### 



EPP
  Henry Mountains Complex
     25




---



##### 



Operations
 Dynatec
 3 8 3 8
  Permitting
 UDOGM
 26




---



##### 



Arizona Strip
   27




---



##### 



Arizona Strip
 
    Operations
 Redpath
   28




---



##### 



Permitting
   USFS EIS
 Mineral Properties
  Summary of Reserves and Resources
  Mineral Reserve Estimates (1)
 Probable Reserves
    
    
    
    
    
    Company100% Basis
    
    
    
    
    
    ShareTonnes
    
    Grade
    
    Pounds of U3O8
    
    Pounds of U3O8Deposit
    
    (,000)
    
    % U3O8
    
    (,000)
    
    (,000)McClean  Ore Stockpile
    
    
    234.3
    
    
    
    0.41
    
    
    
    2,097
    
    
    
    472McClean  Sue E Ore(2)
    
    
    299.6
    
    
    
    1.07
    
    
    
    7,110
    
    
    
    1,600Midwest (3) (4)
    
    
    345.5
    
    
    
    5.47
    
    
    
    41,664
    
    
    
    10,487Total Reserves
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,559
 
 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. 29




---



##### 



(2)
    
    The historical and proposed mining cut-off grade for the McClean open pit is 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
    
    
    
    2,583Midwest A
    
    
    464.0
    
    
    
    0.57
    
    
    
    5,800
    
    
    
    1,460Henry Mountains  Bullfrog
    
    
    961.6
    
    
    
    0.32
    
    
    
    6,866
    
    
    
    6,866Mongolia  Hairhan
    
    
    4,726.0
    
    
    
    0.08
    
    
    
    7,891
    
    
    
    5,524Total Indicated Resources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,949
 Mineral Inferred Resource Estimates (1)
 Indicated 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
    
    
    
    11Midwest A
    
    
    9.2
    
    
    
    21.23
    
    
    
    4,300
    
    
    
    1,082Henry 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,685
 
 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%
U3O8for the Caribou deposit, 0.05% eU for Midwest A, 0.2%
eU3O8 with a 0.8 feet % GT (grade x thickness) 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, 0.05% eU
% for Midwest A, 0.2% eU3O8 with a 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, 2007, Scott Wilson RPA has not
re-estimated the resource using the new drill information. Reports
 30




---



##### 



Reconciliation of Denisons Share of Uranium Reserves
(in thousands of pounds U 3 O 8 )
 December 31,
    
    2007
    
    2007 Additions
    
    December 31,Reserves
    
    2006
    
    Throughput(1)
    
    (Deletions)(2)
    
    2007McClean  Ore Stockpile
    
    
    380
    
    
    
    (450
    )
    
    
    542
    
    
    
    472McClean  Sue E
    
    
    2,138
    
    
    
    0
    
    
    
    (538
    )
    
    
    1,600Midwest
    
    
    10,487
    
    
    
    0
    
    
    
    0
    
    
    
    10,487Total Reserves
    
    
    13,005
    
    
    
    (450
    )
    
    
    4
    
    
    
    12,559
 
 Notes:(1)
    
    Corresponds to mill feed. The difference between the 2007 mill feed and Denisons
share of pounds of U3O8 produced is due to mill recovery and changes of
in-process circuit inventory.(2)
    
    Additions or deletions of reserves include ore mined to stockpile, reassessment of
geological data, results of information provided from mining and milling and reclassification
of reserves or resources. Reconciliation of Denisons Share of Uranium Resources
(in thousands of pounds U 3 O 8 )
 December 31,
    
    2007
    
    2007 Additions
    
    December 31,Resources
    
    2006
    
    Throughput
    
    (Deletions)(1)
    
    2007McClean  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
    
    
    639
    
    
    
    0
    
    
    
    0
    
    
    
    639inferred
    
    
    47
    
    
    
    0
    
    
    
    0
    
    
    
    47McClean North(2)indicated
    
    
    2,583
    
    
    
    0
    
    
    
    0
    
    
    
    2,583inferred
    
    
    11
    
    
    
    0
    
    
    
    0
    
    
    
    11Henry Mountains  Bullfrogindicated
    
    
    6,866
    
    
    
    0
    
    
    
    0
    
    
    
    6,866inferred
    
    
    6,046
    
    
    
    0
    
    
    
    0
    
    
    
    6,046Mongolia  Hairhan(2)indicated
    
    
    5,524
    
    
    
    0
    
    
    
    0
    
    
    
    5,524inferred
    
    
    2,439
    
    
    
    0
    
    
    
    0
    
    
    
    2,439Arizona Strip(2)indicated
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0inferred
    
    
    3,352
    
    
    
    0
    
    
    
    0
    
    
    
    3,352
 
 Notes:(1)
    
    Additions or deletions of resources include reassessment of geological data and
reclassification of reserves or resources.(2)
    
    These properties were included in the Annual Information Form dated March 27, 2007
as additions. These properties were added to the Companys portfolios in March 2007. 31




---



##### 



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.  Haraat Historical Mineral Resources
 Tonnes Ore
    
    Grade
    
    Pounds eU3O8Category
    
    (thousands)
    
    (% U)
    
    (thousands)Inferred Resources
    
    
    10,600
    
    
    
    0.027
    
    
    
    6,398
 
 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% eU.  32




---



##### 



Elliot Lake Historical Mineral Resources
 Tons Ore
    
    Grade
    
    Pounds U3O8Category
    
    (thousands)
    
    (Lbs/ton)
    
    (thousands)Developed
    
    
    89,200
    
    
    
    1.29
    
    
    
    115,000Undeveloped
    
    
    80,500
    
    
    
    1.13
    
    
    
    90,000205,000
 
 Notes:(1)
    
    CIM definitions are not used.(2)
    
    Historic resource estimates are reported at a cut-off grade of 0.8 lb/ton
U3O8.(3)
    
    A minimum mining width of 6 feet was used and no mining recovery factors were
applied.(4)
    
    The historic resource estimates cannot be verified and the estimates are not
necessarily indicative of the mineralization on the property.   McClean Lake
 Property Description and Location
      33




---



##### 



3 8
 Accessibility, Climate, Infrastructure and Physiography
       History
 CanadianOxy Inco
   34




---



##### 



Geological Setting
  Mineralization
       Drilling
   35




---



##### 



Sampling and Analysis
  3 8
   3 8 3 8
 Security of Samples
  Mineral Reserve and Mineral Resource Estimates
  36




---



##### 



3 8
 , McClean Technical Report  www.sedar.com .
 3 8 3 8
    3 3 8 3 8
 37




---



##### 



Sue D Report  www.sedar.com 3 8
  McClean North Technical
Report  www.sedar.com
 3 8
 Midwest
 Property Description and Location
    38




---



##### 



Accessibility, Climate, Infrastructure and Physiography
        39




---



##### 



History
   3 8
    3 8
  Geological Setting
  40




---



##### 



Exploration
    Mineralization
 3 8
    Drilling
  41




---



##### 



Sampling and Analysis
   SRC
 Security of Samples
 3 8
  Mineral Reserve and Mineral Resource Estimates
   42




---



##### 



Midwest Technical Report www.sedar.com
 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 contain 4.37% nickel (Company share of 8,378,000 pounds) and 0.33%
cobalt (Company share of 633,000 pounds). Midwest A Technical Report www.sedar.com.
   43




---



##### 



Midwest A Mineral Resources (1)
 100% Basis
    
    
    
    
    
    Company ShareTonnes
    
    Grade
    
    Pounds of U3O8
    
    Pounds of U3O8Category
    
    (000's)
    
    (% U3O8)
    
    (000's)
    
    (000's)Indicated
    
    
    464.0
    
    
    
    0.57
    
    
    
    5,800
    
    
    
    1,460Inferred
    
    
    9.2
    
    
    
    21.23
    
    
    
    4,300
    
    
    
    1,082
 
 Note(1)
    
    The cut-off grade is 0.05% eU. Other Midwest Information
  Henry Mountains Complex
  www.sedar.com  Henry Mountains Technical Report
 Property Description and Location
  44




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
    History
 Exxon Plateau
   Bullfrog Property
  45




---



##### 



Tony M Property
  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
  46




---



##### 



Exploration
    Mineralization
    47




---



##### 



Drilling
 Bullfrog Property
    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
 48




---



##### 



Tony M Property
 3 8 3 8
 3 8 3 8
 Data Verification
 3 8
 Security of Samples
  Mineral Resource Estimation
 
   3 8 3 8
 49




---



##### 



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
  50




---



##### 



Accessibility, Local Resources, Physiography and Infrastructure
    3 8
   3 8
  51




---



##### 



3 8
 3 8 3 8
   3 8 3 8
 3 8 3 8
  Geological Setting
     52




---



##### 



3 8 3 8
    Deposit Types
     53




---



##### 



Exploration
  Mineralization
 2
  3 8 3 8 3 8
 3 8 3 8
 Drilling
    54




---



##### 



Sampling Method and Approach
   Sample Preparation, Analyses and Protocols
  3 8
   Data Verification
  Mineral Resource and Mineral Reserve Estimates
 3 8 3 8 3 8
 55




---



##### 



ARIZONA STRIP 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.
    
    eU3O8values were interpolated by kriging.5.
    
    Wireframes were constructed with a minimum drill hole sample length of 6 feet.6.
    
    High eU3O8 grades were cut to 6% at Arizona 1, 10% at Canyon, and 8% at
Pinenut.7.
    
    Blocks are 5 feet by 5 feet by 5 feet.8.
    
    Gemcom Software International Inc. Resource Evaluation Edition Version GEMS 6.02 was used. Cut-off Grade
 3 8 3 8
 Acquisition
 3 8 3 8
  3 8
   56




---



##### 



Pathfinder 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
  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
  57




---



##### 



Gurvan Saihan Joint Venture
 www.sedar.com Mongolia Technical Report
 Property Description and Location
 1997 Mineral Law of Mongolia GSJV
  Properties Obtained Prior to 1997
   
    
    The Government of Mongolia entered into the Mineral Agreement, granting the GSJV
exclusive rights and permits to five areas without obligations for further licensing fees.
This includes the obligation of the Government to provide all necessary authorizations,
permits, and licences needed by the joint venture to conduct business.
    
    The Russian participant contributed all of the exploration data, records, and
information it possessed for the five areas.
    
    Denison was obligated to provide 100% of venture funding until the predetermined total
had been reached (initially it was $4 million that then changed to $5.1 million).
 58




---



##### 




    
    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.
  59




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
    History
  ISR
      60




---



##### 



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.        61




---



##### 



Geological Setting
    Property Geology
    Drilling
  62




---



##### 



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)Rotary
    
    Rotary
    
    
    
    
    
    ISR Test
    
    WaterDepression/Licence
    
    Non-Core
    
    Core
    
    Hydrology
    
    Wells
    
    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)
    
    
    1,650
    
    
    
    710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,360Exploration Areas
(Ulziit)
    
    
    497
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672Totals
    
    
    128,356
    
    
    
    12,808
    
    
    
    3,046
    
    
    
    2,141
    
    
    
    707
    
    
    
    147,058
 
 Notes:(1)
    
    The Undurshil project was returned to the Government in 2001 and the Company retains no
interest in this area.  Sampling Method and Approach
   63




---



##### 



Sample Preparation, Analyses and Security
 CAL
 Data Verification
   Mineral Resource and Mineral Reserve Estimates
  ® TH
 Cut-off Grade
    
    
    0.02
    %UMinimum Thickness (TH)
    
    
    1 mGrade X Thickness (GT)
    
    
    0.02Waste Thickness
    
    
    2 m
    64




---



##### 



Hairhan Mineral Resource Estimate
 Tonnes
    
    Grade
    
    
    
    
    
    lb U3O8Category
    
    (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 metre.(3)
    
    Density is 1.65 tonnes per cubic metre.  Mutanga Project
 Mutanga
 Property Description and Location
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
   65




---



##### 



History
 GSZ AGIP
 3 8
 Geological Setting
  Mineralization
    66




---



##### 



Mineral Resource Estimation
  Mutanga Historical Mineral Resource Estimate
 Tonnes
    
    Grade
    
    Pounds U3O8Deposit
    
    (thousands)
    
    (ppm U3O8)
    
    (thousands)Mutanga
    
    
    7,000
    
    
    
    400
    
    
    
    6,200Mutanga Extensions
    
    
    500
    
    
    
    340
    
    
    
    400Mutanga East
    
    
    200
    
    
    
    320
    
    
    
    100Mutanga West
    
    
    500
    
    
    
    340
    
    
    
    400Dibwe
    
    
    8,200
    
    
    
    370
    
    
    
    6,600Total
    
    
    
    
    
    
    
    
    
    
    13,700
 
 Notes:(1)
    
    The cut-off grade is 200 parts per million (ppm) U3O8.  Mutanga Mineral Resource Estimate
(as of December 31, 2007)
 Tonnes
    
    Grade
    
    Pounds U3O8Deposit
    
    (thousands)
    
    (ppm U3O8)
    
    (thousands)Mutanga(1)
    
    
    13,000
    
    
    
    270
    
    
    
    7,800Mutanga East(2)
    
    
    200
    
    
    
    320
    
    
    
    100Mutanga West(2)
    
    
    400
    
    
    
    340
    
    
    
    300Dibwe(1)
    
    
    11,500
    
    
    
    260
    
    
    
    6,500Total
    
    
    
    
    
    
    
    
    
    
    14,700
 
 Notes:(1)
    
    The cut-off grade is 100 ppm U3O8.(2)
    
    The cut-off grade is 200 ppm U3O8.   Mineral Exploration
 General
  67




---



##### 



McClean Lake
   Midwest
  68




---



##### 



Moore Lake
   Wheeler River
    Wolly
   69




---



##### 



Park Creek
    Bell Lake Joint Venture
  Huard-Kirsch
  EM Mag
 70




---



##### 



Other Canadian Properties
 Murphy Lake Project
  Hatchet Lake Project
  Fond du Lac River Project
  Bachman Lake Project
  Crawford Lake Project
  Brown Lake Project
  Ford Lake Project
  Stevenson River, Jasper Lake, North Wedge
   71




---



##### 



Webb River
  JNR Operated Projects
  Gold Properties
  U.S. Properties
    Mongolia
   72




---



##### 



Mutanga
    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 centimetres of
sample is collected for this work.
 
    
    Regular samples of core are taken for multi-element geochemical
analysis to determine background levels of 53 elements; elevated concentrations of
certain elements can then aid in economic evaluation of the hole. Three selected
samples of less than 10 centimetres are composited to make up this sample.
 
    
    Selected samples of drill core are sampled on the basis of radiometric data collected
during core logging, and on the local geology in the hole. This radiometric data is
obtained by using a hand held scintillometer. The scintillometer does not allow
quantification of grades, but it does help to identify mineralization and therefore select
samples for further geochemical analysis and assay. These special samples are selected for
geochemical analysis and are generally less than 10 cm.
 73




---



##### 




    
    Following completion of drilling, the hole is flushed with water for an hour to remove
any material from the bottom of the hole, and then a radiometric probe is lowered through
the rods to within 10 metres of the bottom. Readings are taken both on the way down and on
the way up. Probe results are presented as grade equivalent eU3O8.
The 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
government-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 five gallon pails for shipment
to the analytical lab.
      3 8
 
    
    Drill cores are received by the analytical laboratory from Denison in sealed five-gallon
plastic pails. Each core sample is contained in a sealed plastic bag with a sample tag. A
packing slip is enclosed that contains instructions and a sample number list. Samples are
verified against the packing slip. Any extra samples or missing samples are noted and
Denison is informed.
 74




---



##### 




    
    Samples are sorted by the analytical laboratory according to location (sandstone or
basement origin) radioactivity, and are dried and processed as follows:
 
    
    Samples are processed from lowest to highest radioactivity.
    
    Crushed to 60% -2 millimetres. Approximately 200 grams of crush is riffled out then ground
in a chrome steel grinding mill to 90% -106 microns.
    
    Replicates are chosen at random and another 200 grams of crush is riffled and ground.
 
    
    The pulp is digested in aqua regia leach and diluted. The solutions are then analyzed by
ICP for % U3O8.
    
    Certified U3O8 standards are analyzed with samples with
corresponding radioactivities. The detection limit is 0.002 wt% U3O8.
Accuracy at various concentrations of U3O8 are listed below:
 Sample #
    
    %U3O8
    
    Typical AccuracyBL-1
    
    
    0.026
    
    
    
    ±0.004BL-4a
    
    
    0.147
    
    
    
    ±0.004BL-2a
    
    
    0.502
    
    
    
    ±0.008BL-3
    
    
    1.21
    
    
    
    ±0.02BL-5
    
    
    8.36
    
    
    
    ±0.10RS2-11
    
    
    48.0
    
    
    
    ±0.7
  Mongolia
  Processes for Determining Uranium Content by Gamma Logging
  cps
  75




---



##### 



3 8 3 8
 Core Sampling, Processing, and Assaying
    Quality Assurance and Quality Control Measures
    76




---



##### 



Zambia
  Processes for Determining Uranium Content by Gamma Logging
    3 8 3 8
 77




---



##### 



Core Sampling, Processing, and Assaying
  Genalysis
  Quality Assurance and Quality Control Measures
    78




---



##### 



U.S.
  Manager of UPC
  3 8 6
   Urizon Joint Venture
 Urizon NFS USM Ore Program
 79




---



##### 



USM Ore
    Denison Environmental Services
   80




---



##### 



Environmental and Safety Matters
 Policy
 Canada
 McClean Lake
  Reclamation
  Midwest Facility
 Reclamation
  Elliot Lake
 3 8 3 8
 81




---



##### 



JRG Fisheries Act
 Reclamation
  Denison Environmental Services
  Exploration
  U.S. Environmental Regulation
 White Mesa Mill
  82




---



##### 



UDEQ BGQR GWDP NOV
 Reclamation
  U.S. Mines
  Reclamation
  Mongolia
  83




---



##### 



Zambia
  Employees
   Government Regulation
 Canadian Uranium Industry
 Nuclear Safety and Control Act NSCA Atomic Energy Control Act
    U.S. Uranium Industry
 Atomic Energy Act of
1954 10 CFR
  84




---



##### 



Land Tenure
 Canada
 Mining Lease The Crown Minerals
Act The Crown Minerals Act The Mineral Disposition Regulations
 Mineral Claim Surface
Lease
 United States
  85




---



##### 



Canadian Royalties
 Royalty Schedule
  Average Price
    
    Tiered Royalty as a % ofper Kilogram of U3O8* in Cdn $
    
    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
   U.S. Income and Other Taxes
   86




---



##### 



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
 87




---



##### 



Competition for Properties
  Replacement of Reserves and Resources
   Imprecision of Reserve and Resource Estimates
  Decommissioning and Reclamation
  88




---



##### 



Technical Obsolescence
  Property Title Risk
   Production Estimates
   89




---



##### 



Mining and Insurance
    Dependence on Issuance of Licence Amendments and Renewals
  Nature of Exploration and Development
   90




---



##### 



Governmental Regulation and Policy Risks
    91




---



##### 



Operations in Foreign Jurisdictions
   Environmental, Health and Safety Risks
    Aboriginal Title and Consultation Issues
  92




---



##### 



Accounting Policies
  Credit Risk
   Currency Fluctuations
  Capital Intensive Industry; Uncertainty of Funding
  Dependence on Key Personnel
  Internal Controls
  93




---



##### 



Conflicts of Interest
  Reliance on ARC as Operator
  Labour Relations
  Indemnities
  Description Of Securities
 
 Common Shares
  94




---



##### 



2004 Warrants
 2004 Warrants
   2006 Warrants
 2006 Warrants
   Dividend Policy
  Market for Securities
 Trading Price and Volume of the Common Shares
  95




---



##### 



Common SharesCdn$ Price
    
    Trading VolumeMonth
    
    Range
    
    (000s)2007January
    
    
    10.20  12.20
    
    
    
    24,862February
    
    
    11.18  15.72
    
    
    
    40,976March
    
    
    11.95  14.30
    
    
    
    44,847April
    
    
    13.15  15.38
    
    
    
    36,152May
    
    
    12.88  16.30
    
    
    
    40,632June
    
    
    12.69  14.54
    
    
    
    28,046July
    
    
    10.81  13.67
    
    
    
    36,378August
    
    
    8.30  10.84
    
    
    
    40,029September
    
    
    8.73  11.15
    
    
    
    22,081October
    
    
    10.10  13.33
    
    
    
    28,156November
    
    
    8.90  13.13
    
    
    
    32,453December
    
    
    8.28  9.63
    
    
    
    21,451
  Trading Price and Volume of the 2004 Warrants and the 2006 Warrants
 2006 Warrants
    
    2004 WarrantsCdn$ Price
    
    Trading Volume
    
    Cdn$ Price
    
    Trading VolumeMonth
    
    Range
    
    (000s)
    
    Range
    
    (000s)2007January
    
    
    10.50  13.80
    
    
    
    140
    
    
    
    16.25  22.00
    
    
    
    123February
    
    
    18.90  31.70
    
    
    
    74
    
    
    
    12.60  23.29
    
    
    
    140March
    
    
    15.79  21.49
    
    
    
    103
    
    
    
    20.77  28.00
    
    
    
    334April
    
    
    18.00  22.00
    
    
    
    36
    
    
    
    23.74  30.63
    
    
    
    83May
    
    
    17.50  23.65
    
    
    
    119
    
    
    
    22.56  32.00
    
    
    
    74June
    
    
    16.10  20.50
    
    
    
    103
    
    
    
    22.50  27.50
    
    
    
    45July
    
    
    13.06  18.50
    
    
    
    209
    
    
    
    16.95  25.00
    
    
    
    63August
    
    
    8.05  13.02
    
    
    
    123
    
    
    
    9.88  17.05
    
    
    
    200September
    
    
    10.20  12.65
    
    
    
    35
    
    
    
    11.85  18.50
    
    
    
    89October
    
    
    11.85  17.42
    
    
    
    186
    
    
    
    15.50  24.99
    
    
    
    36November
    
    
    9.01  16.50
    
    
    
    38
    
    
    
    11.94  24.25
    
    
    
    83December
    
    
    8.09  10.50
    
    
    
    24
    
    
    
    10.56  13.88
    
    
    
    123
  Directors and Officers
 
 Directors
  Name and Province andCountry of Residence
    
    Principal Occupation and Employment for Past Five Years
    
    Director Since(1)Craig, John H.(2, 4)
Ontario, Canada
    
    Lawyer, Partner, Cassels Brock & Blackwell LLP.
    
    
    1997
 96




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##### 



Name and Province andCountry of Residence
    
    Principal Occupation and Employment for Past Five Years
    
    Director Since(1)W. Robert Dengler(3, 4)
Ontario, Canada
    
    Corporate Director, commencing in 2006; prior:
Vice-Chairman and Director of Dynatec Corporation in
2005; President and Chief Executive Officer of Dynatec
Corporation.
    
    
    2006Brian D. Edgar(2)
British Columbia, Canada
    
    Director of Rand Edgar Investment Corp.
    
    
    2005E. Peter Farmer
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(4)
British Columbia, Canada
    
    President and Chief Operating Officer of the Company,
commencing 2006; prior: President and Chief Executive
Officer and Director of the Company.
    
    
    2000Paul F. Little(3, 5)
Ontario, Canada
    
    Corporate Director and Financial Consultant; prior:
Chairman of the Board of DMI from 2004-2006.
    
    
    2006Lukas H. Lundin(3)
British Columbia, Canada
    
    Chairman of the Board of the Company; Mining Executive
    
    
    1997William A. Rand(5)
British Columbia, Canada
    
    Director of Rand Edgar Investment Corp.
    
    1997Roy J. Romanow P.C.,
O.C., Q.C.( 2)
Saskatchewan, Canada
    
    Senior Fellow, Department of Political Studies,
University of Saskatchewan.
    
    
    2006Catherine J. G.
Stefan(5,6)

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 29, 2008.(2)
    
    Member, Corporate Governance and Nominating Committee(3)
    
    Member, Compensation Committee(4)
    
    Member, Environment, Health and Safety Committee(5)
    
    Member, Audit Committee(6)
    
    Chair, Audit Committee 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.Philip g buck

Colorado, U.S.A.
    
    Vice President, Mining, commencing in January, 2008;
prior: General Manager, Canada Dynatec Corporation from
2006  2008; prior: Area Manager of Dynatec 2003 
2005; Project Manager for Barrick Gold Corporation 2001
 2003
 97




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##### 



Name and Province andCountry of Residence
    
    Position with Denison and Employment for Past Five YearsDonald C. Campbell
Ontario, Canada
    
    Vice President, Commercial, commencing in 2006; prior: Vice President, Marketing and Special Projects 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.William C. KerrOntario, Canada
    
    Vice-President, Explorationt, 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.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.William Shaver
Ontario, Canada
    
    Executive Vice President, Mine Development 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.Curt D. Steel
Connecticut, U.S.A.
    
    Vice President, Sales and Marketing, commencing in
2008; prior: Senior Trader, NUKEM Inc. from 1998 
2007.
 
 Notes:(1)
    
    Messrs. Farmer and Hochstein are discussed under Directors.  Cease Trade Orders, Bankruptcies, Penalties or Sanctions
  (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
 98




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##### 



(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 manager
or trustee appointed to hold its assets.
  Conflicts of Interest
      Standing Committees
 
 The Audit Committee
 Overview
  99




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##### 




    
    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.
 Audit Committee Mandate/Terms of Reference
 Mandate
 Composition of the Audit Committee
 Audit Committees MI 52-110 Circular www.sedar.com
 FinanciallyLiterate
    
    Education & Experience Relevant toMember Name
    
    Independent(1)
    
    (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 A. 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. 100




---



##### 



(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
 Section 2.4 (De Minimis Non-audit Services
 Audit Committee Oversight
  Pre-Approval Policies and Procedures
  External Auditor Service Fees (By Category)
  Financial Year
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    Fees(2)
    
    Tax Fees(3)
    
    All Other Fees(4)December 31, 2006
    
    $
    79,075
    
    
    $
    93,821
    
    
    $
    33,183
    
    
    $
    37,504December 31, 2007
    
    $
    301,882
    
    
    $
    247,832
    
    
    $
    108,889
    
    
    $
    29,710
 
 Notes:(1)
    
    The aggregate fees billed for audit services. Corresponding amounts for DMI for
2006 are $65,894.(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 for 2006 are
$49,334.(3)
    
    The aggregate fees billed for tax compliance, tax advice, and tax planning services.
Corresponding amounts for DMI for 2006 are $32,717.(4)
    
    The aggregate fees billed for professional services other than those listed in the
other three columns. For 2007, All Other Fees relates to due diligence reporting of the
IUC/DMI merger. For 2006, the amount was billed on account of services relating to the
Denison Arrangement. Corresponding amounts for DMI for 2006 are $111,640. 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
 
  101




---



##### 



Specific Legal Matters
 Blue Hill, Maine
  Fisheries Act Charges
  Interest Of Management And Others In Material Transactions
 
  Registrar And Transfer Agent
 
  Material Contracts
 
 www.sedar.com
  102




---



##### 



1.
    
    The Reclamation Funding Agreement made as of the 21st day of December 1995
among DML, Her Majesty the Queen in Right of Canada (the Government of Canada) and Her
Majesty the Queen in right of the Province of Ontario (the Government of Ontario) as
amended by the Amending Agreement made as of the 11th day of April 1997 among
DML, the Government of Canada and the Government of Ontario and as further amended by the
Amending Agreement made as of the 25th day of February 1999 among DML, the
Government of Canada and the Government of Ontario and further amended by an Assignment and
Novation Agreement made as of the 29th day of December, 2003 among Denison
Energy, the Company, the Government of Canada and the Government of Ontario.According to the Reclamation Funding Agreement, the Company is required to maintain funds in
an Environmental Trust sufficient for the succeeding 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.
A copy of this agreement, as amended, was filed on the Companys profile on the
SEDAR website at www.sedar.com on October 25, 2006.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..
 Names And Interests Of Experts
 
    103




---



##### 



Additional Information
 
 www.sedar.com
 www.sedar.com
 
 
 104




---



##### 



Exhibit 1  Organizational Structure




---



##### 



Schedule A
 Denison Mines Corp.
Audit Committee Mandate and Charter
 A.
    
    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.
 B.
    
    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.
 C.
    
    Committee Resources
 (1)
    
    The Committee shall have direct channels of communication with the Companys
auditor to discuss and review specific issues as appropriate.(2)
    
    The Committee, or any member of the Committee with the approval of the Committee, may
retain at the expense of the Company such independent legal, accounting (other than the
auditor) or other advisors on such terms as the Committee may consider appropriate and shall
not be required to obtain the approval of the Board in order to retain or compensate any
such advisors.(3)
    
    The Committee shall have unrestricted access to Company personnel and documents and
shall be provided with all necessary funding and other resources to carry out its
responsibilities;
 D.
    
    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.
 E.
    
    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.
 F.
    
    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
  Qualified Person
  Spot market
  Spot market price
  U 3 O 8
 3 8.
 V 2 O 5