UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549










FORM 40-F










(Check One)


☐
Registration statement pursuant to Section 12 of the Securities
Exchange Act of 1934





☒
Annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934





For the fiscal year ended: December 31, 2017

Commission file number: 001-33414










DENISON MINES CORP.


(Exact name of registrant as specified in its charter)










Ontario, Canada


(Province or other jurisdiction of incorporation or
organization)





1090


(Primary standard industrial
classification code number)





98-0622284


(I.R.S. employer identification
number)





1100 – 40 University Avenue, Toronto, Ontario M5J 1T1 Canada;
Phone number: 416-979-1991


(Address and telephone number of
registrant’s principal executive offices)





C T Corporation System


111 Eighth Avenue


13th
Floor


New York, NY 10011


Phone number: 212-894-8800


(Name, address and telephone number
of agent for service in the United States)





Securities registered pursuant to Section 12(b) of the Act: 
Not applicable.





Securities registered pursuant to Section 12(g) of the Act: 
Common Shares without par value.





Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:  Not applicable.





For annual reports, indicate by check mark the information filed
with this form:





☒Annual
Information Form

☒Audited Annual Financial Statements
















Indicate
the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period
covered by the annual report: 559,183,209 Common Shares as at
December 31, 2017.





Indicate
by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934 (the “Exchange Act”). If
“Yes” is marked, indicate the file number assigned to
the Registrant in connection with such Rule.





Yes  ☐            No 
 ☒





Indicate
by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13(d) or 15(d) of the
Exchange Act during the preceding 12 months (or for such
shorter period that the registrant has been required to file such
reports); and (2) has been subject to such filing requirements
in the past 90 days.





Yes  ☒            No 
 ☐





Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 12b-2 of the Exchange Act.





Emerging
growth
company  ☐





If an
emerging growth company that prepares its financial statements in
accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange
Act.





Yes  ☐            No 
 ☐
















DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS





In
accordance with General Instruction B.(3) of Form 40-F, Denison
Mines Corp. (the “Company” or the
“Registrant”)
hereby incorporates by reference Exhibits 99.1 through 99.3 as set
forth in the Exhibit Index attached hereto.





In
accordance with General Instruction D.(9) of Form 40-F, the Company
has filed written consents of certain experts named in the
foregoing Exhibits as Exhibits 99.4 and 99.7 through 99.18, as set
forth in the Exhibit Index attached hereto.





FORWARD-LOOKING STATEMENTS





Certain
of the information contained in this Annual Report on Form 40-F,
including the documents incorporated herein by reference, may
contain “forward-looking information”. Forward-looking
information and statements may include, among others, statements
regarding the future plans, costs, objectives or performance of the
Company, or the assumptions underlying any of the foregoing. In
this Annual Report on Form 40-F, words such as “may”,
“would”, “could”, “will”,
“likely”, “believe”, “expect”,
“anticipate”, “intend”, “plan”,
“estimate” and similar words and the negative form
thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. Forward-looking statements and
information are based on information available at the time and/or
management’s good-faith belief with respect to future events
and are subject to known or unknown risks, uncertainties and other
unpredictable factors, many of which are beyond the Company’s
control. These risks, uncertainties and assumptions include, but
are not limited to, those described under the section “Risk
Factors” in the Company’s Annual Information Form for
the fiscal year ended December 31, 2017 (the “AIF”), which is filed as Exhibit
99.3 to this Annual Report on Form 40-F, and could cause actual
events or results to differ materially from those projected in any
forward-looking statements.





The
Company’s forward-looking statements contained in the
exhibits incorporated by reference into this Annual Report on Form
40-F are made as of the respective dates set forth in such
exhibits. In preparing this Annual Report on Form 40-F, the Company
has not updated such forward-looking statements to reflect any
subsequent information, events or circumstances or otherwise, or
any change in management’s beliefs, expectations or opinions
that may have occurred prior to the date hereof, nor does the
Company assume any obligation to update such forward-looking
statements in the future, except as required by applicable
laws.





RESOURCE AND RESERVE ESTIMATES





The
terms “mineral reserve”, “proven mineral
reserve” and “probable mineral reserve” are
Canadian mining terms as defined in accordance with National
Instrument 43-101 – Standards of Disclosure for Mineral
Projects (“NI
43-101”), which references the guidelines set out in
the Canadian Institute of Mining, Metallurgy and Petroleum (the
“CIM”) Standards
on Mineral Resources and Mineral Reserves, adopted by the CIM
council, as may be amended from time to time by the CIM. These
definitions differ from the definitions in Industry Guide 7
(“Industry Guide
7”) under the United States Securities Act of 1933, as
amended. Under Industry Guide 7, mineralization may not be
classified as a “reserve” unless the determination has
been made that the mineralization could be economically and legally
produced or extracted at the time of the reserve
determination.





In
addition, the terms “mineral resource”, “measured
mineral resource”, “indicated mineral resource”
and “inferred mineral resource” are defined in and
required to be disclosed by NI 43-101; however, these terms are not
defined terms under Industry Guide 7 and normally are not permitted
to be used in reports and registration statements filed with the
Securities and Exchange Commission (the “SEC” or the “Commission”). Investors are
cautioned not to assume that any part or all of mineral deposits in
these categories will ever be converted into reserves.
“Inferred mineral resources” have a great amount of
uncertainty as to their existence, and great uncertainty 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
pre-feasibility studies, except in rare cases.











Accordingly,
information contained in this Annual Report on Form 40-F and the
documents incorporated by reference herein containing descriptions
of the Company’s mineral deposits may not be comparable to
similar information made public by U.S. companies subject to the
reporting and disclosure requirements under the United States
federal securities laws and the rules and regulations
thereunder.





CURRENCY





Unless
otherwise indicated, all dollar amounts in this Annual Report on
Form 40-F are in United States dollars. The daily exchange rate
published by the Bank of Canada for the exchange of Canadian
dollars into United States dollars on December 29, 2017, the last
business day of calendar 2017, was U.S. $1.00 =
CDN$1.25.





TAX MATTERS





Purchasing,
holding, or disposing of securities of the Registrant may have tax
consequences under the laws of the United States and Canada that
are not described in this Annual Report on Form 40-F.





DISCLOSURE CONTROLS AND PROCEDURES





A.
Evaluation of Disclosure Controls and Procedures





The
Company maintains disclosure controls and procedures to ensure that
information required to be disclosed in the Company’s filings
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”),
is recorded, processed, summarized and reported in accordance with
the requirements specified in the rules and forms of the SEC. The
Company carried out an evaluation, under the supervision and with
the participation of its management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company’s “disclosure
controls and procedures” (as defined in the Exchange Act
Rule 13a-15(e)) as of the end of the period covered by this
report. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company’s
disclosure controls and procedures as of December 31, 2017 are
effective to ensure that information required to be disclosed by
the Registrant in reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and is
accumulated and communicated to the Registrant’s management,
including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.





The
Company’s disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and, as
indicated in the preceding paragraph, the Chief Executive Officer
and Chief Financial Officer believe that the Company’s
disclosure controls and procedures are effective at that reasonable
assurance level, although the Chief Executive Officer and Chief
Financial Officer do not expect that the disclosure controls and
procedures or internal control over financial reporting will
prevent or detect all errors and all fraud. A control system, no
matter how well conceived or operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system
are met. The Company will continue to periodically review its
disclosure controls and procedures and internal control over
financial reporting and may make such modifications from time to
time as it considers necessary.





B.
Management’s Annual Report on Internal Control Over Financial
Reporting





The
Company’s management is responsible for establishing and
maintaining an adequate system of internal control over financial
reporting. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of the Company’s financial reporting and the preparation of
financial statements for external purposes in accordance with
International Financial Reporting Standards as issued by the
International Accounting Standards Board (the
“IFRS”) .
Management conducted an assessment of the Company’s internal
control over financial reporting based on the framework established
by the Committee of Sponsoring Organizations of the Treadway
Commission on Internal Control — Integrated Framework (2013).
Based on this assessment, management concluded that, as of
December 31, 2017, the Company’s internal control over
financial reporting is effective.











C.
Report of the Independent Registered Public Accounting
Firm





The
effectiveness of the Registrant’s internal control over
financial reporting as of December 31, 2017 has been audited by
PricewaterhouseCoopers LLP, an Independent Registered Public
Accounting Firm, as stated in their report included with the
Registrant’s Audited Financial Statements, which are an
exhibit to this Annual Report on Form 40-F.





D.
Changes in Internal Control Over Financial Reporting





There
was no change in the Company’s internal control over
financial reporting that occurred during the twelve month period
covered by this Annual Report on Form 40-F that has materially
affected, or is reasonably likely to materially affect, the
Company’s internal control over financial
reporting.





CORPORATE GOVERNANCE





The
Company is listed on the Toronto Stock Exchange (the
“TSX”) and is
required to describe its practices and policies with regard to
corporate governance with specific reference to the corporate
governance guidelines of the Canadian Securities Administrators on
an annual basis by way of a corporate governance statement
contained in the Company’s Annual Information Form or
Information Circular. The Company is also listed on the NYSE
American LLC (the “NYSE
American”) and additionally complies as necessary with
the rules and guidelines of the NYSE American as well as the SEC.
The Company reviews its governance practices on an ongoing basis to
ensure it is in compliance with the applicable laws, rules and
guidelines both in Canada and in the United States.





The
Company’s Board of Directors (the “Board”) is responsible for the
Company’s corporate governance policies and has separately
designated a standing Corporate Governance and Nominating
Committee. The Board has determined that the members of the
Corporate Governance and Nominating Committee are independent,
based on the criteria for independence and unrelatedness prescribed
by the Sarbanes-Oxley Act of 2002, Section 10A(m)(3), and the NYSE
American.





Corporate
governance relates to the activities of the Board, the members of
which are elected by and are accountable to the shareholders, and
takes into account the role of the senior officers who are
appointed by the Board and who are charged with the day to day
administration of the Company. The Board is committed to sound
corporate governance practices that are both in the interest of its
shareholders and contribute to effective and efficient decision
making.





BENEFIT PLAN BLACKOUT PERIODS





Not
applicable.





AUDIT COMMITTEE FINANCIAL EXPERT





The
Company’s Board of Directors has determined that all three
members of its Audit Committee (Ms. Catherine Stefan, Mr. Brian D.
Edgar and Mr. William A. Rand) are audit committee financial
experts, within the meaning of paragraph 8(b) of General
Instruction B of Form 40-F, and are also independent within the
meaning of United States and Canadian securities regulations and
applicable stock exchange requirements. A description of the
education and experience of these persons is set forth in the table
below:





Member Name

Education & experience relevant to
performance of audit committee dutiesCatherine
J.G. Stefan,
Chair
of the Audit
Committee

●

Chartered
Professional Accountant (Chartered Accountant)●

B.Comm●

Held
position of Chief Operating Officer of O&Y Properties Inc.,
President of Stefan & Associates and Executive Vice-President
of Bramalea Group, Chair, Tax Committee of the Canadian Institute
of Public Real Estate Companies (CIPREC).








Brian
D. Edgar

●

Law
degree, with extensive corporate finance experience●

Held
positions in a public company of Chairman since 2011 and President
and Chief Executive Officer from 2005 to 2011.●

Has
served on audit committees of a number of public
companiesWilliam
A. Rand

●

B.Comm
(Accounting)●

Two law
degrees, with extensive corporate finance experience●

Has
served on audit committees of a number of public
companies





Through
such education and experience, each of these three members has
experience overseeing and assessing the performance of companies
and public accountants with respect to the preparation, auditing
and evaluation of financial statements, and has: (1) an
understanding of generally accepted accounting principles and
financial statements; (2) the ability to assess the general
application of such principles in connection with the accounting
for estimates, accruals and reserves; (3) experience preparing,
auditing, analyzing or evaluating financial statements that present
a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that
can reasonably be expected to be raised by the Company’s
financial statements; (4) an understanding of internal control over
financial reporting; and (5) an understanding of audit committee
functions.





The SEC
has provided that the designation of an audit committee financial
expert does not make him or her an “expert” for any
purpose, impose on him or her any duties, obligations or liability
that are greater than the duties, obligations or liability imposed
on him or her as a member of the Audit Committee and the Board in
the absence of such designation, or affect the duties, obligations
or liability of any other member of the Audit Committee or
Board.





CODE OF ETHICS





The
Company has adopted a code of ethics that applies to the
Company’s directors, officers and employees, including the
Chief Executive Officer, Chief Financial Officer, principal
accounting officer or controller, persons performing similar
functions and other officers, directors and employees of the
Company. A current copy of the amended code of ethics is on the
Company’s website at www.denisonmines.com. In the fiscal year
ended December 31, 2017, the Company has not made any amendment to
a provision of its code of ethics that applies to any of its Chief
Executive Officer, Chief Financial Officer, principal accounting
officer or controller or persons performing similar functions that
relates to one or more of the items set forth in paragraph (9)(b)
of General Instruction B to Form 40-F. In the fiscal year ended
December 31, 2017, the Company has not granted a waiver (including
an implicit waiver) from a provision of its code of ethics to any
of its Chief Executive Officer, Chief Financial Officer, principal
accounting officer or controller or persons performing similar
functions that relates to one or more of the items set forth in
paragraph (9)(b) of General Instruction B to Form
40-F.





PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
following table discloses the fees billed to the Company by its
external auditor during the last two financial years ended December
31, 2017 and 2016. Services were billed and paid in Canadian
dollars and have been translated into U.S. dollars using an average
CAD$/US$ annual exchange rate of $1.2986 for 2017 and $1.3245 for
2016.





Periods
Ending
Audit Fees(1)
Audit Related Fees (2)
Tax Fees (3)
All Other Fees(4)December 31,
2016
$132,871
$97,379
$0
$0December 31,
2017
$133,625
$88,720
$0
$0





Notes:





(1)
The
aggregate fees billed for audit services of the Company’s
consolidated financial statements.(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.








The
Company’s Audit Committee mandate and charter provides that
the Audit Committee shall (i) 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, and (ii) 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
following sets forth the percentage of services described above
that were approved by the audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X:





2016
2017Audit Related
Fees:
100%
100%Tax
Fees:
100%
100%All Other
Fees:
100%
100%








OFF-BALANCE SHEET ARRANGEMENTS





The
Company does not have any off-balance sheet arrangements at
December 31, 2017 and at the date hereof.





TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS





At
December 31, 2017, the Company had a reclamation liability of
$22,724,000, consisting of $13,368,000 for Elliot Lake obligations,
$9,339,000 for the McClean Lake and Midwest joint ventures
obligations and $17,000 for other obligations. The Company
maintains a trust fund equal to the estimated reclamation spending
for the succeeding six calendar years, less interest expected to
accrue on the funds, in respect of its liability for Elliot
Lake. At December 31, 2017, the balance in the trust fund was
$2,431,000. In addition, the Company has pledged as collateral
$9,135,000 of cash to support its standby letters of credit from
the Bank of Nova Scotia for the McClean and Midwest reclamation
obligations.





In
addition, the Company’s contractual obligations at December
31, 2017 are as follows:





(in
thousands)
Total
1
Year
2-3
Years
4-5
Years
After 5
YearsOperating lease and
other obligations
$994,000
188,000
324,000
247,000
235,000





IDENTIFICATION OF THE AUDIT COMMITTEE





The
Company has a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Exchange
Act. The committee members are Ms. Catherine J. G. Stefan and
Messrs. Brian D. Edgar and William A. Rand. For further information
on these members, see discussion above under “Audit Committee
Financial Experts.”











INTERACTIVE DATA FILE





An
interactive data file has been filed with the Consolidated Audited
Financial Statements for the Years Ended December 31, 2017 and 2016
on the Company’s Form 6-K furnished to the Commission on
March 9, 2018.





NYSE AMERICAN CORPORATE GOVERNANCE





The
Company’s common shares are listed on the NYSE American.
Section 110 of the NYSE American Company Guide permits the NYSE
American to consider the laws, customs and practices of foreign
issuers in relaxing certain NYSE American listing criteria, and to
grant exemptions from the NYSE American listing criteria based on
these considerations. An issuer seeking relief under these
provisions is required to provide written certification from
independent local counsel that the non-complying practice is not
prohibited by home country law. A description of the significant
ways in which the Company’s governance practices differ from
those followed by domestic companies pursuant to the NYSE American
standards is as follows:





Board Composition: The NYSE American requires that a listed
company have a Board of Directors consisting of at least a majority
of members who satisfy applicable independence standards under
Section 803 of the NYSE American Company Guide (the
“NSYE American Independence
Standard”). The Company’s Board is currently
composed of seven members, four of whom qualify as independent
under the NYSE American Company Guide and who meet the NSYE
American Independence Standard, namely Ms. Stefan and Messrs.
Dengler, Edgar and Rand. Denison’s remaining three directors
do not satisfy the NYSE American Independence Standard, being
Messrs. Hochstein, Lundin and Jeong.





Shareholder Meeting Quorum Requirement: The NYSE American
minimum quorum requirement for a shareholder meeting is one-third
of the shares issued and outstanding and entitled to vote for a
meeting of a listed company’s shareholders. The TSX does not
specify a quorum requirement for a meeting of a listed
company’s shareholders. The Company’s current required
quorum at any meeting of shareholders as set forth in the
Company’s by-laws is two persons present, each being a
shareholder entitled to vote at the meeting or a duly appointed
proxyholder for an absent shareholder so entitled, holding or
representing in aggregate not less than 10% of the shares of the
Company entitled to be voted at the meeting. The Company’s
current quorum requirement is not prohibited by, and does not
constitute a breach of, the Business Corporations Act (Ontario)
(the “OBCA”),
applicable Canadian securities laws or the rules and policies of
the TSX.





Proxy Solicitation Requirement: The NYSE American requires
the solicitation of proxies and delivery of proxy statements for
all shareholder meetings of a listed company, and requires that
these proxies be solicited pursuant to a proxy statement that
conforms to the proxy rules of the U.S. Securities and Exchange
Commission. The Company is a foreign private issuer as defined in
Rule 3b-4 under the Exchange Act, and the equity securities of the
Company are accordingly exempt from the proxy rules set forth in
Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The
Company solicits proxies in accordance with the OBCA, applicable
Canadian securities laws and the rules and policies of the
TSX.





Shareholder Approval Requirements: The NYSE American
requires a listed company to obtain the approval of its
shareholders for certain types of securities issuances. One is the
sale of common shares (or securities convertible into common
shares) at a discount to officers or directors. The TSX rules
require shareholder approval for the issuance of shares to insiders
in private placements where insiders are being issued more than 10%
of the presently issued and outstanding shares. The NYSE American
also requires shareholder approval of private placements that may
result in the issuance of common shares (or securities convertible
into common shares) equal to 20% or more of presently outstanding
shares for less than the greater of book or market value of the
shares. There is no such requirement under Ontario law. The TSX
rules require shareholder approval for private placements that
materially affect control, or where more than 25% of presently
issued and outstanding shares will be issued at a discount to
market. The Company will seek a waiver from the NYSE American
shareholder approval requirement should a dilutive securities
issuance trigger such NYSE American shareholder approval
requirement in circumstances where such securities issuance does
not trigger a shareholder approval requirement under the rules of
the TSX.











Compensation Committee Requirements: The NYSE American
Company Guide requires that additional independence criteria be
applied to each member of the Compensation Committee. The NYSE
American Company Guide also mandates that the Compensation
Committee must have the authority to hire compensation consultants,
independent legal counsel and other compensation advisors and
exercise the sole responsibility to oversee the work of any
compensation advisors retained to advise the Compensation
Committee. In addition, before engaging a compensation advisor, the
Compensation Committee must consider at least six factors that
could potentially impact compensation advisor independence. The
Company follows Canadian Securities Administrators and TSX
requirements for Compensation Committee charters, independence and
authority. The Compensation Committee's Charter includes a
requirement that each member of the Compensation Committee be
independent and that the Compensation Committee have the authority
to retain outside advisors and determine the extent of funding
necessary for payment of consultants.





The
foregoing are consistent with the laws, customs and practices in
Canada.





In
addition, the Company may from time-to-time seek relief from the
NYSE American corporate governance requirements on specific
transactions under Section 110 of the NYSE American Company Guide
by providing written certification from independent local counsel
that the non-complying practice is not prohibited by its home
country law, in which case, the Company shall make the disclosure
of such transactions available on its website at
www.denisonmines.com. Information contained on, or accessible
through, our website is not part of this Annual Report on Form
40-F.





MINE SAFETY DISCLOSURE





Not
applicable.





UNDERTAKING AND CONSENT TO SERVICE OF PROCESS





A.
Undertaking





The
Company undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities
registered pursuant to Form 40-F; the securities in relation to
which the obligation to file an Annual Report on Form 40-F arises;
or transactions in said securities.





B.
Consent to Service of Process





The
Company has previously filed with the SEC a Form F-X in connection
with its common stock. Any change to the name or address of the
Company’s agent for service shall be communicated promptly to
the SEC by amendment to the Form F-X referencing the file number of
the Company.











SIGNATURES





Pursuant
to the requirements of the Exchange Act, the Company certifies that
it meets all of the requirements for filing on Form 40-F and has
duly caused this Annual Report on Form 40-F to be signed on its
behalf by the undersigned, thereto duly authorized.





Registrant: DENISON
MINES CORP.By:

/s/ David D. CatesTitle:

President
and Chief Executive OfficerDate:

March
28, 2018














EXHIBIT INDEX





99.1

Annual Information
Form for the Year Ended December 31, 201799.2

Management’s
Discussion and Analysis of Results of Operations and Financial
Condition for the Year ended December 31, 2017 (incorporated by
reference to Exhibit 99.3 of the Registrant’s Form 6-K
furnished to the Commission on March 9, 2018)99.3

Consolidated
Audited Financial Statements for the Years Ended December 31, 2017
and 2016 together with the Management's Report on Internal Control
over Financial Reporting and the report of our Independent
Registered Public Accounting Firm thereon (incorporated by
reference to Exhibit 99.2 of the Registrant’s Form 6-K
furnished to the Commission on March 9, 2018)99.4

Consent of
PricewaterhouseCoopers LLP99.5

Officers’
Certifications Required by Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 193499.6

Officers’
Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States
Code99.7

Consent of Roscoe
Postle Associates Inc.99.8

Consent of Mark
Mathisen, C.P.G.99.9

Consent of SRK
Consulting (Canada) Inc.99.10

Consent of Ken
Reipas, P.Eng.99.11

Consent
of GeoVector Management Inc.99.12

Consent of
Alan Sexton, M.Sc.,
P.Geo.99.13

Consent of
Allan Armitage,
Ph.D., P.Geo.99.14

Consent of Richard
E. Routledge, M. Sc., P.Geo.99.15

Consent of G. David Keller,
P.Geo.99.16

Consent of Oy
Leuangthong, P.Eng.99.17

99.18

Consent of Dale
Verran, M.Sc., P.Geo, Pr.Sci.Nat.

Consent of Chad Sorba,
P.Geo.101

Interactive Data
Files with respect to the Consolidated Audited Financial Statements
for the Years Ended December 31, 2017 and 2016