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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 40-F
  o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act
of 1934
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934
 For the twelve months ended: December 31, 2007
 Commission file number: 000-24443
 DENISON MINES CORP.
  Ontario, Canada
 1090
 Not Applicable
 Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2; Phone number: 416-979-1991
 Denison Mines (USA) Corp.
1050 17 th Street, Suite 950
Denver, CO 80265
Phone: 303-628-7798
 Not applicable.
 Common Stock without par value.
 Not
applicable.
  þ þ
   o þ
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TABLE OF CONTENTS
 DISCLOSURE CONTROLS AND PROCEDURES
    
    
    3AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    4CODE OF ETHICS
    
    
    5PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    5OFF-BALANCE SHEET ARRANGEMENTS
    
    
    5TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
    
    
    5IDENTIFICATION OF THE AUDIT COMMITTEE
    
    
    6UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
    
    
    6SIGNATURES
    
    
    7EXHIBIT INDEX
    
    
    8Annual Information Form for the Year Ended December 31, 2007Managements Discussion and Analysis from the 2007 Annual Report to ShareholdersAudited Financial Statements for the Year Ended December 31, 2007 including Report of the
Independent Auditors, PricewaterhouseCoopers LLPConsent Letter from PricewaterhouseCoopers LLPOfficers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
63 of Title 18 of the United States Code
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INTRODUCTION
  
 DISCLOSURE CONTROLS AND PROCEDURES
 A. Evaluation of Disclosure Controls and Procedures
   B. Managements Annual Report on Internal Control Over Financial Reporting
  C. Report of the Independent Auditors, PricewaterhouseCoopers LLC
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D. Changes in Internal Control Over Financial Reporting
  
 AUDIT COMMITTEE FINANCIAL EXPERT
  Member Name
    
    Education & experience relevant to performance of audit committee dutiesPaul F. Little
    
       Chartered Accountant (ICAO)   M.B.A. (Finance)   Held position of Chief Financial Officer of one public company and two private companies.Catherine J.G. Stefan,
    
       Chartered Accountant (ICAO)Chair of the Audit
    
       B.CommCommittee
    
       Held position of Chief Operating Officer of O&Y Properties Inc., President of
Stefan & Associates and Executive Vice-President of Bramalea Group, Chair, Tax
Committee of the Canadian Institute of Public Real Estate Companies (CIPREC).William R. Rand
    
       B.Comm (Accounting)   LLB, LLM, with extensive corporate finance experience   Has served on audit committees of a number of public companies
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CODE OF ETHICS
  
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Periods Ending
    
    Audit Fees(1)
    
    Audit Related Fees(2)
    
    Tax Fees(3)
    
    All Other Fees(4)December 31, 2006
    
    $
    79,075
    
    
    $
    93,821
    
    
    $
    33,183
    
    
    $
    37,504December 31, 2007
    
    $
    301,882
    
    
    $
    247,832
    
    
    $
    108,889
    
    
    $
    29,710
 
 Notes:(1)
    
    The aggregate fees billed for audit services. Corresponding amounts for DMI for
2006 are $65,894.(2)
    
    The aggregate fees billed for assurance and related services that are reasonably
related to the performance of the audit or review of the companys financial statements and
are not disclosed in the Audit Fees column. Corresponding amounts for DMI for 2006 are
$49,334.(3)
    
    The aggregate fees billed for tax compliance, tax advice, and tax planning services.
Corresponding amounts for DMI for 2006 are $32,717.(4)
    
    The aggregate fees billed for professional services other than those listed in the
other three columns. For 2007, All Other Fees relates to due diligence reporting of the
IUC/DMI merger. For 2006, the amount was billed on account of services relating to the
Denison Arrangement. Corresponding amounts for DMI for 2006 are $111,640. DMI amounts in
2006 were billed on account of services relating to DMIs public offering completed in March
2006, as to $87,830, and on account of services relating to the Denison Arrangement, as to
$23,810.   2006
    
    2007Audit Related Fees:
    
    
    100
    %
    
    
    100
    %Tax Fees:
    
    
    100
    %
    
    
    100
    %All Other Fees:
    
    
    100
    %
    
    
    100
    %
 
 OFF-BALANCE SHEET ARRANGEMENTS
  
 TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
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Less Than
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    One Year
    
    1-3 Years
    
    4-5 Years
    
    5 YearsOperating lease
obligations
    
    $
    2,753,000
    
    
    $
    767,000
    
    
    $
    974,000
    
    
    $
    643,000
    
    
    $
    369,000
 
 IDENTIFICATION OF THE AUDIT COMMITTEE
  
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking
  B. Consent to Service of Process
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SIGNATURES
  Registrant: Denison Mines Corp.By:
    s/E. Peter FarmerTitle: Chief Executive Officer  7




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99.1
    
    Annual Information Form for the Year Ended December 31, 200799.2
    
    Managements Discussion and Analysis99.3
    
    Audited Annual Financial Statements for the Year ended December 31, 2007 including Report from
PricewaterhouseCoopers LLP, Independent Auditors99.4
    
    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 Code
 8