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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, 2008
 Commission
file number: 001-33414
 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
 197,295,415
  o þ
  þ o




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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
    
    
    6IDENTIFICATION OF THE AUDIT COMMITTEE
    
    
    6UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
    
    
    6SIGNATURES
    
    
    7EXHIBIT INDEX
    
    
    8Exhibit 99.1Exhibit 99.2Exhibit 99.3Exhibit 99.4Exhibit 99.5Exhibit 99.6
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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 LLP
  D. Changes in Internal Control Over Financial Reporting
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AUDIT COMMITTEE FINANCIAL EXPERT
  Education & experience relevant toMember Name
    
    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,
Chair of the Audit
Committee
    
        Chartered Accountant (ICAO)
    B.Comm
    Held position of Senior Vice President of O&Y
Properties Inc., President of Stefan & Associates and
Executive Vice-President of Bramalea Group, Chair, Tax
Committee of the Canadian Institute of Public Real
Estate Companies (CIPREC).William A. Rand
    
        B.Comm (Accounting)    Has served on audit committees of a number of
public companies
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CODE OF ETHICS
  
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Periods
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    
    Fees(2)
    
    
    Tax Fees(3)
    
    
    All Other Fees(4)December 31, 2007
    
    $
    301,882
    
    
    $
    247,832
    
    
    $
    108,889
    
    
    $
    29,710December 31, 2008
    
    $
    402,586
    
    
    $
    163,037
    
    
    $
    203,403
    
    
    $
    38,884
  (1)
    
    The aggregate fees billed for audit services.(2)
    
    The aggregate fees billed for assurance and related services that are reasonably related to the
performance of the audit or review of the companys financial statements and are not disclosed in
the Audit Fees column.(3)
    
    The aggregate fees billed for tax compliance, tax advice, and tax planning services.(4)
    
    The aggregate fees billed for professional services other than those listed in the other three
columns. For 2008, All Other Fees relates to assisting the Company with the adoption of
International Financial Reporting Standards. For 2007, All Other Fees relates to due diligence
reporting with respect to the combination of International Uranium Corporation and Denison Mines
Inc. by way of arrangement under the Ontario Business Corporations Act.   2007
    
    
    2008Audit Related Fees:
    
    
    100
    %
    
    
    100
    %Tax Fees:
    
    
    100
    %
    
    
    100
    %All Other Fees:
    
    
    100
    %
    
    
    100
    %
 
 OFF-BALANCE SHEET ARRANGEMENTS
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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
   AfterTotal
    
    
    1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    5 YearsDebt Obligations
    
    $
    100,523
    
    
    $
    464
    
    
    $
    100,030
    
    
    $
    29
    
    
    $
    Operating lease obligations
    
    $
    2,820
    
    
    $
    953
    
    
    $
    1,271
    
    
    $
    400
    
    
    $
    196
 
 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
   By:
    
    /s/ E. Peter FarmerTitle: Chief Executive OfficerDate: March 31, 2009
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EXHIBIT INDEX
 99.1
    
    Annual Information Form for the Year Ended December 31, 200899.2
    
    Managements Discussion and Analysis of Results of Operations and Financial Condition for the
Year ended December 31, 2008 (Exhibit 2 of the Registrants Form 6-K furnished to the
Commission on March 18, 2009)99.3
    
    Audited Financial Statements for the Years Ended December 31, 2008 and 2007 (Exhibit 1 of the
Registrants Form 6-K furnished to the Commission on March 26, 2009) together with the
Independent Auditors Report thereon99.4
    
    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
 
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