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Exhibit 99.1



Denison Mines Corp.

2014 Annual Information FormMarch 5,
2015

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|Contents                                                             |    
|-------------------------------------------------------------------- | ---
|About this AIF                                                       | 1  
|About Denison                                                        | 4  
|Developments over the Last Three Years                               | 7  
|The Uranium Industry                                                 | 11 
|Denisons Operations                                                 | 14 
|Mineral Properties                                                   | 21 
|Mineral Exploration                                                  | 65 
|Quality Assurance and Quality Control Procedures and
      Protocols | 74 
|Manager of UPC                                                       | 81 
|Denison Environmental Services                                       | 81 
|Environmental, Health and Safety                                     | 81 
|Government Regulation                                                | 83 
|Risk Factors                                                         | 87 
|Denisons Securities                                                 | 96 
|Denisons Management                                                 | 98 
|Legal and Regulatory Proceedings                                     | 104
|Material Contracts                                                   | 104
|Names and Interests of Experts                                       | 107
|Additional Information                                               | 108
|Audit Committee Mandate                                              | A  
|Glossary of Terms                                                    | B  

|                                                                                                                                                                                                                                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ABOUT THIS ANNUAL INFORMATION FORM                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                        
|This annual information form (AIF) is dated
      March 5, 2015. Unless stated otherwise, all of the information in this AIF
      is stated as at December 31, 2014.                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                        
|This AIF has been prepared in accordance with Canadian
      securities laws and contains information regarding Denisons history,
      business, mineral reserves and resources, the regulatory environment
      in which Denison does business, the risks that Denison faces and other
      important information for Shareholders.
|                                                                                                                                                                                                                                                                                                                                        
|This AIF incorporates by reference:                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                        
|Financial Information                                                                                                                                                                                                                                                                                                                   
|Unless otherwise specified, all dollar amounts referred
      to in this AIF are stated in United Stated dollars. References to CAD$
      mean Canadian dollars.                                                                                                                                                                     

Financial information is presented in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board.

Caution about Forward-Looking InformationThis AIF and the documents incorporated by reference include
forward-looking information within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and similar Canadian legislation,
concerning the business, operations and financial performance and condition of
Denison.

The use of words and phrases like "anticipate", "continue",
"estimate", "expect", "may", "will", "project", "should", "believe", plan and
similar expressions are intended to identify forward-looking information.

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      INFORMATION FORM | 1
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Forward-looking information involves known and unknown risks,
uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in such forward-looking statements.
Denison believes that the expectations reflected in this forward-looking
information are reasonable, but no assurance can be given that these
expectations will prove to be correct. Forward-looking information should not be
unduly relied upon. This information speaks only as of the date of this AIF, and
Denison will not necessarily update this information, unless required to do so
by securities laws.

Examples of Forward-Looking InformationThis AIF
contains forward-looking information in a number of places, such as in
statements pertaining to:

| |  | Denisons estimates of its mineral reserves and
      mineral resources                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | Denisons expectations regarding the toll
      milling of Cigar Lake ores                                                 
| |  | Denison's capital expenditure program,
      exploration and development expenditures and reclamation costs                
| |  | Denisons expectations of market prices and
      costs                                                                    
| |  | the supply and demand for uranium
      (U3O8)                                                                           
| |  | possible impacts of litigation and regulatory
      actions on Denison                                                     
| |  | Denisons exploration and development plans and
      objectives                                                           
| |  | future royalty and tax payments and rates                                                                                  
| |  | Denisons expectations regarding raising
      capital                                                                     
| |  | Denison's expectations regarding additions to
      its mineral reserves and resources through acquisitions and exploration
| |  | the receipt of regulatory approvals, permits
      and licences under governmental regulatory regimes                      

Material RisksDenison's actual results could differ
materially from those anticipated. Management has identified the following risk
factors which could have a material impact on the Company or the trading price
of its Shares:

| |  | the speculative nature of exploration and
      development projects                                                                              
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | failure to realize benefits from transactions                                                                                                     
| |  | Denisons inability to expand and replace its
      mineral reserves and resources                                                                
| |  | the imprecision of mineral reserve and resource
      estimates                                                                                   
| |  | the impact of uranium price volatility on the
      valuation of Denisons mineral reserves and resources and the market price
      of its shares
| |  | public acceptance of nuclear energy and
      competition from other energy sources                                                               
| |  | volatility in the market price of the Companys
      shares                                                                                      
| |  | the risk of dilution from future equity
      financings                                                                                          
| |  | reliance on other operators                                                                                                                       
| |  | uncertainty surrounding Denisons operations in
      foreign jurisdictions                                                                       
| |  | property title risk                                                                                                                               
| |  | competition for properties                                                                                                                        
| |  | global financial conditions                                                                                                                       
| |  | the ability of Denison to meet its obligations
      to its creditors and the uncertainty of funding                                              

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| |  | uncertainty as to reclamation and
      decommissioning liabilities                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | technical innovation rendering Denisons
      products and services obsolete                                                                                             
| |  | liabilities inherent in mining operations and
      the adequacy of insurance coverage                                                                                    
| |  | delays in obtaining permits and licences for
      development properties                                                                                                 
| |  | difficulty complying with changing government
      regulations and policy, including without limitation, compliance with
      environment, health and safety regulations
| |  | potential claims of Canadas First Nations
      people                                                                                                                   
| |  | dependence on key personnel                                                                                                                                               
| |  | potential conflicts of interest for the
      Companys directors who are engaged in similar businesses                                                                   
| |  | limitations of disclosure and internal controls                                                                                                                           
| |  | the potential influence of Denisons largest
      Shareholder, Korea Electric Power Corporation (KEPCO).                                                               

The risk factors listed above are discussed in more detail
later in this AIF.

A Note for US Investors Regarding Estimates of Measured,
Indicated and Inferred Mineral Resources

This AIF uses the terms measured, indicated and inferred
mineral resources. United States investors are advised that while such terms are
recognized and required by Canadian regulations, the United States Securities
and Exchange Commission does not recognize them. Inferred mineral resources
have a great amount of uncertainty as to their existence, and as to their
economic and legal feasibility. It cannot be assumed that all or any part of an
inferred mineral resource will ever be upgraded to a higher category. Under
Canadian rules, estimates of inferred mineral resources may not form the basis
of feasibility or other economic studies.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.

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About Denison

|Denison is engaged in uranium exploration and
      development. The registered and head office of Denison is located at Suite
      402, 595 Bay Street, Toronto, Ontario, M5G 2C2, Canada. Denisons website
      address is www.denisonmines.com. |                          | In this AIF, Denisonor the Companymeans
      Denison Mines Corp., Shareholdersmeans holders of Denisons common
      shares and Sharesmeans Denisons common shares.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                      |                         
|At the end of 2014, Denison had a total of 88 active
      employees which were divided among the Companys business as follows:                                                                                                                     
|                                                                                                                                                                                                                                                     | 60 (9 hourly) in Canada 
|                                                                                                                                                                                                                                                     | 5 in Mongolia           
|                                                                                                                                                                                                                                                     | 13 in Mali              
|                                                                                                                                                                                                                                                     | 10 (5 hourly) in Zambia.

None of the Companys employees are unionized.

Denison is a reporting issuer in all of the Canadian provinces.
The Shares are listed on the Toronto Stock Exchange (TSX) under the
symbol DML and on the NYSE MKT under the symbol DNN. Computershare Investor
Services Inc. acts as the registrar and transfer agent for the Shares. The
address for Computershare Investor Services Inc. is 100 University Avenue, 9th
Floor, Toronto, ON, M5J 2Y1, Canada, and the telephone number is
1-800-564-6253.

The Shares are registered under the United States Securities
Exchange Act of 1934, as amended, and Denison files periodic reports with
the United States Securities and Exchange Commission.

The Formation of DenisonDenison was formed by
articles of amalgamation as International Uranium Corporation (IUC),
effective May 9, 1997 pursuant to the Business Corporations Act(Ontario)
(the OBCA). On December 1, 2006, IUC combined its business and
operations with Denison Mines Inc. (DMI), by way of arrangement under
the OBCA (the IUC Arrangement). Pursuant to the IUC Arrangement, all of
the issued and outstanding shares of DMI were acquired in exchange for IUCs
shares. Effective December 1, 2006, IUCs articles were amended to change its
name to Denison Mines Corp.

Prior to July 2012, Denison was engaged in the exploration,
development, mining, and milling of uranium and vanadium, with projects in the
United States, Canada, Zambia and Mongolia. At the time, Denison's principal
assets included 100% ownership of the White Mesa Mill in Utah and 22.5%
ownership of the McClean Lake uranium mill in Saskatchewan.

On June 29, 2012, Denison sold its shares in certain
subsidiaries, which owned all of the Company's mining assets and operations
located in the United States ("U.S. Mining Division"). The sale was
carried out by way of a plan of arrangement between Denison and Energy Fuels
Inc. ("EFR"). After completing the various steps in the plan of
arrangement, Denison shareholders retained their interest in Denison and
received 1.106 common shares of EFR for each Share held in Denison.

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By completing the transaction with EFR, Denison transformed its
business to focus on its uranium exploration and development projects in
Saskatchewan, Zambia and Mongolia. In 2013, through its acquisitions of JNR
Resources Inc. (JNR), Fission Energy Corp. (Fission) and
Rockgate Capital Corp. (Rockgate) and in 2014 through its acquisition
of International Enexco Limited (IEC), Denison has increased its
project portfolio in Canada, primarily in the Athabasca Basin, and expanded its
position in Africa by acquiring interests in uranium exploration properties in
Namibia and Mali.

Denison also continues to be engaged in mine decommissioning
and environmental services through its Denison Environmental Services
(DES) division.

Denison also participates in a toll-milling arrangement through
the McClean Lake joint venture (MLJV) whereby ore is processed for the
Cigar Lake Joint Venture (CLJV) at the McClean Lake mill.

Denisons wholly owned subsidiary, DMI, is also the manager of
Uranium Participation Corporation (UPC), a publicly traded company
listed on the TSX under the symbol U, which invests in uranium oxide in
concentrates and uranium hexafluoride.

Denisons Key Assets Today:
    A
      22.50% interest in the McClean Lake uranium processing facility and
      uranium deposits in northern Saskatchewan.
    A
      25.17% interest in the Midwest uranium project, including the Midwest and
      the Midwest A deposits in northern Saskatchewan.
    A 60%
      interest in the Wheeler River project which includes the Phoenix deposit
      and the newly discovered Gryphon zone.
    An extensive portfolio of exploration and development
      property interests in the Athabasca Basin including: Moore Lake (100%),
      Waterbury Lake (60%), Hatchet Lake (58.06%), Crawford/Bachman Lake (100%),
      Bell Lake (100%) and Mann Lake (30%).Beyond Canada, Denison owns the Mutanga uranium project
      in southern Zambia, the Falea uranium, silver and copper project in Mali,
      and interests in mineral exploration properties in Namibia and Mongolia.


Denisons Structure Denison conducts its business
through a number of subsidiaries. The following is a diagram depicting the
corporate structure of Denison and its active subsidiaries as at December 31,
2014, including the name, jurisdiction of incorporation and proportion of
ownership interest in each.

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Denison also owns a number of inactive subsidiaries which have
no liabilities or assets and do not engage in any business activities.

Some of the Companys Canadian uranium exploration properties
are held directly by the Company or indirectly through DMI, which is a
wholly-owned subsidiary of the Company. DMI holds a 22.5% interest in the
McClean Lake project and a 25.17% interest in the Midwest project, both of which
are operated by Denisons joint venture partner, AREVA Resources Canada Inc.
(ARC), a subsidiary of the AREVA Group. DMI also holds a 60% interest
in, and is the operator of the Wheeler River project, host of the Phoenix
deposit and the Gryphon zone, as well as interests in other exploration
properties in the Athabasca Basin. Denisons 60% interest in the Waterbury Lake
project is held indirectly through its wholly owned subsidiary, Denison
Waterbury Corp.

In 2014, Denison carried out an internal reorganization of its
interests to consolidate its African holdings under its single wholly-owned Canadian subsidiary, Rockgate.  Denisons Mutanga project in Zambia is held through Denison
Mines Zambia Ltd, which is wholly owned by Denison Mines (Bermuda) I Ltd., a
wholly-owned subsidiary of Rockgate. Denisons interest in the Falea project in
Mali and the Dome project in Namibia are also held indirectly through Rockgate
and its subsidiaries.

The Companys interest in the Gurvan Saihan Joint Venture
(GSJV) in Mongolia is held through Denison Mines (Mongolia) Ltd, which
is wholly owned by Denison Mines (Bermuda) I Ltd., a wholly-owned subsidiary of
the Company.

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Developments over the Last Three Years

2012...An application for judicial review of the
decision to renew the McClean Lake Canadian Nuclear Safety Commission
(CNSC) licence initially made in 2009 by the Athabasca Regional
Government (ARG) was finally resolved. The ARG challenged the legality
of the renewed licence primarily on the basis of issues related to the Federal
and Provincial governments duty to consult with aboriginal people. The Canadian
Federal Court dismissed the application in 2010; however ARG filed a notice of
appeal. In 2011, the Federal Court of Appeal unanimously dismissed ARGs appeal.
ARG did not appeal this decision, ending the matter in 2012.

In March, the Company acquired an additional 15% interest in
the GSJV in Mongolia. The interest was previously held by a Russian party,
Geologorazvedka, and was obtained for cash consideration and a release of the
partner's share of the unfunded joint venture obligations. The Company now holds
an 85% interest in the GSJV and has been in discussions with the Mongolian
Government regarding its ownership interest in the GSJV.

In June, Denison and EFR completed a transaction whereby EFR
acquired all of the shares of certain Denison subsidiaries which held its U.S.
Mining Division in exchange for the issuance of 425,440,872 common shares of EFR
to Shareholders (the EFR Arrangement). For each Share held,
Shareholders received 1.106 shares of EFR while still retaining their interest
in Denison.

In conjunction with the EFR Arrangement, Denison amended and
extended its existing credit agreement with the Bank of Nova Scotia (the
Credit Facility) to provide Denison with a revolving term loan for up
to $15,000,000 until June 2013. To secure the facility, Denison provided a
guarantee and pledge of all of the shares of DMI.

In August, the Canadian Federal Minister of the Environment
approved the Midwest Project Environmental Assessment, paving way for mining of
Midwest ores by conventional open pit mining methods.

The CNSC authorized the amendment of the operating licence for
the McClean Lake mill, in which Denison holds a 22.50% interest, permitting an
increase in the annual production from 8.0 million pounds U3O8 to 13.0 million
pounds U3O8, and receipt and processing of ore slurry from the McArthur River
Mine.

In October, Denison closed a private placement (the 2012
Offering) of 4,145,000 Shares, at a price of CAD$1.69 each, issued on a
flow-through basis under the Income Tax Act (Canada). The 2012 Offering
raised aggregate gross proceeds for the Company of CAD$7,005,050.

By the end of 2012, Denison completed another significant
exploration program in the Athabasca Basin, including over 28,000 metres of
drilling at Wheeler River. Reporting strong intersections at the Phoenix uranium
deposit, Denison commenced preparation of updated mineral resource estimates for
the property. The Company also reported a total of 18,160 metres of drilling on
the Mutanga Project in Zambia during the year. Drilling in 2012 in Mongolia
totaled 29,600 metres, divided equally between the Urt Tsav and Ulzit licence
areas.

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2013In January, updated estimates of mineral
resources for the Phoenix deposit as at December 31, 2012 were received from
Roscoe Postle Associates Inc. (RPA Inc.), which was retained to
independently review and audit the mineral resources in accordance with the
requirements of NI 43-101. For the Phoenix deposit, indicated mineral resources
were estimated at 52.3 million pounds U3O8 (the Companys share, 31.4 million
pounds U3O8) from 152,400 tonnes at an average grade of 15.6% U3O8 and inferred
mineral resources were estimated at 7.6 million pounds U3O8 (the Companys
share, 4.6 million pounds U3O8) from 11,600 tonnes at an average grade of 29.8%
U3O8 based on a cut-off of 0.8% U3O8.

On January 31, Denison completed the acquisition of JNR by
acquiring all of the common shares of JNR in exchange for 0.073 of a Share of
Denison per common share of JNR (the JNR Acquisition). As a result, an
aggregate of 7,975,479 Shares were issued in exchange for all JNR common shares
held by JNR shareholders. With the closing of the JNR Acquisition, Denison was
able to consolidate its partial ownership of several properties with JNR's
interests to become the 100% owner of five mineral exploration properties in the
Athabasca Basin (including the high priority properties of Moore Lake and Bell
Lake), and also acquired interests in six other properties located in the
Athabasca Basin, one property located in Saskatchewan outside of the Athabasca
Basin, and two properties in Newfoundland.

In April, Denison completed the acquisition of Fission by way
of plan of arrangement (the Fission Arrangement), which included
Fissions 60% interest in the Waterbury Lake uranium project, its interests in
all other properties in the eastern part of the Athabasca Basin, Quebec and
Nunavut, as well as its interests in two joint ventures in Namibia. Pursuant to
the Fission Arrangement, for each common share of Fission held, Fission
shareholders received 0.355 of a Share, a nominal cash payment of CAD$0.0001 and
one common share of a newly incorporated exploration company, Fission Uranium
Corp (FCU). As a result, an aggregate of 53,053,284 Shares were issued
in exchange for all Fission common shares held by Fission shareholders.
Unexercised Fission options were exchanged for options to acquire Shares of
Denison (the Fission Replacement Options). With completion of the
Fission Arrangement, the holders of Fission warrants were entitled to receive,
upon the exercise of their warrants (the Fission Warrants), the number
of Shares of Denison and FCU which the warrant holders would have been entitled
to receive as a result of the Arrangement, if immediately prior to the effective
date, the warrant holders had exercised their warrants.

In May, Denison completed a private placement offering (the
2013 Offering) of 11,500,000 Shares, at a price of CAD$1.30 each,
issued on a flow-through basis under the Income Tax Act (Canada). The
2013 Offering raised aggregate gross proceeds for the Company of CAD$14,950,000.

In June, the Company extended the maturity date of its
$15,000,000 Credit Facility to January 2014.

In September, estimates of mineral resources for the J Zone
deposit at the Waterbury Lake project were received from GeoVector Management
Inc. (GeoVector) which was retained to independently estimate the
mineral resources in accordance with the requirements of NI 43-101. The mineral
resource at the J Zone is estimated to be 291,000 tonnes grading 2.00% U3O8
containing 12,810,000 pounds of U3O8 (the Companys share, 7,686,000 pounds).
All of the mineral resource is classified as indicated and is reported above a
cutoff grade of 0.1% U3O8. In September, Denison also filed a new technical
report for the Mutanga project in Zambia following a request by the Ontario
Securities Commission. See Mineral Properties  Mutanga.

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Also in September, the Company commenced a takeover bid to
acquire all of the outstanding shares of Rockgate in exchange for Shares of
Denison (the Rockgate Offer). Pursuant to the Rockgate Offer, Rockgate
shareholders received 0.192 of a Share for each Rockgate share tendered. The
Rockgate Offer expired on December 6, 2013, with Denison having acquired
approximately 89.7% of the outstanding Rockgate shares. Immediately after the
expiry of the offer, Denison announced that it would acquire the remaining
Rockgate shares by plan of arrangement (the Rockgate Arrangement) at
the start of 2014. By December 31, 2013, an aggregate of 20,131,665 Shares were
issued in exchange for Rockgate shares tendered under the Rockgate Offer.

In December, Denison signed an option agreement for the Jasper
Lake property with Strateco Resources Inc. (Strateco). Under the
option, Denison granted Strateco the option to earn up to a 60% interest in the
Jasper Lake property, which is the amalgamation of four Denison properties
formerly known as Jasper Lake, Minor Bay, Ahenakew Lake and North Wedge, in the
eastern Athabasca Basin of Saskatchewan. This option was subsequently assigned
to SeqUr Exploration Inc. (SeqUr) in 2014.

By the end of 2013, Denison proved to be one of the most active
exploration companies in the Athabasca Basin. The Company completed 54,840
metres of diamond drilling, plus large programs of geophysical surveying and
line cutting on 14 properties in the Athabasca Basin. Denison reported several
high grade intersections at the Phoenix deposit on the Wheeler River property
including drill hole WR-525 which intersected 43.8% U3O8 over 12.0 metres for a
grade times thickness product (GT) of 525.6 %m, the highest GT
of any hole drilled to date on the Wheeler River property. Additionally, low
grade mineralization was intersected in a new area of interest on the Wheeler
River property, the 489 Zone.

2014In January, Denison acquired the remaining
10.3% of the outstanding shares of Rockgate by way of the Rockgate Arrangement,
making Rockgate a wholly owned subsidiary of the Company. Through the
acquisition of Rockgate, Denison added $15.3 million in cash and investments,
and bolstered the Companys African portfolio of assets by adding the 100% owned
Falea project located in Mali to the Companys portfolio of assets, in addition
to Rockgates 100% interests in other properties in Mali and Niger. Pursuant to
the Rockgate Offer and the Rockgate Arrangement, an aggregate total of
22,444,287 Shares were issued to Rockgate shareholders.

Also in January, Mr. Eun Ho Cheong, KEPCOs representative on
Denisons Board, resigned and was replaced by Mr. Tae Hwan Kim.

At the end of January, the Company amended and extended the
terms of its Credit Facility to January 31, 2015.

When the Company acquired the Dome project in Namibia through
the Fission Arrangement, it became a party to an earn-in agreement with Rio
Tinto Mining and Exploration Limited (Rio) pursuant to which Rio could have
earned a majority interest in the project over time. In March 2014, Rio
terminated its option to earn an interest in the project after having spent
approximately $1.5 million in exploration expenditures by the end of 2013.
Denison assumed operatorship at that time. Expenditures incurred by Rio also had
the effect of diluting another party with an interest in the Dome project to
10%. Denison now has a 90% interest in the project.

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Also in March, Denison announced the discovery of a new zone of
mineralization at Wheeler River, named the Gryphon zone. The discovery resulted
from an intersection of high grade, basement hosted uranium mineralization
returning 15.3% U3O8 over 4.0 metres in an area three kilometres northwest of
the Phoenix deposit. Shortly after its initial discovery, Denison announced a
second intersection of high grade, basement hosted uranium mineralization
returning 21.2% U3O8 over 4.5 metres. The Gryphon zone would become the focus of
further drilling for the balance of the year.

In June, Denison completed the acquisition of IEC, which
included IEC's uranium exploration assets in the eastern part of the Athabasca
Basin in Saskatchewan, consisting of a 30% interest in the Mann Lake property
and a 20% interest in Denison's Bachman Lake property. The acquisition of IEC
was completed by way of plan of arrangement (the "IEC Arrangement"). As a
result of the IEC Arrangement, Denison acquired all of the issued and
outstanding IEC shares that it did not already own, while certain non-Canadian
assets were spun out to a former subsidiary of IEC ("IEC Spinco"). Under
the IEC Arrangement, each IEC share was exchanged for 0.26 of a Denison Share,
one common share of IEC Spinco, and one-half of a IEC Spinco warrant to acquire
an additional IEC Spinco share at a price of $5.00 for six months. The expiry of
outstanding IEC stock options was extended to 90 days from closing and
outstanding warrants were automatically exchanged for warrants of Denison and
IEC Spinco.

Also in June, an updated mineral resource estimate for the
Phoenix deposit at the Wheeler River project was received from RPA Inc. which
was retained to independently estimate the mineral resources in accordance with
the requirements of NI 43-101. The total indicated mineral resource estimate
increased from 52,300,000 pounds of U3O8 to 70,200,000 pounds of U3O8 (the
Companys share, 42,100,000 pounds) based on 166,400 tonnes of mineralization at
an average grade of 19.13% U3O8. The total inferred mineral resource is now
estimated to be 1,100,000 pounds of U3O8 (the Companys share, 700,000 pounds)
based on 8,600 tonnes of mineralization with an average grade of 5.80% U3O8. See
Mineral Properties  Phoenix.

In August, Denison completed a private placement offering (the
2014 Offering) of 9,257,500 Shares, at a price of CAD$1.62 each, issued
on a flow-through basis under the Income Tax Act (Canada). The 2014
Offering raised aggregate gross proceeds for the Company of CAD$ 14,997,000,
which will fund its Canadian exploration programs through to the end of 2015.

Construction and commissioning activities continued at the
McClean Lake mill through the summer. In September, the McClean Lake mill was
officially restarted and leaching of McClean Lake ore slurry commenced. Ore from
the CLJV was introduced into the mill circuit towards the end of September,
leading to the production of the first packaged uranium from CLJV ore in October.
Production for 2014 amounted to approximately 344,000 pounds U3O8 for the CLJV

and approximately 112,000 pounds U3O8 (Denisons share, 25,000 pounds U3O8) for
the MLJV. The Companys share of toll milling revenues from processing Cigar Lake
ore at the McClean Lake mill during the fourth quarter of 2014 totaled $111,000.
See Denisons Operations  McClean Lake  Cigar Lake Toll Milling.

In November, Peter Longo joined Denison as Vice President,
Project Development with responsibility for advancing the Wheeler River project
to the next phase of development and working closely with ARC on the McClean,
Midwest and SABRE projects.

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During 2014, Denison continued to be one of the most active
exploration companies in the Athabasca Basin. The Company completed 52,300
metres of diamond drilling on properties that it operates and participated in an
additional 15,500 metres on joint ventures operated by others. A large amount of
geophysical surveying was also completed to ensure a continuous pipeline of
drilling targets is maintained.

Events this YearIn January, David Cates, formerly
Vice President Finance & Tax and Chief Financial Officer, was appointed
President and Chief Financial Officer of the Company. The appointment increased
the scope of the operational management responsibilities included in Mr. Cates'
portfolio of responsibilities.  Ron Hochstein continued as Chief Executive
Officer.

Also in January, Mr. Tae Hwan Kim, KEPCOs representative on
Denisons Board, resigned and was replaced by Mr. Joo Soo Park.

At the end of January, the Company extended its Credit Facility
to January 2016, increased the maximum credit provided under the facility to
CAD$24,000,000 and amended certain other provisions.

In February 2015, SeqUr notified the Company that it intends to
terminate its option to earn an interest in the Jasper Lake property.

The Uranium Industry

As a result of the Fukushima Daichii nuclear incident that
occurred in March 2011, nuclear reactor programs around the world were impacted
in varying degrees including the shutdown of all 54 reactors in Japan, the
planned phase out of nuclear power in Germany and the pause in nuclear plant
construction in China to reassess plant and safety system designs. The nuclear
industry is beginning to show signs of recovery however with the planned restart
of a limited number of reactors in Japan expected in 2015, the resumption of the
Chinese nuclear program, and the announcement of new build programs in the
United Kingdom and Saudi Arabia. Nuclear power is one of the few options
available to reduce carbon-dioxide emissions while providing or displacing other
forms of base load power generation.

Uranium prices over the past year fell to levels not seen since
2005. Uranium producers responded to some degree to the downturn in uranium
price with the shutdown, or scaling back, of production at numerous operations;
but production was still greater than demand, as suppliers continued to produce
and sell into higher-priced long term contracts.

Although uranium production is currently greater than demand,
the long term growth projections for the nuclear industry combined with the
depletion of uranium resources in operation today, means that new production
sources must be brought on stream, and higher uranium prices are necessary to
justify the construction of these facilities.

Uranium Demand The World Nuclear Association reports
that there are 437 nuclear reactors operable in 30 countries as of January 1,
2015. These reactors can generate 377.7 gigawatts of electricity and supply
approximately 11% of the world's electrical requirements. At the present time,
70 nuclear reactors are under construction in 14 countries with the principal
drivers of this expansion being China (27 reactors under construction), Russia
(9), India (6), South Korea (5) and the United States (5), which together have a
total of 52 reactors under construction. Based on the most recent statistics
from the World Nuclear Association, there are a total of 253 reactors that are
either under construction, or planned around the world.

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According to the International Energy Agencys World Energy
Outlook 2014 global nuclear power capacity is projected to increase by over
60%, from 377.7 gigawatts to over 620 gigawatts in 2040. Of the growth in
nuclear generation, China accounts for 45% while India, Korea and Russia
collectively make up a further 30%. Ux Consulting Company, LLC (UxCo),
in its Uranium Market Outlook  Q4 2014 (the Q4 Outlook), estimated
that, by 2030 uranium demand will grow to 266.0 million pounds U3O8 from 167.5
million pounds of U3O8 in 2014.

Primary Uranium SupplyDue to the falling uranium
price in 2014, uranium production declined year over year from 154.3 million
pounds U3O8 in 2013 to 146.0 million pounds in 2014, which is a reversal of the
increasing production trend seen over the past several years. For the period of
2004 to 2014, annual uranium production has increased from about 100.0 million
pounds U3O8 to 146.0 million lbs in 2014. The primary source of the increase has
been Kazakhstan, where production has increased from 9.7 million pounds in 2004
to 59.3 million pounds in 2014.

UxCo has estimated in its Q4 Outlook that existing mine
production plus new planned and potential mine production will increase primary
uranium supply from 146.0 million pounds U3O8 in 2014 to 187.9 million pounds
U3O8 in 2025. Kazahstan is expected to continue to be one of the principal
drivers for the increase in primary mine production and is projected to increase
production by about 8% between 2014 and 2025. Two major production centres are
projected to be Cigar Lake in Canada, which began production in 2014, and Husab
in Namibia, which is being built by a Chinese utility as a source of captive
supply and is projected to start production in 2016. For other projects to move
forward to meet the production forecasts, uranium prices will need to increase
appreciably to support their higher cost production profiles and the significant
capital expenditures that will be required.

Secondary Uranium SupplyPrimary mine production
supplies approximately 85% of current demand. The balance of demand is supplied
from secondary sources such as commercial inventories, reprocessing of spent
fuel, sales by uranium enrichers and inventories held by governments, in
particular the U.S. Department of Energy.

Excess commercial inventories, which were once one of the major
sources of secondary supplies during the period from the early 1970s to the
early 2000s, have largely been consumed; however, as a result of the shutdown of
the German nuclear program and the continued shut down of the Japanese nuclear
fleet, commercial inventories could become more of a factor. A larger source of
secondary supplies continues to be government inventories, particularly in the
U.S. and Russia. The disposition of these inventories may have a market impact
over the next 10 to 20 years, although, the rate and timing of this material
entering the market is uncertain.

Reprocessing of spent fuel is another source of secondary
supply but is expected to satisfy only 3% to 4% of demand. Expansion of this
secondary source would require major investments in facilities which could only
be supported by a significant increase in long-term uranium prices.

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UxCo expects that secondary sources of supply will fall from
2014 levels of 44.7 million pounds per year to 27.9 million pounds U3O8 per year
by 2025.

Uranium PricesNuclear utilities purchase uranium
primarily through long-term contracts. These contracts usually provide for
deliveries to begin two to four years after they are signed and provide for
delivery from four to ten years thereafter. In awarding medium- and long-term
contracts electric utilities consider, the producers uranium reserves, record
of performance and production cost profile, in addition to the commercial terms
offered. Prices are established by a number of methods, including base prices
adjusted by inflation indices, reference prices (generally spot price
indicators, but also long-term reference prices) and annual price negotiations.
Contracts may also contain annual volume flexibility, floor prices, ceiling
prices and other negotiated provisions. Under these contracts, the actual price
mechanisms are usually confidential.

Long-term demand is affected in a large part by utilities
uncovered requirements. Uncovered demand is projected to increase significantly
over the period of 2016 to 2018. UxCo estimates that uncovered demand in 2015 is
only 6.7 million pounds U3O8, but is expected to increase to 17.6 million pounds
U3O8 in 2016 and up to 49.4 million pounds in 2018, which should result in
increased contract activity in 2015 and into 2016.

The long-term price is published on a monthly basis and began
the year at $50.00 per pound U3O8. It declined to $44.00 per pound U3O8 at the
end of July 2014 and then rose to $49.00 per pound U3O8 at the end of the year.
Long term contracting volumes were up compared to 2013, but were still much
lower than those seen over the past ten years.

Electric utilities procure their remaining uranium requirements
through spot and near-term purchases from uranium producers, traders and other
suppliers. Historically, spot prices are more volatile than long-term prices.
The spot price began the year at $34.50 per pound U3O8. It rose to $35.50 per
pound U3O8 during the beginning of the year and then declined to $28.25 per
pound U3O8 by May 2014. The last time the uranium price was at these levels was
April, 2005. The spot price started to climb again later in the summer months
and ended 2014 at $35.50 per pound U3O8. The spot price continued to rise
steadily during the first two months of 2015 and was last quoted at $39.25 per
pound U3O8 on March 2, 2015.

CompetitionThe uranium industry is small compared to
other commodity industries, in particular other energy commodity industries.
Uranium demand is international in scope but supply is characterized by a
relatively small number of companies operating in only a few countries.
Production by four producers accounted for approximately 64% of the estimated
world production in 2014. In total nine producers represent 87.6% of the worlds
production. The industry is also geographically concentrated with about 73% of
the worlds production coming from only four countries: Kazakhstan, Canada,
Australia and Niger. Kazakhstan is the largest producer, with production of
approximately 41% of the total primary production in 2014.

Marketing UraniumDenison has historically sold its
uranium under a combination of long-term contracts and spot market sales. The
long-term contracts had a variety of pricing mechanisms, including fixed prices,
base prices adjusted by inflation indices and/or spot price or long-term
contract reference prices. Time of delivery during a year under long-term
contracts is at the discretion of the customer, so the Companys delivery
obligations would vary markedly from quarter to quarter. Spot sales are priced
at or near published industry spot prices.

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In June 2012, Denison sold its principle uranium production
source, the U.S. Mining Division. For the first six months of 2012,
approximately 77% of Denisons total sales volume was sold under long-term
contracts, with the remainder sold in the spot market. The long-term contracts
were also sold with the U.S. Mining Division and as a result, the Company
currently has no long-term contracts in place.

Denisons Operations

McClean LakeMcClean Lake is comprised of several
uranium deposits and a state of the art mill located on the eastern edge of the
Athabasca Basin in northern Saskatchewan, approximately 750 kilometres north of
Saskatoon. McClean Lake is owned by Denison (22.5%) and its joint venture
partners, ARC (70.0%) and OURD Canada Co., Ltd. (OURD) (7.5%) . ARC is
the operator/manager of the facility. Denison, ARC and OURD also jointly own the
nearby Midwest project, although ownership percentages are slightly different.
See Mineral Properties  Midwest. It is planned that the Midwest ore will be
milled at the McClean Lake mill.

Development of the McClean Lake project began in March 1995.
Construction and commissioning were completed in 1997. The JEB deposit was mined
out and the ore stockpiled. The JEB pit was then converted in 1999 into the JEB
Tailings Management Facility (TMF). The McClean Lake mill began
production of uranium concentrates in 1999, processing ore from the JEB deposit.
The first ore was fed to the mill on June 22, 1999 and commercial production was
achieved on November 1, 1999. The mill operated until the end of June 2010
producing approximately 49.9 million pounds U3O8 when it was placed on stand-by
due to a lack of ore.

In 2014 the McClean Lake mill re-commenced operations with the
delivery of ore shipments from the Cigar Lake Mine, owned by the CLJV and
operated by Cameco Corporation (Cameco).

McClean Lake Mill The McClean Lake mill is specially
designed and constructed to process high grade uranium ores in a
safe and environmentally responsible manner. The mill uses sulphuric acid and
hydrogen peroxide leaching and a solvent extraction recovery process to extract
and recover the uranium product from the ore. In addition to the mill facility,
other infrastructure on the site includes a sulphuric acid plant, a ferric
sulphate plant, an oxygen plant, an electricity transmission line tied into the
provincial power grid, a 14 megawatt back-up diesel power plant, warehouses,
shops, offices and living accommodations for site personnel. Mill facilities are
currently being expanded from a capacity of 13.0 million pounds U3O8 per year to
approximately 24.0 million pounds per year to enable processing of 100% of ore
production from the Cigar Lake mine. Construction of the expansion is expected
to be completed by the end of 2015 and is being fully funded by the CLJV.

In 2014 the McClean Lake mill re-commenced operations and
processed over 456,800 pounds of U3O8 with a 97.5% recovery rate. Re-start of the
mill proceeded smoothly with no significant production problems. Mill feed
consisted of a blend of Cigar Lake ores and stockpiled Sue B and SABRE ores. As
Cigar Lake production ramps up, it will displace McClean Lake ores allowing for
more consistent mill feed and eliminating operational challenges associated with
ore blending.

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Mining McClean Lake consists of nine known ore
deposits, five of which have been mined out with some of the ore still
stockpiled on the surface.

The first ore body, JEB, was mined from 1997 to 1999 and the
ore was stockpiled. Mining of the Sue C ore body was completed in February 2002,
and all of the ore was stockpiled on the surface. Mining was then suspended
until the third quarter of 2005 when mining began on the Sue A, Sue E and Sue B
deposits. Mining was completed at Sue A in the first quarter of 2006, at Sue E
in the first quarter of 2008 and at Sue B at the end of 2008. Exploration
activities for expansion of the known deposits and identification of new
deposits are ongoing. See Mineral Exploration  McClean Lake.

Low-grade special waste from the mining of the JEB, Sue C, Sue
A, Sue E and Sue B deposits has been disposed of in the mined-out Sue C pit. In
the future Cigar Lake special waste will also be disposed of in the Sue C pit.
By agreement between the CLJV and the  MLVJ, costs to upgrade the Sue Water Treatment Plant and costs to
dewater the Sue C pit for Cigar Lake special waste will be shared 50/50 between
the CLJV and the MLJV.

Operations The table below shows the operating
statistics for McClean Lake over the last five years.

2014
    
    
    2013
    
    
    2012
    
    
    2011
    
    
    2010Ore Milled (thousand tonnes)
    
    8.4
    
    
    -
    
    
    -
    
    
    -
    
    
    97Average Grade (% U3O8)
    
    2.85
    
    
    -
    
    
    -
    
    
    -
    
    
    0.80MLJV Production (thousand pounds
      U3O8)
    
    112.4
    
    
    -
    
    
    -
    
    
    -
    
    
    1,731Denisons share MLJV Production (thousand pounds
      U3O8)
    
    25.3
    
    
    -
    
    
    -
    
    
    -
    
    
    389Toll Mill Production (thousand pounds U3O8)
    
    344.4
    
    
    -
    
    
    -
    
    
    -
    
    
    -


During the first six months of 2010, the mill processed
stockpiled ore from the Sue E, Sue B, Sue A and McClean North deposits. The mill
stopped processing new ore feed at the end of June of 2010 and the final circuit
clean out was completed in October 2010. The mill was put on care and
maintenance through the remainder of 2010 and remained on care and maintenance
until resumption of operations in September 2014. The mill began processing a
blend Sue B and ore from the SABRE program and then began to blend in Cigar
Lake ores. The mill shut down in late December for a maintenance shutdown over
the Christmas period.

Approximately 90,700 tonnes of Sue B and SABRE (see Operations
- Surface Access Borehole Resource Extraction Mining Program) ore at an average
grade of 0.38% U3O8 remain on the stockpile.

For information pertaining to taxes and royalties, see
Government Regulation  Canadian Royalties and Government Regulation 
Canadian Income and Other Taxes.

Tailings Disposal The disposal of mill tailings in
an environmentally acceptable manner has led to advances in the design and
construction of new tailings management facilities. In the state-of-the-art TMF, tailings are deposited subaqueously in a paste form from a
barge. This procedure minimizes tailings segregation, eliminates concerns of
freezing and dust generation, and controls radiation and radon emissions from
the pond. This facility has been designed to receive tailings from processing
high-grade Midwest and Cigar Lake ores in addition to tailings from the McClean
Lake deposits.

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In 2013, the TMF Optimization project was completed, which
provides additional tailings capacity by increasing
the efficiency of the currently licensed tailings space. This project entailed
sloping of the TMF walls and placement of a bentonite liner and provides several
years of tailings capacity based on current projected throughputs. A second
project called the TMF Expansion is currently underway and when completed will
provide an additional 25 years of tailings capacity. This project entails
expanding the TMF above the currently licensed elevation and will require the
submittal of an amendment to the operating licence. The environmental,
engineering and licensing work are underway.

Property All of the surface facilities and the mine
sites are located on lands owned by the Province of Saskatchewan. The right to
use and occupy the lands was granted in a surface lease agreement with the
Province of Saskatchewan. The original surface lease agreement of 1991 was
replaced by a new agreement in 2002. This new surface lease is valid for a
period of 33 years. Obligations under the surface lease agreement primarily
relate to annual reporting regarding the status of the environment, land
development and progress made on northern employment and business development.
The McClean Lake surface lease covers an area of approximately 3,677 hectares.

Mill Licence The McClean Lake site is operated under
various permits, licences, leases and claims granted and renewed from time to
time, all of which are currently in good standing. On July 25, 2005, the CNSC
issued Mine Operating Licence, UMOL  MINEMILL  McCLEAN.02/2009 (the Mine
Operating Licence) for a four-year term which expired on May 30, 2009. In
September, 2008 ARC submitted the renewal application for a ten year licence to
operate the McClean Lake mill. On June 30, 2009, the CNSC renewed the Mine
Operating Licence for a period of eight years. In addition to renewal of all
previously licensed activities, the new licence authorizes mining of the McClean
North deposits using hydraulic borehole mining methods (SABRE) and included the
care and maintenance activities at the Midwest site. Consequently the CNSC
revoked the previous Midwest Uranium Site Preparation Licence. See Denisons
Operations - Midwest Project Development and Operations - Surface Access
Borehole Resource Extraction Mining Program.

Environmental The McClean Lake mill re-commenced
operation in 2014. During the year there were three reportable spills, all of
which were minor in nature and were successfully remediated with no impact to
the environment.

Cigar Lake Toll Milling In 2002, Denison and its
partners entered into an agreement with the CLJV to process Cigar Lake ore at
the McClean Lake mill. Pursuant to that agreement, all Cigar Lake ore was to be
leached at the McClean Lake mill with the pregnant aqueous solution being
divided between the McClean Lake and Rabbit Lake facilities for processing into
uranium concentrates. In order to process this Cigar Lake ore, an expansion of
the McClean Lake mill was required. The expansion and modifications of the
McClean Lake mill to raise its capacity to 13.0 million pounds U3O8 were
completed in 2008 and all costs were paid for by the CLJV.

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As a result of delays in the startup of Cigar Lake and the
exhaustion of permitted ore deposits at McClean Lake, the McClean Lake mill was
placed on stand-by at the end of June of 2010. Under the Cigar Lake toll milling
agreement, the CLJV funded virtually all of the McClean Lake stand-by costs. The
relative proportion of the stand-by costs paid by each party was calculated on
the basis of the percentage of mineral reserves between the McClean Lake and
Cigar Lake joint ventures.

In 2011, the CLJV and the MLJV agreed to amend the toll milling
agreement. Under the new milling arrangement, the McClean Lake operation is
expected to process and package 100% of the uranium produced from the Cigar Lake
mine. To accommodate the annual production of 18.0 million pounds U3O8 from the
CLJV, the mill is being expanded to an annual capacity of 24.0 million pounds
from the current licensed capacity of 13.0 million pounds. All costs for the
expansion of the McClean Lake mill and a portion of the TMF Optimization and TMF
Expansion (See Denisons Operations - McClean Lake - Tailings Disposal) are
paid for by the CLJV.

Surface Access Borehole Resource Extraction (SABRE) Mining
ProgramThe SABRE (previously known as the Mining Equipment Development)
program is developing a viable alternate mining method combining surface
drilling and borehole mining technology. The system is projected to have low
capital costs and a number of benefits including safety, ease of licensing and a
small environmental footprint.

Hydraulic borehole mining is a technique used to extract
materials through a small access borehole, typically less than one-half of a
metre in diameter, resulting in a very small disturbance to the surface. A
mining tool containing a high-pressure water jet nozzle is lowered through the
access borehole in the overburden and sandstone to the mineralized horizon. The
high-pressure water jet is used to cut or erode the mineral-bearing ore and
create a slurry, enlarging the hole to three to four metres in diameter. The
slurry is sent to surface using a slurry pump or an air lift system. On the
surface, through a series of vibrating screens and settling ponds, the water is
separated from the cuttings and returned back to the hole. Each mined out cavity
is backfilled after completion with a cemented mixture in the mineralized
horizon, and with unmineralized drill cuttings in the remainder of the hole
through the overlying sandstone and glacial overburden layers.

In 2012, a two hole test program was completed on the McClean
North deposit. Between 2007 and 2012, approximately 2,400 tonnes of ore was recovered
through various SABRE test mining programs, a portion of which was fed to the
mill in 2014. As of the end of 2014, there is approximately 534 tonnes of
SABRE ore yet to be processed at an average grade of 4.78% U3O8.

In 2013, further evaluation of the 2012 program results and the
initial planning for the next phases of the SABRE program were carried out,
including the preliminary evaluation of the application of SABRE for mining the
Midwest and Caribou deposits. After the completion of several significant
milestones in 2012 and 2013, a decision was made in late 2013 to suspend the
SABRE program in 2014 in response to the low uranium price environment. In 2015
SABRE activities will focus on upgrading down-hole sonar capabilities with the
objective of improving surveying of cavity dimensions and mining
performance.

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McClean Lake Underground Project An internal study
evaluating the feasibility of mining of the McClean North, Caribou and Sue D
deposits via conventional underground methods was completed in 2012.

The McClean North Deposits, discovered in the 1980s, consist
of a series of mineralized pods located approximately 165 metres below surface.
These deposits were included in the 1991 McClean Lake feasibility study and are
part of the approved 1991 McClean Lake Environmental Assessment. The Sue D
deposit, discovered in the 1990s, is located approximately 90 metres below
surface and the Caribou deposit, discovered in the 2000s, is located
approximately 110 metres below surface. For further descriptions of the McClean
North, Sue D and Caribou deposits see Mineral Deposits  McClean Lake.

Access to the deposits will be via a ramp from the existing SUE
B open pit. This access approach allows development to proceed through stable
ground conditions which positively affects costs, schedule and environmental
impacts. Underhand cut and fill mining method using pastefill as backfill is
planned to be employed to maximize recovery of the high value ore under poor
ground conditions. Water management is a critical aspect of the design which led
to the incorporation of a freeze wall surrounding the McClean North and Caribou
deposits. Production mining will be completed via mechanical excavation (i.e.
roadheader) due to the ore grades and the corresponding risk of high radiation
exposures in McClean North and Caribou deposits, whereas a traditional drill and
blast method will be used for Sue D. An average production rate of 270 tonnes
per day is expected.

Mining recovery of 95% and a mining dilution factor of 20% have
been assumed. The summary of the projected mine production by deposit is shown
in the following table.

Summary of Mine Production by Deposit

Ore Production
    Grade
  Minable Metal(1)Deposit
    (Tonnes)
    (%U3O8)
    (M lbs.
      U3O8)Sue D
    97,519
    0.99
    2.14McClean North
    204,326
    2.26
    10.19Caribou
    34,696
    2.05
    1.57Total
    336,541
    1.87
    13.90


Notes:(1) Minable metal is presented on a 100%
basis.

Mine ventilation will be provided by four vent raises from
surface excavated using blind boring or raiseboring methods. Mine dewatering
systems will be designed for 170% of anticipated inflows. A second independent
system of the same capacity is planned to be on stand-by and will have a design
capacity of 270% of the potential estimated uncontrolled water inflows. All mine
water will report to the Sue Water Treatment Plant. The nearby Sue C open pit
provides emergency water storage.

Ore will be transported to the existing JEB Mill where no
modifications are required to process the ore. Mill recoveries are predicted to
be in the 97% range. Tailings and waste will be disposed of in the existing TMF.
Construction of additional infrastructure is minimal due to the use of existing
facilities.

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The McClean North, Sue D and Caribou deposits are anticipated
to produce approximately 13.5 million pounds U3O8 over a five year mine life
following a three year development and construction period.

The 2012 internal study estimated the capital cost of the project at CAD$267.3
million and the mine, mill, site support, transport and other operating costs

at CAD$24.01 per pound U3O8.

A production decision has been deferred due to the low uranium
price environment.

MidwestThe Midwest project, owned 25.17% by
Denison, 69.16% by ARC and 5.67% by OURD, is host to two significant uranium
deposits: the Midwest deposit, discovered in 1978; and the Midwest A deposit,
which was discovered in 2004/2005.

Midwest is located approximately 15 kilometres from the McClean
Lake mill where the Midwest ore would be processed. See McClean Lake.



Deposits The Midwest deposit (see Mineral
Properties  Midwest) will be the first to be mined. Various studies since its
discovery in 1978 have examined the feasibility of mining by open pit,
underground and SABRE methods. Mining by open pit has been selected as the
currently preferred method.

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Following the significant increase in the price of uranium
starting in 2003, exploration resumed in an area about 3 kilometres northeast of
the Midwest deposit. This work led to the discovery of the Midwest A deposit as
well as a number of other significant mineralized zones. See Mineral
Exploration  Midwest.

Development In December 2005, the project
description for the development of the Midwest deposit was submitted to the
CNSC, the Environmental Assessment Branch of Saskatchewan Environment and the
Canadian Environmental Assessment Agency. This project description contemplated
the Midwest deposit being mined by open pit and a further expansion of the
McClean Lake mill.

The development of this deposit will involve draining the Mink
Arm of the South McMahon Lake to construct an open pit mine. Other deposits and
extensions located to the north, south and in the basement could be developed
once the pit nears completion. Ore from this deposit would be trucked over a
dedicated haul road to the McClean Lake mill.

In November 2007, the Midwest joint venture partners made a
formal production decision to proceed with development of the Midwest deposit.
The capital cost, including surface facilities, the water treatment plant, the
haul road and the related mill expansion, was estimated at approximately CAD$435
million. Expenditures were estimated to be as follows: CAD$75 million for the
water treatment plant, CAD$115 million for de-watering wells, CAD$100 million
for infrastructure, CAD$35 million for mobile equipment and maintenance
facilities, CAD$100 million for modification to the mill and CAD$10 million for
miscellaneous capital expenses.

In November 2008, the Midwest joint venture partners announced
that the development of the Midwest project would be delayed for an indefinite
period. The delay was the result of the global economic climate, delays and
uncertainties associated with the regulatory approval process, increasing
capital and operating costs and the depressed state of the uranium market. Based
on an update of the capital cost estimates completed in 2008, the capital cost
increased approximately 50% from the previous estimate of CAD$435 million. Efforts to optimize the project will continue, and the status of the project is expected to be reviewed every six months.

In September 2011, the final version of the Midwest Project
Environmental Impact Statement (EIS) was submitted to provincial and
federal governments. The Comprehensive Study Report was drafted by the CNSC and
circulated for federal, provincial and aboriginal review. In September 2012, the
Midwest EIS was approved.

The project has remained on care and maintenance throughout
2013 and 2014 and will remain on care and maintenance in 2015.

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Mineral PropertiesSteve Blower, P.Geo., the
Companys Vice President Exploration, who is a Qualified Person in accordance
with the requirements of NI 43-101, is responsible for the mineral resource
estimates for the Companys properties in Canada, Zambia, Mali and Namibia and
all disclosure of scientific or technical information concerning mineral
projects in those countries in this AIF.

Terry Wetz, P.E., the Executive Director of the GSJV, who is a
Qualified Person in accordance with the requirements of NI 43-101, is
responsible for the mineral resource estimates for the Companys properties in
Mongolia and all disclosure of scientific or technical information concerning
mineral projects in that country in this AIF.

Summary of Mineral Reserves and Mineral ResourcesThe following tables show the Company's estimate of mineral reserves and
mineral resources as of December 31, 2014. NI 43-101 requires mining companies
to disclose mineral reserve and resource estimates using the subcategories of
proven mineral reserves, probable mineral reserves, measured mineral resources,
indicated mineral resources and inferred mineral resources. Denison reports
mineral reserves and mineral resources separately.

Proven Mineral Reserve Estimates

Company100% Basis
    
    
    
    
    
    
    
    
    SharePounds of
    
    
    Pounds ofTonnes
    
    
    Grade
    
    
    U3O8
    
    
    U3O8Project/Deposit
    
    **(,000)**
    
    
    %
      U3O8
    
    
    **(,000)**
    
    
    **(,000)**McClean - Ore Stockpile
    
    90.7
    
    
    0.38
    
    
    761
    
    
    171


Measured Mineral Resource Estimates(1)(2)

Company100% Basis
    
    
    
    
    
    
    
    
    SharePounds of
    
    
    Pounds ofTonnes
    
    
    Grade
    
    
    U3O8
    
    
    U3O8Project/Deposit
    
    **(,000)**
    
    
    %
      U3O8
    
    
    **(,000)**
    
    
    **(,000)**Mutanga - Mutanga
    
    1,880.0
    
    
    0.048
    
    
    2,000
    
    
    2,000


|2014 ANNUAL
    INFORMATION FORM | 21
|-------------------------------- | --

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Indicated Mineral Resource Estimates(1)(2)

|                                  |  |            |  |  |              |  |  |            |  |  | Company    | 
|--------------------------------- |  | ---------- |  |  | ------------ |  |  | ---------- |  |  | ---------- | 
|                                  |  | 100% Basis |  |  |              |  |  |            |  |  | Share      | 
|                                  |  |            |  |  |              |  |  | Pounds of  |  |  | Pounds of  | 
|                                  |  | Tonnes     |  |  | Grade        |  |  | U3O8       |  |  | U3O8       | 
|Project/Deposit                   |  | **(,000)** |  |  | %
      U3O8 |  |  | **(,000)** |  |  | **(,000)** | 
|                                  |  |            |  |  |              |  |  |            |  |  |            | 
|McClean - Caribou                 |  | 39.5       |  |  | 3.13         |  |  | 2,700      |  |  | 600        | 
|McClean - Sue D                   |  | 122.8      |  |  | 1.05         |  |  | 2,800      |  |  | 600        | 
|McClean - McClean North           |  | 206.9      |  |  | 2.75         |  |  | 12,500     |  |  | 2,800      | 
|Midwest - Midwest(3)              |  | 354.0      |  |  | 5.50         |  |  | 42,900     |  |  | 10,800     | 
|Midwest - Midwest A               |  | 464.0      |  |  | 0.57         |  |  | 5,800      |  |  | 1,500      | 
|Wheeler - Phoenix                 |  | 166.4      |  |  | 19.13        |  |  | 70,200     |  |  | 42,100     | 
|Waterbury  J Zone                |  | 291.0      |  |  | 2.00         |  |  | 12,800     |  |  | 7,700      | 
|Mongolia - Hairhan                |  | 12,261.0   |  |  | 0.07         |  |  | 19,800     |  |  | 16,800     | 
|Mutanga - Mutanga                 |  | 8,400.0    |  |  | 0.031        |  |  | 5,800      |  |  | 5,800      | 
|Total Indicated Mineral Resources |  |            |  |  |              |  |  |            |  |  | 88,700     | 

Inferred Mineral Resource Estimates(1)(4)

|                                 |  |            |  |  |              |  |  |            |  |  | Company    | 
|-------------------------------- |  | ---------- |  |  | ------------ |  |  | ---------- |  |  | ---------- | 
|                                 |  | 100% Basis |  |  |              |  |  |            |  |  | Share      | 
|                                 |  |            |  |  |              |  |  | Pounds of  |  |  | Pounds of  | 
|                                 |  | Tonnes     |  |  | Grade        |  |  | U3O8       |  |  | U3O8       | 
|Project/Deposit                  |  | **(,000)** |  |  | %
      U3O8 |  |  | **(,000)** |  |  | **(,000)** | 
|                                 |  |            |  |  |              |  |  |            |  |  |            | 
|McClean - Sue E (5)              |  | 483.4      |  |  | 0.69         |  |  | 7,300      |  |  | 1,600      | 
|McClean - Sue D                  |  | 24.2       |  |  | 0.39         |  |  | 200        |  |  | 0          | 
|McClean - McClean North          |  | 3.3        |  |  | 0.79         |  |  | 100        |  |  | 0          | 
|Midwest - Midwest                |  | 25.0       |  |  | 0.80         |  |  | 400        |  |  | 100        | 
|Midwest - Midwest A              |  | 9.2        |  |  | 21.23        |  |  | 4,300      |  |  | 1,100      | 
|Wheeler - Phoenix                |  | 9.0        |  |  | 5.8          |  |  | 1,100      |  |  | 700        | 
|Mongolia - Hairhan               |  | 5,536.0    |  |  | 0.05         |  |  | 5,800      |  |  | 4,900      | 
|Mutanga - Mutanga                |  | 7,200.0    |  |  | 0.021        |  |  | 3,300      |  |  | 3,300      | 
|Mutanga - Dibwe                  |  | 17,000.0   |  |  | 0.023        |  |  | 9,000      |  |  | 9,000      | 
|Mutanga  Dibwe East             |  | 39,800.0   |  |  | 0.032        |  |  | 28,200     |  |  | 28,200     | 
|Mutanga - Mutanga Ext            |  | 500.0      |  |  | 0.034        |  |  | 400        |  |  | 400        | 
|Mutanga - Mutanga East           |  | 200.0      |  |  | 0.032        |  |  | 100        |  |  | 100        | 
|Mutanga - Mutanga West           |  | 500.0      |  |  | 0.034        |  |  | 400        |  |  | 400        | 
|Total Inferred Mineral Resources |  |            |  |  |              |  |  |            |  |  | 49,800     | 

|Notes:
|------
|(1)   
|(2)   

| |  | McClean Lake: | 0.10% | U3O8                                            
| | - | ------------- | ----- | ------------------------------------------------
| |  | Caribou:      | 0.35% | U3O8                                            
| |  | Midwest:      | 0.30% | U3O8                                            
| |  | Midwest A:    | 0.05% | eU (0.059% eU3O8)                               
| |  | Phoenix:      | 0.80% | U3O8                                            
| |  | J Zone:       | 0.10% | U3O8                                            
| |  | Mongolia:     | 0.02% | U (0.024% U3O8), minimum
      thickness of 2.0m
| |  | Mutanga:      | 0.01% | U3O8                                            

|(3) | The Company's share of the indicated mineral resources at
      Midwest also contains 4.35% nickel (8.55 million pounds) and 0.34% cobalt
      (0.68 million pounds).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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    INFORMATION FORM | 22
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|(4) | The inferred mineral resources were estimated at various
      cut-off grades. They are:
|--- | ----------------------------------------------------------------------------------------

| |  | McClean Lake:      | 0.10% | U3O8                                            
| | - | ------------------ | ----- | ------------------------------------------------
| |  | Midwest:           | 0.30% | U3O8                                            
| |  | Midwest A:         | 0.05% | eU (0.059% eU3O8)                               
| |  | Phoenix:           | 0.80% | U3O8                                            
| |  | Mongolia:          | 0.02% | U (0.024% U3O8), minimum
      thickness of 2.0m
| |  | Mutanga:           | 0.01% | U3O8                                            
| |   | Dibwe, Dibwe East: | 0.01% | U3O8                                            
| |  | Mutanga Extension  |       |                                                 
| |   | East and West:     | 0.02% | U3O8                                            

|(5) | The operator conducted confirmatory drilling on a portion
      of these mineral resources outside the designed pit and late in 2006
      submitted a preliminary analysis detailing an inferred mineral resource of
      2 million pounds on a 100% basis in this area, as compared to the 7.3
      million pounds that Scott Wilson Roscoe Postle Associates Inc. (Scott
      Wilson RPA) has estimated. Scott Wilson RPA has not re-estimated the
      mineral resource using the new drill information.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The mineral reserve and mineral resource information shown
above is as reported in the various technical reports prepared in accordance
with NI 43-101 and discussed in greater detail in this section of the AIF,
except summary information above on Denisons mineral reserve estimates was
prepared from the year-end stockpile survey reported by ARC, the operator of the
McClean Lake joint venture.

The tables below detail the changes to the
Companys mineral reserve and mineral resource estimates from the
financial year ended
December 31, 2013 to December 31, 2014.

Change to Denisons Share of Proven Mineral Reserves (in thousands of pounds U3O8)

|                        |                   | 2014        |                  
|----------------------- | ----------------- | ----------- | -----------------
|                        |                   | Additions   |                  
|Reserves                | December 31, 2013 | (Deletions) | December 31, 2014
|                        |                   |             |                  
|McClean  Ore Stockpile | 197               | (26.0)      | 171              

Change to Denisons Share of Mineral Resources(1)(2)(in thousands of pounds
U3O8)

|                  |              | 2014           |             
|----------------- | ------------ | -------------- | ------------
|                  | December 31, | Additions      | December 31,
|Resources         | 2013         | (Deletions)(3) | 2014        
|                  |              |                |             
|Wheeler - Phoenix |              |                |             
|Indicated         | 31,000       | 11,100         | 42,100      
|Inferred          | 4,600        | (3,900)        | 700         

|Notes:
|------
|(1)   
|(2)   
|(3)   

|2014 ANNUAL
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|-------------------------------- | --

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McClean LakeProperty Description and
Location The McClean Lake project is owned by Denison (22.5%) and its
joint venture partners, ARC (70.0%) and OURD (7.5%) . ARC is the
operator/manager of the project. Denison, ARC and OURD also jointly own the
nearby Midwest project. Mineralization mined at Midwest is planned to be milled
at McClean Lake.

The McClean Lake facility is located approximately 26
kilometres west of the Rabbit Lake mine and approximately 750 kilometres north
of Saskatoon.

The mineral property consists of four mineral leases covering
an area of 1,088 hectares and 13 mineral claims covering an area of 3,111
hectares. The right to mine the McClean Lake deposits was acquired under these
mineral leases, as renewed from time to time. Mineral leases are for terms of 10
years with the right to renew for successive 10-year periods provided that the
leaseholders are not in default pursuant to the terms of the lease. The terms of
the four mineral leases must be renewed between November 2015 and August 2016. A
mineral claim grants the holder the right to explore for minerals within the
claim lands and the right to apply for a mineral lease. Title to the mineral
claims is secure until at least 2023. It is expected that the leases will be
renewed in the normal course, as required, to enable all the McClean Lake
deposits to be fully exploited.

For additional information on mineral leases, mineral claims
and surface leases. See Government Regulation  Land Tenure.

The uranium produced from the McClean Lake deposits is subject
to a uranium mining royalty in Saskatchewan in accordance with Part III of The
Crown Mineral Royalty Regulations. See "Government Regulation - Canadian
Royalties. In addition, a royalty of 2% of the spot market price on all U3O8
produced from the Sue E deposit is payable to the previous owner of a portion of
the deposit.

Accessibility, Climate, Infrastructure and Physiography
Access to the McClean Lake site is by both road and air. Goods are
transported to the site by truck over an allweather road connecting with the
provincial highway system. Air transportation is provided through the Points
North airstrip about 25 kilometres from the project site.

The nearest permanent community is Wollaston Post, about 50
kilometres from the property. Workers commute to and from the site by aircraft
landing at Points North then by bus to the site. While at the site, workers
reside in permanent camp facilities. Personnel are recruited from the northern
communities and major population centres, such as Saskatoon, and normally work
one week on and one week off.

Site activities are carried out all year, despite the cold
weather during the winter months. Mean daily temperatures range from 25°C in
January to +15°C in July. The average length of the frostfree period is about
90 days.

Water for industrial activities is obtained from one of the
many lakes that surround the area. Electric power is obtained from the
provincial grid with standby power available as required.

|2014 ANNUAL
    INFORMATION FORM | 24
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All tailings from the McClean Lake processing facility are
deposited in the TMF. In addition, the TMF has been designed to receive tailings
from the processing of the highgrade Midwest and Cigar Lake ores.

The terrain at McClean Lake is typical of the Athabasca Basin
area with glacial drift features following northeastsouthwest trends to produce
sand and gravel ridges. These ridges are surrounded by lowlying ground which is
often water logged and dominated by muskeg. Small ponds and lakes cover over 25%
of the area. Jack pine and spruce, rarely more than 10 metres high, are the
predominant trees. Surface elevations range from 400 to 500 metres above sea
level.

History Canadian Occidental Petroleum Limited
("Canadian Oxy") began exploring for uranium in northern Saskatchewan in
1974 in the area between the Rabbit Lake deposit and the Midwest Lake area where
uraniferous boulder trains had been found previously. In April 1977, Canadian
Oxy entered into a joint venture agreement with Inco Limited. During a diamond
drilling program in 1977, one of the 47 drilled holes encountered encouraging
uranium mineralization. During the next two years, extensive exploration work,
including airborne geophysics, electromagnetic surveys and diamond drilling were
conducted.

Mineralization was discovered at McClean Lake (the McClean
North deposit) in January 1979 and follow up drilling later that year confirmed
the existence of significant unconformity type uranium mineralization.
Subsequent exploration resulted in the discovery in 1980 of the McClean South
zone and the JEB deposit in 1982. The Sue deposits were discovered between 1988
and 1991, and the Caribou deposit in 2002.

In 1993, the owners of the Midwest and McClean Lake projects
agreed to combine the two projects and develop them as a complementary
development. Ownership interests in the respective joint ventures were
interchanged, resulting in the Company acquiring a 22.5% interest in McClean
Lake.

Geological Setting The McClean Lake uranium deposits
lie near the eastern margin of the Athabasca Basin in the Churchill Structural
Province of the Canadian Shield. The bedrock geology of the area consists of
Precambrian gneisses unconformably overlain by flat lying, unmetamorphosed
sandstones and conglomerates of the Athabasca Group. The Precambrian basement
complex is composed of an overlying Aphebian aged supracrustal metasedimentary
unit infolded into the older Archean gneisses. The younger Helikian aged,
Athabasca sandstone was deposited onto this basement complex. The basement
surface is marked by a paleoweathered zone with lateritic characteristics
referred to as regolith.

Exploration Uranium mineralization at McClean North
was discovered in January 1979 following extensive airborne electromagnetic
surveying and drilling in the McClean Lake area. Further drilling led to the
discovery of the McClean South trend in 1980. In the late 1980s, further
airborne and ground geophysics, percussion and reconnaissance diamond drilling
and delineation diamond drilling were carried out on the McClean North deposits.

Following the discovery of the Sue A deposit in 1988, diamond
drilling was continued along the Sue trend leading to the discovery of the Sue E
deposit in late 1991; however, it did not undergo development drilling until
2001. Sue D was explored by diamond drilling from the surface from 1989 to 1992
with additional fill-in holes drilled between 1994 and 2001.

|2014 ANNUAL
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---

The Caribou deposit was discovered during a winter drilling
program in 2002.

Mineralization Excluding the JEB deposit, which was
mined out several years ago and which is now used as the TMF, the McClean Lake
mineral resources are located along two "trends" of mineralization, the
Sue trend and the McClean trend. The Caribou pod is a singular deposit at this
time.

The mineralized zones in the McClean trend occur as
sausageshaped pods straddling the unconformity between the Athabasca sandstones
and the crystalline basement. The high grade part of the mineralized pods
undulates from 13 metres above to 13 metres below the unconformity contact which
is, on average, at a depth of 160 metres below the surface in this area. The
host rocks for the mineralization are altered sandstones and Aphebian basement
rocks usually altered to clayrich rocks. There are 11 discrete pods, arranged
along two separate but parallel trends (termed the North and South zones)
separated by approximately 500 metres. Generally, mineralization in the basement
is at the eastern extremity of the combined zone. Uranium mineralization is
hosted in hematite altered clayrich zones in which illite forms massive layers.
Uranium occurs as finegrained coffinite, as veinlets and nodules of pitchblende
and as massive masses of pitchblende/uraninite. Highly variable but generally
small amounts of nickel arsenides are associated with the uranium.

The deposits of the Sue trend line up along the western flank
of the Collins Bay dome. These deposits trend north-south along or near a
steeply east-dipping unit of graphitic gneiss within a 4.2 kilometre long
basement conductor. Mining has been completed at Sue A, Sue B, Sue C and Sue E.
The Sue D deposit lies north of Sue E and south of the Sue C pit along the Sue
trend. Uranium mineralization is hosted by faulted/fractured brecciated and
altered graphitic paragneiss.

Caribou is an unconformity related deposit similar to such
deposits as Collins Bay and Midwest. The Caribou mineralization occurs at 110
metres below surface and consists primarily of uranium oxides (uraninite and
pitchblende) with a suite of nickel-cobalt arsenides in a clay-altered matrix
within the sandstones and fault breccias in the basement. The mineralization is
concentrated along the sub-Athabasca unconformity.

Drilling As of April 30, 1990, 416 diamond drill
holes totaling 81,800 metres had been drilled into the McClean North and McClean
South zones.

Sue D was explored by diamond drilling from surface from 1989
to 2001 with 70 holes totaling 13,395 metres drilled.

At Sue E, a total of 135 diamond drill holes have been cored
for a total of 23,757 metres. Drill spacing was at 10 metre centres on 12.5
metre lines on all of the above properties. Open pit mining was completed in
2008; however there are mineral resources south of the existing pit wall that
could be extracted by underground mining methods.

The Caribou deposit was explored in 2002 with the drilling of
44 diamond drill holes for a total of 7,022 metres. Holes were drilled on 12.5
-metre sections at a spacing of 5 metres.

|2014 ANNUAL
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---

Sampling and Analysis The following description
applies to all exploration on the McClean Lake property.

Following the completion of a drill hole, the hole is
radiometrically logged using a downhole slim-line gamma probe. The gamma-log
results provide an immediate equivalent uranium value (eU3O8%) for the hole,
which, except in high grade zones, is reasonably accurate. The gamma-log
results, however, have not been used for the purposes of estimating mineral
reserves.

Sample intervals are generally 500 millimetres long, except
where higher or lower grade mineralization boundaries fall within the interval.
In that case, two 250 millimetre samples are collected. Flank samples of 1.0
metre are always collected where mineralization is located. A background
geochemistry sample is collected every 10 metres down the hole.

All sampled core is split in half, one half retained and the
other sent to an independent laboratory. Lost core is not an issue at the
McClean project as core recovery has been good. Control samples are routinely
assayed with each batch of core samples analyzed.

The mineralization in the various McClean deposits is highly
variable in both mineralogy and uranium content. The principal minerals
identified in the deposits are pitchblende, uraninite and niccolite. As a result
of the highly variable uranium content, a variable density formula was developed
for the McClean deposits. This formula was modified over the years to account
for the fact that it originally tended to underestimate U3O8 content where the
U3O8 values were associated with high values of nickel and arsenic.

Security of Samples No opinion can be given
regarding security of samples in the mid to late 1970s and the late 1980s other
than to indicate that subsequent geological work and all metallurgical and
geotechnical work have confirmed the results. All procedures reviewed follow
generally accepted industry practice. A good demonstration of the reliability is
that JEB and the Sue deposits (A, B, C, and E) have been mined out and more
uranium has been recovered into stockpiles than had been estimated from surface
drilling.

Mineral Reserve and Mineral Resource Estimates
Estimation procedures have evolved over the years. At the time of the
feasibility study in 1990, polygonal methods were used for the JEB, the Sue A,
the Sue B, the Sue C deposits and for the McClean zones. Prior to the start of
mining at the JEB deposit, the mineral reserves were reevaluated using
computerized methods whereby block models were constructed and geostatistical
methods were implemented. Much more recently, these figures have been further
fine tuned using Whittle pit optimization software. Appropriate tests and audits
of the databases on all the McClean deposits have been carried out by qualified
Denison personnel. In the case of JEB, Sue C and Sue B, the amount of U3O8
recovered into stockpiles was higher than that estimated from surface drilling.

The Company received a technical report from Scott Wilson RPA.,
now RPA Inc., dated November 21, 2005, as revised February 16, 2006,on
its mineral reserves and mineral resources at certain of the deposits at McClean
Lake in which it has an interest entitled Technical Report on the Denison Mines
Inc. Uranium Properties, Saskatchewan, Canada (the McClean Technical
Report), a copy of which is available on the Companys profile on the SEDAR
website at www.sedar.com. Richard E. Routledge, M.Sc., P. Geo. and James
W. Hendry, P. Eng., are the independent Qualified Persons for the McClean
Technical Report for the purposes of the requirements of NI 43-101. The mineral
resource estimates for Caribou, as reported in the McClean Technical Report, are
as shown in Mineral Properties  Summary of Mineral Reserves and
Resources.

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---

In preparing the McClean Technical Report, Scott Wilson RPA
reviewed previous estimates of mineral reserves and mineral resources at the
applicable properties, and examined and analyzed data supporting the previous
estimates, as well as other available data regarding the properties, including
extensive information from ARC.

For the Sue E deposit, Scott Wilson RPA constructed a block
model using indicator kriging to both map out and geologically constrain
mineralized areas. A block that had at least one nearby composite within 10
metres of its centre, and that had composites from at least two different drill
holes in its search neighbourhood was classified as part of the indicated
mineral resource. The indicated mineral resource was evaluated by Scott Wilson
RPA using Whittle economic evaluation software showing that the Sue E pit
economics were robust and mineral reserves were estimated. Mining was completed
at the Sue E pit during 2008 recovering about 91% of the probable mineral
reserves estimated by Scott Wilson RPA. Scott Wilson RPA classified
approximately 7.3 million of the pounds outside the current pit as inferred
mineral resources. Confirmatory drilling in 2006 by the operator has indicated
that this may be reduced to 2.0 million pounds. Scott Wilson RPA has not
re-estimated the mineral resources based on this drilling. Denison anticipates
that underground mining methods could be used to extract this material.

The mineral resource estimate for the Caribou deposit is based
on a block model for which grade was interpolated using ordinary kriging. Since
there were no plans for the mining of this deposit at the date of the McClean
Technical Report, the economic potential was not evaluated and mineral reserves
were not estimated.

The Company received a technical report from Scott Wilson RPA
dated March 31, 2006 on its mineral resources at the Sue D deposit entitled
Technical Report on the Sue D Uranium Deposit Mineral Resource Estimate,
Saskatchewan, Canada (the Sue D Report), a copy of which is available
on the Companys profile on the SEDAR website at www.sedar.com. Richard
E. Routledge, M.Sc., P. Geo. and James W. Hendry, P. Eng., are the independent
Qualified Persons for the Sue D Report for the purposes of the requirements of
NI 43-101. Scott Wilson RPA carried out an independent mineral resource estimate
for Sue D by conventional 3-D computer block modeling. A minimum vertical mining
width of two metres was employed with a 0.1% U3O8 cut-off.

Due to the significant increase in the price of uranium from
2004 to 2006, Denison requested Scott Wilson RPA to re-evaluate the uranium
resources in the McClean North trend that are amenable to other methods of
mining. The original McClean Technical Report had only evaluated mineral
resources and mineral reserves of the high grade portions under the assumption
that they would be mined using a blind shaft mining method. The Company received
a technical report from Scott Wilson RPA dated January 31, 2007, on the mineral
reserves and resources at the McClean North uranium project entitled "Technical
Report on the McClean North Uranium Deposit Mineral Resource Estimate,
Saskatchewan, Canada" (the "McClean North Technical Report"), a copy of
which is available on the Companys profile on the SEDAR website at
www.sedar.com. Richard E. Routledge, M.Sc., P. Geo. is the independent
Qualified Person for the McClean North Technical Report for the purposes of the
requirements of NI 43-101.

|2014 ANNUAL
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The re-evaluation of McClean North was carried out by
conventional 3-D computer block modeling. Wire frames were constructed for each
of pods 1, 2 and 5. The estimate included internal dilution, but not external
dilution, and was carried out at a 0.1% U3O8 cut-off. This mineral resource
estimate is based entirely on diamond drill information. Block cell dimensions
were selected at 8 metre model grid east west x 5 metre model grid north south
and a 2 metre bench height or approximately 180 tonnes/block. Scott Wilson RPA
constructed a mineral resource wireframe based on kriging, and constructed a
special waste wireframe, that generally surrounds the mineral resource
wireframe, using similar kriging parameters but with larger search distances.
Subsequent to this report, the Company reviewed the block model and estimation
procedures and revised slightly the mineral resource estimate for the McClean
North deposit.

MidwestProperty Description and Location
The Midwest and Midwest A uranium deposits at the Midwest project are two of
several high-grade deposits at or near the contact between the basement complex
and the sandstone in the Athabasca Basin in northern Saskatchewan. Midwest is
owned by Denison (25.17%) and its joint venture partners, ARC (69.16%) and OURD
(5.67%) . ARC is the operator/manager. Denison, ARC and OURD are also the joint
venture partners in the McClean Lake joint venture and the owners of the McClean
Lake mill where the Midwest ore is planned to be milled.

The Midwest project is located near South McMahon Lake
approximately 15 kilometres from the McClean Lake mill. The site is
approximately 750 kilometres north of Saskatoon.

Since the completion of the underground test mine at the
Midwest deposit in 1988 and 1989, the site has been under an environmental
monitoring and site security surveillance program. At present, there is an
inactive water treatment plant, two water storage ponds and a core storage area
on the site and a dam in the Mink Arm of South McMahon Lake. All of the
facilities used in the test mine program and all of the existing surface
facilities are located on lands owned by the Province of Saskatchewan. The right
to use and occupy the lands was granted in a surface lease agreement with the
Province of Saskatchewan. The original surface lease agreement of 1988 was
replaced by a new agreement in 2002. This new surface lease is valid for a
period of 33 years. Obligations under the surface lease agreement primarily
relate to annual reporting regarding the status of the environment, the land
development and progress made on northern employment and business development.
The Midwest surface lease covers an area of approximately 646 hectares.

The mineral property consists of three contiguous mineral
leases covering an area of 1,426 hectares. The right to mine the Midwest deposit
was acquired under these mineral leases, as renewed from time to time. The
mineral leases are for terms of 10 years with the right to renew for successive
subsequent 10 year periods, provided that the leaseholders are not in default
pursuant to the terms of the lease. The term of one of the mineral leases
expires in December 2023 and the other two expire in December 2018. The
Company expects that the leases will be renewed in the normal course, as
required, to enable the Midwest deposit to be fully exploited.

For additional information on mineral leases and surface
leases, see Government Regulation  Land Tenure.

|2014 ANNUAL
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The uranium produced from the two Midwest deposits is subject
to a uranium mining royalty in Saskatchewan in accordance with Part III of The
Crown Mineral Royalty Regulations. See "Government Regulation - Canadian
Royalties. In addition, a portion of Denison's interest in the Midwest project
(i.e. 5.5% of the project reducing to 3.44% after payout) is subject to a
slidingscale, gross overriding royalty ranging from 2% to 4% payable to two
previous owners of a portion of the Midwest project.

Accessibility, Climate, Infrastructure and Physiography

Access to the Midwest project is by both road and air. Goods
are transported to the site by truck over an allweather road that connects to
the provincial highway system. Air transportation is provided through the Points
North airstrip approximately 4 kilometres from the project site. The nearest
permanent community is Wollaston Post, about 70 kilometres from the property on
the other side of Wollaston Lake.

Site activities are carried out all year despite the cold
weather during the winter months. Mean daily temperatures range from 25°C in
January to +15°C in July. The average length of the frostfree period is about
90 days.

Water for industrial activities is obtained from one of the
many lakes that surround the area. Electric power can be accessed from the
provincial grid through nearby Points North.

No tailings storage areas are expected to be required at
Midwest since it is planned that all Midwest ore will be transported to the
McClean Lake mill for processing, with all resulting tailings being disposed of
in McClean Lakes licensed TMF.

Surface facilities and infrastructure at the Midwest project
will consist of a water treatment plant and other facilities necessary to
support the mining operation and the ore shipment activities. Ample area for
these facilities is available on the existing surface lease.

The terrain at Midwest is typical of the Athabasca Basin area
with glacial drift features following northeast-southwest trends to produce sand
and gravel ridges. These ridges are surrounded by low lying ground which is
often water logged and dominated by muskeg. Over 25% of the area is covered by
small ponds and lakes. Jack pine and spruce, rarely more than 10 metres high,
are the predominant trees. Surface elevations range from 400 to 500 metres above
sea level.

History Initial exploration work in the vicinity of
the two Midwest deposits began in 1966. Canada Wide Mines Ltd., a subsidiary of
Esso Resources Canada Ltd., was operator of the project from 1968 to 1982. From
1968 to 1975, exploration was carried out on an exploration permit which
included the area covered by the current mineral leases. Most of the work was
concentrated on the area near South McMahon Lake where uranium mineralized
boulders were found. In 1974, the exploration permit was changed to mineral
leases.

During the winter season of 1977, one of the holes drilled
through the unconformity encountered mineralization. In January 1978, the
Midwest deposit was intersected by the first drill holes. During 1978 through
1980, a further 439 holes were drilled (for a total of about 650) to delineate
the deposit and to explore the surrounding area of the mineral leases.

In 1987, Denison acquired a 45% interest in the Midwest project
and became the operator. An underground test mine program was completed in 1989
which confirmed the results of the surface drilling program and identified a
high-grade mineral reserve containing 35.7 million pounds of U3O8 at an average
diluted grade of 4.5% U3O8, mineable by underground methods.

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In 1993, the respective owners of McClean Lake and Midwest
combined their interests to make one complementary project with one mill at
McClean Lake. In order to accomplish this, a portion of Denison's interest in
Midwest was exchanged for an interest in McClean Lake. This transaction,
together with several related ownership changes, resulted in Denison's ownership
interest in Midwest being reduced to 19.5% and Minatco, ARCs predecessor in
title, becoming the operator.

In 1999, Denison increased its interest in Midwest by 5.50%
through the exercise of first refusal rights. With the uncertainty of the timing
and costs of the Midwest development and the desire to eliminate the obligation
to pay advance and future royalties on production from Midwest, Denison
decreased its interest in Midwest from 25% to 19.96% effective March 31, 2001.
ARC, the operator/manager of Midwest, also reduced its interest from 70.5% to
54.84% for the same reason.

At the end of 2004, in order to take advantage of rapidly
increasing uranium prices, Denison again increased its interest at Midwest,
along with its joint venture partners, by buying the 20.70% interest in Midwest
then held by Redstone Resources Inc. This purchase permitted Denison to acquire
a further 5.21% interest in Midwest, bringing its interest to 25.17% . ARCs
interest increased to 69.16% and OURDs interest increased to 5.67%.

Exploration activities resumed in 2004 some three kilometres to
the northeast of the Midwest deposit to test ground around a historic hole MW338
that had returned an isolated intercept of 3.8 metres at 6.9% U3O8. Continuing
exploration identified the Midwest A deposit and several other mineralized
areas, including the Josie Zone, lying between the Midwest and the Midwest A
deposits.

Geological Setting The Midwest uranium deposits lie
near the eastern margin of the Athabasca Basin in the Churchill Structural
Province of the Canadian Shield. The bedrock geology of the area consists of
Precambrian gneisses unconformably overlain by flat lying, unmetamorphosed
sandstones and conglomerates of the Athabasca Group. The Precambrian basement
rocks are Aphebianaged, are termed the Wollaston Group, and are essentially
graphitic pelitic metasediments. These pelitic metasediments form a steeply
dipping syncline which trends northeast. The basement surface is marked by a
paleoweathered zone with lateritic characteristics referred to as regolith.

Exploration Initial work on the property was a
regional airborne geophysical survey, which located conductors below the
sandstone cover. Ground prospecting identified a radioactive boulder field, and
subsequent drill testing of the conductors located the mineralization in 1978.

After Denison acquired a 45% interest in the project and became
the operator in 1987, an underground exploration test mine program was initiated
at the Midwest deposit. From the fall of 1988 through April 1989, a 3.7 metre
diameter shaft was sunk to a depth of 185 metres on the west shore of the Mink
Arm of South McMahon Lake. From a depth of 170 metres, a crosscut was driven a
total of 180 metres east. At the end of the crosscut, a blind-hole boring rig
was installed to test the unconformity and related mineralization. Blindhole
boring of two 1.2 metre diameter holes through the mineralization was then
carried out.

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The two known uranium occurrences in the area (Midwest deposit
and Midwest A deposit) lie along a long resistivity low corresponding to a
conductor associated with the graphite-bearing gneissic units of the basement.
The other exploration tool of choice is rock geochemistry and clay mineralogy in
drill hole core samples, mostly to define alteration haloes in the overlying
Athabasca sandstone.

Mineralization The Midwest deposit is
sausageshaped, 215 metres long with two main pods of highgrade mineralization
separated by a 50 metre long section of low grade disseminated mineralization,
at a depth of approximately 200 metres below surface. The average width is 80
metres with a maximum of 128 metres. Thickness of the zone averages 10 metres
with a maximum of 30 metres. Overall, the deposit is high grade at 5.50% U3O8.
Nickel and arsenic average grades are high, at 4.35% and 5.3% respectively.

The Midwest deposit is representative of typical unconformity
style mineralization, whereby 99.5% of the resources are located at the basement
sandstone contact either in the basal conglomerate or in the upper basement
unit.

Locally, mineralized lenses occur along steep faults above and
below the main unconformity mineralization. These are termed "perched" and "deep
basement mineralization" respectively.

The Midwest A deposit is located at a depth of between 175 and
210 metres below the surface. It consists of several sub-parallel high-grade
mineralized zones. These zones are surrounded by low-grade remobilized and
clay-rich mineralization. The mineralized zones also exhibit structurally
controlled roots that extend as much as 70 metres beneath the unconformity.

Drilling Over 650 drill holes have tested the
Midwest property prior to 2004, of which 100 surface (and wedged extensions) and
three underground holes have been used for resource estimations. Eighty of these
are NQ diamond drill holes from the surface, 20 are PQ holes drilled for
metallurgical test work, and three are confirmation holes drilled from the
underground crosscut. All of the surface holes were geologically and
geotechnically logged and sampled by previous owners, while the underground
holes were logged and sampled by Denison.

Of the 103 holes used for estimation of the Midwest resources,
22 did not have downhole survey information and therefore were assumed to be
vertical. A statistical analysis carried out in 1982 indicated that at the 285
metre level, these supposedly vertical holes could have deviated by as much as
12 metres with an average of roughly five metres. Sensitivity studies have been
carried out and indicate that, if the block boundaries remain fixed, the
uncertainty in hole location for these 22 holes causes a fluctuation of 8% in
tonnes, 5% in metal content and 3% in grade.

The mineral resource estimate for Midwest A is based on 85 core
holes drilled between 2005 and 2007, as well as 29 vertical core holes drilled
in 1979 and 1980, and in 1989. Additional drilling has been carried out since
the date of the mineral resource estimate.

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Sampling and Analysis Due to the nature of the
mineralization, lost core is a significant issue. Lost core ranges between 0%
and 50%, with an average core loss of 33% for the drill holes included in the
mineral resource estimate for the Midwest deposit. The original owners initiated
a convention which is conservative and has withstood many audit procedures over
the years. The value assigned to lost core is the lowest assay of recovered
material from one of three samples. These samples are: (1) the sample within
which the lost core occurs; (2) the sample immediately above the one containing
the lost core; and, (3) the sample immediately below the one containing the lost
core.

Core recovery from the 2005 to 2007 Midwest A drilling was
substantially improved in relation to earlier drilling, with 86% overall core
recovery. The sections of poor core recovery occur with more frequency in the
sandstone just above the unconformity.

Geochemical rock samples from the 2005 to 2007 drilling were
shipped to and analysed by Saskatchewan Research Council Geoanalytical
Laboratories (SRC) in Saskatoon. Quality control procedures in place at
SRC include a systemic insertion of blanks, duplicates and standards.
Radiometric data are converted into % eU in a standard manner.

Security of Samples No opinion can be given
regarding security of samples by the previous owners in the mid to late 1970s,
other than to indicate that subsequent geological work, and all metallurgical
and geotechnical work, including the sinking of a shaft and a test mining
program in the late 1980s, have given no cause to doubt the veracity of the
samples from which the mineral resource estimations are based. The best
confirmation that proper security of samples was maintained is the previously
mentioned report on the assay data, where the assay data base was checked at two
external labs and found to contain an average variation of only 4% for values
greater than 0.5% U3O8.

No special security measures have been used for the core
samples from drilling since 2005. Samples were transported to the core shack and
logging facility in sealed, standard, wooden core boxes, where they were
photographed, logged, radiometrically scanned and, in some cases, split or
chipped. Bagged samples were shipped to SRC in plastic pails or metallic
containers.

Mineral Reserve and Mineral Resource Estimates From
June 1978 to October 1980, there were a total of 13 discrete "reserve
estimation" reports published on the Midwest deposit by the previous owners.

The Company retained Scott Wilson RPA to independently review
and audit its previously reported mineral reserves and resources in accordance
with the requirements of NI 43-101. The Company received a technical report from
Scott Wilson RPA dated June 1, 2005, revised on February 14, 2006, on its
mineral reserves and resources at the Midwest uranium project entitled
"Technical Report on the Midwest Uranium Deposit Mineral Resource and Mineral
Reserve Estimates, Saskatchewan, Canada" (the "Midwest Technical
Report"), a copy of which is available on the Companys profile on the SEDAR
website at www.sedar.com. Richard E. Routledge, M.Sc., P. Geo., James W.
Hendry, P. Eng. and Luke Evans, M.Sc., P. Eng. are the independent Qualified
Persons for the Midwest Technical Report for the purposes of the requirements of
NI 43-101.

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In preparing the Midwest Technical Report, Scott Wilson RPA
reviewed previous estimates of mineral reserves and mineral resources, and
examined and analyzed data supporting the previous estimates, as well as other
available data regarding the properties, including extensive information from
ARC. For the purpose of the economic analysis for determining open pit mineral
reserves for the deposit, Scott Wilson RPA used a 0.3% U3O8 mining cut-off,
mining costs based on previous actual operating experience at Sue C, historical
milling costs at the JEB mill and a uranium price of $23.20 per pound of U3O8.
Scott Wilson RPA constructed a block model based on a total of 265 surface drill
holes. Scott Wilson RPA adopted the ARC unconformity and sandstone
mineralization interpretation with some minor modifications. The total mineral
reserve in the Scott Wilson RPA estimate is approximately 24% greater than the
previously reported estimates due to the addition of the South Extension Zone
and increased U3O8 grade estimates due to the application of a density weighted
methodology. This block model was then used as the basis for evaluation of open
pit economics using an industry standard Whittle software analysis program. As a
result of increased costs and other economic factors, the Midwest mineral
reserves were reclassified to mineral resources in 2008 pending a decision to
proceed with the development of the Midwest deposit.

Midwest Mineral Resources(1)(2)(3)(4)(5)

|          |  |            |  |  |                    |  |  |                      |  |  | Company              | 
|--------- |  | ---------- |  |  | ------------------ |  |  | -------------------- |  |  | -------------------- | 
|          |  |            |  |  | 100% Basis         |  |  |                      |  |  | Share                | 
|Category  |  | Tonnes     |  |  | Grade              |  |  | Pounds of
      U3O8 |  |  | Pounds of
      U3O8 | 
|          |  | **(,000)** |  |  | **(%
      U3O8)** |  |  | **(,000)**           |  |  | **(,000)**           | 
|Indicated |  | 354.0      |  |  | 5.50               |  |  | 42,900               |  |  | 10,800               | 
|Inferred  |  | 25.0       |  |  | 0.80               |  |  | 400                  |  |  | 100                  | 

|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   
|(5)   

Geostat was retained to complete an independent technical
review of the Midwest A uranium deposit. Geostats review was carried out and a
report was prepared in compliance with the standards of NI 43-101. The Company
received Geostats report on the mineral resources of the Midwest A deposit,
dated January 31, 2008, entitled Technical Report on the Midwest A Uranium
Deposit of Saskatchewan, Canada (the Midwest A Technical Report), a
copy of which is available on the Companys profile on the SEDAR website at
www.sedar.com. Michel Dagbert, P. Eng is the independent Qualified Person
for the Midwest A Technical Report for the purposes of the requirements of NI
43-101.

In preparing the Midwest A Technical Report, Geostat delineated
mineralized envelopes on drill section planes at 25 metre intervals, mostly
based on equivalent uranium grades and a cut-off of 0.05% eU. As a general rule,
the mineralized shapes look simple on both extremities of the zone while they
seem to have a more complex geometry in the centre part of the zone. In that
centre part, a small high-grade pod is defined within the outline of the
mineralized zone itself around a few intercepts of significant length and
consistently showing high grades, generally above 10% eU.

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Once mineralized solids and the location and cut-off grades of
composites within those solids were defined, the next step was to fill the
solids with small blocks on a regular grid and interpolate the grade of each
block from the grades of composites close to the blocks. Blocks of the current
mineral resource model are 10 x 10 x 3 metres and they are oriented along the
strike of the deposit. The procedure used calculates the proportion of each
mineralized solid in each mineral resource block on the regular grid.
Altogether, 1,461 mineral resource blocks have some mineralized material with
proportions ranging from 0.6% to 100%, and an average of 47.6% .

Volumes of mineralized material of each solid, obtained by
adding block fractions, are reasonably close to the mineralized solid volumes.
For the low-grade solids, the interpolation of the uranium grade of the block
fraction in a given solid is done with ordinary kriging following search
conditions as defined by variography routines. With the above conditions, the
grade of all low-grade fractions in the 1,461 blocks can be interpolated. For
the high-grade solid (only 73 blocks with some fraction of that material from
0.2% to 49.2%), no local block grade interpolation was attempted. An 18% U fixed
value (reasonably close to the average composite grade of 18.6% U) has been
assigned to all block fractions. This approach corresponds to kriging with a
pure nugget effect variogram.

The mineral resource block model leads to mineral resource
estimates provided that volumes are converted into tonnages. Since at this time,
there are no density measurements from Midwest A core samples, densities used
are based on the density model defined for the nearby Midwest deposit. In this
model, fixed densities (from 2.24 to 2.34 tonnes per cubic metre) are assigned
to material in given uranium grade categories (from 0 to 6% U), and a fixed
density of 2.8 tonnes per cubic metre is used for the high-grade material.

Geostat classified the Midwest A mineral resources as follows:

Midwest A Mineral Resources(1)(2)(3)(4)

|          |  | 100% Basis |  |  |                    |  |  |                      |  |  | Company              | 
|--------- |  | ---------- |  |  | ------------------ |  |  | -------------------- |  |  | -------------------- | 
|          |  |            |  |  |                    |  |  |                      |  |  | Share                | 
|Category  |  | Tonnes     |  |  | Grade              |  |  | Pounds of
      U3O8 |  |  | Pounds of
      U3O8 | 
|          |  | **(,000)** |  |  | **(%
      U3O8)** |  |  | **(,000)**           |  |  | **(,000)**           | 
|Indicated |  | 464.0      |  |  | 0.57               |  |  | 5,800                |  |  | 1,500                | 
|Inferred  |  | 9.2        |  |  | 21.23              |  |  | 4,300                |  |  | 1,100                | 

|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   

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Other Midwest Information For taxes and royalties,
see Government Regulation  Canadian Royalties and Government Regulation 
Canadian Income and Other Taxes.

Wheeler River Property

Property Description and Location Denison has a 60%
interest in the Wheeler River Joint Venture consisting of 19 unsurveyed mineral
claims totaling 11,720 hectares in northern Saskatchewan. Denison has been the
operator since November 10, 2004. The other partners are Cameco (30%) and JCU
(Canada) Exploration Company, Limited ("JCU") (10%). There are no back-in
rights or royalties applicable to this property. There is an annual requirement
of CAD$0.3 million either in work or cash to maintain title to the mineral claims.
Based on previous work submitted and approved by the Province of Saskatchewan,
title is secure until 2035.

The Phoenix deposit lies within the Wheeler River property
located along the eastern edge of the Athabasca Basin in northern Saskatchewan
and is located approximately 35 km north-northeast of the Key Lake mill and 35
km southwest of the McArthur River uranium mine.

The map below shows the Wheeler River property and the location
of the Phoenix deposit.



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Accessibility, Climate, Local Resources, Infrastructure and
Physiography Access to the Phoenix deposit is by road or air from
Saskatoon. The Phoenix deposit is well located with respect to all-weather roads
and the provincial power grid. Vehicle access to the property is by the
provincial highway system to the Key Lake mill then by the ore haul road between
the Key Lake and McArthur River operations to the eastern part of the property.
An older access road, the Fox Lake Road, between Key Lake and McArthur River,
provides access to most of the northwestern side of the property. Gravel and
sand roads and drill trails provide access by either four-wheel-drive or
all-terrain-vehicle to the rest of the property.

The climate is typical of the continental sub-arctic region of
northern Saskatchewan, with temperatures ranging from +32°C in summer to -45°C
in winter. Winters are long and cold, with mean monthly temperatures below
freezing for seven months of the year. Winter snow pack averages 70 cm to 90 cm.
Freezing of surrounding lakes, in most years, begins in November and breakup
occurs around the middle of May. The average frost-free period is approximately
90 days. Field-operations are possible year round with the exception of
limitations imposed by lakes and swamps and the periods of break-up and
freeze-up.

Average annual total precipitation for the region is
approximately 450 mm, of which 70% falls as rain, with more than half occurring
from June to September. Snow may occur in all months but rarely falls in July or
August. The prevailing wind direction is from the west with a mean speed of 12
km/hr.

La Ronge, roughly 170 km south of the project, is the nearest
commercial/urban centre where most exploration supplies and services can be
obtained. The operating Key Lake mill complex is approximately 35 km southwest
of the property. Personnel working on the project commute from a number of
designated communities by air.

Field operations are currently conducted from Denison's Wheeler
River camp, three kilometres due southwest of the Phoenix deposit. The camp
provides accommodations for up to 35 exploration personnel. Fuel and
miscellaneous supplies are stored in existing warehouse and tank facilities at
the camp. The site generates its own power. Abundant water is available from the
numerous lakes and rivers in the area.

The property is characterized by a relatively flat till plain
with elevations ranging from 477 metres to 490 metres above sea level.
Throughout the area, there is a distinctive north-easterly trend to landforms
resulting from the passage of glacial ice from the northeast to the southwest.
The topography and vegetation at the Phoenix deposit are typical of the taiga
forested land common to the Athabasca Basin area of northern Saskatchewan. The
area is covered with between 30 metres to 50 metres of overburden. The terrain
is gently rolling and characterized by forested sand and dunes. Vegetation is
dominated by black spruce and jack pine, with occasional small stands of white
birches occurring in more productive and well-drained areas. Productive lichen
growth is common to this boreal landscape mostly associated with mature
coniferous stands and bogs.

History The Wheeler River property was staked on
July 6, 1977, due to its proximity to the Key Lake uranium discoveries, and was
vended into an agreement on December 28, 1978 between AGIP Canada Ltd., E&B
Explorations Ltd. and Saskatchewan Mining Development Corporation, with each
holding a one-third interest. On July 31, 1984, each party divested a 13.3%
interest and allowed Denison Mines Limited, a predecessor company to Denison, to
earn in to a 40% interest.

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In late 2004, Denison entered into an agreement to earn a
further 20% interest by expending CAD$7,000,000 within six years. At that time,
Denison became the project operator. In 2007, when the earn-in obligations were
completed, the participating interests were: Denison, 60%; Cameco, 30%; and JCU,
10%.

The former operator, Cameco, had identified a major geological
unit termed the "quartzite ridge" and had noted extensive dravite (boron)
alteration in the overlying sandstones. Cameco discovered several uranium
mineralized intercepts that occurred in a variety of geological settings
throughout the property.

During the initial years of its option, Denison targeted the
west area, or footwall side of the quartzite ridge. In 2007, Denison completed a
major DC resistivity survey to the north of an earlier Cameco 2003 resistivity
survey. Interpretation of the 2007 resistivity survey lead to the recommendation
for drilling three holes to test two separate resistivity lows, both interpreted
to represent "alteration chimneys" within the Athabasca sandstone.

In the summer of 2008, as a direct result of the 2007 DC
resistivity survey along the hanging wall of the quartzite ridge, two drill
holes were located 600 metres apart along the same low resistivity trend. This
drilling intersected a zone of characteristic sandstone alteration and uranium
mineralization linked to unconformity-associated uranium deposits. All drill
holes during the summer of 2008 intersected either uranium mineralization or
very strong alteration close to mineralization.

Subsequent drill programs conducted during 2009 and 2010
established significant milestones in the advancement of the project in terms of
demonstrating continuity and extending the mineralized zone for a strike length
of greater than 900 metres. An initial mineral resource estimate was completed
at the end of 2010. Aggressive drill programs in 2011 and 2012 successfully
added additional mineral resources. In 2013, drilling was completed at the
Phoenix deposit, but a large portion of the 2013 Wheeler River drilling program
was also allocated to exploration of several other target areas on the
property.

Some additional infill drilling was completed at the Phoenix
deposit in early 2014, and this work was successful in extending some high grade
mineralization into areas previously modeled as low grade. These results,
combined with results from 2013 were the catalyst for an updated mineral
resource estimate for the Phoenix deposit in June, 2014.

Geological Setting The Phoenix deposit is an
unconformity-type uranium deposit lying along the eastern flank of the Athabasca
Basin where undeformed, late Paleoproterozoic to Mesoproterozoic sandstones,
conglomerates, and mudstones of the Athabasca Group unconformably overlie early
Paleoproterozoic and Archean crystalline basement rocks. The local geology of
the Phoenix deposit is consistent with the regional geology.

Uranium mineralization at the Phoenix deposit is of the
unconformity-type, associated with the sub-Athabasca unconformity. These are
generally interpreted to result from interaction of hydrothermal fluids at the
intersection of local and regional faults with the unconformity. Two styles of
mineralization have been traced over a strike length of 900+ metres along the
Phoenix deposit. These are:

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| | a) | Unconformity-hosted uranium mineralization: This is the
      most widespread and dominant style of mineralization identified to date
      and the basis for the mineral resource estimate. Mineralization forms as a
      sub-horizontal elongate lens that is developed in the lowermost Athabasca
      sandstone from 390 metre to 420 metre depths immediately above the
      sub-Athabasca unconformity, or straddling the unconformity and extending
      downward for several metres into the underlying basement Proterozoic
      Wollaston Group metasedimentary rocks. In some instances, the main
      mineralized zone is comprised of one to three (1-3 metre) thin, stacked
      zones. Uranium mineralization is spatially (and likely genetically)
      related to a northeast-southwest trending (55o azimuth) fault that dips
      55o to the southeast. The structure has been named the WS fault.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Mineralization is monomineralic uranium as
      uraninite/pitchblende and may have some relationship to the extensions of
      the WS fault and its various hanging wall splays; hence, movement on these
      faults is interpreted to have continued after deposition of the lower
      members of the Manitou Fall Formation of the Athabasca Group. The WS fault
      and its hanging wall splays may have been the main conduit for the
      mineralizing fluids. Values of all accompanying metals are low,
      particularly in comparison with several other Athabasca Basin
      sandstone-hosted deposits, which can have very high nickel, cobalt, and
      arsenic grades.                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Mineralization is associated with extensive clay
      alteration and varying degrees of silicification and desilicification
      which affects densities of the lower sandstone. The principal clay
      minerals are illite, chlorite, kaolinite, and dravite, with alteration
      focused along structures propagating upward from the WS fault and
      associated splays, and probably does not exceed 100 metres width across
      strike, making this a relatively narrow target. The basement in the
      northeast part of the Phoenix deposit is much more extensively bleached
      and clay altered than that to the southwest.                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | b) | Basement-hosted mineralization: This is the second type
      of mineralization, occurring along several portions of the Phoenix
      deposit. Basement hosted mineralization is developed as steeply dipping,
      discontinuous, thin (1-3 metre thick), parallel to sub- parallel zones
      along fractures associated with the WS fault for up to 20 metres below the
      sub-Athabasca unconformity, and vertically below the unconformity-hosted
      mineralization.                                                                                                                                                                                                                                                                                                                                                                                                                                             

Exploration, Drilling, Sampling and Analysis Since
the discovery of Key Lake in 1975-1976, the Key Lake exploration model has
emphasized the occurrence of uranium mineralization proximal to the
sub-Athabasca unconformity at locations where graphitic pelite units in the
basement meet the basal Athabasca sandstone.The graphitic pelite units are
commonly intensely sheared in contrast to the physically more competent rock
types that include non-graphitic pelite, semi-pelite, psammite, meta-arkose, or
granite gneiss. Airborne and ground electromagnetic systems are commonly used to
map conductive graphitic pelite units versus the relatively resistive and
non-conductive quartz-feldspathic rock types.

However, since the discovery of the McArthur River deposit in
1988, the McArthur River exploration model has emphasized a different
association of uranium mineralization and rock type. At McArthur River, one of
the most significant rock types in the basement succession is a massive,
homogenous, and competent quartzite. Mechanically, particularly compared to the
adjacent layered members of the basement stratigraphy, the quartzite is
extremely strong, and thus exerts an important control both in basement and
post-Athabasca sandstone structural evolution. Both the footwall and hanging
wall contacts of the quartzite unit, particularly if these contacts involve
highly incompetent rocks such as graphitic pelite, become sites of major thrust,
reverse, and strike-slip faults. Although these faults are loci for
mineralization; the poor conductivity, low magnetic susceptibilities and
specific gravity (density) values associated with the quartzite, as well as
other quartz-feldspathic rocks, limits the effectiveness of airborne and ground
geophysical methods in mapping these basement units. This is particularly so
when they are covered by hundreds of metres of sandstone. Alteration haloes are
typically larger than the deposit footprints, and are characterized by changes
in mineralogy and major and trace elements. Therefore, lithogeochemistry of
drill core samples is also an important exploration method.

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During the period 1978 through 2006, the operator of the joint
venture conducted several small regional campaigns of drill testing geophysical
anomalies (electromagnetic conductors) located by airborne and ground
geophysical surveys over the general Phoenix deposit area. During 2009, three
drill programs were carried out, each of which established significant
milestones in the advancement of the project. During the winter program, the
first indications of significant mineralization came from Hole WR-258, which
returned 11.2% U3O8 over 5.5 metres from a depth of 397 metres. The summer drill
program continued to test the discovery, with hole WR-273 returning a value of
62.6% U3O8 over 6.0 metres at a depth of 405 metres. Mineralization was
monomineralic pitchblende with very low concentrations of accessory minerals.
Most of the mineralization occurs as a horizontal sheet at the sub-Athabasca
unconformity where it meets a graphitic pelite unit in the basement. A further
drill program in the fall of 2009 established continuity in this high-grade
mineralized zone and extended the mineralized zone as a possibly continuous unit
for a strike length of greater than one kilometre.

Denison geologists collect a suite of samples from each drill
hole for determining the content and distribution of trace elements, uranium,
and clay minerals (alteration). Denison obtains assays for all the cored
sections through mineralized intervals. All samples for assay or geochemical
species determination are sent to SRC in Saskatoon.

Several types of samples are collected routinely from drill
core at Phoenix. These include:

| | systematic composite geochemical samples of
      both Athabasca sandstone and metamorphic basement rocks to characterize
      clay alteration and geochemical zoning associated with mineralization;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                       
| | selective grab samples and split-core intervals
      for geochemical quantification of geologically-interesting material and
      mineralized material, respectively;                               
|  |                                                                                                                                                                                                       
| | samples collected for determination of specific
      gravity; and                                                                                                                                    
|  |                                                                                                                                                                                                       
| | non-geochemical samples for determination of
      mineralogy to assess alteration patterns, lithology types and
      mineralization characteristics.                                                

Selective samples form a quantitative assessment of
mineralization grade and associated elemental abundances, while the systematic
and mineralogical samples are collected mainly for exploration purposes to
determine patterns applicable to mineral exploration. These sampling types and
approaches are typical for uranium exploration and definition drilling programs
in the Athabasca Basin.

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For additional information on the protocols used by Denison and
its consultants in the drilling, sampling and analysis of the Phoenix deposit,
see Mineral Exploration - Quality Assurance and Quality Control Procedures and
Protocols  Athabasca Basin.

MineralizationThe Phoenix deposit is located at a
depth of approximately 400 metres below the surface. Mineralization is
monomineralic uranium as uraninite/pitchblende. Values of all accompanying
metals are low, particularly in comparison with other Athabasca uranium
deposits, which can have very high values of nickel, cobalt and arsenic.

Mineralization and alteration has been traced over a strike
length of approximately 900 metres. Since the discovery hole WR-249 was drilled
in 2008, two zones (Zones A and B) of high-grade mineralization have been
delineated along with two other zones of less well developed mineralization
(Zones C and D) which are also less explored.

Hydrothermal alteration around Phoenix is similar to other
Athabasca Basin deposits. The sandstones are altered for as much as 200 metres
above the unconformity, and exhibit varying degrees of silicification and
desilicification (which causes many technical drilling problems), as well as
dravitization, chloritization, and illitization. In addition, hydrothermal
hematite and druzy quartz are present in the sandstone and often in the basement
rocks. Alteration is focused along structures, propagating upward from the WS
fault and associated splays, and probably does not exceed 100 metres width
across strike, making this a relatively narrow target. The basement in the
northeast part of the Phoenix deposit is much more extensively bleached and clay
altered than that to the southwest.

Security of Samples Drill core samples are collected
and processed at Denisons Wheeler River camp facility located on the property,
which is off limits to outsiders. Samples are logged, split, bagged and stored
in pails by Denison staff at the core preparation facility. Because the
mineralized drill cores are classified as hazardous materials and are regulated
under requirements governing the transport of dangerous goods, Denison staff
have been trained in the proper handling and transport of the cores and deliver
them from the core facility directly to the SRC facilities without outside
contact.

SRC considers customer confidentiality and security of utmost
importance and takes appropriate steps to protect the integrity of sample
processing at all stages from sample storage and handling to transmission of
results. All electronic information is password protected and backed up on a
daily basis. Electronic results are transmitted with additional security
features. Access to SRCs laboratories is restricted by an electronic security
system. The facilities at the main lab are regularly patrolled by security
guards 24 hours a day.

After the analyses are completed, analytical data are securely
sent using electronic transmission of the results, by SRC to Denison. The
electronic results are secured using WINZIP encryption and password protection.
These results are provided as a series of Adobe PDF files containing the
official analytical results and a Microsoft Excel spreadsheet file containing
only the analytical results.

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Mineral Resource Estimate

Denison completed an updated mineral resource estimate for the
Phoenix deposit in June, 2014. Denison retained RPA, Inc. to independently
review and audit the estimate and prepare a technical report in accordance with
the requirements of NI 43-101 on the project. The Company subsequently received
the report entitled Technical Report on a Mineral Resource Update for the
Phoenix Uranium Deposit dated June 17, 2014 (the Phoenix Report). A
copy of this report is available on the Companys profile on the SEDAR website
at www.sedar.com. William E. Roscoe, Ph.D, P. Eng., is the independent Qualified
Person for the Phoenix Report for the purposes of the requirements of NI
43-101.

The updated Phoenix mineral resource estimate is as follows:

Phoenix Mineral Resources(1)(2)(3)(5)

Tonnes
    Grade
    lbsU3O8(,000)
    lbs U3O8(,000)Category
    (100% Basis)
    (% U3O8 )
    (100% Basis)
    Companys Share(4)Indicated
    166,000
    19.13
    70,200
    42,100Inferred
    9,000
    5.8
    1,100
    700


|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   
|(5)   

This mineral resource estimate was carried out on a mix of
chemical and radiometric probe data. Although there is a correlation between
data, the probe grades tended to be lower than chemical grades and are only used
when the drill hole had less than 80% core recovery. Less than 20% of the grade
data used in the mineral resource estimate was radiometric probe data.

Waterbury Lake

Property Description and LocationThe Waterbury Lake
property is located in northern Saskatchewan and is jointly owned by Denison (60
%) and Korea Waterbury Uranium Limited Partnership (KWULP) (40 %), a
consortium of investors in which KEPCO is included. The Limited Partnership
between Denison and KWULP is referred to as the Waterbury Lake Uranium Limited
Partnership (WLULP). Denison acquired its 60% interest in the WLULP
through the Fission Arrangement in 2013.

Waterbury Lake is a 40,256 hectare collection of 13 irregularly
shaped contiguous claims and one separate claim in the eastern Athabasca Basin
of northern Saskatchewan, Canada. The property is located approximately 12 km
north of Points North Landing and 700 km northeast of Saskatoon,
Saskatchewan.

There are no known environmental liabilities associated with
Waterbury Lake, and there are no other significant factors and risks that may
affect access, title, or the right or ability to perform work on the property.

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All the necessary permits for surface exploration on the
property are in place and current. Activities on the project property to date
have been limited to resource delineation and gathering of environmental
baseline data. The environmental liabilities associated with these activities
are consistent with low impact exploration activities. The mitigation measures
associated with these impacts are accounted for within the current surface
exploration permits and authorizations.

Accessibility, Climate, Local Resources, Infrastructure and
Physiography The Waterbury Lake project can be accessed year round by
taking Saskatchewan provincial Highway 102 to Southend from La Ronge, then
Highway 905 to Points North, which is a privately owned service centre with an
airstrip and accommodations available. The nearest community is Wollaston Lake,
57 km directly south east of Points North. During summer drilling campaigns the
core camp is most commonly accessed by helicopter based out of Points North. An
all season secondary road exists from Highway 905 to the Midwest deposit dam
from which a motor boat can be used to access the camp during the summer months.
During the winter months the core camp can be easily reached by 4x4 truck using
a secondary road that runs north east along Fission claim S-107367 to an ice
road which crosses McMahon Lake.

Waterbury Lake lies in a sub-arctic climate region. Winters are
generally extremely cold and dry with temperatures regularly dropping below -30°
C. The cold temperatures allow for a sufficient ice thickness to support a drill
rig generally from mid-January to mid-April. Temperatures in the summer can vary
widely with yearly maxima of around 30° C often recorded in late July.

The project area is characterized by gently rolling relief
covered by thinly wooded boreal forest. Numerous lakes and ponds generally show
a north-easterly elongation imparted by the last glaciation. Broad zones of
muskeg are present at low elevations around many of the local lakes. McMahon
Lake is one of the largest lakes in the immediate project area and it overlies
the J Zone deposit as well as the Midwest and Roughrider deposits. Vegetation is
predominantly thinly distributed black spruce, alder and jack pine with lesser
birch, while ground cover comprises mostly reindeer lichen and Labrador tea.

History Strathmore Minerals Corp.
(Strathmore) acquired a 100% interest in the 13 mineral claims located
in Saskatchewan in 2004. During 2007, Strathmore spun out all of their Canadian
assets, including Waterburys 13 mineral claims into a new company, being
Fission. In 2008, an earn-in agreement was signed with the KWULP, whereby
Fission granted KWULP the exclusive rights to earn up to a 50% interest in the
Waterbury Lake property by funding CAD$14 million of expenditures on or before
January 30, 2011. Additionally, Fission retained an overriding royalty interest
in the property of 2% of net smelter returns. On April 29, 2010, KWULP had fully
funded its CAD$14 million of expenditures and consequently earned a 50% interest
in the property.

The earn-in agreement required that on completion of the
earn-in period, the joint venture parties agree to form a jointly control
limited partnership to hold the property and on August 16, 2010 the WLULP
agreement was signed, superseding the original earn-in agreement. WLULP was
officially formed December 30, 2010. Fission had 12 months from the completion
of the earn-in agreement during which time it could acquire an additional 10%
interest in WLULP for CAD$6 million. On April 12, 2011, Fission exercised its
back-in option by paying KWULP CAD$6 million, bringing its interest up to
60%.

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The WLULP agreement required that Fission and its partners
spend a total of CAD$30 million for exploration and evaluation costs over the
next three years, according to their interest in WLULP. The winter 2013 program
completed the budgeted three year exploration program. Fission was appointed
operator for WLULP.

Exploration Uranium exploration has been undertaken
on the Waterbury Lake property for over 40 years. Numerous and varied programs
have been carried out on different portions of the property, including diamond
drill campaigns, airborne and ground geophysics, boulder sampling and
prospecting.

Airborne radiometric, magnetic and electromagnetic (EM) surveys
as well as a hydrogeochemical survey were conducted on Waterbury Lake as early
as 1969. Cogema acquired properties in the Waterbury and Henday Lake areas
during the late 1980s and carried out an extensive exploration program involving
geological mapping, sampling, drilling and geophysical surveys. The latter
included airborne EM and magnetic surveys, and ground VLF-EM and gravity
surveys.

Following-up on work done by Cogema up until the early 1990s,
Cameco acquired properties in the Waterbury and McMahon Lakes area and initially
completed geological mapping and sampling programs. This was followed by more
geophysical surveys including ground time domain electromagnetic (TDEM),
magnetic, gravity and induced polarization (IP) over select targets and drilling
throughout the decade.

In 2004, Strathmore acquired the Waterbury Lake property
through the staking of 13 mineral claims. During the spring of 2005, an airborne
high power time domain electromagnetic (MEGATEM II) survey was completed over
the entire property. A total of 1,749 line kilometres were flown. Other work
during 2005 included a heli-borne EM survey flown in the spring and a small
boulder sampling program in the fall.

Strathmore continued work on the property during 2006 with a
ground EM geophysical survey and completing eight drill holes totaling 2,865
metres. In addition, an IP-resistivity survey was competed. This was followed by
more ground geophysical surveys in early 2007.

In June 2007 all of Strathmores Canadian and Peruvian uranium
assets, including the Waterbury Lake Property, were spun out of Strathmore and
into Fission. Late in 2007 Fission funded the drilling of eight diamond drill
holes totaling 2,222 metres.

In early 2008, five drill holes totaling 1,303 metres were
completed and a 594 line-kilometre VTEM airborne magnetic and EM survey was
flown. Following this work, soil sampling, ground and airborne geophysical
surveys and a 19-hole drill program (7,996 m) were completed between May and
August.

In 2009, two drill programs were carried out totalling 10,082
metres in 29 holes.

Two diamond drill programs were completed on the property
during 2010. The first was carried out between mid-January and end of March,
2010. During this period 35 diamond drill holes were completed for a total
accumulated length (including restarts) of 11,250.0 metres. Several geophysical
surveys were also completed during the first three months of the year.

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A second diamond drill program was conducted between mid-July
to early September. During this period, 16 holes were completed for a total
accumulated length (including restarts) of 5,172.0 metres. Airborne radiometric
anomalies delineated from the previous summer were checked in the field during
August and early September, and a bathymetry survey of the Discovery
Bay/Talisker area was carried out in early October.

A winter 2011 drilling program was carried out between early
January and mid-April, 2011. Three diamond drill rigs completed a total of 82
holes for a total accumulated length (including restarts) of 26,300 metres.

Between January and June 2011, several geophysical surveys were
conducted on the Waterbury and Murphy Lake Properties. These included 26.4
kilometres of time domain EM survey at Discovery Bay Extension, 25.6 kilometres
of time domain EM at Oban and Oban North grids, and 64 kilometres of IP
Resistivity and 32.15 kilometres of time domain EM surveys at Murphy-Glen grid.

Two drill programs were completed on the Property in 2012
totalling approximately 39,526 m of core, including 75 holes on the J Zone. The
winter 2012 drill program began on January 8 and ended on April 6. A total of 86
holes (32,770 m) were drilled during the program including 49 holes in and
around the J Zone. Twenty-six drill holes totaling 8,316 metres were completed
in the J Zone area in a summer 2012 drill program.

A total of 68 drill holes and 11 restarts were completed
comprising 21,013 meters. All of the winter 2013 drilling was completed in the
immediate area of the J Zone deposit to extend the boundaries of the
mineralization and infill gaps in the drill pattern.

Following the Fission Arrangement, a summer program of
DC-resistivity geophysics (50.4 line kilometres) and diamond drilling (2,350
metres in six drill holes) was also completed in 2013. Work was concentrated on
the Aran area and the north rim of the Waterbury Dome. This work was followed by
37.2 line kilometres of DC-resistivity geophysics and 3,100 metres of diamond
drilling in nine drill holes in 2014. The primary focus of the drilling in 2014
was the Discovery Bay corridor to the west of the J Zone, and the Oban target
area.

Geological Setting The Waterbury property is located
in the eastern portion of the Proterozoic Athabasca Basin. The Athabasca
sediments unconformably overlie older crystalline basement complexes and in the
project area specifically, the highly prospective Mudjatik  Wollaston
Transition Zone (MWTZ). The MWTZ marks a gradational contact between
bands of Paleoproterozoic metasediments and Archean granitic gneisses of the
Mudjatik domain to the west and variably graphitic Paleoproterozoic
metasediments and Archean granitic gneisses of the Wollaston domain to the east.
The MWTZ currently hosts all producing uranium deposits in the Athabasca Basin
including McArthur River and Cigar Lake.

The Athabasca basin in the project area is comprised of several
hundred meters of Manitou Falls Formation fluvial, quartz rich conglomeratic
sandstone. Basement rocks in the area are dominated by Archean orthogneisses,
occurring as large domes, and steeply dipping, locally graphitic,
Paleoproterozoic metasedimentary paragneisses to granofels. Directly below the
Athabasca/basement unconformity is a zone of paleoregolith which commonly
extends for many meters into the basement. The paleoweathered zone typically
grades with depth from pervasive hematization into pervasive chloritization and
finally into fresh rock. The unconformity surface is relatively flat on a large
scale but in the Discovery Bay area local reverse faulting down drops the
unconformity to the south-east.

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The Athabasca Basin sedimentary rocks which overlie the
Waterbury Lake project area typically range in thickness from 195 to 300 m. The
upper portion of the sedimentary package is comprised of the Manitou Falls
Collins (MFc) Formation pebbly quartz arenite which grades into Manitou Falls
Bird (MFb) Formation pebble bedded quartz arenite at approximately 80m depth. An
easily recognizable 5 to 7 m marker conglomerate exists in the MFb sandstone,
and a basal conglomerate unit is almost always present directly above the
unconformity. In the deposit area, the underlying basement geology is
interpreted to be a steeply north-northwest dipping, east-west trending corridor
of variably graphitic Wollaston Group metasedimentary gneisses, bounded to the
north and south by thick zones of predominantly granitic Archean orthogneiss.
The Archean orthogneisses apparently define two large dome structures identified
as the north and south side orthogneiss domes. The stratigraphy of the
metasedimentary corridor is dominantly comprised of: weakly graphitic
cordierite-almandine pelitic gneiss, informally termed the typical J Zone
pelitic gneiss; graphite-sulphide rich pelitic gneiss; cordierite-almandine
augen gneiss; and thin lenses of garnetite which appear to be more abundant
along the southern edge of the corridor. A thick unit of strongly graphitic
cataclasite exists within the graphite-sulphide pelitic gneiss.

Mineralization

The J Zone uranium deposit was discovered during the winter
2010 drill program at Waterbury Lake. The second drill hole of the campaign,
WAT10-063A, was an angled hole drilled from a peninsula extending into McMahon
Lake. It intersected 10.5 m of uranium mineralization grading 1.91% U3O8
including 1.0 m grading 13.87% U3O8 as well as an additional four meters grading
at 0.16% U3O8.

The J Zone deposit is currently defined by 268 drill holes
intersecting uranium mineralization over a combined east-west strike length of
up to 700 m and a maximum north-south lateral width of 70 m. The deposit trends
roughly east-west (80°) in line with the metasedimentary corridor and
cataclastic graphitic fault zone.

Mineralization thickness varies widely throughout the J Zone
and can range from tens of cm to over 19.5 m in vertical thickness. In cross
section J Zone mineralization is roughly lens shaped with a relatively thick
central zone that corresponds with the interpreted location of the cataclasite
and rapidly tapers out to the north and south. Locally, a particularly
high-grade (upwards of 40% U3O8) but often thin lens of mineralization is
present along the southern boundary of the metasedimentary corridor. Ten meter
step out drill holes to the south from these high-grade holes have failed to
intersect any mineralization, demonstrating the extremely discreet nature of
mineralization.

Uranium mineralization is generally found within several metres
of the unconformity at depth ranges of 195 to 230 m below surface. It variably
occurs entirely hosted within the Athabasca sediments, entirely within the
metasedimentary gneisses or straddling the boundary between them. A
semi-continuous, thin zone of uranium mineralization has been intersected in
occasional southern J Zone drill holes well below the main mineralized zone,
separated by several meters of barren metasedimentary gneiss. This mineralized
zone is informally termed the south-side lens and can host grades up to 3.70%
U3O8.

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The J Zone deposit is generally flat lying (located roughly 200
m below the surface of McMahon Lake) and therefore whenever possible holes have
been drilled vertically in order to intersect the ore lenses perpendicularly,
thereby giving an approximate true thickness.

Mineral Resource EstimatesThe Company retained
GeoVector Management Inc. (GeoVector) to independently review and audit
mineral resource estimates in accordance with the requirements of NI 43-101. The
Company received a technical report from GeoVector dated September 6, 2013 on
its mineral resources at Waterbury Lake entitled Mineral Resource Estimate On
The J Zone Uranium Deposit, Waterbury Lake Property (the "J Zone Technical
Report"), a copy of which is available on the Companys profile on the SEDAR
website at www.sedar.com. Allan Armitage, Ph.D., P.Geol., and Alan Sexton,
M.Sc., P.Geol.,are the independent Qualified Persons for the J Zone Technical
Report for the purposes of the requirements of NI 43-101.

J Zone Mineral Resources(1)(2)(3)

|          |  |            |  |  |                    |  |  |                      |  |  | Company              | 
|--------- |  | ---------- |  |  | ------------------ |  |  | -------------------- |  |  | -------------------- | 
|          |  | 100% Basis |  |  |                    |  |  |                      |  |  | **Share(4)**         | 
|          |  | Tonnes     |  |  | Grade              |  |  | Pounds of
      U3O8 |  |  | Pounds of
      U3O8 | 
|Category  |  | **(,000)** |  |  | **(%
      U3O8)** |  |  | **(,000)**           |  |  | **(,000)**           | 
|Indicated |  | 291.0      |  |  | 2.00               |  |  | 12,800               |  |  | 7,700                | 

|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   

For the 2013 mineral resource estimate, a 3D wireframe model
was constructed based generally on a cut-off grade of 0.03 to 0.05 % U3O8 which
involved visually interpreting mineralized zones from cross sections using
histograms of U3O8. 3D rings of mineralized intersections were created on each
cross section and these were tied together to create a continuous wireframe
solid model in Gemcom GEMS 6.5 software. The modeling exercise provided broad
controls on the size and shape of the mineralized volume.

Based on a statistical analysis of the composite database, no
capping was applied on the composite populations to limit high values for
uranium. A histogram of the data indicates a log normal distribution of the
metals with very few outliers within the database. Analysis of the spatial
location of outlier samples and the sample values proximal to them led GeoVector
to believe that the high values were legitimate parts of the population and that
the impact of including these high composite values uncut would be negligible to
the overall resource estimate.

Using waxed core and dry bulk density determinations a formula
was derived relating bulk density to grade and was used to assign a density
value to each assay. Bulk density values were used to weight grades during the
resource estimation process and to convert volume to tonnage.

Uranium grade times density (GxD) values and density (D) values
were interpolated into the block model using an inverse distance squared (ID2)
algorithm. Block grade was derived from the interpolated GxD value divided by
the interpolated D value for each block. Block tonnage was based on volume times
the interpolated D value.

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Two passes were used to interpolate all of the blocks in the
wireframe, but 99% of the blocks were filled by the first pass. The size of the
search ellipse, in the X, Y, and Z direction, used to interpolate grade into the
resource blocks is based on 3D semi-variography analysis (completed in GEMS) of
mineralized points within the resource model. For the first pass, the search
ellipse was set at 25 x 15 x 15 metres in the X, Y, Z direction respectively.
The Principal azimuth is oriented at 075o, the Principal dip is oriented at 0°
and the Intermediate azimuth is oriented at 0°. For the second pass, the search
ellipse was set at 50 x 30 x 30 metres in the X, Y, Z direction respectively.
The Principal azimuth is oriented at 075o, the Principal dip is oriented at 0°
and the Intermediate azimuth is oriented at 0°.

The mineral resources for the J Zone were classified as
indicated based on drill hole spacing and continuity of mineralization. The
block model was validated by visual and statistical comparisons of composite
grades and block grades.

Mongolia: Gurvan Saihan Joint Venture

On March 13, 2007, Denison filed on the SEDAR website at
www.sedar.com an independent technical report entitled Technical Report on the
Uranium Exploration Properties in Mongolia prepared by Scott Wilson RPA in
accordance with the requirements of NI 43-101 with respect to its uranium
properties in Mongolia (the 2007 Mongolia Report). Thomas C. Pool, P.E.
and Neil N. Gow, P. Geo. are the independent Qualified Persons for the 2007
Mongolia Report for the purposes of the requirements of NI 43-101.

On March 28, 2011, Denison filed on the SEDAR website an
independent technical report entitled Technical Report on the Hairhan Uranium
Property in Mongolia prepared by RPA Inc. in accordance with the requirements
of NI 43-101 with respect to updated mineral resources estimated for the Hairhan
project (the 2011 Mongolia Report). Hrayr Agnerian, M.Sc. (Applied), P.
Geo. and William E. Roscoe, Ph.D., P.Eng. are the independent Qualified Persons
for the 2011 Mongolia Report for the purposes of the requirements of NI 43-101.
Collectively, the 2007 Mongolia Report and 2011 Mongolia Report are referred to
herein as the Mongolia Technical Reports.

Property Description and Location Denison has been
active in Mongolia for more than 20 years, and initial exploration commenced
prior to the promulgation of the law on mineral resources in Mongolia in 1997
(Mineral Law of Mongolia). The following details the mineral resources
estimated in the Mongolia Technical Reports. The other properties which Denison
holds are covered in further detail in the section Mineral Exploration 
Mongolia.

The GSJV holds four exploration licences that were obtained
under an agreement with the Government of Mongolia (the Mineral
Agreement) prior to the introduction of the Mineral Law of Mongolia. The
GSJV licences have an area of 167,260 hectares and are located in the South Gobi
region of Mongolia. This area is characterized as desert steppe and supports
nomadic herdsmen.

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Properties Obtained Prior to 1997 The GSJV was
formed in 1994 by Energy Fuels Nuclear ("EFN"), the Government of Mongolia, and
Geologorazvedka, a Russian entity. EFN held a 70% interest in the GSJV, and the
Mongolian and Russian participants each held a 15% interest. Denison acquired
the assets of EFN, including its interest in the GSJV, in 1997 and is the
Managing Director of the GSJV.

The initial properties obtained by the GSJV were granted under
a Mineral Agreement with the Government of Mongolia. The Mineral Agreement
grants properties exclusively to the GSJV and establishes the fiscal and
operating policies under which the GSJV operates. Under the GSJV Founding
Agreement:

|- | The Government of Mongolia entered into the Mineral
      Agreement, granting the GSJV exclusive rights and permits to five areas
      (one area later released) without obligations for further licensing fees.
      This includes the obligation of the Government of Mongolia 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).                                                                                                                                                                                                                         

Subsequent to the formation of the GSJV, Mongolia enacted the
Mineral Law of Mongolia. The Mineral Law of Mongolia contains some conditions
and provisions that were not consistent with the Mineral Agreement. However, the
Mineral Agreement has been recognized as an International Agreement under the
Mineral Law of Mongolia, and any inconsistencies between the Mineral Law of
Mongolia and the Mineral Agreement have, thus far, been resolved in favour of
the provisions of the Mineral Agreement.

In July 2009, the Great State Khural (the Parliament of
Mongolia) enacted the Nuclear Energy Law of Mongolia (the Nuclear Energy
Law). The Nuclear Energy Law granted authority to the Mongolian Nuclear
Energy Agency (theNEA), a new regulatory authority for all uranium and
nuclear matters in Mongolia, and created a framework for all aspects of uranium
resource development in Mongolia. The Company continued its activities in
Mongolia under the authority granted to the NEA. Late in 2014, the Government of
Mongolia reorganized, and the NEA was eliminated. Licencing authority was
transferred to the Mineral Resources Authority, and the Ministry of Mining now
has responsibility for review and acceptance of materials submitted by licence
holders seeking to convert exploration licences to mining licences. The final
review and approval panel for licensing matters is the Nuclear Energy
Commission, which was preserved after the NEA was dissolved. Various other
regulatory functions that were under the NEA have been delegated to other previously
existing agencies.

A new Mongolian state-owned uranium company, MonAtom LLC
(MonAtom), was created by the Nuclear Energy Law and has been
designated as the Mongolian Governments participating entity in all uranium
projects in Mongolia, and is thus the Mongolian partner in the GSJV.

There are a number of provisions under the Nuclear Energy Law
that could have  significant adverse effects on the GSJV, including
restrictions on the ability of a licensee to transfer its licences or interests
in its uranium properties, and the ability of the Government of Mongolia to
acquire a 34% to 51% interest in each property at no cost to the Mongolian
Government, depending on the amount of historic exploration on the property that
was funded by the Government of Mongolia. This share interest would continue to
be held by MonAtom. The Company and MonAtom started restructuring the GSJV in
March 2012 to meet the requirements of the Nuclear Energy Law. In preparation
for this restructuring, the Company acquired the Russian participants interest
in the GSJV for nominal cash consideration and release of the Russian
participants share of unfunded joint venture obligations. The Company now holds
an 85% interest in the GSJV.

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The GSJV and the Ministry of Mineral Resources and Energy (now
the Ministry of Mining) completed the process of extending the terms of the
GSJVs licences in accordance with the Mineral Law of Mongolia and the terms of
the Mineral Agreement. The four original GSJV exploration licences remained
valid under normal licence provisions until January 2012. Applications for
mining licences, including requisite technical reports and data, were submitted
to NEA in November and December 2011. In December 2012, the GSJV entered into a
Pre-Mining Agreement with NEA, in accordance with provisions of the Nuclear
Energy Law and the Mineral Law of Mongolia. This Agreement provides for a period
of up to three years following expiration of the term of exploration licences to
assess the technical viability of mining on each project and to collect such
additional data as may be required to support decisions to initiate commercial
development. The GSJV licences continued to be held as exploration licences
through 2014 and into 2015. Various agencies of the government of Mongolia
continue review of GSJV submittals required to obtain mining licences.

Issuance of uranium mining licences is under the authority of
the Nuclear Energy Law; however the timing of mining licence issuance is
uncertain.

Accessibility, Climate, Local Resources, Infrastructure and
Physiography Mongolia is a large, landlocked country with an area of
about 1,566,000 square kilometres. The capital is Ulaanbaatar, which is located
in the north central part of the country. Ulaanbaatar is the site of the only
international airport in the country. The Trans-Mongolian Railway connects to
the Trans-Siberian Railway in the north and the China rail system to the south.
Much of the country is open and vehicle access is possible to most of the areas.
Distances are large and roads are often poor or non-existent; however, road
infrastructure is improving.

The climate in Mongolia is extreme continental. Temperatures
are extreme in the winter (down to -50o C) and the summer (up to 40o C). In
Ulaanbaatar, July is the warmest and wettest month, with an average temperature
of 17o C and an average rainfall of 76 mm, while January is the coldest and
driest month, with an average temperature of -25o C and no precipitation.
Rainfall and temperature throughout Mongolia are variable depending on
elevation.

Historical Exploration Following approval of the
formation of the GSJV in January 1994, work began immediately on a field program
in the summer of 1994. The focus of the GSJV exploration was for deposits
amenable to in-situ recovery (ISR) production methods. The 1994 work
consisted of limited delineation drilling at Haraat to expand known resources
and to increase confidence in the resources. A small ISR field test was run in
1994 to determine the ISR favourability of the Haraat type mineralization.

In 1996, the GSJV began a major escalation of exploration work.
A total of 30,210 metres were drilled, and 6,000 kilometres of gamma
spectrometric surveys were run. The largest discovery encountered by the GSJV to
that point in time was made at Hairhan. The discovery hole intersected a
14-metre thick mineral zone grading 0.144% U.

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A major part of the 1996 program was the acquisition, assembly,
and operation of an ISR pilot plant at Haraat. This plant was a fully integrated
facility, capable of producing a final product, although drying and packaging
equipment were not included. The testing in 1996 included both a test on
mineralization above the water table, as well as a test below the water table,
the latter being the normal operating regime for an ISR project. These tests
confirmed that hydraulic control can be maintained and that uranium
solubilization and mobilization can be controlled.

In May 1997, the Company acquired the assets of EFN including
its interest in the GSJV. Work in 1997 expanded beyond the level of 1996, with
efforts concentrated on drilling to define mineral resources and to test new
exploration targets on the GSJV lands. The bulk of the 1997 drilling was in the
Hairhan and Choir Depressions, with a modest amount of initial reconnaissance
drilling conducted in the Ulziit Depression. The Ulziit drilling followed gamma
spectrometric surveys to identify favourable locales. No ISR testing was
conducted in 1997.

Work in 1998 was once again directed toward the objectives of
exploration reconnaissance, resource delineation, and ISR testing, with over
50,000 metres of drilling, and the first stage ISR testing at the Hairhan
deposit. The Hairhan Depression received the bulk of the exploration drilling
effort in 1998. The mineralization depth ranges from 10 metres to 200 metres,
with the average depth in the 60-metre to 80-metre range. The Hairhan 1998 test
confirmed the leachability of the mineralization at Hairhan.

With the decline of the uranium price, no drilling was
conducted during 1999; however, an extensive regional geologic reconnaissance
program was conducted. In 2000, the GSJV Managing Director placed the GSJV
program on standby status.

During 2004 and 2005, the GSJV resumed work and applied for
additional exploration licences in six areas. In the Gurvan Saihan depression,
previously identified uranium occurrences, as well as additional target areas
within the depression, were tested with 159 holes totalling 12,533 meters.
Results indicated that uranium mineralization was encountered in a variety of
settings, which indicated that additional exploration drilling was warranted.

During 2006, the Company completed in excess of 54,000 metres
of drilling, all on new targets which were identified through previous GSJV and
Company reconnaissance programs. Based on the generally discouraging results of
this drilling, the Company released a number of exploration licences.

Drilling in 2007 exceeded 56,000 metres and concentrated
primarily on the Hairhan and Haraat projects to extend and define mineralized
trends. Mineralization in the northern portion of the Hairhan deposit was
encountered at depths not previously tested.

Activity increased in 2008 and over 72,000 metres were drilled,
with the Hairhan and Ulziit projects receiving the majority of the attention.
Hairhan drilling concentrated on infill drilling and developing mineral trends
in zones below past drilled depths. At Ulziit, large regional programs were
carried out to refine targets for detailed follow up drilling.

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Drilling in 2009 was approximately 13,900 metres for
fulfillment of annual work requirements for exploration licences and for initial
testing of new mineral trends identified in the Choir Depression and at Ulziit.

Drilling in 2010, totaling slightly over 6,500 metres, was
limited in scope to focus on essential priorities and to meet annual exploration
work requirements. In the Choir Depression approximately 2,000 metres of
wide-spaced drilling was directed toward further extension of the new
mineralized trend developing along the east margin of the licence area. At
Ulziit about 3,500 metres were drilled to test three specific targets, and
favorable geology and uranium mineralization were confirmed at one of the three
targets. A small volume of drilling was completed on the Gurvan Saihan licence
to support finalization of resource estimation in accordance with Mongolian
registration standards. From 2011 to 2013, exploration drilling continued. For
descriptions of these programs, see Mineral Exploration  Mongolia.

Geological Setting The geology of Mongolia is
dominated by the Altaid orogen  an orogenic collage of subduction and accretion
terranes that extend from the Ural Mountains to the Korean Peninsula (Yakubchuk
et al., 2001, Dejidmaa and Badarch, 1999). This orogen formed between the
Neoproterozoic and the Carboniferous. The Altaid rocks of Mongolia lie between
the North China Craton and the Siberian Craton.

The Altaid rocks of Mongolia are a mélange of Neoproterozoic
basement areas separated by various island arc segments and accretionary wedges.
These various sedimentary and volcanic terranes have been intruded by mafic and
felsic plutons ranging in age from Cambrian to Mesozoic. Cretaceous and younger
basins unconformably overlie the Altaid rocks.

Late Mesozoic extensional basins are a prominent geological and
topographic feature of central east Asia. The basins are interpreted as having
formed in an intracontinental, back-arc tectonic setting in response to
extensional faulting. These basins, likely fault bounded grabens and half
grabens, were filled by eroded sediment during the Jurassic and Cretaceous
periods.

Mineralization The GSJV licences cover a number of
the internal basins, or depressions, located in central Mongolia. All of these
depressions appear to have similar geological features.

Depression fill is composed of non-lithified sediments with a
total thickness of approximately 1,500 metres. The Lower Cretaceous sediments of
the Dzuunbayan Formation are divided into two facies, with the first typically
variegated and the second normally grey. The variegated section is comprised of
conglomerate, sandstone, and siltstone, and occurs mainly on the margins of the
depression. The second facies is comprised of lacustrine sediments, typically
clays and argillaceous sandstone, with interbeds of brown coal and disseminated
iron sulphides. Mineralization is typically found in sandy and silty units of
the Dzuunbayan Formation and is intimately associated with organic enriched
sediments. Mineralized bodies occur at the interfaces of oxidized and reduced
sediments as well as within completely reduced zones. Mineralization is
localized in roll fronts, as strata-bound layers, and as lenses and pods.
Mineralization ranges from less than one metre thickness to thicknesses
exceeding 20 metres.

Drilling During the period between 1994 and 1999, a
total of 147,058 metres were drilled. The drilling was carried out by
Geologorazvedka working as a drilling contractor to the GSJV in the period from
1994 to 1998. In the period from 1994 to 1996, down hole logging was carried out
by Geologorazvedka. In the period 1996 to 1998, down hole logging was carried
out in-house. Some of the early drilling was logged using Russian equipment, but
Mount Sopris equipment was in place relatively early in the program.

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Exploration drilling resumed on GSJV properties in 2005,
following the temporary cessation of programs in 2000. Drilling during the
period of 2005 to 2010 totalled 247,934 metres, which includes exploration,
resource definition, hydrogeological, environmental, and ISR test drilling.
Since 2005, down hole logging was carried out by a Mongolian contractor using
Mount Sopris equipment.

Sampling Method and Approach A percentage of the
rotary drill holes completed were cored. The purpose of this coring was to
provide samples for testing to allow determination of specific gravity and
disequilibrium factors for the deposits. Coring also allows analysis of various
elements and a check of the reliability of the electric logging equipment.

Samples were selected on the basis of down-hole radiometric
surveys, the presence of alteration in the cores, and handheld spectrometry
results. Cores were split by hand. Samples ranged in length from 0.2 metres to
0.9 metres, but the bulk of the samples were either 0.2 metres or 0.3 metres.
Samples were transported to the camp near Haraat for sample preparation.

Sample Preparation, Analyses and Security Core
samples were crushed in the GSJV camp to -200, +300 mesh size and transported to
the Central Analytical Laboratory (CAL) of Sosnovgeology, a state
geological enterprise in Irkutsk, Russia. CAL is registered by the Russian
Federation and is certified to standard N 41083-95. Analyses performed by CAL
were carried out at a level suitable for the estimation of mineral resources.
Reports translated from Russian indicate that the laboratory maintained internal
quality control programs.

Data Verification Uranium data acquisition for the
Hairhan ISR project was focused primarily on gamma logging of rotary non-core
drill holes with a small percentage of rotary core holes and accompanying
chemical assays of core as a means of validating the gamma logging process. This
is a standard means of data verification for such projects.

Other data verification exercises completed by RPA Inc.
included: (i) location of drill hole collars in the field; and (ii) manual
checking of the algorithm for converting down hole gamma readings to uranium
grades.

Mineral Resource Estimates For the mineral resource
estimate, RPA Inc. accepted and used the drill hole database compiled by Denison
for its 2010 estimate. Denison carried out a detailed correlation of
approximately 520 drill holes within the Hairhan deposit. Correlation of the
geophysical logs was accomplished using commonly accepted subsurface exploration
methods with a primary emphasis on identifying sands, interbedded shales, and
lignites and assigning them formation marker designations.

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Cut-off Grade
    0.02%UMinimum Thickness (TH)
    2 metreGrade X Thickness (GT)
    0.04Waste Thickness
    2 metres


The values for the density and disequilibrium factor are based
on calculations completed by Geologorazvedka. Density is 1.65 tonnes per cubic
metre and the disequilibrium factor is 1.0.

RPA Inc. reviewed the correlations of sandstone units hosting
the uranium mineralization and found them to be reasonable. The Denison database
was used to plot plans for each mineralized zone showing the GT and TH values
for each drill hole that penetrated the zone, with a minimum GT value of 0.05
metre %. The GT value and the TH values were contoured by hand on separate plans
and the contours were digitized into AutoCAD.

Each lens within each mineralized zone was classified by the
number of drill holes and spacing of the holes, to reflect confidence in the
lens mineral resource estimate. In general, drill hole spacing is in the order
of 100 metres. In some areas where good mineralization was encountered, drill
hole spacing was closed up, and in a few locations, clusters of several holes
were drilled at a spacing of tens of metres.

Indicated mineral resource lenses were generally defined by a
minimum of three drill holes. Some lenses had up to twenty or more drill holes.
In general, the indicated mineral resource lenses were contourable and were
estimated by the contour method described above.

Inferred mineral resource lenses were mostly defined by a
single drill hole or by two drill holes clustered closely together. In a few
cases, inferred mineral resource lenses were defined by two drill holes on the
order of 100 metres apart.

In 2011, RPA Inc. estimated mineral resources for the Hairhan
property as summarized in the table below based on exploration drilling
conducted up to 2008. The cut-off is 0.04 metre% GT over a minimum of two
metres. The average thickness of the indicated mineral resources is 3.7 metres
and of the inferred mineral resources is 3.0 metres.

Hairhan Mineral Resource Estimates(1)(2)(3)(4)(6)

Company100% Basis
    
    
    
    
    
    
    
    
    
    
    
    **Share(5)**Pounds
    
    
    Pounds ofTonnes
    
    
    Grade
    
    
    
    
    
    U3O8
    
    
    U3O8Category
    
    **(,000)**
    
    
    % U
    
    
    Tonnes U
    
    
    **(,000)**
    
    
    **(,000)**Indicated
    
    12,261
    
    
    0.062
    
    
    7,612
    
    
    19,800
    
    
    16,800Inferred
    
    5,536
    
    
    0.040
    
    
    2,236
    
    
    5,800
    
    
    4,900


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|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   
|(5)   
|(6)   

There are no 43-101 compliant mineral reserves or resources
estimated for any of the other Denison Mongolia properties at this time. See
Mineral Exploration  Mongolia for a discussion of recent exploration
activities.

Mutanga Project, Zambia

Denison acquired 100% of the Mutanga Project (Mutanga)
in 2007 through the acquisition of OmegaCorp. Mutanga is comprised of the
Mutanga, Dibwe and Dibwe East deposits plus a number of exploration areas.

On March 20, 2009, the Company filed on SEDAR an independent
technical report entitled NI 43-101 Technical Report Mutanga Uranium Project,
Zambia (the Mutanga and Dibwe Report) prepared by CSA Global in
accordance with the requirements of NI 43-101 with respect to the Companys
deposits in Mutanga. Malcolm Titley, B.Sc. (Geology and Chemistry), MAusIMM,
MAIG, is the independent Qualified Person for the Mutanga and Dibwe Report for
the purposes of the requirements of NI 43-101.

On March 28, 2012, Denison filed on SEDAR a technical report
entitled The Dibwe East Project, Southern Province, Republic of Zambia
prepared by the Company and audited by RPA Inc. in accordance with the
requirements of NI 43-101 with respect to mineral resources estimated for the
Dibwe East project (the Dibwe East Report). William E. Roscoe, Ph.D, P.
Eng. is the independent Qualified Person for the Dibwe East Report for the
purposes of the requirements of NI 43-101.

Subsequently, in response to a request by the Ontario
Securities Commission, the Company filed on SEDAR a new technical report for the
project dated September 12, 2013 and entitled Mineral Resource Estimates for
the Mutanga Uranium Project (the Combined Mutanga Report). This report
supports the mineral resource estimates for all of the deposits at Mutanga and
replaces the Mutanga and Dibwe Report and the Dibwe East Report.Malcolm
Titley, B.Sc. (Geology and Chemistry), MAusIMM, MAIG, is the independent
Qualified Person for the Combined Mutanga Report for the purposes of the
requirements of NI 43-101.

Property Description and Location Mutanga is located
in a sparsely populated region in southern Zambia, in the Siavonga District of
the Southern Province, approximately 200 kilometres south of the nations
capital, Lusaka.

Mutanga is comprised of two mining licences (13880-HQ-LML and
13881-HQ-LML) encompassing 457.3 square kilometres. The mining licences are held
by Denison Mines Zambia Limited, a wholly-owned subsidiary of Denison and have a
term of 25 years to April 2035.

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Accessibility, Climate, Local Resources, Infrastructure and
Physiography Mutanga is located approximately 200 kilometres south of
Lusaka. The main road from Lusaka to Siavonga (the nearest town to the project
site) is in fairly good condition. The mine site itself is located east of the
main road and is accessed via 39 kilometres of poorly maintained gravel road,
for which a four-wheel drive vehicle is required.

The Mutanga site lies to the south of the Zambezi escarpment
and is situated in the Zambezi valley at an altitude of 600 metres above sea
level. The climate is warm to hot with dry warm winters and hot summers during
which the seasonal rainfall occurs. The average annual rainfall is approximately
720 mm and occurs from November to March.

The population is very sparse and limited to small family
settlements. No service facilities or accommodations are available in the area.
Electric power is available from the national grid approximately 60 kilometres
from the project. Ground water sources are available.

Historical Exploration Uranium was first identified
in the area in 1957 after a ground survey located five radiometrically anomalous
areas in the vicinity of Bungua Hill, west of Siavonga. Further exploration in
1958 and 1959 then found low-grade uranium mineralization that could be followed
for over 800 metres of strike extent. Confirmation of this uranium
mineralization was further defined in two campaigns after regional airborne
magnetic and radiometric surveys had been flown over the area in 1974. The
Geological Survey of Zambia (GSZ) conducted a ground investigation
(1973 to 1977) and a second campaign was conducted by the Italian oil company
AGIP S.p.A. (AGIP) between 1974 and 1984.

GSZ and AGIP completed fairly extensive field programs on
several areas and carried out resource estimations on prospects within the
current licence area. The Mutanga and Dibwe deposits were investigated by AGIP
during the late 1970s and early 1980s. Considerable exploration was undertaken
including extensive resource drilling. AGIP estimated a combined resource for
Mutanga and Dibwe containing more than 20 million pounds of U3O8.

The third exploration episode, from 2004 to present, began with
the granting of a prospecting licence over AGIPs main historic uranium
prospects to Okorusu Fluorspar Pty Ltd in 2004. This was transferred in 2005 to
OmegaCorp, who drilled eleven drill holes (649 metres) at the Mutanga prospect
in 2006 to confirm the resource identified by AGIP.

Geological Setting The Mutanga uranium deposits are
located within the Zambezi Rift Valley which is characterized by large
fault-bounded valleys filled with Permian, Triassic and possibly Cretaceous
sediments of the Karoo Supergroup. The Lower Karoo Group comprises a basal
conglomerate, tillite and sandstone overlain unconformably by conglomerate,
coal, sandstone and carbonaceous siltstones and mudstones (the Gwembe
Formation), and fine-grained lacustrine sediments of the Madumabisa Formation.
The Upper Karoo sediments unconformably overlay the Lower Karoo and comprise a
series of arenaceous continental sediments overlain by mudstones capped by
basalt.

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Mineralization The uranium mineralization identified
to date is restricted to the Escarpment Grit Formation of the Karoo Supergroup.
Within the tenement area, the Karoo sediments are in a northeast trending rift
valley. They dip shallowly to the southeast and are displaced by a series of
normal faults, which, in general, trend parallel to the axis of the valley. The
Madumabisa Mudstones form an impermeable unit and are thought to have prevented
uranium mineralization from moving further down through the stratigraphy.

Mineralization is associated with mudstones, siltstones, mud
clasts, and iron-rich areas (goethite). It occurs as disseminations in pore
spaces, and along joints and other fractures.

It is probable that the uranium was eroded from the surrounding
gneissic and plutonic basement rocks during weathering and deposition of the
immature grits and sandstones. The uranium was transported together with this
material in a presumably arid environment. Uranium was precipitated during
reducing conditions in certain favourable units. Later fluctuations in the
groundwater table caused remobilization of this material; uranium was again
dissolved and then re-deposited in reducing, often clay-rich areas.

Drilling RC and diamond drilling are the principal
methods of exploration and mineralization delineation after initial geophysical
surveys. Drilling is generally conducted during the dry season but can be
conducted year round.

Mutanga and DibweThe first drilling on the Mutanga
project subsequent to Denisons acquisition of OmegaCorp commenced on October
17, 2007 at the Dibwe deposit. The initial focus of the drilling campaign was to
collect bulk sample material from the Dibwe prospect for metallurgical testing.
This program continued until the onset of the rainy season in the first week of
December 2007.

All rigs were relocated to the Mutanga deposit for the 2007/08
rainy season. The objective of the program was infill drilling to support an NI
43-101 estimate. Drill hole spacing was 50 x 50 metres. After the end of the
rainy season in April 2008, the rigs returned to Dibwe (Central) for a 50 x 100
metre infill program. A total of 45,598 metres of development drilling was
completed by July 2008, and the rig fleet transferred to exploration drilling. A
total of 27,341 metres of exploration drilling on twelve previously untested
prospects was completed in 2008. Two of the most promising of these new
prospects were Zones 1 and 2 within the Dibwe East area.

Dibwe EastThe mineral resource estimate was based
on 237 drill holes totaling 21,729 meters drilled in 2011. Drill holes were
spaced 100 meters to 200 meters apart along profiles spaced 200 meters apart.
Additional drilling was completed in 2012 that has not been incorporated into
the Dibwe East mineral resource estimate.

Security of Samples

Mutanga and DibweRC and diamond drilling samples
were shipped to Genalysis in Johannesburg for preparation. Once prepared, the
assay pulps were forwarded by Genalysis to its Perth assay laboratory where the
samples were held in secure, quarantined storage.

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Dibwe EastRC and diamond drilling samples were
shipped to ALS Minerals in Johannesburg for preparation and assay. ALS considers
customer confidentiality and security of utmost importance and takes appropriate
steps to protect the integrity of sample processing at all stages from sample
storage and handling to transmission of results. All electronic information is
password protected and backed up on a daily basis. Electronic results are
transmitted with additional security features. Access to ALS Mineral
laboratories premises is restricted by an electronic security system. The
facilities at the main lab are regularly patrolled by security guards 24 hours a
day.

Data Verification: Processes for Determining Uranium Content
by Gamma Logging

Mutanga and Dibwe The primary method of collecting
information is through extensive drilling (both RC and diamond drill coring) and
the use of down hole geophysical probes. The down hole geophysical probes
measure natural gamma radiation in counts per second (cps), from which an
indirect estimate of uranium content can be made.

The basis of the indirect uranium grade calculation (referred
to as "eU3O8" for "equivalent U3O8") is the sensitivity of the sodium iodide
crystal used in each individual probe. Each probe's sensitivity is measured
against a known set of standard "test pits," with various known grades of
uranium mineralization, located at the U.S. Department of Energys Grand
Junction, Colorado office. The ratio of cps to known uranium grade is referred
to as the probe "K-Factor," and this value is determined for every gamma probe
when it is first manufactured and is also periodically checked throughout the
operating life of each probe. In addition, certain boreholes at the Mutanga
property are cased and the probes are periodically checked for any instrument
drift. Application of the K-Factor, along with other probe correction factors,
allows for immediate grade estimation in the field as each drill hole is logged.

Dibwe EastThe drill hole chemical assay data were
compared with assay data received directly from ALS Minerals. Some of the RC
holes were re-logged by geophysical probe to confirm the original readings. The
drill hole survey locations were visually checked. Core logging information was
verified against core photographs. Other information in the database was
verified.

Check assays at the secondary laboratory were plotted against
the primary assay results and appear to be approximately 15% higher than the
original laboratory assays. Analyses of reference standards compared well with
standard values. Field duplicates gave some scatter but correlated reasonably
well with original sample assays. Other than a few outliers, field blanks showed
very little variation and assay values were typically less than 4ppm.

Comparison of the U3O8 grades with chemical assays from core
holes determined a disequilibrium factor of -33% which was applied to all
radiometric assay values in the database.

Core Sampling, Processing and Assaying Core and RC
chip samples were collected for a number of purposes in addition to purely
geological reasons: verification of lithology as determined from geophysical
logging and examination of drill cuttings of RC; determination of uranium
content as a general check of gamma probing to determine if gamma measurement
and chemical uranium content are close to balance (this is referred to as
"radiometric disequilibrium"); whole rock analysis; and specific geochemistry
for uranium species and other minerals of interest. Core diameter is typically
76 mm. For intervals selected for laboratory analyses, one half of the core was
normally used and the other half retained. The minimum length of core submitted
was usually 0.2 metres and the maximum length per sample was 0.4 metres. Sample
intervals were selected by geologists in the field based on lithology,
oxidation/reduction and uranium grade (from gamma logging and from hand-held
gamma counters).

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Drill hole logging was conducted by trained and dedicated
personnel devoted solely to this task. The tools and a complete set of spares
were manufactured by Mount Sopris Instrument Company in Golden, Colorado and
were shipped to Zambia in 2007, ahead of the drilling season. Denison retained
the services of a senior geophysical consultant to oversee training,
implementation and quality control protocols with the Zambian logging personnel.
All tools were checked and calibrated before being shipped to Zambia and a
variety of system checks and standards were also established for routine
checking and calibration of tools. In addition, Denison cased a mineralized hole
at one of its centrally located development areas and this cased hole was logged
periodically to ensure exact repeatability of the gamma probes.

Drill hole logging data was stored on digital media in the
logging truck at the exploration sites. The digital data are periodically
brought in from the field locations to the Lusaka office. The raw and converted
logging data was copied and then sent via e-mail to Denisons Saskatoon office,
where all data was checked and reviewed.

Samples of drill core were chosen on the basis of radiometric
data collected during core logging. This radiometric data was obtained by using
a hand-held scintillometer and on the basis of subsequent down hole probing. The
hand-held scintillometer provides quantitative data only and cannot be used to
calculate uranium grades; however, it did allow the geologist to identify
uranium mineralization in the core and select intervals for geochemical
sampling.

Additional samples were collected above and below the horizons
of interest in order to "close-off" sample intervals. Sample widths were
selected according to radiometric values and lithologic breaks or changes. All
reasonable efforts were made to ensure that splitting of the core was
representative and that no significant sampling biases occurred. Once the sample
intervals were identified, an exclusive sample number was assigned to each
interval and recorded by the on-site geologist.

After the geological logging of the core and sample selection,
all of the selected sample intervals of drill core were split longitudinally at
the drill site. One half of the core was placed in a new sample bag along with a
sample tag corresponding to the sample number. The other half of the core was
re-assembled in the core box and stored for future reference. As standard
procedure, field duplicates are included in assay suites sent to the laboratory
and reference samples are used to verify laboratory controls and analytical
repeatability.

Mutanga and Dibwe Samples were analyzed at Genalysis
in Perth. Samples were transported in a dedicated truck from Zambia to
Johannesburg, where Genalysis operates a dedicated sample preparation facility.
The sample was crushed, pulped and homogenized and a sample pulp air freighted
to the lab in Perth, Australia.

The Genalysis laboratory has been in operation since 1975 and
is fully certified and accredited by Australian standards. Genalysis is an
accredited NATA (National Association of Testing Authorities, Australia)
laboratory (Number 3244). Genalysis has been approved by AQIS (Australian
Quarantine and Inspection Service) for the receipt and treatment of samples from
interstate and overseas. Genalysis is an Associate Member of the Association of
Mining and Exploration Companies Inc. and a Member of the Standards Association
of Australia.

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Dibwe East Samples were analyzed at ALS Minerals in
Johannesburg. Samples were transported by airfreight or truck to ALSs facility
in Johannesburg, where ALS performs sample preparation on all samples submitted.

Mineral Resource Estimates In preparing the Combined
Mutanga Report, U3O8 grades were estimated into a block model for each deposit,
constructed to honour the interpreted mineralized zones and the surface
topography. Blocks within each model were divided into relevant domains using
three dimensional wireframe models and were constrained by the surface
topography. Adequate waste was built into the block models to ensure that they
were suitable for open pit optimisation and mine planning. To speed up
processing time, waste blocks were filtered out of each block model prior to
grade interpolation and then re-merged into the block file after grades were
assigned to each model.

Ordinary kriging was used to estimate U3O8 based on the
modelled variogram parameters. Inverse distance squared estimation was completed
as a comparison with the kriged estimate.

The grade interpolation strategy for both deposits involved
setting up search parameters in a search ellipse for each domain, which was then
aligned to the geometry of each domain. A series of grade interpolation runs
were then completed, at progressively larger search distances until all blocks
received an interpolated grade. Constraints were applied to the number of grade
values and holes used in the interpolations in order to improve the reliability
of the estimates.

Upon completion of grade estimation for both deposits, a series
of block model validations were completed to test the robustness of each
estimate.

Mineralized zones at Dibwe East were interpreted and correlated
using the geophysical logs into A, B and C Horizons which extend to a depth of
approximately 110 metres below surface.Grade contours at 0.02% eU3O8 for each
horizon were used in combination with top and bottom surfaces to construct
mineralization wireframes. Statistical analysis indicated that erratic
high-grade values should be top-cut to 0.3% ppm eU3O8. Top-cut assays were
composited into 1 metre lengths within the mineralized wireframes and used to
interpolate grades into 20 metres by 20 metres by 2 metres blocks using an
inverse distance squared algorithm. Two passes were used with different search
radii. A bulk density of 2.1 tonnes per cubic metre was used as per previous
resource estimates for the Mutanga Project.

The block model was validated by means of:

| | Comparison of domain wireframe volumes with
      block volumes.                  
|- | ----------------------------------------------------------------------------------
| | Visual comparison of composite grades with
      block grades.                    
| | Comparison of block grades with composite
      grades used to interpolate grades.
| | Comparison with estimation by the contour
      method.                           

The Mineral resource is reported within a preliminary Whittle
pit shell. The Mineral resources are all classified as inferred because of the
relatively wide drill hole spacing (approximately 100 metres by 200 metres) and
uncertainties in the eU3O8 grade values, in particular disequilibrium factors.

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Mutanga Mineral Resource Estimates(1)(2)(3)(4)

Tonnes
    Grade
    U3O8Deposit
    Classification
    (000s)
    (%U3O8)
    (000 lbs.)Dibwe East(5)
    Inferred
    39,800
    0.032
    28,200Mutanga (5)
    Measured
    1,880
    0.048
    2,000Indicated
    8,400
    0.031
    5,800Inferred
    7,200
    0.021
    3,300Dibwe(5)
    Inferred
    17,000
    0.023
    9,000Mutanga Ext.(6)
    Inferred
    500
    0.034
    400Mutanga East(6)
    Inferred
    200
    0.032
    100Mutanga West(6)
    Inferred
    500
    0.034
    400


Tonnes
    Grade
    U3O8Classification
    (000s)
    (%U3O8)
    (000 lbs.)Measured
    1,880
    0.048
    2,000Indicated
    8,400
    0.031
    5,800subtotal M&I
    10,280
    0.034
    7,800Inferred
    65,200
    0.028
    41,400


|    | Notes:                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                      
|(1) | The Mutanga, Mutanga Ext, Mutanga East, Mutanga West and
      Dibwe mineral resource estimates have been prepared in accordance with the
      requirements of NI 43-101 and the classifications comply with CIM
      definition standards.                                        
|(2) | Mineral resources are not mineral reserves and do not
      have demonstrated economic viability. No mineral reserves have as yet been
      defined.                                                                                                                                
|(3) | Mineral resources are estimated with no allowance for
      mining dilution, mining recovery or process recovery.                                                                                                                                                                    
|(4) | Inferred mineral resources have a greater amount of
      uncertainty as to their existence and as to whether they can be mined
      economically. It cannot be assumed that all or part of the inferred
      mineral resources will ever be upgraded to a higher
  classification.
|(5) | Reported above a cutoff grade of 0.01%
      U3O8                                                                                                                                                                                                                                    
|(6) | Reported above a cutoff grade of 0.02%
      U3O8                                                                                                                                                                                                                                    

Recent drilling at Mutanga has validated the previous
historical drilling data and provided increased confidence in the U3O8 grade,
geological interpretation and tonnage factors resulting in a significant portion
of Mutanga being classified as indicated mineral resources. The remainder of the
mineral resource has been assigned to the inferred mineral resource category,
due to the limited understanding of geological continuity, low drilling density
and the uncertainty surrounding the historical data.

Historical Estimates

On several of Denisons mineral properties, estimates of
mineral reserves or mineral resources have not been prepared in accordance with
NI 43-101; however, historical mineral resource estimates exist for the
projects, as discussed below. The Company is not treating the following
historical estimates as current mineral resources or reserves.

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In Canada, on the McClean Joint Venture, the McClean South
trend is located parallel to and approximately 500 metres south of the McClean
North trend (see Mineral Properties  McClean Lake). There are two presently
known mineralized pods which were drilled by Canadian Oxy during 1979-1980: the
Southwest Pod and the Southeast Pod. The original owner of the property,
Canadian Oxy, prepared estimates of tonnages, grades and contained uranium for
these deposits as of 1980, which have not been verified by Denison. The results
of these estimates are set out below.

McClean South Historical Estimates(1)(2)

|              |  |            |  |  |                    |  |  |                      |  |  | Companys               | 
|------------- |  | ---------- |  |  | ------------------ |  |  | -------------------- |  |  | ----------------------- | 
|              |  | Tons       |  |  | Grade              |  |  | Pounds of
      U3O8 |  |  | Share                   | 
|              |  | **(,000)** |  |  | **(%
      U3O8)** |  |  | **(,000)**           |  |  | Pounds
      U3O8 **)** | 
|Deposit       |  |            |  |  |                    |  |  |                      |  |  | **(,000)**              | 
|Southwest Pod |  | 47.6       |  |  | 2.10               |  |  | 2,000                |  |  | 500                     | 
|Southeast Pod |  | 126.7      |  |  | 0.73               |  |  | 1,900                |  |  | 400                     | 

|Notes:
|------
|(1)   
|(2)   

This trend will require future evaluation to upgrade this
historical estimate as a current mineral resource estimate.

On the Haraat deposit in Mongolia, Geologorazvedka prepared an
estimate of the mineral resources in 1998. The methodology used for the
historical mineral resource estimation at Haraat is standard in the former
Soviet Union. It used Russian gamma logs from the 1988 and 1994 drilling and
American gamma logs for the 1996 drilling, which were all converted to a common
database and corrected for disequilibrium using the results of 1,950 core sample
chemical analysis. A correction was also applied for moisture content for
mineralization below the water table.

The methodology for the Haraat mineral resource estimate is
considered reliable to the level of classification specified. As reported in the
2007 Mongolia Report, Scott Wilson RPA considers that the mineral resources, as
shown in the following table, in the Haraat area are equivalent to inferred
mineral resources and, because they are potentially economic, are relevant.

Haraat Historical Estimate(1)(2)

|                           |  |            |  |  |              |  |  |             |  |  | Companys    | 
|-------------------------- |  | ---------- |  |  | ------------ |  |  | ----------- |  |  | ------------ | 
|                           |  |            |  |  | 100% Basis   |  |  |             |  |  | **Share(4)** | 
|Category                   |  | Tonnes     |  |  | **Grade(3)** |  |  | Pounds U3O8 |  |  | Pounds U3O8  | 
|                           |  | **(,000)** |  |  | (% U)        |  |  | **(,000)**  |  |  | **(,000)**   | 
|                           |  |            |  |  |              |  |  |             |  |  |              | 
|Inferred Mineral Resources |  | 10,600     |  |  | 0.023        |  |  | 6,400       |  |  | 5,400        | 

|Notes:
|------
|(1)   

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|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The historical estimates cannot be verified and
      the estimates are not necessarily indicative of the mineralization on the
      property.
|(3) | The cut-off grade is 0.01% eU
      (0.012%U3O8).                                                                                              
|(4) | Based on 85% interest in the GSJV.                                                                                                             

Part of the Haraat deposit is above the water table and part is
below. The mineral resources below the water table are presently considered
potentially exploitable by ISR methods. Mineralization above the water table
requires further work to confirm its possible economic potential and is not
included in the historical resource estimate.

In June 2007, the Company received a technical report entitled
Technical Report on the Elliot Lake Property, Elliot Lake District, Ontario
from Scott Wilson RPA (the Elliot Lake Report), a copy of which is
available on SEDAR. Scott Wilson RPA compiled the historic mineral resources for
the Elliot Lake deposits and reported in accordance with the requirements of NI
43-101. The mineral resource estimate is based on historical mine records at the
time of the shutdown of the mines in 1992. No subsequent work has been carried
out since that time.

Elliot Lake Historical Estimates(1)(2)(3)(4)

|            | 100% Basis |              | Company Share       
|----------- | ---------- | ------------ | --------------------
|Category    | Tons       | Grade        | Pounds of
      U3O8
|            | (,000)     | (pounds/ton) | (,000)              
|            |            |              |                     
|Developed   | 89,200     | 1.29         | 115,000             
|Undeveloped | 80,500     | 1.13         | 90,000              
|            |            |              | 205,000             

|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   

In the opinion of Scott Wilson RPA, although the historical
estimate cannot be verified, the estimate is considered to be reasonable based
on the estimation methods at the time. The current historical resource, without
access to the drilling information, cannot be classified directly under the CIM
classification standards incorporated under NI 43-101. The mineral resource
estimates were originally classified for the purposes of the Elliot Lake Report
as developed and undeveloped. Developed mineral resources are those resources
that have been developed for mining and represent total mineralization remaining
after partial extraction during the previous mining operations. Undeveloped
mineral resources are located in blocks beyond existing development workings
where no mining has taken place.

Denison completed the acquisition of Rockgate in January 2014
and, as a result, added the 100% owned Falea uranium project in Mali to its
portfolio of assets in Africa. Prior to Denisons acquisition of Rockgate,
Rockgate received mineral resource estimates in 2012 prepared by Minxcon (Pty)
Ltd for the Falea deposit which have not been verified by Denison. No subsequent
work has been carried out since that time. The results of these estimates are
set out below.

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Falea Historical Estimates(1)(2)(3)

100% Basis = Companys ShareCategory
    Tonnes
    Grade
    Pounds
    Grade
    Pounds
    Grade
    Ounces(,000)
    (%
      U3O8)
    U3O8
    (% Cu)
    Cu
    (g/t Ag)
    Ag(,000)
    
    (,000)
    
    (,000)Measured
    1,390
    0.140
    4,300
    0.197
    6,000
    79
    3,500Indicated
    14,280
    0.079
    25,300
    0.217
    68,200
    53
    24,400subtotal M&I
    15,670
    0.084
    29,600
    0.215
    74,200
    55
    27,900Inferred
    15,350
    0.044
    15,700
    0.240
    81,200
    18
    8,900


|Notes:
|------
|(1)   
|(2)   
|(3)   

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Mineral Exploration

SaskatchewanIn the Athabasca Basin,
Denison currently has interests in 41 exploration projects, which are located
primarily on the eastern side of the Basin. During 2014, 52,260 metres were
drilled on 10 projects which Denison operates A further 5,645 metres were
drilled by ARC on the McClean and Wolly properties and 9,838 metres were drilled
by Cameco on the Mann Lake property. The highlight from the 2014 drilling
results is the discovery of the Gryphon zone at the 60% owned Wheeler River
project, plus the extension of high grade mineralization at the Phoenix A
deposit  also at Wheeler River. Results from Denisons highest priority
properties from the 2014 program are discussed below.



Wheeler RiverDenison holds a 60% interest in the
Wheeler River project consisting of 19 mineral claims totalling 11,720 hectares.
The other parties are Cameco with a 30% interest and JCU holding the remaining
10%. Denison is the operator. Wheeler River is favourably located along strike
from the McArthur River mine and is underlain by many of the same geological
features. A prime target during the 2005 to 2008 period has been the quartzite
ridge, where significant but uneconomic mineralization has been intersected at a
depth of 300 metres, at two different locations along the footwall of the ridge
separated by 600 metres.

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A total of 27,263 metres was drilled in 58 holes at Wheeler
River in 2012. Most of the drill holes (51) targeted mineralization at the
Phoenix deposit. The other seven tested regional targets. Most of the drilling
at Phoenix was definition drilling. Highlights include WR-435 (25.80% eU3O8 over
4.9 metres) and WR-437 (27.00% e U3O8 over 3.7 metres), both of which were
drilled on a bulge in the deposit that is interpreted as a structural
intersection.

Also, additional mineralization along strike to the northeast
was observed in drill hole WR-447 which intersected 0.62% U3O8 over 6.8 metres.
Other drill holes to the northeast have intersected significant alteration and
structural disruption along trend, highlighting the open nature of the
mineralized corridor in this direction.

In 2013, an aggressive exploration program at Wheeler River
(25,650 metres in 50 drill holes) included some additional drilling at Phoenix,
but focused more on exploration of other target areas that had been
underexplored since the discovery of the Phoenix deposits. Highlights from this
work include the discovery of a new area of mineralization at the 489 zone (i.e:
0.42% U3O8 over 3.0 metres in WR-518), and the extension of high grade
mineralization at Phoenix (i.e: 43.8% U3O8 over 12.0 metres in WR-525).

Some additional infill drilling was completed at the Phoenix
deposit in early 2014, This work was successful in extending high grade
mineralization into some areas previously modelled as low grade. These results,
combined with the results from 2013 prompted Denison to complete an updated
mineral resource estimate for the Phoenix deposit in June, 2014.

Exploration efforts in 2014 were focused on the K trend along
the western edge of the property. This resulted in the discovery of the Gryphon
zone of high grade basement hosted uranium mineralization within the K North
area, approximately three kilometres northwest of the Phoenix deposit. Drill
hole WR-556 was the discovery hole, intersecting 15.3% U3O8 over 4.0 metres
approximately 180 metres beneath the sub-Athabasca unconformity. Subsequent
drilling on a coarse 50 metre x 50 metre grid defined a substantial zone of
uranium mineralization that consists of several parallel, stacked lenses of
varying thickness that are concordant with the moderate east dipping
stratigraphy and foliation, and plunge moderately to the northeast. At the end
of 2014 the zone measured approximately 350 metres in the along plunge dimension
and 60 metres across the plunge and is open in both the up-plunge and
down-plunge directions. No mineral resources have been estimated for the zone to
date.

McClean LakeThe McClean Lake project includes the
deposits of the Sue Trend, and the JEB, Caribou and McClean Lake sandstone
hosted deposits. The "Sue Trend" represents an arcuate graphitic gneiss which
flanks various granitic domes, and one of these domes is associated with
virtually all of the mineralization at the property. Depths to basement are
relatively shallow, rarely exceeding 175 metres, which is well within the range
of open pit mining methods. The Sue trend is host to five deposits, including
Sue A, Sue C, Sue E and Sue B, all of which have been mined. The McClean group
of deposits represents the fifth largest property in the Athabasca Basin in
terms of production and identified mineral resources and has produced almost 50
million pounds U3O8 since inception. In the Companys view, significant
exploration potential still remains.

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Work in 2012 involved a continuation of the brown-field
drilling program focused on discovering or expanding additional uranium
resources proximal to existing deposits. A total of 4,300 meters of drilling was
completed in 16 drill holes in the vicinity of Candy Lake at the McClean North
deposit area. There were no results of significance from this drilling.

An additional 18 drill holes totalling 4,110 metres were
completed at McClean Lake in 2013. Most of the drill holes were located in the
JEB south area within three kilometers of the McClean mill and several
intersected strong alteration zones associated with graphitic basement
structures. This work was followed by additional drilling (2,515 metres) in 2014
in the JEB south, Vulture and Bena grid areas. No significant mineralization was
intersected.

Midwest No exploration activity has been carried out
at the Midwest project since 2012.

WollyThe Wolly uranium exploration project is a large and well
located property which surrounds the McClean Lake uranium operations and
comprises approximately 23,700 hectares, making it double the size of the
Wheeler River project. Current ownership of the Wolly project is ARC at 62.9%
and operator, Denison at 22.5% and JCU at 14.6% .

Wolly was first explored in the mid-1970s by its prior owners,
due to its proximity to the Rabbit Lake discoveries. Because of the relatively
shallow depths to the unconformity, which do not exceed 200 metres, drill
testing there is less expensive than many other properties in the area. Wolly
was originally included in the McClean Lake project area until the decision was
made to place McClean into production, at which time McClean was separated from
Wolly.

A drilling program consisting of 15 drill holes totaling 2,340
metres was completed in 2013. Most of the holes targeted electromagnetic
conductors at the Snake Lake grid area. No significant mineralization was
intersected.

In 2014, an additional program of diamond drilling consisting
of 3,130 metres in 17 drill holes was completed in the Lasoy, Burnt Island and
JEB south target areas. No significant mineralization was intersected, although
structured graphitic basement and significant alteration in both the sandstone
and basement were intersected in the JEB south area.

Bachman Lake ProjectOn Denisons wholly-owned
Bachman Lake project, early work concentrated on the two known conductor systems
ML-1 and ML-2, while large parts of the property have only seen regional work.
Denison believes that there is good potential for the discovery of unconformity
type uranium mineralization on this property. As the project was in good
standing, no work was carried out from 2010 to 2012.

In 2013, the Company completed 2,170 metres of drilling in
three drill holes under the terms of an agreement with IEC. IEC was granted a
one-time right to earn a 20% interest in the property by funding the 2013
drilling. No significant mineralization was intersected in the drilling, but
several features worthy of follow up including graphitic structures and
sandstone alteration were observed. The 2013 drilling was followed by a two
hole, 1,194 metre program in 2014 as part of a combined Bachman Lake - Crawford
Lake helicopter supported drilling program. The highlight of the program was the
intersection of a large volume of sandstone alteration above faulted graphitic
gneisses in drill hole BH-14-07 that may be an extension of the alteration zone,
also intersected in 2014, along the CR-5 conductor on the adjacent Crawford Lake
claim.

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Bell LakeThe Bell Lake project became wholly owned
by Denison following the JNR Acquisition and is located in the Athabasca Basin
some 50 to 75 kilometres northwest of the Rabbit Lake mine. The project consists
of nine claims totalling 26,550 hectares. Historic drill holes on the property
indicate that the conductive horizons may be attributed to graphite and
sulphides in the basement lithologies.

In 2012, the Company completed a winter geophysical survey and
completed 2,100 metres of drilling in six drill holes. No significant
mineralization was intersected in the program, however thick sequences of
faulted graphitic basement rocks were observed.

An aggressive program of geophysical surveying including
DC-resistivity and electromagnetic surveys were completed in 2013 to help refine
targets for drilling in 2014. Eleven drill holes totalling 6,180 metres were
completed in 2014 in both the Bell North and Bell South areas. No significant
mineralization was intersected. Future exploration efforts will continue to
systematically evaluate untested conductors on the property, portions of which
will be prioritized with geophysical surveying.

Crawford Lake ProjectCrawford Lake is 100% owned by
the Company. A small program of diamond drilling consisting of 780 metres in one
drill hole was completed during the summer of 2013 in conjunction with the work
at the contiguous Bachman Lake project.

Exploration efforts at Crawford Lake were ramped up in 2014
beginning with a program of electromagnetic geophysical surveying that
identified the new CR-5 conductor. This was followed by a five hole, 2,995 metre
drilling program that was concentrated on the new conductor. Several drill holes
encountered large volumes of sandstone alteration (desilicification, clay and
bleaching) above structurally disrupted graphitic gneisses, most of which were
intersected deep in the basement. Further drilling is required to evaluate this
large alteration zone.

Hatchet Lake ProjectDenison holds a 58.06% interest in the Hatchet Lake property
with Anthem Resources Inc. (Anthem) holding the remaining
41.94%. Denison is the operator. The property currently consists of 11 claims, totalling 33,930 hectares, which were acquired in 2004 and 2005. The area has
been previously explored over the last 40 years by a number of prior owners
including Urangesellschaft CanadaLtd., Saskatchewan Mining Development
Corporation, Cogema Resources Inc. (now ARC), Numac Oil and Gas Ltd., Gulf
Minerals Canada Ltd., Asamera Minerals Corp., Eldorado Resources Ltd., Cameco,
JNR and the Company. Previous work has outlined several areas of interest in the
Wollaston meta-sediments which surround broad Archean granite domes on the
property.

In the Richardson-Crooked Lake area, geophysical surveys and
about 150 drill holes have been completed over the 10 kilometre trend since
1976. This work outlined NW-SE trending conductors, anomalous radioactivity (up
to 5,500 cps) at the unconformity, indicative alteration including bleaching,
hematization and quartz dissolution concentrated near the unconformity, sheared
graphite in the basement pelites and anomalous base metal values in basement
fault zones and the basal sandstone. On the southeast part of the property,
fairly comprehensive work has been completed in the Tuning Fork Lake area. In
this area there is evidence of a NE oriented structure with unconformity offset.
Hole Q20-1 intersected 0.1% U over 0.5 metres within basement lithologies in the
hanging wall of the fault.

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A winter drilling program consisting of 2,370 meters in 13
drill holes was completed in the Richardson Lake area of Hatchet Lake in 2013.
The highlight of the program was the discovery of a new zone of uranium
mineralization on the Crooked Lake grid. The best drill result was 0.20% U3O8
over 1.9 metres in drill hole RL-13-16.

In 2014, additional drilling (2,030 metres in 10 drill holes)
was completed in the Richardson Lake area, primarily to follow up the 2013
results in RL-13-16. The program was not successful in extending the
mineralization and that part of the Richardson Lake area has been down-graded in
terms of prospectivity. To the south, drill hole RL-14-27 intersected an
interesting zone of Pb-Zn-Ag mineralization that may be sedimentary-exhalative
in origin. The zone contains 3.7% Pb, 0.3% Zn and 21 g/t Ag over 8.6 metres.

Johnston Lake The Johnston Lake project is located
approximately 40 km west of Points North and is accessible by float or ski
plane. A winter drill road from the Cigar Lake mine site makes the area
accessible by four-wheel drive in the winter months. The property consists of
seven claims totalling 24,598 hectares. The property is underlain by Athabasca
Group sandstones, which in turn overly Mudjatik Domain metamorphic rocks. The
depth to the unconformity varies between 580 and 650 metres in the project area.

In 2009, Pitchstone Exploration Ltd. signed an option agreement
with Denison to earn up to a 75% interest in the Johnston Lake project by
spending CAD$1.0 million by February 28, 2012 to earn an initial 49%, and then
spending an additional CAD$1.0 million by February 28, 2014 to earn a further
26% interest. In March 2011, Pitchstone informed the Company that it had met the
requirements for the initial earn-in. Pitchstone was acquired by Fission in 2012
and Fission was acquired by Denison in 2013. As a result Denison now owns 100%
of this property.

Over the period of 2009 and 2010, Pitchstone carried out a
re-logging program and drilled a total of three holes on the property. Two of
the three holes intersected weakly elevated uranium pathfinder elements and
favourable basement lithologies. In 2011, they conducted a further three hole
drill program. Weak uranium mineralization was intersected in two of the three
drill holes.

No work was completed on this project in 2012. Three drill
holes totalling 2,080 metres were completed at Johnston Lake in 2013 along with
a DC-resistivity geophysical survey. This was followed by additional
DC-resistivity surveying in 2014.

Moore LakeThe Moore Lake property became wholly owned
by Denison following the JNR Acquisition and comprises 12 contiguous claims
totaling 35,705 hectares. The property is located in the southeastern portion of
the Athabasca Basin in the La Ronge Mining District of Saskatchewan. The Moore
Lake property is subject to a 2.5% net smelter return royalty. The target on the
Moore Lake property is an Athabasca unconformity type deposit.

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Early exploration on the Moore Lake project has been at the
Maverick zone, although uranium mineralization has been intersected in several
other locations on the project. The primary exploration target area on the
project is the 2.5 km long Maverick mineralized trend where pods of high grade
unconformity-type mineralization have been outlined. Basement and sandstone
hosted mineralization have also been intersected on the Avalon, Venice,
Rarotonga, and Nutana Grid areas. Mineralized intercepts have been recovered
along nearly 800 metres of strike, and the mineralized system has been traced by
wide-spaced drilling for over three kilometres. Based on the program of 13 holes
drilled in 2008, it was determined that the Maverick Zone was too small to be
economically significant. Since then, work has consisted of several campaigns of
resistivity geophysical surveying to identify targets along a reappearance of
the Maverick stratigraphy.

A 2012 drill program was planned to follow up on the 2011
results, but due to poor winter conditions resulting in a lack of ice, the eight
hole program was postponed. The work was eventually completed in 2013 with a
program of DC-resistivity geophysical surveying and 5,110 metres of drilling in
12 drill holes  all of which were drilled in the Maverick extension  Esker
grid areas. No significant mineralization was intersected.

In 2014, Denison completed additional DC-resistivity surveying
plus a 4,100 metre (10 hole) drilling program. Targets were DC-resistivity
anomalies along untested portions of electromagnetic conductors away from the
Maverick extension  Esker grid areas, particularly in the Puka-Puka grid area.
No significant mineralization was intersected, although several intervals of
graphitic gneiss were observed.

Murphy Lake ProjectDension holds a 58.94% interest
in the Murphy Lake project, with Anthem holdings the remaining 41.94%. Denison
is the operator.

In 2012, an airborne VTEM survey was planned to better define
the conductors identified in 2011, but the work was delayed due to adverse
winter conditions and was actually completed in the spring of 2013. The survey
was successful in extending the conductors. The only work completed in 2014 was a
DC-resistivity geophysical survey on the main portion of the Murphy Lake
property. Both the 2013 VTEM survey results and the 2014
DC-resistivity results require follow-up exploration.

Park CreekDenison is the operator of the Park Creek
uranium exploration project and has a 49% interest. Cameco holds the remaining
interest and has entered into an agreement with Denison whereby Denison can earn
an additional 26% interest by incurring expenditures of CAD$3,350,000 before the
end of 2017.

The current project lands were staked by Cameco in 1992. These
lands were previously explored as part of the Umpherville Lake Project by
Noranda in the 1970s and until the mid-1980s, and then by Rio Algom Ltd. until
the early 1990s. Most of Camecos exploration activities, which followed this
period until 2004, were focused on the Bird Lake thrust fault which traverses
the central portion of the property on the Esker grid. Based on exploration to
date, boulder sampling on the project indicates a broad illite anomaly and an
area of weak uranium and lead enrichment on the Esker grid.

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Denison has carried out geophysical surveys and several drill
programs. Drilling along the Bird Lake Fault on the Esker grid has located areas
of strong alteration and anomalous geochemistry in the vicinity of the
intersection of north-south faults with the Bird Lake fault.

No work was carried out on this project from 2011 to 2013. In
2014 a six hole, 1,910 metre program of diamond drilling was completed at Park
Creek. No significant alteration or mineralization was observed in the core from
any of the drill holes.

Russell LakeRussell Lake is a joint venture between
the Company (37.82%), Cameco (57.18%) and W. Boyko (5%). Denison is the
operator. A program of diamond drilling was completed in 2013 consisting of two
drill holes totalling 1,010 metres. The drill holes targeted an electromagnetic
conductor, but no significant alteration or mineralization was observed. No work
was completed in 2014.

South DufferinThe South Dufferin project is 100%
owned by Denison and is an amalgamation of the South Dufferin and Snowbird
properties, the latter having been acquired through the JNR Acquisition. South
Dufferin is located just off the southern margin of the Athabasca Basin along
the southern extension of the Virgin River Shear Zone which hosts known uranium
mineralization at Camecos Centennial deposit approximately 20  25 km along
trend to the north. Exploration potential exists for basement-hosted uranium
mineralization associated with the Dufferin Lake fault (which has an apparent
offset of 200m+) and parallel faults within the Virgin Lake Shear zone. Airborne
EM and gravity have outlined several zones of interest within the property.

Exploration has been active in the general Dufferin Lake area
since as early as 1959. Work completed has ranged from reconnaissance
geochemistry to geophysics and diamond drilling, primarily on base metal
targets.

In 2011, JNR Resources Inc. completed nine diamond drill holes
totaling 1,190 meters in dispositions S-107818 and the northern edge of
S-111427. Four of the nine holes intersected elevated uranium with locally
anomalous concentrations of base metals and boron. Significant clay alteration
was intersected in one of the drill holes (SB-11-02) over a 100 m down-hole
length.

No work was completed in 2012, but following the JNR
Acquisition Denison completed a summer drilling program in 2013 consisting of 11
shallow drill holes totalling 1,270 metres.

Several iron sulphide bearing intervals were intersected that
appear to explain most of the conductor targets. No significant uranium
mineralization was intersected. No work was completed in 2014.

Waterbury LakeWaterbury Lake is a 40,256 hectare
collection of 13 irregularly shaped contiguous claims and one separate claim in
the eastern Athabasca Basin of northern Saskatchewan, Canada. The property is
located approximately 12 km north of Points North Landing, contiguous with
Denisons Midwest property. Waterbury Lake was acquired through the acquisition
of Fission in 2013.

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After the discovery of the J Zone uranium deposit at the
beginning of the 2010 winter program, drilling on the Waterbury Lake property
focused primarily on delineating mineralization and establishing possible
extensions along strike. Additional drill holes targeted new geophysical and
geochemical targets in the Highland and Talisker areas which returned
indications of additional mineralized zones. During the winter and summer 2010
drill programs a total of 60 drill holes were completed yielding 16,422m of
core.

Fission completed a large amount of additional drilling on the
Property in 2012 and 2013, almost all of which was step-out and infill drilling
on the J Zone.

Denison completed a modest program of geophysics and 2,350 metres of diamond drilling in six drill holes at the Aran target area and the
north edge of the Waterbury dome during the summer of 2013. This work was
followed in 2014 by 37.2 line kilometres of DC-resistivity geophysics in the
Discovery Bay corridor and 3,100 metres of diamond drilling in nine drill holes.
The primary focus of the drilling was the Discovery Bay corridor to the west of
the J Zone, and the Oban target area. Drilling was successful in expanding the
weak mineralization at Oban, with the best result being 0.09% U3O8 over 3.5
metres in drill hole WAT14-407. Along with the weak uranium mineralization,
Denison is encouraged by the volume and intensity of basement and sandstone
alteration in the Oban area, the presence of graphitic structures in the
basement and the paucity of prior drilling. This area will be a focus of future
exploration programs.

Other Denison Projects Denison also has several
other projects located in the Athabasca Basin including:

| | Brown Lake (100% Denison)                             
|- | ------------------------------------------------------
| | Candle (43.81% Denison, 31.19% Uranium One, 25.0% JCU)
| | Darby (58.42% Denison, 41.58% Uranium One)            
| | Ford Lake (100% Denison)                              
| | Jasper Lake (100% Denison)                            
| | Lynx (58.42% Denison, 41.58% Uranium One)             
| | Marten (50% Denison, 50% JOGMEC)                      
| | Moon Lake (58.42% Denison, 41.58% Uranium One)        
| | Packrat (100% Denson)                                 
| | Perpete Lake (100% Denson)                            
| | Stevenson River (100% Denson)                         

| | Torwalt Lake (100% Denson)                               
|- | ---------------------------------------------------------
| | Turkey Lake (100% Denson)                                
| | Waterfound North (58.42% Denison, 41.58% Uranium
    One)
| | Wolverine (50% Denison, 50% JOGMEC)                      

MongoliaIn 2012, drilling totaling 29,700 metres was
completed in two licence areas. At the Ulziit site, drilling totaled 14,900
meters to fulfill two objectives. First, drilling spacing was reduced in a known
mineralized area in order to support resource estimation in accordance with
Mongolian standards (required to convert to mining licences). Second, drilling
was completed to test southerly extension of the mineralized area that was
initially delineated in 2011. The second objective was also met, and the
mineralized trend at Ulziit now approaches 4 km in length and remains open in
three directions. On the Urt Tsav licence, 14,800 metres of drilling were
completed to assess the resource potential of this project. The 2012 drilling
continued to yield low grade results, and as a consequence, the licence was
released.

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The mineral resource estimates prepared internally for the
Ulziit and the Gurvan Saihan projects were accepted and approved by the Mineral
Resource Committee of Mongolia in 2012. The internal GSJV resource estimates for
the Hairhan, Haraat, Ulziit, and Gurvan Saihan projects are all now finalized
and in good standing with the relevant Mongolian agencies. The formal
registration of resources in the State Registry is a required component to
convert exploration licences to mining licences in Mongolia.

In 2013 and 2014, GSJV work focused on support of ongoing work to
finalize restructuring of the GSJV and to obtain mining licences. No exploration
or development drilling were conducted for the GSJV in 2013 and 2014.

Mutanga A total of 18,160 metres of drilling was
completed in 78 RC and 59 diamond drill holes during 2012. Several areas were
targeted, including: Dibwe North, Mutanga East, and the Dibwe-Mutanga corridor.
Deep drill holes were also completed at Dibwe and Mutanga to test for
mineralization below those deposits. New mineralization was intersected at
Mutanga East and Dibwe East Zone 4.

Work in 2013 included soil geochemical surveying, geological
mapping, radon surveying and airborne geophysics (VTEM). No drilling was
completed in 2013. The exploration programs successfully highlighted two new
areas containing coincident airborne radiometric, soil uranium and radon
anomalies. These will require drilling follow-up. Exploration in 2014 consisted
of a program of soil geochemical surveying, radon surveying and excavator
trenching of 2013 soil and radon anomalies. Elevated radioactivity was
encountered in several trenches and these zones represent good drilling targets.

FaleaDenison acquired the Falea project in Mali through the
acquisition of Rockgate. Falea is located approximately 250 kilometres west of
Bamako, near the Senegal and Guinea borders.

Uranium, copper and silver mineralization at Falea was first
discovered by Cogema in the 1970s at the Central zone. Cogema eventually
abandoned the project in the 1980s and it was acquired by Delta Mali (now a
Rockgate subsidiary) in February 2007. Drilling began in the Central zone and
progressed northward, resulting in the discovery of the North zone in late
2007.

Most of the mineralization at Falea occurs in the flat lying
Kania sandstone, flanked by argillaceous units above and below. The Kania
sandstone is located near the bottom of the Neoproterozoic to Carboniferous
Taoudeni basin, which sits unconformably on top of highly disturbed older
Proterozoic Birrimian metasediments and metavolcanics.

A diamond drilling program consisting of 5,900 metres in 19
holes was completed by Rockgate in 2013. Exploration in 2014 consisted of a
program of soil geochemistry and radon surveying plus geological mapping.

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The following section details the Quality Assurance and Quality
Control (QA/QC) procedures and protocols for all exploration programs
operated by Denison.

Athabasca BasinSelected control points on historic
and newly cut grids are located by differential Global Positional System
(GPS). Diamond drill holes are usually laid out in the field using
local grid coordinates as the main reference. Upon completion they are surveyed
with a differential GPS. The GPS allows very accurate definition of the surface
elevation control, which is critical in locating any unconformity offsets.
Denison also collects down hole spatial data which allows determination of the
true position of the entire drill hole, as the azimuth and dip down the hole
often varies from that at the collar of the hole.

Denison collects several types of down hole geochemical data
during drilling operations, as follows:

| | Regular geochemical 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 drill hole. These samples are collected
      systematically down the drill hole at intervals in the 5.0 to 10.0 metre
      range. Three to five selected samples of less than 5 centimetres are
      composited to make up this sample.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Regular samples are taken for clay analysis by
      spectrometer (PIMA). 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
      analysis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 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 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. In addition, Denison further
      calibrates the probes with a correlation curve of probe grades versus
      corresponding high-grade assays on split core as received from the
      laboratory. At the Wheeler River project, different probes are used
      depending on the observed grade of mineralization at the unconformity as
      the standard probes generally become saturated at grades above 20%
      U3O8.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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. Sample lengths are usually 0.5 metres. 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
      returned to the core box as a permanent record. Samples are placed in
      individual plastic bags along with a sample tag. The bag is sealed and a
      corresponding tag is stapled to the core box where the core was removed.
      Samples are shipped to the analytical lab in five gallon pails.

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The geochemical lab routinely inserts standard reference
materials and blanks into batches of the Companys samples as an internal check
on accuracy and contamination. The Company regularly submits a variety of
duplicate samples in the sample stream as a check on the precision of the
analytical lab. Due to the inherent problems of storing and transporting
reference standards containing uranium mineralization, no external standard
reference materials are submitted in the sample stream. Down hole radiometric
probe results also provide data that is useful for assessing the accuracy of the
laboratory results.

All analyses are conducted by SRC, a Standards Council of
Canada (CCRMP) certified analytical laboratory in Saskatoon. SRC has specialized
in the field of uranium research and analysis for over 30 years and is a CNSC
licenced laboratory for the analysis of uranium samples.

The sample preparation and analytical protocols are as follows:

| | Drill core samples are received by the analytical
      laboratory from Denison in sealed five- gallon plastic or metal pails.
      Each 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) and level of 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 U3O8standards are
      analyzed with samples with corresponding uranium levels. The detection
      limit is 0.002 wt% U3O8. Accuracy at various
      concentrations of U3O8are listed below:

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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


Check assays are done on selected pulps by DNC (Delayed Neutron
Counting) at SRC. All radioactive samples are monitored and recorded as per CNSC
licence 01784-1-09.0.

Mongolia All uranium exploration technical
information is obtained, verified and compiled under a formal QA/QC program in
Mongolia. The following details the protocols used by all Denison staff and
consultants.

Site geologists lay out drill holes, generally on regular grids
depending on the stage of exploration and amounts of existing and planned
drilling in each campaign. Following drilling, all hole locations are surveyed,
using differential GPS, by a certified surveying company registered in Mongolia.
In accordance with Mongolian requirements, site topography maps are also
prepared at 1:5,000 scale for active sites.

Processes for Determining Uranium Content by Gamma LoggingExploration for uranium deposits in Mongolia typically involves
identification and testing of permeable sandstones within reduced sedimentary
sequences. The primary method of collecting formation is through extensive
drilling and the use of down hole geophysical probes. The down hole geophysical
probes measure natural gamma radiation, from which an indirect estimate of
uranium content can be made, and probes also measure electrical properties of
rock, from which lithology information can be derived.

The radiometric (gamma) probe measures gamma radiation which is
emitted during the natural radioactive decay of uranium. The gamma radiation is
detected by a sodium iodide crystal, which when struck by a gamma ray emits a
pulse of light. This pulse of light is amplified by a photomultiplier tube,
which outputs a current pulse. The gamma probe is lowered to the bottom of a
drill hole and data is recorded as the tool is withdrawn up the hole. The
current pulse is carried up a conductive cable and processed by a logging system
computer which stores the raw gamma cps data.

If the gamma radiation emitted by the daughter products of
uranium is in balance with the actual uranium content of the measured interval,
then uranium grade can be calculated solely from the gamma intensity
measurement. Down hole cps data is subjected to a complex set of mathematical
equations, taking into account the specific parameters of the probe used, speed
of logging, size of bore hole, drilling fluids and presence or absence of and
type of drill hole casing. The result is an indirect measurement of uranium
content within the sphere of measurement of the gamma detector.

The basis of the indirect uranium grade calculation (referred
to as "eU3O8" for "equivalent U3O8") is the sensitivity of the sodium iodide
crystal used in each individual probe. Each probe's sensitivity is measured
against a known set of standard "test pits," with various known grades of
uranium mineralization, located at the U.S. DOEs Grand Junction, Colorado
office. The ratio of cps to known uranium grade is referred to as the probe
"K-Factor," and this value is determined for every gamma probe when it is first
manufactured and is also periodically checked throughout the operating life of
each probe. Application of the K-Factor, along with other probe correction
factors, allows for immediate grade estimation in the field as each drill hole
is logged.

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Core Sampling, Processing, and AssayingApproximately 10% of holes drilled are cored, and core recovery
typically exceeds 75%. Core diameter is normally 63.5 mm (HQ) or 85 mm (PQ).
Core is scanned by a handheld scintillometer at 0.5m intervals through the
entire core and at 0.1 metre intervals in mineralized sections to ensure precise
segregation. Based on scintillometer scanning and comparison with down hole
gamma logging results, individual mineralized zones are specified for sampling.
The core is photographed following marking of depth and sampling intervals.
Typically core is only taken over select intervals of interest as identified
from logging of drill holes. This reduces the amount of core through barren
zones or horizons of no interest and greatly reduces overall exploration costs.

Core sampling and analyses are conducted for the following
purposes:

| | To verify lithology as interpreted from
      geophysical logging and examination of drill cuttings;                                                            
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | To determine uranium concentration as a general
      check of gamma probing to verify if gamma results and chemical uranium
      content are close to balance;
| | To determine the ratio of radium and uranium to
      assess the state of radiometric disequilibrium;                                                         
| | For whole rock analysis;                                                                                                                                        
| | To test metallurgical properties;                                                                                                                               
| | To conduct additional specialized tests on the
      proprieties of mineral bearing rock.                                                                       

For zones selected for laboratory analyses, one half of the
core will normally be used. The minimum length of core submitted is usually 0.2
metres and the maximum length per sample is 1.0 metres. Core samples are
prepared at Activation Laboratories Ltd.s facilities in Ulaanbaatar, Mongolia.
After crushing, samples are ground to -200 mesh. Samples pulps are split into
250 to 300 gram portions for laboratory analyses. Analytical work is generally
conducted at Activation Laboratories facilities in Canada.

In addition to coring selected holes or horizons, drill
cuttings samples are caught and segregated at every two metres for all rotary
mud drill holes. Cuttings samples can provide material for determination of host
rock composition; for comparison of lithology as interpreted from electric logs;
and for observation of oxidation-reduction zones and interfaces, which is an
essential criteria for interpreting sediment hosted uranium deposits such as
occur in Mongolia.

Site geologists are responsible for all data collection in the
field and for posting data onto specific forms and entering data into data
bases.

Quality Assurance and Quality Control MeasuresDrill
hole logging is conducted by an independent Mongolian contractor. The contractor
developed its logging capabilities specifically to meet Denisons logging
requirements in Mongolia. The tools, and a complete set of spares, were
manufactured by Mount Sopris Instrument Company in Golden, Colorado and were
shipped to Mongolia in 2005 ahead of the drilling season. Denison has retained
the services of a senior geophysical consultant to oversee training,
implementation, and quality control protocols with the Mongolian logging
contractor. All tools were checked and calibrated before being shipped to
Mongolia, and a variety of system checks and standards are also established for
routine checking and calibration of tools. In addition, Denison cased
mineralized holes at centrally located exploration areas, and these cased holes
can be logged periodically to ensure exact repeatability of the gamma probes.

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Drill hole logging data is stored on digital media in the
logging truck at the exploration sites. The digital data are periodically
brought in from the field locations to the Ulaanbaatar office. The raw and
converted logging data are copied and then sent via e-mail to Denison, where all
data is checked and reviewed.

Samples of drill core are chosen on the basis of radiometric
data collected during core logging. This radiometric data is obtained by using a
hand held scintillometer. The general concept behind the scintillometer is
similar to the gamma probe except the radiometric pulses are displayed on a
scale and the respective count rates are recorded manually by the geologist
logging the core. The hand-held scintillometer provides quantitative data only
and cannot be used to calculate uranium grades. However, it does allow the
geologist to identify uranium mineralization in the core and to select intervals
for geochemical sampling.

Additional samples are collected above and below the horizons
of interest in order to "close-off" sample intervals. Sample widths are selected
according to radiometric values and lithologic  geochemical breaks or changes.
All reasonable efforts are made to ensure that splitting of the core is
representative and that no significant sampling biases occur. Once the sample
intervals are identified, an exclusive sample number is assigned to each
interval and recorded by the on-site geologist.

After the geological logging of the core and sample selection,
all of the selected sample intervals of drill core are split longitudinally at
the drill site. One half of the core is placed in a new sample bag along with a
sample tag corresponding to the sample number. The other half of the core is
re-assembled in the core box and stored for future reference. Samples are
transported to Ulaanbaatar under the supervision of the project geologists and
delivered to either the Central Analytical Laboratory or Activation Laboratories
Ltd. for preparation. As standard procedure, field duplicates are included in
assay suites sent to the laboratories and reference samples are used to verify
laboratory controls and analytical repeatability.

Duplicate samples (10-30% of total) are sent to an external
laboratory for uranium assays. The specialized laboratory for radioactive
elements at the Sosnovgeology state exploration enterprise in Irkutsk, Russia is
used as the reference laboratory for external QC.

Zambia

All uranium exploration technical information is obtained,
verified and compiled under a formal QA/QC program in Zambia. The following
details the protocols used by all Denison staff and consultants.

Processes for Determining Uranium Content by Gamma
Logging Exploration for uranium deposits in Zambia typically involves
identification and testing of sandstones within sedimentary sequences. The
primary method of collecting information is through extensive drilling (both
Reverse Circulation and Diamond Drill coring) and the use of down hole
geophysical probes. The down hole geophysical probes measure natural gamma
radiation, from which an indirect estimate of uranium content can be made.

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The gamma radiation is detected by a sodium iodide crystal,
which when struck by a gamma ray emits a pulse of light. This pulse of light is
amplified by a photomultiplier tube, which outputs a current pulse.

The gamma probe is lowered to the bottom of a drill hole and
data is recorded as the tool is withdrawn up the hole. The current pulse is
carried up a conductive cable and processed by a logging system computer which
stores the raw gamma cps data.

If the gamma radiation emitted by the daughter products of
uranium is in balance with the actual uranium content of the measured interval,
then uranium grade can be calculated solely from the gamma intensity
measurement. Down hole cps data is subjected to a complex set of mathematical
equations, taking into account the specific parameters of the probe used, speed
of logging, size of bore hole, drilling fluids and presence or absence of and
type of drill hole casing. The result is an indirect measurement of uranium
content within the sphere of measurement of the gamma detector.

The basis of the indirect uranium grade calculation (referred
to as "eU3O8" for "equivalent U3O8") is the sensitivity of the sodium iodide
crystal used in each individual probe. Each probe's sensitivity is measured
against a known set of standard "test pits," with various known grades of
uranium mineralization, located at the U.S. DOEs Grand Junction, Colorado
office. The ratio of cps to known uranium grade is referred to as the probe
"K-Factor," and this value is determined for every gamma probe when it is first
manufactured and is also periodically checked throughout the operating life of
each probe. In addition, certain boreholes at the Mutanga property are cased and
the probes are periodically checked for any instrument drift. Application of the
K-Factor, along with other probe correction factors, allows for immediate grade
estimation in the field as each drill hole is logged.

Core Sampling, Processing, and AssayingIn addition
to purely geological purposes, drill core and reverse circulation chip samples
are collected for the following reasons:

| |  | verification of lithology as determined from
      geophysical logging and examination of drill cuttings;                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | determination of uranium content as a general check of
      gamma probing to determine if gamma measurement and chemical uranium
      content are close to balance;
| |  | whole rock analysis; and                                                                                                                                             

| |  | specific geochemistry for uranium species and
      other minerals of interest.
| | - | -------------------------------------------------------------------------------

Core diameter is typically 61.1 millimetres. For intervals
selected for laboratory analysis, one half of the core will normally be used and
the other half retained as a permanent record. The length of core submitted is
usually 0.5 metres and the maximum length per sample is one metre. Sample
intervals are selected by geologists in the field based on lithology,
mineralization and uranium grade (from gamma logging and from hand-held
scintillometers).

Samples are analyzed at the ALS Minerals Laboratory in
Johannesburg, South Africa. Samples are transported in a dedicated truck from
Zambia to Johannesburg, South Africa where ALS Minerals operates a dedicated
sample preparation facility. The sample is crushed, pulped and homogenized and a
sample pulp representing 5.0% of the sample is sent to a secondary laboratory,
Setpoint Laboratory (Africa Mineral Standard Group), which is fully certified
and accredited for XRF Pressed Disc Analysis by South African standards. The
Setpoint Laboratory Group is an ISO7025 accredited laboratory.

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Quality Assurance and Quality Control MeasuresDrill
hole logging is conducted by trained and dedicated personnel devoted solely to
this task. The tools, and a complete set of spares, were manufactured by Mount
Sopris Instrument Company in Golden, Colorado and were shipped to Zambia in
2007. Denison has retained the services of a senior geophysical consultant to
oversee training, implementation, and quality control protocols with the Zambian
logging personnel. All tools were checked and calibrated before being shipped to
Zambia, and a variety of system checks and standards have also been established
for routine checking and calibration of tools. In addition, a mineralized hole
at the Mutanga Project was cased specifically to be logged periodically to
ensure exact repeatability of the gamma probes.

Drill hole logging data is stored on digital media in the
logging truck at the exploration sites. The raw and converted logging data are
periodically copied electronically to the Companys Lusaka, Toronto and
Saskatoon offices, where all data is checked and reviewed.

Samples of drill core or reverse circulation drill chips are
chosen on the basis of radiometric data collected during core logging. This
radiometric data is obtained by using a hand-held scintillometer (RS 125 Super
Gamma Ray Scintollometer), and on the basis of down hole probing results. The
general concept behind the scintillometer is similar to the gamma probe except
the radiometric pulses are displayed on a scale and the respective count rates
are recorded manually by the technician logging the core or chips. The hand-held
scintillometer provides quantitative data only and cannot be used to calculate
uranium grades; however, it does allow the geologist to identify uranium
mineralization in the core and to select intervals for geochemical sampling.

Additional samples are collected above and below the horizons
of interest in order to "close-off" sample intervals. Sample widths are selected
according to radiometric values and lithologic breaks or changes. All reasonable
efforts are made to ensure that splitting of the core or bulk chip samples are
representative and that no significant sampling biases occur. Once the sample
intervals are identified, an exclusive sample number is assigned to each
interval and recorded by the on-site geologist.

After the geological logging of the core or chips and the
selection of representative samples, all of the remaining drill hole material is
stored at site for future reference. Drill core is stored in metal trays, and
reverse circulation drill chips are stored in numbered and tagged plastic bags.
All samples, irrespective of type, are kept in buildings constructed for the
purpose.

As standard procedure, field duplicates of reverse circulation
drill chips are included in assay suites sent to the laboratory. Standard
reference materials and blanks are used to monitor analytical accuracy and
contamination.

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Manager of UPCDMI is the manager of UPC. UPC is
a public company with the primary investment objective of achieving an
appreciation in the value of its uranium holdings. The Company does not,
directly or indirectly, have an ownership interest in UPC. As manager, DMI
provides the corporations officers and manages the activities of UPC including
purchasing uranium for and on behalf of UPC as directed by the UPC board,
arranging for its storage and attending to regulatory reporting for UPC.

For its management services, DMI receives the following fees
from UPC: a) a commission of 1.5% of the gross value of any purchases or sales of U3O8 and
UF6 completed at the request of the Board of Directors of UPC; b) a minimum annual management
fee of CAD$400,000 (plus reasonable out-of-pocket expenses) plus an additional
fee of 0.3% per annum based upon UPCs net asset value greater than CAD$100.0
million and c) an annual fee up to a maximum of CAD$200,000, at the discretion
of the Board of Directors of UPC, for on-going maintenance or work associated
with an initiative. The management services agreement has a three-year term and
may be terminated by either party upon the provision of 120 days written notice.

During 2014, DMI earned an aggregate of $2.18 million in
management and commission fees as manager of UPC.

Denison Environmental Services

DES was formed in 1997 to provide mine decommissioning and mine
care and maintenance services to industry and government, as well as to manage
Denisons post mine closure environmental obligations on its Elliot Lake
landholdings. Over the last few years the focus of DES has changed from mine
decommissioning to post-closure mine care and maintenance services and currently
93% of DESs business comes from these post-closure mine care and maintenance
services. DES is headquartered in Elliot Lake, Ontario.

The primary activities of DES in 2014 were: providing the
ongoing monitoring of Denisons two closed Elliot Lake mine sites; environmental
monitoring, effluent treatment and maintenance services for Rio Algom Ltd.s
five closed Elliot Lake mines; the care and maintenance of the Mt. Nansen Mine
in the Yukon; the care and maintenance of the closed Vale Shebandowan Mine and
Whistle Mine in northern Ontario; and the care and maintenance of a closed base
metal mine at Les Mines Selbaie in Quebec.

In 2014, DES also carried out work on several other smaller
contracts.

Environmental, Health and Safety Matters

The Company has adopted an Environmental, Health and Safety
Policy (the EHS Policy) that affirms Denisons commitment to
environmentally responsible management and compliance with occupational health
and safety laws. Under the EHS Policy, the Company has committed to run its
operations in compliance with applicable legislation, in a manner that minimizes
the impact on our ecosystem. The EHS Policy mandates the use of regular
monitoring programs to identify risks to the environment, to the public and to
Denisons employees and to ensure compliance with regulatory requirements. The
EHS Policy also sets out Denisons requirement to train its employees regarding
environmental and health and safety compliance and best practices and to provide
adequate resources in this regard. Finally, the EHS Policy requires regular
reporting to the Board regarding the Companys compliance and the results of the
Companys monitoring.

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CanadaMcClean Lake At McClean Lake,
construction activities for the mill expansion were ongoing throughout the year
and operations restarted in September 2014 processing both Cigar Lake and
McClean Lake ores. In 2014 there were three lost time accidents resulting in a
Lost Time Incident Rate of 0.4 and a Severity of 4.3. There were three
reportable spills, all of which were minor in nature and successfully
remediated. There was one release of sulphur dioxide in December which exceeded
the one hour action level exceedance. All radiological monitoring was conducted
in accordance with the routine schedule. The facility has maintained its
internationally recognized ISO 14001:2004 and OHSAS 18001certification.

The McClean operation and the Midwest project are combined
under a single Operating Licence issued by the CNSC. The combined Preliminary
Closure Plan was prepared by ARC and approved by the authorities in 2009, estimating the total decommissioning and reclamation costs to be
CAD$43.1 million. Financial assurances are in place for this entire amount, with
Denisons share being CAD$9.7 million. The Preliminary Closure Plan was updated
by ARC in 2014 and is under review by the authorities. The updated plan
estimates the total decommissioning and reclamation costs to be CAD$99.8
million. Denisons share will be CAD$22.5 million.

Elliot Lake Denison's uranium mine at Elliot Lake,
Ontario, which started operations in 1957, was permanently closed upon
completion of deliveries of U3O8 to Ontario Hydro in May 1992.During its 35
years of continuous operation, the facility produced 147 million pounds of U3O8
in concentrates from the milling of 70 million tons of ore.

By 1998, all significant capital reclamation activities at
Denison's two closed Elliot Lake mines had been completed and, for the most
part, decommissioning has progressed to the long-term monitoring phase.

During 2014, the treatment plants operated as planned and all
environmental targets were met. Monitoring and other remediation related
expenses were CAD$0.7 million for the year. Monitoring costs for 2015 are budgeted
to be CAD$0.8 million. All expenditures are funded from the Reclamation Trust
described below under Reclamation. It is estimated that sufficient funds are
in the Reclamation Trust to meet all monitoring costs through 2020.

All activities and monitoring results are reviewed regularly by
the CNSC and the Elliot Lake Joint Regulatory Group, which consists of federal
and provincial regulators.

Pursuant to a Reclamation Funding Agreement, effective June 30,
1994, with the Governments of Canada and Ontario, Denison has established a
Reclamation Trust from which all spending on its Elliot Lake reclamation
activities is funded. When the Reclamation Trust was first established in 1994,
Denison was required to deposit 90% of its cash receipts after deducting
permitted expenses, as defined in such agreement, into the Reclamation Trust. In
1997, the Governments of Canada and Ontario agreed to suspend the 90% funding
requirement provided Denison maintained four years of cash requirements in the
Reclamation Trust. Early in 1999, the Governments of Canada and Ontario agreed
to further amend the Reclamation Funding Agreement, effective when Denison
received an amended site decommissioning licence, which was obtained on April
22, 1999. Pursuant to that amendment, Denison is required to maintain sufficient
funds in the Reclamation Trust to meet six years of cash requirements.

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The CNSC has proposed the modification of the licences for Elliot Lake to a single Waste Disposal Licence for both facilities (see Government Regulation - Canadian Uranium Industry). Under the proposed Waste Disposal Licence,
the reclamation funding arrangement may be modified, but at this point in time
the Company believes that it will be able to maintain the current funding
agreement.

Denison Environmental Services DES has maintained
its internationally recognized ISO 9001:2008 certification which is a
certification for Quality Management Systems. In 2014, DES had no lost time
accidents.

Exploration The Denison exploration office in
Saskatchewan had no lost time accidents or medical aids in 2014. All required
permits were obtained, and the exploration sites were remediated as required.

MongoliaThere were neither medical aids, nor lost
time accidents during 2014.

Africa There were neither medical aids, nor lost
time accidents during 2014 at the Companys projects in Mali, Namibia or Zambia.
In addition there were no environmental exceedances.

Government Regulation

Canadian Uranium IndustryThe federal government
recognizes that the uranium industry has special importance in relation to the
national interest and therefore regulates the mining, extraction, use and export
of uranium under the Nuclear Safety and Control Act (NSCA). The
NSCA is administered by the CNSC which issues licences pursuant to the
regulations under the NSCA. All of the McClean Lake and Midwest uranium
operations are governed primarily by such licences and are subject to all
applicable federal statutes and regulations and to all laws of general
application in Saskatchewan, except to the extent that such laws conflict with
the terms and conditions of the licences or applicable federal laws.

The export of uranium is regulated by the Canadian federal
government which establishes nuclear energy policy. Denisons uranium exports
are required to have export licences and export permits granted by the CNSC and
the Department of Foreign Affairs and International Trade respectively.

Environmental matters related to the McClean Lake uranium
facility and the Midwest project are regulated by the CNSC and Saskatchewan
Environment. A number of other ministries and departments of the federal and
Saskatchewan governments also regulate certain aspects of the operation. Prior
to proceeding with development of the McClean Lake uranium facility and Midwest
project, the proponents were required to submit Environmental Impact Statements
for review. After completion of that review and receipt of recommendations, the
federal and Saskatchewan governments issued the appropriate authorizations,
subject to the normal licensing process, for the McClean Lake uranium facility
in 1995 and for Midwest in 1998.

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Land TenureCanadaThe right to explore
for minerals is acquired in Saskatchewan under a mineral claim from the province
of Saskatchewan (a Mineral Claim). The initial term of a Mineral Claim
is two years, renewable for successive oneyear periods, provided the Mineral
Claim is in good standing. To maintain a Mineral Claim in good standing,
generally, the holder of a Mineral Claim must expend a prescribed amount on
exploration. Excess expenditures can be applied to satisfy expenditure
requirements for future claim years. Except for exploration purposes, a Mineral
Claim does not grant the holder the right to mine minerals. A holder of a
Mineral Claim in good standing has the right to convert a Mineral Claim into a
Mineral Lease. Surface exploration work on a Mineral Claim requires additional
governmental approvals.

The right to mine minerals in Saskatchewan is acquired under a
mineral lease from the province (a Mineral Lease). A Mineral Lease is
for a term of 10 years, with a right to renew for successive 10-year terms in
the absence of default by the lessee. The lessee is required to spend certain
amounts for work during each year of a Mineral Lease. A Mineral Lease cannot be
terminated except in the event of default and for certain environmental
concerns, as prescribed in The Crown Minerals Act (Saskatchewan).
However, Mining Leases may be amended unilaterally by the lessor by amendment to
The Crown Minerals Act (Saskatchewan) or The Mineral Disposition
Regulations, 1986 (Saskatchewan).

The surface facilities and mine workings are located on lands
owned by the Province of Saskatchewan. The right to use and occupy lands is
acquired under a surface lease (a Surface Lease) from the Province of
Saskatchewan. A Surface Lease is for a period of time, up to a maximum of 33
years, as is necessary to allow the lessee to operate its mine and plant and
thereafter to carry out the reclamation of the lands involved. Surface Leases
are also used by the Province of Saskatchewan as a mechanism to achieve certain
environmental protection, radiation protection and socio-economic objectives and
contain certain undertakings in this regard.

Canadian RoyaltiesThe Province of Saskatchewan
imposes royalties on the sale of uranium extracted from ore bodies in the
province in accordance with Part III of The Crown Mineral Royalty Regulations
(the Regulations) pursuant to The Crown Minerals Act (the
Act). Significant revisions to the uranium royalty regime in
Saskatchewan became effective in 2013. The new royalty system is effective
retroactive to January 1, 2013 and has three components:

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| |      |                                                                                                                                                                              
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | Basic Royalty: Computed as 5% of gross revenues derived
      from uranium extracted from ore bodies in the province;                                                        
| |      |                                                                                                                                                                              
| | (ii) | Saskatchewan Resource Credit: Reduction in the basic
      royalty equal to 0.75% of gross revenues derived from uranium extracted
      from ore bodies in the province; and

| |       |                                                                                                                                                               
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | Profit Royalty: Computed as 10% to 15% of net profits
      derived from the mining and processing of uranium extracted from ore
      bodies in the province.

Under the new system, each owner or joint venture participant
in a uranium mine is a royalty payer. Individual interests are consolidated on a
corporate basis for the computation and reporting of royalties due to the
province.

Royalty payments are due to the province on or before the last
day of the month following the month in which the royalty payer sold, or
consumed, the uranium for the purposes of the basic royalty, and quarterly
installments are required based on estimates of net profits in respect of the
profit royalty.

Gross revenue, for the Basic Royalty, is determined in
accordance with the Regulations and allows for reductions based on specified
allowances. Net profit, for the Profit Royalty, is calculated based on the
recognition of the full dollar value of a royalty payers exploration, capital,
production, decommissioning and reclamation costs, in most cases, incurred after
January 1, 2013. Net profits will be taxed under the profit royalty at a rate of
10% for net profits up to and including CAD$22.00 per kilogram (CAD$10 per
pound) of uranium sold, and at 15% for net profits in excess of CAD$22.00 per
kilogram The CAD$22.00 threshold is applicable for 2013 (the base year) and is
indexed in subsequent years for inflation.

Canadian Income and Other TaxesDenison and its
Canadian subsidiaries are subject to federal and provincial income taxes. In
2014, taxable income was subject to federal taxes at a rate of 15%, and
provincial taxes in Saskatchewan, Ontario, Quebec, British Columbia and the
Yukon Territory at rates varying between 10% and 15%. Taxable income for each
entity is allocated between provinces and territories based on a two point
average of the proportion of salaries and revenues attributable to each province
or territory. Denison expects that it will not be liable for Canadian income
taxes on a current tax basis for the financial year ended 2014. As a resource
corporation in Saskatchewan, Denison is also subject to a resource surcharge
equal to 3% of the value of resource sales from production in Saskatchewan, if
any, during the year.

In recent years, Denison has issued shares eligible for
treatment as flow through shares, as defined in subsection 66(15) of the
Income Tax Act(Canada). As a result, a significant portion of Denison's
Canadian Exploration Expenditures have been renounced to shareholders and are
not available to Denison as a tax deduction in the current year or future years.

Other International TaxesDenisons operations in
Mali, Mongolia, and Namibia are also subject to income taxes in their respective
jurisdictions. Due to the stage of the projects in these foreign jurisdictions,
Denison has not been liable to pay income taxes in past years, and does not
expect to be liable to pay income taxes while these projects are in the
exploration and / or development stages.

In Zambia, Denisons operations are categorized as Mining
operations and in past years would have been subject to a production royalty
under the countrys Mines and Mineral Development Act(Mines
Act) as well a tax on profit under the Income Tax Act (Tax
Act). In late 2014, the Zambian government enacted changes to both the
Mines Act and Tax Act (the Amendments) whereby operations involved in
the mining of any material other than industrial minerals (e.g. gravel and
limestone) would be subject to only a production royalty under the Mines Act and
would no longer be taxed on profits under the Tax Act. The Amendments also
increase the rate of the production royalty applicable to non-industrial
minerals from 6% to 8% in the case of underground mining and to 20% in the case
of open pit mining. As uranium is not considered an industrial mineral, Denison
expects that the new regime introduced by the Amendments will apply to the
Companys operations in Zambia.

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Audit / Review by Taxing AuthoritiesFrom time to
time, Denison is subject to audit / review by various taxing authorities in the
above noted jurisdictions. In certain jurisdictions, periodic reviews are
carried out by taxing authorities in the ordinary course of business. Denison
cooperates with all requests received from taxing authorities, and is not
currently engaged in a material dispute with any of the applicable taxing
authorities.

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Risk Factors

There are a number of factors that could negatively affect
Denisons business and the value of the Shares, including the factors listed
below. The following information pertains to the outlook and conditions
currently known to Denison that could have a material impact on the financial
condition of Denison. Other factors may arise in the future that are currently
not foreseen by management of Denison that may present additional risks in the
future. Current and prospective security holders of Denison should carefully
consider these risk factors.

Nature of Exploration and DevelopmentExploration
for and development of mineral properties is speculative, and involves
significant uncertainties and financial risks that even a combination of careful
evaluation, experience and knowledge may not eliminate. While the discovery of
an ore body may result in substantial rewards, few properties which are explored
are commercially mineable or ultimately developed into producing mines. Major
expenses may be required to establish mineral reserves by drilling, constructing
mining and processing facilities at a site, developing metallurgical processes
and extracting uranium from ore. It is impossible to ensure that the current
exploration and development programs of Denison will result in profitable
commercial mining operations.

Denisons current and future uranium production is dependent in
part on the successful development of new ore bodies and/or expansion of
existing mining operations. The economic feasibility of development projects is
based upon many factors, including, among others: the accuracy of mineral
reserve and resource estimates; metallurgical recoveries; capital and operating
costs of such projects; government regulations relating to prices, taxes,
royalties, infrastructure, land tenure, land use, importing and exporting, and
environmental protection; and uranium prices, which are historically cyclical.
Development projects are also subject to the successful completion of
engineering studies, issuance of necessary governmental permits and availability
of adequate financing.

Development projects have no operating history upon which to
base estimates of future cash flow. Denisons estimates of mineral reserves and
resources and cash operating costs are, to a large extent, based upon detailed
geological and engineering analysis. Denison also conducts feasibility studies
which derive estimates of capital and operating costs based upon many factors,
including, among others: anticipated tonnage and grades of ore to be mined and
processed; the configuration of the ore body; ground and mining conditions;
expected recovery rates of the uranium from the ore; and alternate mining
methods.

It is possible that actual costs and economic returns of
current and new mining operations may differ materially from Denisons best
estimates. It is not unusual in the mining industry for new mining operations to
experience unexpected problems during the start-up phase, take much longer than
originally anticipated to bring into a producing phase, and to require more
capital than anticipated.

Benefits Not Realized From TransactionsDenison has
completed a number of transactions over the last several years, including
without limitation the Rockgate Offer and Arrangement, the IEC Arrangement, the
Fission Arrangement, the JNR Acquisition and the EFR Arrangement. Despite
Denisons belief that these transactions, and others which may be completed in
the future, will be in Denisons best interest and benefit the Company and
Denisons shareholders, Denison may not realize the anticipated benefits of such
transactions or realize the full value of the consideration paid to complete the
transactions. This could result in significant accounting impairments or
write-downs of the carrying values of mineral properties, and could adversely
impact the Company and the price of its Shares.

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Inability to Expand and Replace Mineral Reserves and
ResourcesDenisons mineral reserves and resources at its McClean Lake,
Midwest, Wheeler River, Waterbury Lake, GSJV and Mutanga projects are Denisons
future sources of uranium concentrates. Unless other mineral reserves or
resources are discovered, Denisons sources of future production for uranium
concentrates will decrease over time when its current mineral reserves and
resources are depleted. There can be no assurance that Denisons future
exploration, development and acquisition efforts will be successful in
replenishing its mineral reserves and resources. In addition, while Denison
believes that many of its properties will eventually be put into production,
there can be no assurance that they will be or that they will be able to replace
production.

Imprecision of Mineral Reserve and Resource EstimatesMineral reserve and resourcefigures are estimates, and no
assurances can be given that the estimated levels of uranium will be produced or
that Denison will receive the prices assumed in determining its mineral reserves
and resources. Such estimates are expressions of judgment based on knowledge,
mining experience, analysis of drilling results and industry practices. Valid
estimates made at a given time may significantly change when new information
becomes available. While Denison believes that the mineral reserve and
resourceestimates included are well established and reflect managements
best estimates, by their nature, mineral reserve and resourceestimates
are imprecise and depend, to a certain extent, upon statistical inferences which
may ultimately prove unreliable. Furthermore, market price fluctuations, as well
as increased capital or production costs or reduced recovery rates, may render
mineral reserves and resources containing lower grades of mineralization
uneconomic and may ultimately result in a restatement of mineral reserves and
resources. The evaluation of mineral reserves or resourcesis always
influenced by economic and technological factors, which may change over time.

Volatility and Sensitivity to Market PricesThe long
and short term market prices of U3O8 affect the value of Denisons mineral
resources and the market price of the Shares. Historically, these prices have
fluctuated and have been and will continue to be affected by numerous factors
beyond Denisons control. Such factors include, among others: demand for nuclear
power, political and economic conditions in uranium producing and consuming
countries, public and political response to a nuclear incident, reprocessing of
used reactor fuel and the re-enrichment of depleted uranium tails, sales of
excess civilian and military inventories (including from the dismantling of
nuclear weapons) by governments and industry participants, uranium supply,
including the supply from other secondary sources and production levels and
costs of production.

Public Acceptance of Nuclear Energy and Competition from
Other Energy SourcesGrowth of the uranium and nuclear power industry
will depend upon continued and increased acceptance of nuclear technology as a
means of generating electricity. Because of unique political, technological and
environmental factors that affect the nuclear industry, including the risk of a
nuclear incident, the industry is subject to public opinion risks that could
have an adverse impact on the demand for nuclear power and increase the
regulation of the nuclear power industry. Nuclear energy competes with other
sources of energy, including oil, natural gas, coal and hydro-electricity. These
other energy sources are to some extent interchangeable with nuclear energy,
particularly over the longer term. Sustained lower prices of oil, natural gas,
coal and hydroelectricity may result in lower demand for uranium concentrates.
Technical advancements in renewable and other alternate forms of energy, such as
wind and solar power, could make these forms of energy more commercially viable
and put additional pressure on the demand for uranium concentrates.

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Market Price of SharesSecurities of mining
companies have experienced substantial volatility in the past, often based on
factors unrelated to the financial performance or prospects of the companies
involved. These factors include macroeconomic conditions in North America and
globally, and market perceptions of the attractiveness of particular industries.
The price of Denison's securities is also likely to be significantly affected by
short-term changes in commodity prices, other mineral prices, currency exchange
fluctuation, or changes in its financial condition or results of operations as
reflected in its periodic earnings reports. Other factors unrelated to the
performance of Denison that may have an effect on the price of the securities of
Denison include the following: the extent of analytical coverage available to
investors concerning the business of Denison; lessening in trading volume and
general market interest in Denison's securities; the size of Denison's public
float and its inclusion in market indices may limit the ability of some
institutions to invest in Denison's securities; and a substantial decline in the
price of the securities of Denison that persists for a significant period of
time could cause Denison's securities to be delisted from an exchange. If an
active market for the securities of Denison does not continue, the liquidity of
an investor's investment may be limited and the price of the securities of the
Company may decline such that investors may lose their entire investment in the
Company. As a result of any of these factors, the market price of the securities
of Denison at any given point in time may not accurately reflect the long-term
value of Denison. Securities class-action litigation often has been brought
against companies following periods of volatility in the market price of their
securities. Denison may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and damages and divert
management's attention and resources.

Dilution from Further Equity FinancingIf Denison
raises additional funding by issuing additional equity securities, such
financing may substantially dilute the interests of Shareholders and reduce the
value of their investment.

Reliance on Other OperatorsAt some of its
properties, Denison is not the operator and therefore is not in control of all
of the activities and operations at the site. As a result, Denison is and will
be, to a certain extent, dependent on the operators for the nature and timing of
activities related to these properties and may be unable to direct or control
such activities.

As an example, ARC is the operator and majority owner of the
McClean Lake and Midwest properties in Saskatchewan, Canada, The McClean Lake
mill employs unionized workers who work under collective agreements. ARC, as the
operator, is responsible for all dealings with unionized employees. ARC may not
be successful in its attempts to renegotiate the collective agreements, which
may impact mill and mining operations. Any lengthy work stoppages may have a
material adverse impact on the Companys future cash flows, earnings, results of
operations and financial condition.

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Ore from the CLJV is currently being processed by the MLJV at
the McClean Lake mill pursuant to a toll milling agreement, which is expected to
generate revenue for the Company for several years. Any delays or stoppages in
the delivery of ores by the operator of the CLJV or in processing of the ore by the
operator of the MLJV may have an adverse impact on the Companys expected cash
flows or earnings.

Operations in Foreign JurisdictionsThe Company owns
uranium properties directly and through joint venture interests and is
undertaking uranium exploration and development programs in Zambia, Mali,
Namibia, and Mongolia. As with any foreign operation, these international
properties and interests are subject to certain risks, such as the possibility
of adverse political and economic developments, foreign currency controls and
fluctuations, as well as risks of war and civil disturbances. Other events may
limit or disrupt activities on these properties, restrict the movement of funds,
result in a deprivation of contract rights or the taking of property or an
interest therein by nationalization or expropriation without fair compensation,
increases in taxation or the placing of limits on repatriations of earnings. No
assurance can be given that current policies of Zambia, Mali, Namibia and
Mongolia or the political situations within these countries will not change so
as to adversely affect the value or continued viability of the Companys
interest in these assets.

In addition, the Company may become involved in a dispute with
respect to one of its foreign operations and may become subject to the exclusive
jurisdiction of a foreign court or may find that it is not successful in
subjecting foreign persons to the jurisdiction of the courts in Canada. The
Company may also be precluded from enforcing its rights with respect to a
government entity because of the doctrine of sovereign immunity.

Property Title RiskThe Company has investigated its
rights to explore and exploit all of its material properties and, to the best of
its knowledge, those rights are in good standing. However, no assurance can be
given that such rights will not be revoked, or significantly altered, to its
detriment. There can also be no assurance that the Companys rights will not be
challenged or impugned by third parties, including the local governments, and in
Canada, by First Nations and Métis.

There is also a risk that Denison's title to, or interest in,
its properties may be subject to defects or challenges. This may be true
particularly in countries where there may be less developed legal systems or
where ownership interests may become subject to political interference or
changes in laws. If such defects cover a material portion of Denison's property,
they could materially and adversely affect Denison's results of operations and
financial condition, its reported mineral reserves and resources or its
long-term business prospects.

Competition for PropertiesSignificant competition
exists for the limited supply of mineral lands available for acquisition. Many
participants in the mining business include large, established companies with
long operating histories. The Company may be at a disadvantage in acquiring new
properties as many mining companies have greater financial resources and more
technical staff. Accordingly, there can be no assurance that the Company will be
able to compete successfully to acquire new properties or that any such acquired
assets would yield reserves or result in commercial mining operations.

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Global Financial ConditionsGlobal financial
conditions have been subject to increased volatility and numerous financial
institutions have either gone into bankruptcy or have had to be rescued by
governmental authorities. Access to financing has been negatively impacted by
both sub-prime mortgages and the liquidity crisis affecting the asset-backed
commercial paper market and the effect of these events on Canadian and global
credit markets. These factors may impact the ability of Denison to obtain equity
or debt financing in the future and, if obtained, on terms favourable to
Denison. These increased levels of volatility and market turmoil could adversely
impact Denison's operations and the trading price of the Shares.

Ability to Maintain Obligations under Credit Facility and
Other DebtDenison is required to satisfy certain financial
covenants in order to maintain its good standing under the Credit Facility.
Denison may from time to time enter into other arrangements to borrow money in
order to fund its operations and expansion plans, and such arrangements may
include covenants that have similar obligations or that restrict its business in
some way. Events may occur in the future, including events out of Denison's
control that would cause Denison to fail to satisfy its obligations under the
Credit Facility or other debt instruments. In such circumstances, the amounts
drawn under Denison's debt agreements may become due and payable before the
agreed maturity date, and Denison may not have the financial resources to repay
such amounts when due. The Credit Facility is secured by DMI's main properties
by a pledge of the shares of DMI. If Denison were to default on its obligations
under the Credit Facility or other secured debt instruments in the future, the
lender(s) under such debt instruments could enforce their security and seize
significant portions of Denison's assets.

Capital Intensive Industry; Uncertainty of FundingThe exploration and development of mineral properties and the ongoing
operation of mines requires a substantial amount of capital and may depend on
Denisons ability to obtain financing through joint ventures, debt financing,
equity financing or other means. General market conditions, volatile uranium
markets, a claim against the Company, a significant disruption to the Companys
business or operations or other factors may make it difficult to secure
financing necessary for the expansion of mining activities or to take advantage
of opportunities for acquisitions. There is no assurance that the Company will
be successful in obtaining required financing as and when needed on acceptable
terms.

Decommissioning and ReclamationAs owner of the
Elliot Lake decommissioned sites and part owner of the McClean Lake mill,
McClean Lake mines, the Midwest uranium project and certain exploration
properties, and for so long as the Company remains an owner thereof, the Company
is obligated to eventually reclaim or participate in the reclamation of such
properties. Most, but not all, of the Companys reclamation obligations are
bonded, and cash and other assets of the Company have been reserved to secure
this obligation. Although the Companys financial statements record a liability
for the asset retirement obligation, and the bonding requirements are generally
periodically reviewed by applicable regulatory authorities, there can be no
assurance or guarantee that the ultimate cost of such reclamation obligations
will not exceed the estimated liability contained on the Companys financial
statements.

As Denisons properties approach or go into decommissioning,
regulatory review of the Companys decommissioning plans may result in
additional decommissioning requirements, associated costs and the requirement to
provide additional financial assurances. It is not possible to predict what
level of decommissioning and reclamation (and financial assurances relating
thereto) may be required from Denison in the future by regulatory authorities.

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Technical Innovation and ObsolescenceRequirements
for Denisons products and services may be affected by technological changes in
nuclear reactors, enrichment and used uranium fuel reprocessing. These
technological changes could reduce the demand for uranium or reduce the value of
Denisons environmental services to potential customers. In addition, Denisons
competitors may adopt technological advancements that give them an advantage
over Denison.

Mining and InsuranceDenisons business is capital
intensive and subject to a number of risks and hazards, including environmental
pollution, accidents or spills, industrial and transportation accidents, labour
disputes, changes in the regulatory environment, natural phenomena (such as
inclement weather conditions earthquakes, pit wall failures and cave-ins) and
encountering unusual or unexpected geological conditions. Many of the foregoing
risks and hazards could result in damage to, or destruction of, Denisons
mineral properties or processing facilities, personal injury or death,
environmental damage, delays in or interruption of or cessation of production
from Denisons mines or processing facilities or in its exploration or
development activities, delay in or inability to receive regulatory approvals to
transport its uranium concentrates, or costs, monetary losses and potential
legal liability and adverse governmental action. In addition, due to the
radioactive nature of the materials handled in uranium mining and processing,
additional costs and risks are incurred by Denison on a regular and ongoing
basis. Although Denison maintains insurance to cover some of these risks and
hazards in amounts it believes to be reasonable, such insurance may not provide
adequate coverage in the event of certain circumstances. No assurance can be
given that such insurance will continue to be available or it will be available
at economically feasible premiums or that it will provide sufficient coverage
for losses related to these or other risks and hazards.

Denison may be subject to liability or sustain loss for certain
risks and hazards against which it cannot insure or which it may reasonably
elect not to insure because of the cost. This lack of insurance coverage could
result in material economic harm to Denison.

Dependence on Issuance of Licence Amendments and RenewalsARC maintains the regulatory licences in order to operate the mill
at McClean Lake, all of which are subject to renewal from time to time and are
required in order for the mill to operate in compliance with applicable laws
and regulations. In addition, depending on ARC's or the Companys business requirements,
it may be necessary or desirable to seek amendments to one or more of its licences from time to time. While
ARC and the Company have been successful in renewing
its licences on a timely basis in the past and in obtaining such amendments as
have been necessary or desirable, there can be no assurance that such licence
renewals and amendments will be issued by applicable regulatory authorities on a
timely basis or at all in the future.

Governmental Regulation and Policy RisksUranium
mining and milling operations and exploration activities, as well as the
transportation and handling of the products produced, are subject to extensive
regulation by state, provincial and federal governments. Such regulations relate
to production, development, exploration, exports, imports, taxes and royalties,
labour standards, occupational health, waste disposal, protection and
remediation of the environment, mine decommissioning and reclamation, mine
safety, toxic substances, transportation safety and emergency response, and
other matters. Compliance with such laws and regulations has increased the costs
of exploring, drilling, developing, constructing, operating and closing
Denisons mines and processing facilities. It is possible that, in the future,
the costs, delays and other effects associated with such laws and regulations
may impact Denisons decision with respect to exploration and development
properties, whether to proceed with exploration or development, or that such
laws and regulations may result in Denison incurring significant costs to
remediate or decommission properties that do not comply with applicable
environmental standards at such time. Denison expends significant financial and
managerial resources to comply with such laws and regulations. Denison
anticipates it will have to continue to do so as the historic trend toward
stricter government regulation may continue. Because legal requirements are
frequently changing and subject to interpretation, Denison is unable to predict
the ultimate cost of compliance with these requirements or their effect on
operations. Furthermore, future changes in governments, regulations and
policies, such as those affecting Denisons mining operations and uranium
transport could materially and adversely affect Denisons results of operations
and financial condition in a particular period or its long-term business
prospects.

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Failure to comply with applicable laws, regulations and
permitting requirements may result in enforcement actions. These actions may
result in orders issued by regulatory or judicial authorities causing operations
to cease or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment or remedial actions.
Companies engaged in uranium exploration operations may be required to
compensate others who suffer loss or damage by reason of such activities and may
have civil or criminal fines or penalties imposed for violations of applicable
laws or regulations.

Worldwide demand for uranium is directly tied to the demand for
electricity produced by the nuclear power industry, which is also subject to
extensive government regulation and policies. The development of mines and
related facilities is contingent upon governmental approvals that are complex
and time consuming to obtain and which, depending upon the location of the
project, involve multiple governmental agencies. The duration and success of
such approvals are subject to many variables outside Denisons control. Any
significant delays in obtaining or renewing such permits or licences in the
future could have a material adverse effect on Denison. In addition, the
international marketing of uranium is subject to governmental policies and
certain trade restrictions. Changes in these policies and restrictions may
adversely impact Denisons business.

Aboriginal Title and Consultation IssuesFirst
Nations and Métistitle claims as well as related consultation issues may
impact Denisons ability and that of its joint venture partners to pursue
exploration, development and mining at its Saskatchewan properties. Pursuant to
historical treaties, First Nations bands in Northern Saskatchewan ceded title to
most traditional lands but continue to assert title to the minerals within the
lands. Managing relations with the local native bands is a matter of paramount
importance to Denison. There may be no assurance however that title claims as
well as related consultation issues will not arise on or with respect to the
Companys properties.

Environmental, Health and Safety RisksDenison has
expended significant financial and managerial resources to comply with
environmental protection laws, regulations and permitting requirements in each
jurisdiction where it operates, and anticipates that it will be required to
continue to do so in the future as the historical trend toward stricter
environmental regulation may continue. The uranium industry is subject to, not
only the worker health, safety and environmental risks associated with all
mining businesses, including potential liabilities to third parties for
environmental damage, but also to additional risks uniquely associated with
uranium mining and processing. The possibility of more stringent regulations
exists in the areas of worker health and safety, the disposition of wastes, the
decommissioning and reclamation of mining and processing sites, and other
environmental matters each of which could have a material adverse effect on the
costs or the viability of a particular project.

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Although the Company believes its operations are in compliance,
in all material respects, with all relevant permits, licences and regulations
involving worker health and safety as well as the environment, there can be no
assurance regarding continued compliance or ability of the Company to meet
stricter environmental regulation, which may also require the expenditure of
significant additional financial and managerial resources.

Mining companies are often targets of actions by
non-governmental organizations and environmental groups in the countries in
which they operate. Such organizations and groups may take actions in the future
to disrupt Denison's operations. They may also apply pressure to local, regional
and national government officials to take actions which are adverse to Denison's
operations. Such actions could have an adverse effect on Denison's ability to
produce and sell its products, and on its financial position and results.

Dependence on Key Personnel and Qualified and Experienced
EmployeesDenisons success depends on the efforts and abilities of
certain senior officers and key employees. Certain of Denisons employees have
significant experience in the uranium industry, and the number of individuals
with significant experience in this industry is small. While Denison does not
foresee any reason why such officers and key employees will not remain with
Denison, if for any reason they do not, Denison could be adversely affected.
Denison has not purchased key man life insurance for any of these individuals.
Denisons success also depends on the availability of qualified and experienced
employees to work in Denisons operations and Denisons ability to attract and
retain such employees.

Conflicts of InterestSome of the directors of
Denison are also directors of other companies that are similarly engaged in the
business of acquiring, exploring and developing natural resource properties.
Such associations may give rise to conflicts of interest from time to time. In
particular, one of the consequences will be that corporate opportunities
presented to a director of Denison may be offered to another company or
companies with which the director is associated, and may not be presented or
made available to Denison. The directors of Denison are required by law to act
honestly and in good faith with a view to the best interests of Denison, to
disclose any interest which they may have in any project or opportunity of
Denison, and to abstain from voting on such matter. Conflicts of interest that
arise will be subject to and governed by the procedures prescribed in the
Companys Code of Ethics and by the OBCA.

Disclosure and Internal ControlsInternal controls
over financial reporting are procedures designed to provide reasonable assurance
that transactions are properly authorized, assets are safeguarded against
unauthorized or improper use, and transactions are properly recorded and
reported. Disclosure controls and procedures are designed to ensure that
information required to be disclosed by a company in reports filed with
securities regulatory agencies is recorded, processed, summarized and reported
on a timely basis and is accumulated and communicated to companys management,
including its chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure. A control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance with respect to the reliability of reporting, including
financial reporting and financial statement preparation.

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Potential Influence of KEPCO As at the date hereof,
KEPCO holds indirectly a large shareholding in Denison and is contractually
entitled to Board representation. Provided KEPCO holds over 5% of the Shares, it
is entitled to nominate one director for election to the Board at any
shareholder meeting.

KEPCOs shareholding level gives it significant influence on
decisions to be made by shareholders of Denison, and its right to nominate a
director may give KEPCO influence on decisions made by Denison's Board. Although
KEPCO's director nominee will be subject to duties under the OBCA to act in the
best interests of Denison as a whole, KEPCO's director nominee is likely to be
an employee of KEPCO and he or she may give special attention to KEPCO's
interests as an indirect Shareholder. The interests of KEPCO as an indirect
Shareholder may not always be consistent with the interests of other
Shareholders.

The KEPCO SRA also includes provisions that will provide KEPCO
with a right of first offer for certain asset sales and the right to be
approached to participate in certain potential acquisitions. The right of first
offer and participation right of KEPCO may negatively affect Denison's ability
or willingness to entertain certain business opportunities, or the
attractiveness of Denison as a potential party for certain business
transactions. KEPCO's large shareholding block may also make Denison less
attractive to third parties considering an acquisition of Denison if those third
parties are not able to negotiate terms with KEPCO to support such an
acquisition.

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The SharesThe Company is entitled to issue an
unlimited number of Shares. As of December 31, 2014, Denison had an aggregate of
505,868,894 Shares issued and outstanding. As at the date hereof, Denison had an
aggregate of 506,438,669 Shares issued and outstanding.

Shareholders are entitled to receive notice of, and to one vote
per share at, every meeting of Shareholders, to receive such dividends as the
Board declares and to share equally in the assets of Denison remaining upon the
liquidation, dissolution or winding up of Denison after the creditors of Denison
have been satisfied.

Shareholders are entitled to receive dividends if, as and when
declared by the Board of Directors. The directors have adopted a policy of
dedicating cash flow to reinvestment in the business of the Company.
Accordingly, no dividends have been declared to date. Further, the Company is
restricted from paying dividends under its Credit Facility.

In 2014, the Company issued the following Shares, excluding
warrant and stock option exercises:

| |  | 2,312,622 Shares as part of the Rockgate
      Arrangement;                                                    
| | - | ---------------------------------------------------------------------------------------------------------------
| |  | 10,733,829 Shares as part of the IEC
      Arrangement;                                                        
| |  | 9,257,500 Shares at CAD$1.62 per Share on a
      private placement basis in connection with the 2014 Offering;

Fission Replacement Options and Fission WarrantsAs
at December 31, 2014, an aggregate 1,160,134
Fission Replacement Options were outstanding and, during the financial year
ended December 31, 2014, an aggregate of 517,849 Shares were issued on account of the
exercise of Fission Replacement Options.

Upon closing of the Fission Arrangement, Denison
assumed the Fission Warrants entitling the holders to an aggregate of 1,500,854
Shares upon exercise for an effective price of CAD$0.84 per share.

During the financial year ended December 31, 2014, an aggregate
of 536,060 Shares were issued on account of the exercise of Fission warrants. At
December 31, 2014, Fission Warrants exercisable into 562,675 Shares remained
outstanding.  All of the outstanding Fission Warrants were exercised prior
to their expiry on January 21, 2015, resulting in the issuance of 562,675 Shares
in 2015.

IEC Options and
WarrantsUpon the closing of the IEC Arrangement,
outstanding warrants and stock options of IEC were exchanged for options
(IEC Replacement Options) and warrants (IEC Replacement
Warrants) to acquire Shares, as adjusted by the exchange ratio. The IEC
Replacement Options expired 90 days after the IEC Arrangement closing date,
while the IEC Replacement Warrants retained the expiry dates of the originally
issued IEC warrants.

By December 31, 2014, no IEC Replacement Options were
outstanding and, during the financial year ended December 31, 2014, an aggregate
of 425,100 Shares were issued on account of the exercise of IEC Replacement
Options.


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- An aggregate of 143,000 IEC Replacement Warrants with an effective price of
  CAD$2.31 per Share, which expired on November 29, 2014. None of this series of
  IEC Replacement Warrants was exercised prior to expiry.
- An aggregate of 329,061 IEC Replacement Warrants with an effective price of
  CAD$1.54 per Share and expiring on June 5, 2015. None of this series of IEC
  Replacement Warrants was exercised prior to December 31, 2014.
- An aggregate of 188,066 IEC Replacement Warrants with an effective price of
  CAD$1.54 per Share and expiring on August 20, 2015. None of this series of IEC
  Replacement Warrants was exercised prior to December 31, 2014.

Price Range and Trading Volume of SharesThe Shares
trade on the TSX under the symbol DML and on the NYSE MKT under the symbol
DNN. The following table sets forth, for the periods indicated, the reported
intra-day high and low sales prices and aggregate volume of trading of the
Shares on the TSX and NYSE MKT.

|          | High (CAD$) | **Low
      (CAD$)** | Volume     | High (US$) | **Low
      (US$)** | Volume    
|--------- | ----------- | -------------------- | ---------- | ---------- | ------------------- | ----------
|Month     | TSX         | TSX                  | TSX        | NYSE MKT   | **NYSE
      MKT**  | NYSE MKT  
|          |             |                      |            |            |                     |           
|January   | 1.60        | 1.23                 | 51,368,883 | 1.46       | 1.16                | 31,230,217
|February  | 1.89        | 1.36                 | 54,142,537 | 1.70       | 1.22                | 33,869,899
|March     | 1.95        | 1.60                 | 53,383,945 | 1.76       | 1.44                | 32,861,444
|April     | 1.79        | 1.41                 | 32,112,746 | 1.63       | 1.28                | 17,967,794
|May       | 1.51        | 1.25                 | 32,400,244 | 1.38       | 1.14                | 19,111,879
|June      | 1.40        | 1.26                 | 22,617,013 | 1.30       | 1.16                | 8,775,541 
|July      | 1.53        | 1.30                 | 34,963,203 | 1.41       | 1.20                | 20,498,373
|August    | 1.49        | 1.35                 | 24,661,930 | 1.37       | 1.23                | 12,535,772
|September | 1.48        | 1.27                 | 22,423,336 | 1.36       | 1.13                | 13,200,907
|October   | 1.28        | 1.03                 | 28,167,149 | 1.14       | 0.90                | 16,282,184
|November  | 1.39        | 1.02                 | 38,442,759 | 1.23       | 0.90                | 16,854,211
|December  | 1.19        | 1.07                 | 25,433,179 | 1.02       | 0.92                | 11,933,808

Source: Bloomberg Finance

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Denisons Management

Denisons DirectorsThe following table sets out the
names and the provinces and countries of residence of each of the directors of
Denison as of the date hereof, their respective positions and offices held with
Denison and their principal occupations during the five preceding years. The
following table also identifies the members of each committee of the Board of
Directors.

|Name and Province and                            |  | Principal Occupation and Employment
      for                                                                                                                                                                                                                             |  |                  
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|Country of
      Residence                       |  | Past Five Years                                                                                                                                                                                                                                                           |  | Director Since(1)
|                                                 |  |                                                                                                                                                                                                                                                                           |  |                  
|JOHN H. CRAIG (3) Ontario, Canada                |  | Lead Director of the Board of the Company; Lawyer,
      Partner, Cassels Brock & Blackwell LLP, a business and litigation law
      firm based in Ontario.                                                                                                               |  | 1997             
|                                                 |  |                                                                                                                                                                                                                                                                           |  |                  
|W. ROBERT DENGLER(2, 4, 5) Ontario, Canada       |  | Corporate Director since 2006; prior: Vice-Chairman and
      Director of Dynatec Corporation in 2005; President and Chief Executive
      Officer of Dynatec Corporation.                                                                                                |  | 2006             
|                                                 |  |                                                                                                                                                                                                                                                                           |  |                  
|BRIAN D. EDGAR(3, 6, 7) British Columbia, Canada |  | Chairman of Silver Bull Resources, Inc., a mineral
      exploration company listed on both NYSE MKT and the TSX, since 2011, and
      President and Chief Executive Officer of Dome Ventures Corporation, a
      subsidiary of Silver Bull Resources Inc., since 2005. |  | 2005             
|                                                 |  |                                                                                                                                                                                                                                                                           |  |                  
|RON F. HOCHSTEIN(2) British Columbia, Canada     |  | Chief Executive Officer of the Company since
      January, 2015; director of the Company since 2000; prior: President and Chief
      Executive Officer of the Company since 2009.                                                                                       |  | 2000             
|                                                 |  |                                                                                                                                                                                                                                                                           |  |                  
|LUKAS H. LUNDIN Vaud, Switzerland                |  | Chairman of the Board of the Company; Mining Executive.                                                                                                                                                                                                                   |  | 1997             
|                                                 |  |                                                                                                                                                                                                                                                                           |  |                  
|JOO SOO PARK Naju-si, Korea                      |  | General Manager of Overseas Resources Development Dept,
      KEPCO, an international electric power company headquartered in Korea
      since 2012; prior: Senior Manager of Korea Electric Power Research
      Institute at KEPCO, since 2007.                        |  | 2015             

|                                                |  |                                                                                                                                                                                             |  |     
|----------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|WILLIAM A. RAND(4, 6) British Columbia, Canada  |  | Director of Rand Edgar Investment Corp., a private
      investment company based in British Columbia.                                                                                      |  | 1997
|                                                |  |                                                                                                                                                                                             |  |     
|CATHERINE J. G. STEFAN(3, 6, 8) Ontario, Canada |  | President, Stefan & Associates, a consulting firm
      based in Ontario, since 2009; prior: Managing Partner, Tivona Capital
      Corporation, a private investment firm, from 1999-2008. |  | 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 May 7, 2015.
|(2)    | Member, Environment, Health and Safety
      Committee                                                                                             
|(3)    | Member, Corporate Governance and Nominating
      Committee                                                                                        
|(4)    | Member, Compensation Committee                                                                                                                     
|(5)    | Chair, Compensation Committee and Environment
      Health and Safety Committee                                                                    
|(6)    | Member, Audit Committee                                                                                                                            
|(7)    | Chair, Corporate Governance and Nominating
      Committee                                                                                         
|(8)    | Chair, Audit Committee                                                                                                                             

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Denisons Executive OfficersThe following table
sets out the names and the provinces or states and countries of residence of
each of the executive officers of Denison as of the date hereof, their
respective positions and offices held with Denison and their principal
occupations during the five preceding years. Mr. Hochstein, the Chief Executive
Officer of the Company, is discussed under Directors above.

|Name and Province and                  |  |                                                                                                                                                                                                                               
|-------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Country of Residence                   |  | Position with Denison and Employment for
      Past Five Years                                                                                                                                                                
|                                       |  |                                                                                                                                                                                                                               
|STEVE BLOWER British Columbia, Canada  |  | Vice President, Exploration since September since 2012;
      prior: President, C.E.O. and a director of Pitchstone Exploration Ltd., a
      mineral exploration company from 2006  2012.                                   
|                                       |  |                                                                                                                                                                                                                               
|DAVID CATES Ontario, Canada            |  | President and Chief Financial Officer since 2015; Vice
      President Finance, Tax and Chief Financial Officer since 2013; prior:
      Director, Taxation from 2008-2012.                                                   
|                                       |  |                                                                                                                                                                                                                               
|SHEILA COLMAN British Columbia, Canada |  | General Counsel and Corporate Secretary since 2009;                                                                                                                                                                           
|                                       |  |                                                                                                                                                                                                                               
|PETER LONGO Saskatchewan, Canada       |  | Vice President, Project Development since 2014; prior:
      Vice-President, Operations, Claude Resources Inc., a gold mining company
      from 2011- 2014; prior Project Manager, AREVA Resources Inc. from
      2007-2011.
|                                       |  |                                                                                                                                                                                                                               
|MICHAEL SCHOONDERWOERD Ontario, Canada |  | Vice-President Controller since 2013; prior, Corporate
      Controller, 2004  2012.                                                                                                                                         

The directors and executive officers of Denison, as a group,
beneficially own, or control or direct, directly or indirectly, 2,718,396 Shares
or less than one percent of the Shares as of the date of this AIF. No single
director or officer beneficially owns or controls or directs, directly or
indirectly, one percent or more of the Shares as of the date of this AIF. The
information as to Shares beneficially owned or directed by the directors and
officers, not being within the knowledge of the Company, has been furnished by
each such individual.

Cease Trade Orders, Bankruptcies, Penalties or
SanctionsOther than as referred to below, no director or officer of the
Company:

|(a) | is, as at the date of this AIF, or has, within the
      previous ten year period, been a director or executive officer of a
      company (including Denison) that:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                     
|    | (i)                                                                                                                                                                 
|    |                                                                                                                                                                     
|    | (ii)                                                                                                                                                                

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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 become subject to or instituted any proceedings,
      arrangement or compromise with creditors, or had a receiver, receiver
      manager or trustee appointed to hold such persons assets; or                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|(c) | is, or has been, subject to any penalties or sanctions
      (i) imposed by a court relating to securities legislation or by a
      securities regulatory authority or has entered into a settlement agreement
      with a securities regulatory authority, or (ii) imposed by a court or
      regulatory body that would likely be considered important to a reasonable
      security holder in making an investment decision.

William Rand and Brian Edgar were directors of New West Energy
Services Inc. (New West) (TSX-V) when, on September 5, 2006, a cease
trade order was issued by the British Columbia Securities Commission against
that company for its failure to file financial statements within the prescribed
time. The default was rectified and the order was rescinded on November 9, 2006.
Bill Rand is still a director of New West, while Brian Edgar resigned in August
2009.

John Craig, Ron Hochstein and Lukas Lundin were all directors of Sirocco Mining
Inc. (Sirocco). John Craig and Lukas Lundin resigned on November 8, 2013 and January 31, 2014,
respectively, at which times Sirocco was financially solvent.

Pursuant to a plan
of arrangement completed on January 31, 2014, Canadian Lithium Corp. acquired
Sirocco. The final step in the plan of arrangement transaction was the
amalgamation of Canadian Lithium Corp. and Sirocco to form RB Energy Inc
(RBI). On October 13, 2014, RBI announced that, among other things,
the Board of Directors of RBI had approved a filing on October 14, 2014, for an
Initial Order to commence proceedings under the Companies' Creditors
Arrangement Act (the "CCAA"). On October 15, 2014, RBI further
announced that the Quebec Superior Court had issued an Amended and Restated
Initial Order in respect of RBI and certain of its subsidiaries under the CCAA.
RBI is now under the protection of the Court. KPMG LLP has been appointed
monitor under the Court Order. The TSX de-listed RBIs common shares effective
at the close of business on November 24, 2014 for failure to meet the continued
listing requirements of the TSX. Since that time, RBIs common shares have been
suspended from trading.

Although neither John Craig nor Lukas Lundin was ever a
director, officer or insider of RBI, each was a director of Sirrocco within the
12 month period prior to RBI filing under the CCAA. Ron Hochstein was a director
of RBI from the time of the plan of arrangment with Canadian Lithium Corp. to October 3, 2014.

Conflicts of InterestSome of Denisons directors
are also directors and officers of other natural resource companies and,
consequently, there exists the possibility for such directors and officers to be
in a position of conflict relating to any future transactions or relationships
between the Company or common third parties. However, the Company is unaware of
any such pending or existing conflicts between these parties. Any decision made
by any of such directors and officers involving the Company are made in
accordance with their duties and obligations to deal fairly and in good faith
with the Company and such other companies and their obligations to act in the
best interests of Denisons shareholders. In addition, each of the directors of
the Company discloses and refrains from voting on any matter in which such
director may have a conflict of interest.

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Investor relations, administrative service fees and other expenses of $60,000
      were incurred during the financial year ended December 31, 2014 with Namdo
    Management Services Ltd. a company of which Ron Hochstein is President.
    These services were incurred in the normal course of operating a public
    company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Legal fees of
      $276,000 were incurred during the financial year ended
    December 31, 2014 with Cassels Brock & Blackwell, LLP, a law firm of which
    John Craig is a partner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | During the financial year ended December 31, 2014, executive services of
      $106,000 were provided to Lundin Gold Inc., a company which Ron Hochstein
      and Lukas Lundin were both directors and officers during the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | One of Denisons directors, Mr. Park, is employed by
      KEPCO. Through its corporate holdings, KEPCO is a significant shareholder
      of the Company, with approximately 11.5% of the outstanding Shares as of
      the date hereof. Concurrent with its investment in the Company in 2009,
      KEPCO entered into a strategic relationship agreement (the KEPCO
      SRA) with Denison, which may present a conflict of interest for
      Mr. Park. The KEPCO SRA provides KEPCO with a right of first offer for
      certain asset sales and the right to be approached to participate in
      certain potential acquisitions being considered by Denison. While the
      Company is not aware of a pending or existing conflict of interest with
      Mr. Park as of the date hereof, the interests of KEPCO as shareholder of
      Denison and KEPCOs business relationships with Denison may place Mr. Park
      in a position of conflict as a director of the Company in the future.

Interest of Management and Others in Material TransactionsOther than as disclosed in this AIF, no director or executive officer of
Denison, no person or company that beneficially owns, controls or directs,
indirectly or directly, more than 10% of the Shares, and no associate or
affiliate of any of them, has or has had, within the three most recently
completed financial years or during the current financial year, any material
interest, direct or indirect, in any transaction which materially affects or is
reasonably expected to materially affect Denison.

Standing Committees of the BoardThe Audit
CommitteeThe audit committee of the Companys Board of Directors is
principally responsible for:

| | 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;                                                                                                                                                                                                

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|  |                                                                                                                                                                                                                                                                   
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | reviewing the Companys annual and interim financial
      statements, its MD&A in respect thereof 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.                                                                               

The Companys Board of Directors has adopted an audit committee
mandate/terms of reference (the Mandate) which sets out the Audit
Committees mandate, organization, powers and responsibilities. The complete
Mandate is attached as Schedule A to this AIF.

Below are the details of each Audit Committee member, including
his or her name, whether she or he is independent and financially literate as
such terms are defined under National Instrument 52-110 - Audit Committeesof the Canadian Securities Administrators(NI 52-110) and
his or her education and experience as it relates to the performance of his or
her duties as an Audit Committee member. All three audit committee members have
financial expertise within the meaning of the U.S. Sarbanes-Oxley Act
of 2002, as amended, and are financially literate under NI 52-110. The
qualifications and independence of each member is discussed.

Financially
    
    Education & Experience Relevant toDirector
    Independent(1)
    Literate(2)
    
    Performance of Audit
      Committee DutiesCatherine J.G. Stefan,
    Yes
    Yes
    
    Chartered Professional
      Accountant (Chartered Accountant)Chair of the Audit
    
    
    
    B.CommCommittee
    
    
    
    Held position of Chief Operating Officer, O&Y
      Properties Inc., President of Stefan & Associates and Executive
      Vice-President of Bramalea Group, Chair, Tax Committee of the Canadian
      Institute of Public Real Estate Companies (CIPREC).Brian D. Edgar
    Yes
    Yes
    
    Law degree, with extensive corporate finance experience
    Held positions of Chairman since 2011 and President and
      Chief Executive Officer of a public company from 2005 to 2011.
    Has served on audit committees of a number of public
      companiesWilliam A. Rand
    Yes
    Yes
    
    B.Comm (Accounting)
    Two law degrees, with extensive corporate finance
      experience
    Has served on audit committees of a number of public
      companies


|       |                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Notes: |                                                                                                                                                                                                                                                                                                                                                                                                            
|(1)    | Independent within the meaning of NI 52-110.                                                                                                                                                                                                                                                                                                                                                               
|(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.

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Since the commencement of the Companys most recently completed
financial year, there has not been a recommendation of the Audit Committee to
nominate or compensate an internal auditor which was not adopted by the
Companys Board of Directors.

The Audit Committee has adopted specific policies and
procedures for the engagement of non-audit services as described in Section D of
the Mandate.

The following table discloses the fees billed to the Company by
its external auditor, PricewaterhouseCoopers LLP, during the last two fiscal
years. Services were billed and paid in Canadian dollars and have been
translated into U.S. dollars using an average annual exchange rate of: $1.1045
for 2014 and $1.0298 for 2013.

Financial Year
    
    Audit-RelatedEnding
    Audit Fees(1)
    Fees(2)
    Tax Fees(3)
    All Other Fees(4)December 31, 2013
    $295,401
    $121,134
    Nil
    $123,373December 31, 2014
    $309,371
    $136,411
    Nil
    $9,507


|      
|------
|Notes:
|(1)   

|(2) | The aggregate fees billed for assurance and related
      services that are reasonably related to the performance of the audit or
      review of the Companys financial statements and are not disclosed in the
      Audit Fees column. Fees relate to reviews of interim consolidated
      financial statements and specified audit procedures not included as part
      of the audit of the consolidated financial statements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The aggregate fees billed for tax compliance, tax advice,
      and tax planning services, such as transfer pricing and tax return
      preparation.                                                                                                                                                                                                                                                                                
|(4) | The aggregate fees billed for professional services other
      than those listed in the other three columns. For 2014, All Other Fees
      relates to the Companys acquisition of IEC. For 2013, All Other Fees
      relates to the Companys acquisitions of JNR, Fission and
  Rockgate.                                                                                                                                   

Other Board CommitteesThe Board currently has three
other standing committees in addition to the Audit Committee, namely the
Corporate Governance and Nominating Committee, the Compensation Committee and
the Environment, Health and Safety Committee. Each standing committee of the
Board operates according to its mandate, which is approved by the Board and sets
out the committees duties and responsibilities. A discussion of each committee
and its composition can be found in the most recent management information
circular prepared in connection with the Companys Shareholder meeting.

Corporate GovernanceAs a Canadian reporting issuer
with its Shares listed on the TSX, Denison has in place a system of corporate
governance practices which is responsive to applicable Canadian requirements,
including National Policy 58-201  Corporate Governance Guidelines of the
Canadian Securities Administrators (the Guidelines). Denison's
corporate governance practices meet or exceed the Guidelines and all other
applicable Canadian requirements. Reference is made to the Corporate Governance
Practices section of the Circular, which contains a description of the Companys
system of corporate governance practices with reference to the Guidelines.

Denison is classified as a foreign private issuer under U.S.
securities law and its Shares are listed on NYSE MKT. Pursuant to the rules of
the NYSE MKT, a foreign private issuer is permitted to follow home country
practice except with respect to certain rules, with which Denison complies.

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Except as described below, the Company is not currently a party
to, nor was it a party to during the last financial year, and none of the
Companys property is or was the subject of, any material legal proceedings, and
the Company knows of no such legal proceedings that are contemplated. However,
from time to time, the Company may become party to routine litigation incidental
to its business.

EFR IndemnityIn connection with the EFR
Arrangement, the Company agreed to indemnify EFR in connection with ongoing
litigation between Denison Mines (USA) Corp. ("DUSA"), which was acquired
by EFR in June 2012, and a contractor who was engaged by DUSA in respect of an
earthworks project for one of the tailings cells at DUSA's White Mesa mill. A
dispute arose between the parties when the contractor ceased work on the
project, and DUSA engaged an alternate contractor to complete the project on
time. The original contractor sued DUSA for damages on account of alleged breach
of contract and reimbursement of costs due to complications and delays allegedly
beyond its control at the project. DUSA counter-claimed for damages flowing from
breach of contract and indemnity and reimbursement for monies paid by DUSA to
satisfy the original contractor's unpaid obligations to subcontractors and for
project completion costs. This matter was heard before an arbitrator in November, 2013
and a decision in favour of DUSA was granted in January 2014.

DES Employment DisputeDES terminated an employee
for cause at one of the sites for which DES had been contracted to provide care
and maintenance services. The dismissed employee challenged his dismissal
through the Quebec Labour Commission. This matter was settled at the start of
2015.

Fission Director DisputeIn 2013, FCU commenced an
action against a former director and his affiliates (collectively
Dahrouge) alleging, among other things breach of fiduciary duties,
misappropriation of corporate opportunities and a constructive trust over
mineral claims staked by Dahrouge. Later in 2013, Dahrouge commenced a
Counterclaim against Denison and Fission and others, alleging among other
things, improper assignments of claims, improper interference with Dahrouges
contractual relations and improper interference with Dahrouges directors and
officers insurance (both actions being the Underlying Action). In 2014,
Fission and a company newly formed by FCU, Fission 3.0 Corp., were added as
plaintiffs to the action.

Late in 2014, Fission and Denison were third parties to a Third
Party Notice issued by Lloyds underwriters (the Coverage Action).
Early in 2015, the Underlying Action and the Coverage Action were both settled.
Pursuant to the Fission Arrangement, FCU is obligated to indemnify Denison and
Fission for any costs and liability they incurred in connection with this
matter. See Material Contracts.

Material Contracts

Reference is made to the material contracts which have been
filed by Denison with the Canadian securities regulatory authorities on the
SEDAR website at www.sedar.com.

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|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 Denison
      Mines Limited (now DMI), 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 Denison Mines Limited, 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 six years of the estimated reclamation and on-going
      care and monitoring expenditures for the Companys closed Elliot Lake
      mining facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The KEPCO SRA made as of June 15, 2009 among the Company,
      KEPCO and KEPCO Canada Uranium Investment Limited Partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The KEPCO SRA provides for a long-term collaborative
      business relationship between the parties. Under the KEPCO SRA, KEPCO is
      entitled to Board representation based on its shareholder percentage in
      the Company. Initially, Denison was required to nominate for election to
      its Board at any shareholder meeting at which directors are to be elected,
      two persons designated by KEPCO as long as KEPCO held at least 15% of the
      outstanding Shares. However, now that KEPCOs interest has dropped below
      15%, Denison is only required to nominate one person, provided KEPCOs
      shareholding percentage stays above 5%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The KEPCO SRA also provides that if Denison intends to
      sell an interest in certain of its substantial assets, it will first
      notify KEPCO of each such proposed sale and provide KEPCO with a 30-day
      right of first offer to allow KEPCO to purchase the interest in the asset
      that Denison proposes to sell. The KEPCO SRA provides that Denison will
      allow KEPCO to participate in potential purchases of certain assets,
      including a mill facility, a producing mine or a mineral resource for
      which a production feasibility study has been completed, which Denison
      plans to pursue with a co-investor. KEPCO's ability to purchase will not
      be available where Denison and KEPCO cannot agree on terms within a
      reasonable time or where their involvement would adversely affect
      Denison's ability to pursue an investment opportunity. The right of first
      offer and co-investment rights are subject to pre-existing contractual
      commitments and do not apply to certain pre-existing transactions. KEPCO
      is also entitled to subscribe for additional Shares in order to maintain
      or increase its shareholding percentage in Denison to thresholds which are
      relevant to its rights under the KEPCO SRA and KEPCO Offtake Agreement, in
      circumstances where Denison completes a public offering or broadly
      distributed private placement to raise proceeds of greater than CAD$10
      million.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Denison is entitled to terminate the KEPCO SRA if KEPCOs
      shareholding percentage in Denison drops below 5% and stays below 5% for
      60 days following delivery of a notice to that effect by Denison to
      KEPCO.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | The EFR Arrangement Agreement dated May 23, 2012 between
      EFR and Denison.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Denison entered into the EFR Arrangement Agreement with
      EFR on May 23, 2012. Pursuant to the EFR Arrangement Agreement, EFR
      purchased the U.S. Mining Division by acquiring all of the shares and debt
      of certain subsidiaries. As a result of the transaction, Denison
      Shareholders received 1.106 common shares of EFR for each Share held,
      while still maintaining their positions in Denison.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Pursuant to the EFR Arrangement Agreement, Denison agreed
      to indemnify EFR against any future liabilities it may incur in connection
      with ongoing litigation between Denison Mines (USA) Corp. (a company
      acquired by EFR as part of the sale of the U.S. Mining Division) and a
      contractor in respect of a construction project at the White Mesa Mill.
      See Legal and Regulatory Proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In addition, in connection with the assignment of sales
      contracts as required by the EFR Arrangement Agreement, the Company
      remains a guarantor under a sales contract included in the sale of the
      U.S. Mining Division to EFR. The sales contract requires deliveries of
      200,000 pounds of U3O8per year from 2013 to 2017 at
      a selling price of 95% of the long-term U3O8price
      at the time of delivery. Should EFR not be able to deliver for any reason
      other than force majeure as defined under the contract, the Company may
      be liable to the customer for incremental costs incurred to replace the
      contracted quantities if the unit price of the replacement quantity is
      greater than the contracted unit price selling amount. EFR has agreed to
      indemnify the Company for any future liabilities it may incur related to
      this guarantee.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | The Fission Arrangement Agreement dated March 7, 2013
      between Denison and Fission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Denison entered into the Fission Arrangement Agreement on
      March 7, 2013. Pursuant to the Fission Arrangement Agreement, the
      shareholders of Fission exchanged each common share of Fission held for
      (a) a new common share of Fission (New Fission Share) and (b) one
      common share in the capital of Fission Uranium Corp. Subsequent to the
      exchange, each shareholder of a New Fission Share received 0.355 of one
      Share and CAD$0.0001 for each New Fission Share held. As a result, Denison
      acquired all of the issued and outstanding common shares of Fission.
      Unexercised options to purchase Fission shares were exchanged for the
      Fission Replacement Options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Pursuant to the Fission Arrangement Agreement, Fission
      Uranium has agreed to indemnify the Company against any liabilities it may
      incur in connection with ongoing litigation between Fission Uranium,
      Fission and the Company and a former director of Fission in respect of a
      dispute over mineral claims staked by the director and his affiliates and
      a counter claim in respect of insider trading allegations and access to
      insurance. See Legal and Regulatory Proceedings.                                                                                                                                                                                                       

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Names and Interests of Experts

The Companys independent auditor is PricewaterhouseCoopers
LLP, Chartered Professional Accountants, Licensed Public Accountants, who have issued an
independent auditors report dated March 5, 2015 in respect of Denisons
consolidated financial statements as at December 31, 2014 and 2013 and for each
of the years ended 2014 and 2013 and the Companys internal control over
financial reporting as at December 31, 2014. PricewaterhouseCoopers LLP has
advised that it is independent with respect to the Company within the meaning of
the Rules of Professional Conduct of the  Chartered Professional
Accountants of Ontario and Public Company Accounting Oversight Board Rule 3520
Auditor Independence.

Steve Blower, P. Geo, Denisons Vice President Exploration, who
is a "qualified person" within the meaning of this term in NI 43-101, has
prepared sections of this AIF that are of a scientific or technical nature
pertaining to the Companys mineral projects in Canada, Mali, Namibia and
Zambia, and has verified the data disclosed therein. To the knowledge of
Denison, Steve Blower is the registered or beneficial owner, directly or
indirectly, of less than one percent of the outstanding Shares.

Terry V. Wetz, P.E., the Executive Director of the GSJV, who is
a qualified person within the meaning of this term in NI 43-101, has prepared
sections of this AIF that are of a scientific or technical nature pertaining to
the Companys mineral projects in Mongolia, and has verified the data disclosed
therein. To the knowledge of Denison, Terry V. Wetz is the registered or
beneficial owner, directly or indirectly, of less than one percent of the
outstanding Shares.

RPA Inc., which was retained to independently review and audit
the mineral reserves and mineral resources in accordance with the requirements
of NI 43-101, prepared the following technical reports:

| |  | Elliot Lake Report dated June 29, 2007 by
      Lawrence B. Cochrane, Ph.D., P.Eng. and Leo R. Hwozdyk, P.Eng.                                                                        
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The 2007 Mongolia Report dated February 27,
      2007 by Thomas C. Pool, P.E. and Neil N. Gow, P.Geo.                                                                                
| |  | McClean Technical Report dated November 21,
      2005 as amended on February 16, 2006 by Richard E. Routledge, M.Sc.,
      P.Geo. and James W. Hendry, P.Eng.                       
| |  | McClean North Technical Report January 31, 2007
      by Richard E. Routledge, M.Sc., P.Geo.                                                                                          
| |  | Sue D Report dated March 31, 2006 by Richard E
      Routledge, M.Sc., P.Geo. and James W. Hendry, P.Eng.                                                                             
| |  | Midwest Technical Report dated June 1, 2005, as
      amended on February 14, 2006 by Richard E. Routledge, M.Sc., P.Geo., James
      W. Hendry, P.Eng. and Luke Evans, M.Sc., P.Eng.
| |  | The 2011 Mongolia Report dated March 23 , 2011
      by Hrayr Agnerian, M.Sc. (Applied), P. Geo. and William E. Roscoe, Ph.D.,
      P.Eng.                                           
| |  | The Phoenix Report dated June 17, 2014 by
      William E. Roscoe, Ph.D, P.Eng.                                                                                                       

The Midwest A Technical Report dated January 31, 2008 was
prepared by Michel Dagbert, P.Eng. of Geostat, which was retained to
independently review and audit the mineral reserves in accordance with the
requirements of NI 43-101.

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The J Zone Technical Report dated September 6, 2013 was
prepared by Allan Armitage, Ph.D., P.Geol., and Alan Sexton, M.Sc., P.Geol. of
GeoVector, which was retained to independently review and audit mineral resource
estimates in accordance with the requirements of NI 43-101.

The Combined Mutanga Report dated September 12, 2013 was
prepared by Malcolm Titley, B.Sc. (Geology and Chemistry), MAusIMM, MAIG, of CSA
Global, which was retained to independently review and audit the mineral
resources in accordance with the requirements of NI 43-101.

All of the authors of the technical reports noted above are
independent of Denison. To the knowledge of Denison as of the date hereof, the
partners, employees and consultants of each of RPA Inc. (formerly Scott Wilson
RPA), Geostat and CSA Global who participated in the preparation of the
aforementioned reports, or who were in a position to influence the outcome of
such reports and each of RPA Inc., Geostat and CSA Global are the registered or
beneficial owner, directly or indirectly, of less than one percent of the
outstanding Shares.

Additional Information

Additional information regarding the Company is available on
the SEDAR website at www.sedar.com. Further information concerning the
Company, including directors' and officers' remuneration and indebtedness,
principal holders of the Company's securities, options to purchase securities
and interests of insiders in material transactions, where applicable, is
contained in the Circular for the Annual General Meeting of Shareholders to be
held on May 7, 2015. Additional financial information is provided in the
Company's audited consolidated financial statements and MD&A for the
financial year ended December 31, 2014.

A copy of this AIF, as well as the Circular and such other
information and documentation that the Company makes available via SEDAR, can be
found at www.sedar.com. In addition, certain of this information is distributed
to shareholders in connection with Denisons Annual General Meeting of
Shareholders. The Company will provide any of the foregoing documents subject to
its rights to require people who are not security holders of the Company to pay
a reasonable charge. Copies of these documents may be obtained by writing to:

Denison Mines Corp. Atrium on Bay
Suite 402 595 Bay Street Toronto, Ontario M5G 2C2

Telephone: (416) 979-1991
Facsimile: (416) 979-5893 Email: info@denisonmines.com

|2014 ANNUAL
      INFORMATION FORM | 108
|---------------------------------- | ---

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SCHEDULEA



Approved by the Board of Directors on March 5, 2015

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 Committees of 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; 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;

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2     . all
alternative accounting treatments for policies and practices that have been
discussed by management and the auditors; and

3.      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 Chartered
      Professional Accountants of Canada and the International 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 recommending the appointment
      of the auditor, the auditors compensation, retention and termination and
      for 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; and

2.      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.

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SCHEDULEB

Glossary of Technical Terms

Note: The terms related to Mineral resources and mineral
reserves presented herein are as defined in CIM DEFINITION STANDARDS on Mineral
Resources and Mineral Reserves prepared by the CIM Standing Committee on
Reserve Definitions, adapted by CIM Council, December 11, 2005.

eU3O8This term refers to
equivalent U3O8 grade derived from gamma logging of drill holes.

Historical EstimateA historical estimate means an
estimate of the quantity, grade or metal or mineral content of a deposit that an
issuer has not verified as a current mineral resource or mineral reserve, and
which was prepare before the issuer acquiring, or entering into an agreement to
acquire an interest in the property that contains the deposit.

Indicated Mineral ResourceAn indicated mineral
resource is that part of a mineral resource for which quantity, grade or
quality, densities, shape and physical characteristics, can be estimated with a
level of confidence sufficient to allow the appropriate application of technical
and economic parameters, to support mine planning and evaluation of the economic
viability of the deposit. The estimate is based on detailed and reliable
exploration and testing information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes that are
spaced closely enough for geological and grade continuity to be reasonably
assumed.

Inferred Mineral ResourceAn inferred mineral
resource is that part of a mineral resource for which quantity and grade or
quality can be estimated on the basis of geological evidence and limited
sampling and reasonably assumed, but not verified, geological and grade
continuity. The estimate is based on limited information and sampling gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes

Measured Mineral ResourceA measured mineral
resource is that part of a mineral resource for which quantity, grade or
quality, densities, shape, and physical characteristics are so well established
that they can be estimated with confidence sufficient to allow the appropriate
application of technical and economic parameters, to support production planning
and evaluation of the economic viability of the deposit. The estimate is based
on detailed and reliable exploration, sampling and testing information gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough to confirm both
geological and grade continuity.

Mineral ReserveA mineral reserve is the
economically mineable part of a measured or indicated mineral resource
demonstrated by at least a Preliminary Feasibility Study. This Study must
include adequate information on mining, processing, metallurgical, economic and
other relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified. A mineral reserve includes diluting materials and
allowances for losses that may occur when the material is mined.

Mineral ResourceA mineral resource is a
concentration or occurrence of diamonds, natural solid inorganic material, or
natural solid fossilized organic material including base and precious metals,
coal, and industrial materials in or on the Earths crust in such form and
quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics
and continuity of a mineral resource are known, estimated or interpreted from
specific geological evidence and knowledge.

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Probable Mineral ReserveA probable mineral reserve
is the economically mineable part of an indicated, and in some circumstances, a
measured mineral resource demonstrated by at least a Preliminary Feasibility
Study. This Study must include adequate information on mining, processing,
metallurgical, economic, and other relevant factors that demonstrate, at the
time of reporting, that economic extraction can be justified.

Proven Mineral ReserveA proven mineral reserve is
the economically mineable part of a measured mineral resource demonstrated by at
least a Preliminary Feasibility Study. This Study must include adequate
information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction is
justified.

Qualified PersonA Qualified Person means an
individual who is an engineer or geoscientist with at least five years of
experience in mineral exploration, mine development or operation or mineral
project assessment, or any combination of these; has experience relevant to the
subject matter of the mineral project and the technical report and is a member
or licensee in good standing of a professional association of geoscientists
and/or engineers meeting the criteria set out in NI 43-101.

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