##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 40-F
  o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended: December 31, 2010
 Commission file number: 001-33414
 DENISON MINES CORP.
  Ontario, Canada
 1090
 98-0622284
 Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2; Phone number: 416-979-1991
 Denison Mines (USA) Corp.
1050 17 th Street, Suite 950
Denver, CO 80265
Phone: 303-628-7798
 Not applicable.
 Common Stock without par value.
 Not
applicable.
  þ þ
 366,200,665
  o þ
  þ o
  Not Applicable  Registrant is not yet required to submit and post such files.
 o o




---



##### 



TABLE OF CONTENTS
 DISCLOSURE CONTROLS AND PROCEDURES
    
3AUDIT COMMITTEE FINANCIAL EXPERT
    
4CODE OF ETHICS
    
5PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
5OFF-BALANCE SHEET ARRANGEMENTS
    
5TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
    
6IDENTIFICATION OF THE AUDIT COMMITTEE
    
6INTERACTIVE DATA FILE
    
6MINE SAFETY DISCLOSURE
    
6UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
    
6SIGNATURES
    
7EXHIBIT INDEX
    
8Annual Information Form for the 12 Months Ended December 31, 2010Managements Discussion and Analysis for the 12 Months ended December 31, 2010Audited Financial Statements for the 12 Months Ended December 31, 2010 and December 31, 2009Consent Letter from PricewaterhouseCoopers LLPMine Safety Disclosure Required by Section 1503(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and Implementing RegulationsOfficers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
63 of Title 18 of the United States CodeEX-99.1EX-99.2EX-99.3EX-99.4EX-99.5EX-99.6EX-99.7
   2




---



##### Table of Contents



DISCLOSURE CONTROLS AND PROCEDURES
 A. Evaluation of Disclosure Controls and Procedures
   B. Managements Annual Report on Internal Control Over Financial Reporting
  C. Report of the Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP
  D. Changes in Internal Control Over Financial Reporting
   3




---



##### Table of Contents



AUDIT COMMITTEE FINANCIAL EXPERT
  Education & experience relevant toMember Name
    
    performance of audit committee dutiesBrian D. Edgar
    
        Law degree, with extensive corporate finance experience    Has held position of President and
Chief Executive Officer of a public company
since 2005    Has served on audit committees of a
number of public companiesCatherine J.G. Stefan,
    
        Chartered Accountant (ICAO)Chair of the Audit Committee
    
        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
    
        B.Comm (Accounting)    Two law degrees, with extensive
corporate finance experience    Has served on audit committees of a
number of public companies
    4




---



##### Table of Contents



CODE OF ETHICS
 http://www.denisonmines.com
 
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Periods
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    
    Fees (2)
    
    
    Tax Fees (3)
    
    
    All Other Fees(4)December 31, 2009
    
    $
    419,360
    
    
    $
    117,259
    
    
    $
    118,035
    
    
    $
    266,454December 31, 2010
    
    $
    506,238
    
    
    $
    142,689
    
    
    $
    28,075
    
    
    $
    158,010
  (1)
    
    The aggregate fees billed for audit services.(2)
    
    The aggregate fees billed for assurance and related services that are reasonably related to the
performance of the audit or review of the companys financial statements and are not disclosed in
the Audit Fees column. Fees relate to reviews of interim consolidated financial statements and
internal controls over financial reporting.(3)
    
    The aggregate fees billed for tax compliance, tax advice, and tax planning services, such as
transfer pricing, tax return preparation and tax advice on the terminated Northern acquisition.(4)
    
    The aggregate fees billed for professional services other than those listed in the other three
columns. For 2010, All Other Fees relates to the Companys equity financing during the year and
work in connection with the adoption of International Financial Reporting Standards. For 2009,
All Other Fees relates to the Companys equity financings during the year, the terminated
Northern acquisition and work in connection with the adoption of International Financial Reporting
Standards.   2009
    
    
    2010Audit Related Fees:
    
    
    100
    %
    
    
    100
    %Tax Fees:
    
    
    100
    %
    
    
    100
    %All Other Fees:
    
    
    100
    %
    
    
    100
    %
 
 OFF-BALANCE SHEET ARRANGEMENTS
   5




---



##### Table of Contents



TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
   After(in thousands)
    
    Total
    
    
    1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    5 YearsDebt Obligations
    
    $
    405
    
    
    
    200
    
    
    
    189
    
    
    
    16
    
    
    $
    Operating lease
and other obligations
    
    $
    22,167
    
    
    
    13,551
    
    
    
    6,526
    
    
    
    2,090
    
    
    
    
 
 IDENTIFICATION OF THE AUDIT COMMITTEE
  
 INTERACTIVE DATA FILE
  
 MINE SAFETY DISCLOSURE
 Form 40-F.
 
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking
  B. Consent to Service of Process
   6




---



##### Table of Contents



SIGNATURES
   By:
    
    /s/ Ron F. Hochstein

Title: President and Chief Executive OfficerDate: March 29, 2011
  7




---



##### Table of Contents



99.1
    
    
    Annual Information Form for the Year Ended December 31, 201099.2
    
    
    Managements Discussion and Analysis of Results of Operations and Financial Condition for the
Year ended December 31, 2010 (Exhibit 2 of the Registrants Form 6-K furnished to the
Commission on March 15, 2011)99.3
    
    
    Consolidated Audited Financial Statements for the Years Ended December 31, 2010 and 2009
(Exhibit 3 of the Registrants Form 6-K furnished to the Commission on March 15, 2011)
together with the Independent Auditors Report thereon99.4
    
    
    Consent of PricewaterhouseCoopers LLP99.5
    
    
    Mine Safety Disclosure Required Under Section 1503(a) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and Implementing Regulations99.6
    
    
    Officers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 193499.7
    
    
    Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code
  8