Denison
Mines Corp.





2018 Annual Information Form


March 12, 2019















































ABOUT THIS ANNUAL INFORMATION FORM


This annual information form
(“AIF”) is dated
March 12, 2019. Unless stated otherwise, all of the information in
this AIF is stated as at December 31, 2018.
 
 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:
 
 ●
 Denison’s management discussion and
analysis (“MD&A”) for the year ended
December 31, 2018, which is available under the Company’s
profile on SEDAR (www.sedar.com) and on EDGAR
(www.sec.gov/edgar.shtml)
as an exhibit to the Company’s Form 40-F.
 
 ●
 Denison’s audited consolidated financial
statements for the year ended December 31, 2018, which are
available on SEDAR and EDGAR as an exhibit to the Company’s
Form 40-F.
 
 Financial
Information
 
 Unless otherwise specified, all dollar amounts
referred to in this AIF are stated in Canadian dollars
(“CAD”).
References to “US$” mean United States
dollars.
 
 Financial information is derived from
consolidated financial statements that have been prepared in
accordance with International Financial Reporting Standards as
issued by the International Accounting Standards
Board.
 Table of ContentsAbout this
AIF
1About
Denison
5Developments
over the Last Three Years
7The Uranium
Industry
16Mineral
Resources and Reserves
22Mineral
Properties
26Athabasca
Exploration: Sampling, Analysis and Data Verification
77Denison
Operations
83Manager of
UPC
86Denison
Environmental Services
87Environmental,
Health and Safety Matters
87Government
Regulation
89Risk
Factors
93Denison’s
Securities
106Denison’s
Management
108Legal and
Regulatory Proceedings
113Material
Contracts
114Names and
Interests of Experts
116Additional
Information
117Audit Committee
Mandate
AGlossary of
Terms
B


Caution about Forward-Looking Information





Certain
information contained in this AIF and
the documents incorporated by reference concerning the business,
operations and financial performance and condition of Denison
constitutes forward-looking information within the meaning of the
United States Private Securities Litigation
Reform Act of 1995 and similar
Canadian legislation.





Generally, the
use of words and phrases like "plans", "expects", "is expected",
"budget", "scheduled", "estimates", “forecasts", "intends",
"anticipates", or "believes", or the negatives and/or variations of
such words and phrases, or statements that certain actions, events
or results "may", "could", "would", "might" or "will" "be taken",
"occur", "be achieved" or “has the potential to” and
similar expressions are intended to identify forward-looking
information.





Forward-looking
information involves known and unknown risks, uncertainties,
material assumptions and other factors that may cause actual
results or events to differ materially from those expressed or
implied by such forward-looking statements.





2018 Annual Information Form





Denison
believes that the expectations and assumptions 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 Information





This
AIF contains forward-looking information in a number of places,
including statements pertaining to Denison’s:





●
 expectations about 2019 and future market prices, production
costs and global uranium supply and demand
 ●
 exploration, evaluation and development
plans and
objectives
 ●
 expectations
regarding ongoing joint arrangements and Denison's share of
same
 ●
 capital expenditure programs,
exploration and development expenditures and reclamation costs and
timing
 ●
 estimates of its mineral reserves and mineral
resources
 ●
 results of its Wheeler River PFS and plans with
respect to the EA and FS
process (each as defined below)
 ●
 expectations regarding
additions to its mineral reserves and resources through
acquisitions and exploration
 ●
 expectations
regarding raising capital
 ●
 expectations regarding the
toll milling of
Cigar Lake
ores, and the relationships with its
contractual partners with respect thereto
 ●
 future
royalty and tax payments and rates
 ●
 the receipt of regulatory approvals,
permits and licences under
governmental regulatory regimes
 ●
 expectations regarding possible impacts of
litigation and regulatory
actions





Statements
relating to "mineral resources" are deemed to be forward-looking
information, as they involve the implied assessment, based on
certain estimates and assumptions that the mineral resources
described can be profitably produced in the future.





Material
Risks





Denison'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 common shares (“Shares”):





●
 the speculative nature of exploration and
development projects
 ●
 the imprecision of mineral
reserve and resource estimates
 ●
 the risks of,
and market impacts on, developing mineral properties
 ●
 risks
associated with the selection of novel mining methods
 ●
 dependence on obtaining
licenses, and other regulatory and policy risks
 ●
 uncertainty
regarding consultation matters with local communities and
engagement with Canada’s First Nations people
 ●
 changes in environment, health and safety
and other
regulations
 ●
 global demand
and international trade restrictions
 ●
 the impact of uranium price
volatility on the valuation of Denison’s mineral reserves and
resources and the market price of its
Shares
 ●
 uncertainty
regarding public acceptance of nuclear energy and competition from
other energy sources
 ●
 the capital intensive nature
of mining industry and the uncertainty of funding
 ●
 volatility in
the market price of the Company’s Shares
 ●
 the risk of
dilution from future equity financings
 ●
 reliance on
other operators of the Company’s projects
 ●
 dependence on
contractors and third parties
 ●
 the risk of failure to realize benefits
from transactions
 ●
 the risk of Denison’s
inability to expand and replace its mineral reserves and
resources
 ●
 competition
for properties
 ●
 risk of
challenges to property title and/or contractual interests in
Denison’s properties
 ●
 global
financial conditions
 ●
 the risk of failure by Denison to meet its
obligations to its creditors
 ●
 change of control
restrictions
 ●
 uncertainty as to reclamation
and decommissioning liabilities and timing
 ●
 potential for technical
innovation rendering Denison’s products and services
obsolete
 ●
 liabilities inherent in
mining operations and the adequacy of insurance
coverage
 ●
 the ability
of Denison to ensure compliance with anti-bribery and
anti-corruption laws
 ●
 the
uncertainty regarding risks posed by climate change
 ●
 the reliance
of the Company on its information systems and the risk of
cyber-attacks on those systems
 ●
 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”) and its subsidiary, Korea Hydro
& Nuclear Power (“KHNP”).


2018 Annual Information
Form





The
risk factors listed above are discussed in more detail later in
this AIF (see “Risk Factors”). The risk factors
discussed in this AIF are not, and should not be construed as
being, exhaustive.





Material assumptions





The
forward looking statements in this AIF and the documents
incorporated by reference are based on material assumptions,
including the following, which may prove to be
incorrect:





●
 our expectations regarding the demand for, and supply of, uranium,
the outlook for long-term contracting, changes in regulations,
public perception of nuclear power, and the construction of new and
relicensing of existing nuclear power plants


●
 our budget,
including expected exploration levels and costs and the assumptions
regarding market conditions and other factors upon which we have
based our expenditure expectations


●
 our
expectations regarding spot prices and realized prices for
uranium


●
 our
expectations regarding tax rates, currency exchange rates and
interest rates


●
 our
decommissioning and reclamation obligations and the status and
ongoing maintenance of agreements with third parties with respect
thereto


●
 our mineral
reserve and resource estimates, and the assumptions upon which they
are based


●
 our, and our
contractors’, ability to comply with current and future
environmental, safety and other regulatory requirements and to
obtain and maintain required regulatory approvals


●
 our
operations are not significantly disrupted as a result of political
instability, nationalization, terrorism, sabotage, social or
political activism, breakdown, natural disasters, governmental or
political actions, litigation or arbitration proceedings, equipment
or infrastructure failure, labour shortages, transportation
disruptions or accidents, or other development or exploration
risks





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


This AIF uses the
terms 'measured', 'indicated' and 'inferred' mineral resources.
While such terms have been prepared in accordance with the
definition standards on mineral reserves of the Canadian Institute
of Mining, Metallurgy and Petroleum referred to in Canadian
National Instrument 43-101 Mineral Disclosure Standards ("NI
43-101") and are recognized and required by Canadian regulations,
the United States Securities and Exchange Commission ("SEC") 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.





2018 Annual Information
Form





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.


The estimates of
mineral reserves in this AIF have been prepared in accordance with
NI 43-101. The definition of probable mineral reserves used in NI
43-101 differs from the definition used by the SEC in the SEC's
Industry Guide 7. Under the requirements of the SEC, mineralization
may not be classified as a "reserve" unless the determination has
been made, pursuant to a "final" feasibility study that the
mineralization could be economically and legally produced or
extracted at the time the reserve determination is made. Denison
has not prepared a feasibility study for the purposes of NI 43-101
or the requirements of the SEC. Accordingly, Denison's probable
mineral reserves disclosure may not be comparable to information
from U.S. companies subject to the reporting and disclosure
requirements of the SEC.





2018 Annual Information
Form





ABOUT DENISON





Denison
Mines Corp. is primarily engaged in uranium exploration and
development. The registered and head office of Denison is located
at 1100 – 40 University Avenue, Toronto, Ontario, M5J 1T1,
Canada. Denison’s website address is www.denisonmines.com
 
 In this AIF,
Denison or the Company means Denison Mines Corp.,
Shareholders means holders
of Denison’s common shares and Shares means Denison’s common
shares.
 .


At
the end of 2018, Denison had a total of 70 active employees, all of
whom were employed in Canada. None of the Company’s employees
are unionized.





The Shares are
listed on the Toronto Stock Exchange (“TSX”) under the symbol
“DML” and on the NYSE American 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, 8th
Floor, Toronto, ON, M5J 2Y1, Canada, and the telephone number is
1-800-564-6253.





Denison is a
reporting issuer in all of the Canadian provinces. The Shares are
also 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.





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, 2018, including the name,
jurisdiction of incorporation and proportion of ownership interest
in each.










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





2018 Annual Information
Form





Denison Asset Overview





Uranium Exploration and Development





Denison’s
Key Assets - In the Athabasca Basin in Northern
Saskatchewan:

●A 90% interest in, and operator of, the Wheeler
River project, which is host to the Phoenix and Gryphon uranium
deposits – together representing the largest undeveloped
uranium project in the infrastructure rich eastern Athabasca
Basin.

●A 65.92% interest in, and operator of, the
Waterbury Lake project, which includes the J Zone and Huskie
deposits.

●A 22.50% interest in the McClean Lake uranium
processing facility and uranium deposits, through its interest in
the McClean Lake Joint Venture (“MLJV”) operated by Orano Canada
Inc. (formerly AREVA Resources Canada Inc.) (“Orano Canada”).

●A 25.17% interest in the Midwest uranium
project, operated by Orano Canada, which is host to the Midwest
Main and Midwest A deposits.

●An extensive portfolio of exploration and
development property interests, including an 80% interest in, and
the operator of, the Hook-Carter project, which is situated along
the Patterson Lake Corridor in the western Athabasca
Basin.





Denison’s
uranium exploration properties are principally held directly by the
Company or indirectly through Denison Mines Inc.
(“DMI”), Denison
Waterbury Corp. and Denison AB Holdings Corp.





Services





The Company
generates cash flow through the following areas of its
business:





(i)
 Management of Uranium
Participation Corporation (“UPC”)





Pursuant to a
management services agreement, DMI serves as the manager of UPC, a
publicly-traded company listed on the TSX under the symbol
“U”, which invests in uranium oxide in concentrates
(U3O8) and uranium
hexafluoride (UF6).





(ii)
 The Denison Environmental
Services (“DES”)
division of DMI





DES provides mine
care & maintenance, decommissioning, environmental and other
consulting services to third party customers.





Toll Milling





Denison is a
party to a toll-milling arrangement through its 22.50% interest in
the MLJV, whereby ore is processed for the Cigar Lake Joint Venture
(“CLJV”) at the
McClean Lake processing facility (the “Cigar Toll Milling”). In February
2017, Denison completed a financing (the “APG Transaction”) with Anglo
Pacific Group PLC ("APG")
and its wholly owned subsidiary Centaurus Royalties Ltd. for gross
proceeds to Denison of $43,500,000. The APG Transaction monetized a
portion of Denison’s future share of the Cigar Toll Milling,
providing Denison with the financial flexibility to advance its
interests in the Athabasca Basin, including the Wheeler River
project.





2018 Annual Information
Form





While the APG
Transaction monetized certain future toll milling receipts from the
Cigar Toll Milling, Denison retains a 22.5% strategic ownership
stake in the MLJV and McClean Lake processing facility. See
“Denison’s Operations – Cigar Lake Toll Milling
– APG Transaction”.





The Formation of Denison





Denison 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 DMI, by plan 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.”





Through its 2013 acquisitions of JNR Resources
Inc. (“JNR”), Fission Energy Corp.
(“Fission”) and Rockgate Capital Corp.
(“Rockgate”) and its 2014 acquisition of International
Enexco Limited (“IEC”), Denison increased its project portfolio
in Canada, primarily in the Athabasca Basin.





In 2015 and 2016, Denison worked to further
achieve its objective of focusing on its core activities in the
Athabasca Basin, completing the sale of its interest in the Gurvan
Saihan Joint Venture in Mongolia to Uranium Industry a.s.
(“UI”) in 2015 (the “Mongolia
Transaction”) and
completing a transaction with GoviEx Uranium Inc.
(“GoviEx”) in 2016 to combine their respective
African uranium mineral interests, with GoviEx acquiring
Denison’s uranium mineral interests in Zambia, Mali and
Namibia (the “Africa
Transaction”). See
“Legal and Regulatory Proceedings” for more information
on the Mongolia Transaction.





DEVELOPMENTS OVER THE LAST THREE YEARS





2016...





In January, Dale
Verran was appointed Vice President, Exploration with
responsibility for overseeing and advancing the Company’s
exploration programs. Prior to his appointment, Mr. Verran served
as Technical Director, Exploration for the Company. In addition,
Mr. Joo Soo Park, KEPCO’s representative on Denison’s
Board, resigned and was replaced by Mr. Hyung Mun Bae.





Also in January,
the Company amended and extended its credit facility with the Bank
of Nova Scotia (the “Credit
Facility”) to January 31, 2017.





In February,
Amanda Willett was appointed Corporate Counsel and Corporate
Secretary of Denison on a secondment basis, which appointment was
made permanent effective June 2016.





In March, the
Company announced the execution of the new three-year management
services agreement (the “MSA”) to provide management
services to UPC. The MSA took effect on April 1, 2016, at the
conclusion of the three-year term of the then current management
services agreement between UPC and DMI. See “Manager of
UPC”.





In April, Denison
announced the results of the preliminary economic assessment
(“PEA”)
completed on its 60% (now 90.0%, as at December 31, 2018) owned
Wheeler River Project. The PEA considered the potential economic
merit of co-developing the high-grade Gryphon and Phoenix deposits
as a single underground mining operation, and assumed processing at
Denison's 22.5% owned McClean Lake mill. The PEA considered two
economic scenarios: (a) a base case scenario based on a March 2016
long-term price of uranium of US$44.00 per pound; and (b) a
production case scenario based on a long-term price of uranium of
US$62.60 per pound.





2018 Annual Information
Form





Economic
highlights of the PEA included (a) base case: a pre-tax IRR of
20.4% and a pre-tax Net Present Value ("NPV") of $513 million (Denison's share
$308 million); and (b) production case: a pre-tax IRR of 34.1% and
pre-tax NPV of $1,420 million (Denison's share $852 million). The
PEA is based on the mineral resource estimates for the Gryphon
deposit effective September 25, 2015 and the Phoenix deposit
effective May 28, 2014, and is disclosed in the report entitled
“Preliminary Economic Assessment of the Wheeler River Uranium
Project, Saskatchewan, Canada” dated March 31, 2016.
Following the completion of the PEA, a decision was made to advance
towards the completion of a Pre-Feasibility Study
(“PFS”) which
would require additional definition drilling to be completed in
order to improve the confidence in the existing mineral resources
estimated for the Gryphon deposit. See “Mineral Properties
– Wheeler River”.





Also in April,
Denison completed its winter exploration drilling in the Athabasca
Basin. Drilling results at Wheeler River included the discovery of
the D Series of mineralized lenses, located within 200 metres north
and northwest of the Gryphon deposit and continued intercepts of
mineralization and/or radioactivity to the southwest of Gryphon
along the K-North trend. Other notable winter results included the
extension of a mineralized trend at Murphy Lake and the discovery
of mineralization on the CR-3 trend at Moon Lake South. The Company
reported that 31,091 metres of drilling had been completed in 55
drill holes on seven projects operated by the Company.
Additionally, 8,107 metres of drilling was completed in 31 holes on
projects operated by the Company’s joint venture
partners.





In May, Denison completed a private placement
offering (the "2016
Offering") of Shares issued on
a "flow-through" basis pursuant to the Income Tax Act
(Canada). Denison issued 15,127,805
Shares, at a price of $0.82 per Share, for aggregate gross proceeds
to Denison of $12,405,000. The gross proceeds from the financing
were intended to fund the Company’s Canadian exploration
expenses through to the end of 2017.





In June, GoviEx and Denison completed the
combination of their respective African uranium mineral interests
(the “Africa
Transaction”). Pursuant
to the Africa Transaction, GoviEx acquired all of Denison’s
African uranium mineral interests in Mali, Zambia and Namibia
through the acquisition of Rockgate from Denison. In exchange,
Denison received 56,050,450 common shares and 22,420,180 common
share purchase warrants (“Consideration
Warrants”) of GoviEx.
Each Consideration Warrant is convertible into one common share of
GoviEx at a price of US$0.15 per share for a period of three years.
The Consideration Warrants include an acceleration clause, which
provide that in the event that the closing price of GoviEx’s
common shares on the TSX Venture Exchange is equal to or greater
than $0.24 per share for a period of 15 consecutive trading days,
GoviEx may provide holders of the Consideration Warrants with
written notice that holders have 30 days to exercise the
Consideration Warrants on the original terms, failing which the
exercise price of the Consideration Warrants will be increased to
US$0.18 per share and the term of the Consideration Warrants will
be reduced by six months. Concurrently, GoviEx completed a
non-brokered equity financing on a private placement basis, in
which Denison provided the lead order of approximately US$500,000
for 9,093,571 common shares and common share purchase warrants (the
“Concurrent
Warrants”). Each
Concurrent Warrant is convertible into one common share of GoviEx
for a period of three years, at a price of US$0.12 per share until
June 10, 2018 and thereafter at a price of US$0.14 per share. The
Concurrent Warrants include an acceleration clause, which provide
that in the event that the closing price of GoviEx’s common
shares on the TSX Venture Exchange is equal to or greater than
$0.20 per share for a period of 15 consecutive trading days, GoviEx
may provide holders of the Concurrent Warrants with written notice
that holders have 60 days to exercise the Concurrent Warrants on
the original terms, failing which the Concurrent Warrants will
expire unexercised. In total, as a result of the sale and the
concurrent financing, Denison acquired a total of 65,144,021 common
shares of GoviEx, or approximately 24.6% of GoviEx’s issued
and outstanding common shares at the end of June 2016 (16.21% at
December 2018, according to publicly available information as at
the date of this AIF), and 31,513,751 GoviEx common share purchase
warrants. GoviEx is a publicly traded company and is listed on the
TSX Venture Exchange under the symbol “GXU”. For so
long as Denison holds at least 5% of the issued and outstanding
common shares of GoviEx, Denison will have the right to appoint one
director to the GoviEx board of directors and will have the right
to participate in future GoviEx equity financings in order to
maintain its pro-rata ownership. Denison’s nominee director,
Mr. David Cates, President and Chief Executive Officer of Denison,
was appointed to the GoviEx board of directors.


2018 Annual Information
Form


In August, the
Company closed an option agreement with Skyharbour Resources Ltd.
(“Skyharbour”),
which grants Skyharbour an option to acquire a 100% interest in
Denison’s wholly owned Moore Lake property in exchange for
cash, stock and exploration spending commitments (the
“Skyharbour
Agreement”). Under the terms of the Skyharbour
Agreement, Denison received 4,500,000 common shares of Skyharbour
and will receive staged cash payments of $500,000, in aggregate,
over the next five years. Skyharbour must also spend $3,500,000 in
exploration expenditures on the property over the same five-year
period in order to complete the option. Under the terms of the
Skyharbour Agreement, Denison also maintains various back-in rights
on the property to re-acquire a 51% interest in the property and is
entitled to nominate a member to Skyharbour’s Board of
Directors as long as Denison maintains a minimum ownership position
of 5%. In total, as a result of the option agreement shares and
Denison's existing position, Denison held 5,000,000 common shares
of Skyharbour, or approximately 11.3% of Skyharbour's issued and
outstanding shares at the end of August 2016 (approximately 8.49%
at December 2018, based on publicly available information as at the
date of this AIF and taking into account additional shares acquired
by Denison subsequent to the Skyharbour Agreement date). Denison's
nominee director, Mr. David Cates, was appointed to the Skyharbour
board of directors.





In September, the
Mongolian government (through the Mineral Resource Authority of
Mongolia) formally issued the mining license certificates for the
Hairhan, Haraat, Gurvan Saihan and Ulzit projects. These projects
had been sold to UI in connection with the Mongolia Transaction,
and the issuance of the licenses triggered Denison’s right to
receive certain contingent consideration from UI within 60 days of
the licenses being granted, in accordance with the terms of the
Amended and Restated Share Purchase Agreement between Denison and
UI dated November 25, 2015 (the “GSJV Purchase Agreement”), which
payments have not yet been made. See “Developments Over the
Last Three Years – 2017...” and “Legal and
Regulatory Proceedings” for further information.





In October,
Denison announced completion of a highly successful summer 2016
drilling program on the Wheeler River project. Highlights included;
(1) continued expansion of the D Series lenses along strike to a
collective strike length of 330 metres, (2) new high grade drill
intersections which indicated expansion of the A and B Series
lenses both down-dip and up-dip on the southwestern portion of the
Gryphon deposit, (3) discovery of basement-hosted mineralization on
the K-West conductive trend, located approximately 500 metres west
of the Gryphon deposit, and (4) completion of an initial set of
five infill and delineation holes on the Gryphon deposit, which
confirmed high grades. During the summer exploration program, over
32,000 metres of drilling was completed on five properties operated
by Denison, with over 25,000 metres of drilling completed at
Wheeler River. A further 4,857 metres of drilling was completed in
10 holes on projects operated by the Company’s joint venture
partners.





2018 Annual Information
Form





In November,
Denison acquired 80% ownership of the Hook-Carter property from ALX
Uranium Corp. ("ALX") in
exchange for the issuance to ALX of 7,500,000 Shares of Denison.
Under the terms of the agreement with ALX (the “Hook-Carter Agreement”), ALX
retained a 20% interest in the Hook-Carter property and Denison
agreed to fund ALX's share of the first $12,000,000 in
expenditures. Denison is the operator of the project and has full
discretion as to the nature, extent, timing and scope of all work
projects, subject to a modest work commitment to spend $3,000,000
on the property over the first 3 years (which work commitment has
been completed by Denison in accordance with the terms of the
Hook-Carter Agreement). The parties agreed to form a joint venture
thirty-six months after the effective date of the Hook-Carter
Agreement, in which all material decisions shall be carried by a
vote representing a 51% ownership interest.





Also in November,
Denison acquired the Coppin Lake property ("Coppin Lake") from Orano Canada and UEX
Corporation. Coppin Lake comprises ten mineral claims covering an
area of 2,768 hectares in the western portion of the Athabasca
Basin region in northern Saskatchewan, contiguous with the
Hook-Carter property. Pursuant to the area of interest provisions
within the Hook-Carter Agreement, Coppin Lake now forms a part of
the Hook-Carter property for the purposes of the Hook-Carter
Agreement and the eventual joint venture between Denison and ALX
with respect thereto.





In December,
Denison was notified that the significant majority of KEPCO’s
indirect ownership of Denison’s Shares had been transferred
to KHNP Canada Energy Ltd., a subsidiary of KHNP
(“KHNP Canada”).
Effective in December, Hyung Mun Bae resigned as a member of the
Board of Directors.





2017...


In January,
Denison executed an agreement with the partners of the Wheeler
River Joint Venture ("WRJV")
that was expected to increase Denison's ownership of the Wheeler
River project to up to approximately 66% by the end of 2018. At
that time, the WRJV was a joint venture between Denison as operator
(60.0% interest, which is now a 90.0% interest), Cameco Corporation
("Cameco") (30.0% interest,
which is now a 0.0% interest), and JCU (Canada) Exploration Limited
("JCU") (10.0% interest)
(collectively, the "WRJV
Parties"). Under the terms of the agreement, the WRJV
Parties agreed to allow for a one-time election by Cameco to fund
50% of its ordinary share (30%) of joint venture expenses in 2017
and 2018. The shortfall in Cameco's contribution would be funded by
Denison, in exchange for a transfer to Denison of a portion of
Cameco's interest in the WRJV. Accordingly, Denison's share of
joint venture expenses was to be 75% in 2017 and 2018, and Cameco
and JCU's share of joint venture expenses was to be 15% and 10%,
respectively. See “Mineral Properties – Wheeler
River”.





Also in January,
UI and Denison entered into an extension agreement (the
“Extension
Agreement”), pursuant to which it was agreed that the
payment deadline for the contingent payments due for the Mongolia
Transaction under the GSJV Purchase Agreement would be extended to
July 16, 2017, provided that the outstanding amount would bear
interest at a rate of 5% per annum, payable monthly in arrears. The
first payment under the Extension Agreement was due on or before
January 31, 2017. The required payments were not made and UI is in
default of its obligations under the Extension Agreement and GSJV
Purchase Agreement. For further updates, see below in this section
and in “Legal and Regulatory Proceedings”.


In February,
Denison completed the APG Transaction for gross proceeds to Denison
of $43,500,000. See “Denison’s Operations – Cigar
Lake Toll Milling – APG Transaction”.





2018 Annual Information
Form





Co-ordinated with
the closing of the APG Transaction, the maturity date under the
Credit Facility was extended to January 31, 2018 and the terms
of the Credit Facility were amended to reflect certain changes
required to facilitate an inter-creditor agreement between BNS and
the parties to the APG Transaction. Amongst those changes, BNS and
DMI agreed to replace a restrictive covenant to maintain $5,000,000
on deposit with BNS with a pledge of $9,000,000 in restricted cash
or GIC's as collateral. Under the amended Credit Facility, Denison
will pay letter of credit fees of 0.4% on the first $9,000,000 of
credit utilized under the facility (associated with the restricted
cash), and 2.4% on the remaining $15,000,000 of letters of credit
issued thereunder.





Also in February,
Mr. Kwang Hee Jeong was appointed to the Board as KHNP
Canada’s representative.





In March, Denison
closed a private placement share offering, under which the Company
issued, in aggregate, 18,337,000 Shares of Denison for gross
proceeds of $20,000,290. The aggregate share offering was comprised
of the following three elements: (a) a “Common Share”
offering which consisted of 5,790,000 Shares at a price of $0.95
per Share for gross proceeds of $5,500,500; (b) a “Tranche A
Flow-Through” offering which consisted of 8,482,000 Shares
issued on a “flow-through” basis at a price of $1.12
per Share for gross proceeds of $9,499,840; and (c) a
“Tranche B Flow-Through” offering which consisted of
4,065,000 Shares issued on a “flow-through” basis at a
price of $1.23 per Share for gross proceeds of
$4,999,950.





In April, Denison
completed its winter exploration drilling in the Athabasca Basin.
At Wheeler River, the winter 2017 drilling program was focused on
two objectives: (1) continued infill and delineation drilling of
the Gryphon deposit, in order to upgrade the estimated inferred
resources to an indicated level of confidence, and (2) exploration
drilling outside of the current resources estimated for the Gryphon
deposit, with the aim of discovering additional resources. The
winter 2017 drilling program at Wheeler River was completed with a
total of 14,732 metres drilled in 26 holes. Drilling results at
Wheeler River included intersections of high-grade mineralization
within the D Series lenses of mineralization, located within 200
metres north and northwest of the Gryphon deposit. Other notable
winter results included high grade intersections from infill
drilling within the Gryphon deposit’s A, B and C series
lenses, where 17 drill holes, totaling approximately 8,402 metres,
were completed as part of the winter 2017 program. Winter drilling
programs were also completed by the Company at Waterbury Lake (9
holes, 4,803 metres), Murphy Lake (9 holes, 3,433 metres) and
Crawford Lake (1 hole, 519 metres). A further 5,029 metres of
drilling was completed in 17 holes on the Wolly project by Orano
Canada.





In July, Denison
announced that DES had entered into a new two-year services
agreement with Rio Algom Limited, which is a subsidiary of BHP
Billiton Limited. Pursuant to the agreement, DES will be
responsible for the management and operation of nine decommissioned
mine sites in Ontario and two in Quebec from July 1, 2017 to June
30, 2019, including the operation of water treatment plants and
tailings management facilities; environmental monitoring and
compliance, data management, and regulatory reporting; maintenance
of roads, dams and electrical infrastructure; site management,
including health and safety, procurement, logistics, and budgeting
activities; and project management and execution for various
projects, including infrastructure upgrades and replacements,
engineering and environmental programs, as well as water management
initiatives.





2018 Annual Information
Form


In September,
Denison reported the completion of the summer exploration drilling
program at the Waterbury Lake project. The summer 2017 drill
program at Waterbury Lake commenced in late July and was highly
successful, returning several high-grade uranium intersections from
a target area located approximately 1.5 kilometres to the northeast
of the property’s J Zone uranium deposit. Following the
discovery of uranium mineralization in the first four drill holes
of the program, the scope of the program was increased in late
August to allow for a total of 9 drill holes. Of the eight drill
holes designed to test for basement-hosted mineralization, seven
holes intersected significant mineralization, including 9.1%
U3O8over 3.7 metres (drill hole
WAT17-446A), 1.7% U3O8over
7.5 metres (drill hole WAT17-449) and 1.5% U3O8over 4.5 metres; (drill hole
WAT17-450A).Taken
together, the summer program included a total of 3,722 metres
drilled and resulted in the wide-spaced definition (approximately
50 x 50 metre drill hole spacing) of a significant zone of entirely
basement-hosted mineralization with geological features consistent
with basement-hosted deposits in the Athabasca Basin. This new zone
of mineralization at the Waterbury Lake project became known as the
“Huskie” zone.





Also in
September, Denison and KHNP Canada entered into an amended and
restated strategic relationship agreement dated September 19, 2017
(the “KHNP
SRA”), on substantially similar terms as the prior
strategic relationship agreement with KEPCO. The KHNP SRA was
entered into in connection with the December 2016 transfer by KEPCO
of substantially all of its indirect ownership of Denison’s
Shares to KHNP Canada. See “Risk Factors – Potential
Influence of KEPCO and KHNP”.





In November, the
Company announced the completion of the summer 2017 drilling
program at the Wheeler River project, including a total of 64 drill
holes (totalling 29,224 metres). The drilling program was focused
within, and in the immediate vicinity of, the Gryphon deposit ahead
of a planned update to the mineral resource estimate for the
property. Highlights from the summer drilling program included: (1)
expansion of high-grade mineralization within the D series lenses;
(2) discovery and expansion of the E series lenses both at the
unconformity and within the upper basement; and (3) expansion of
the A and B series lenses both up-dip and down dip. The Company
also successfully completed the definition drilling program on the
Gryphon deposit’s A, B and C series lenses, with the
objective of increasing the confidence of the previously estimated
mineral resources from an inferred to indicated level. A summer
drilling program was also completed by the Company at Crawford Lake
(4 holes, 2,068 metres) and a further 5,870 metres of drilling was
completed in 20 holes on the McClean project by Orano
Canada.





In December, the
Company filed a Request for Arbitration under the Arbitration Rules
of the London Court of International Arbitration against UI in
connection with the continued failure of UI to pay to the Company
the contingent consideration payable under the GSJV Purchase
Agreement and the Extension Agreement, with respect to the Mongolia
Transaction. See “Legal and Regulatory
Proceedings”.





2018...





In January, the
Company amended and extended its Credit Facility to January 31,
2019.





Also in January,
Denison announced an 88% increase in the indicated mineral
resources estimated for the Wheeler River project with the
completion of an updated mineral resource estimate for the Gryphon
deposit at Wheeler River. The Gryphon deposit is estimated to
contain, above a cut-off grade of 0.2% U3O8, 61.9 million
pounds of U3O8 (1,643,000 tonnes
at 1.71% U3O8) in indicated
mineral resources, plus 1.9 million pounds of U3O8 (73,000 tonnes at
1.18% U3O8) in inferred
mineral resources. By comparison, the maiden mineral resource
estimate, completed in September 2015, was comprised of inferred
mineral resources of 43.0 million pounds of U3O8 above a cut-off
grade of 0.2% U3O8 (834,000 tonnes
at 2.3% U3O8). Together,
Wheeler River is now host to 132.1 million pounds U3O8 (1,809,000 tonnes
at an average grade of 3.3%) in total indicated mineral resources.
Following the mineral resource update, Wheeler River retained and
improved its standing as the largest undeveloped high-grade uranium
project in the infrastructure rich eastern portion of the Athabasca
Basin. In March, Denison filed a technical report containing the
updated mineral resource estimate for the Wheeler River property.
See “Mineral Properties – Wheeler
River”.





2018 Annual Information
Form


In March, Denison
also completed a review of an updated mineral resource estimate for
the Midwest project. The review resulted in the estimation of (a)
inferred mineral resources on the property increasing to 18.2
million pounds of U3O8 (100% basis;
above a cut-off grade of 0.1% U3O8), an increase of
13.5 million pounds of U3O8 from the prior
estimate; and (b) indicated mineral resources increasing to 50.78
million pounds U3O8 (100% basis;
above a cut-off grade of 0.1% U3O8), an increase of
2.08 million pounds U3O8 from the prior
estimate. A technical report was filed on March 27, 2018. See
“Mineral Properties – Midwest”.





In April, Denison
further amended the Credit Facility to accommodate the Company's
change in financial statement presentation currency to Canadian
dollars. The covenant in the Credit Facility to maintain a
specified level of tangible net worth was changed to $131,000,000
(from US$150,000,000).





Also in April,
the Company reported the completion of the winter drilling program
at the Wheeler River project, including the discovery of high-grade
uranium mineralization 600 metres and 1 kilometre to the northeast
of the Gryphon uranium deposit. High-grade intercepts were obtained
at the sub-Athabasca unconformity along the K-North trend from
reconnaissance drill fences spaced 200 metres apart. The results
were confirmed by chemical assays announced on June 6, 2018, which
included 1.4% U3O8 over 5.5 metres
(including 7.2% U3O8 over 1.0 metre)
in drill hole WR-704, located 600 metres northeast of Gryphon; and
1.1% U3O8 over 3.0 metres
(including 2.8% U3O8 over 1.0 metre)
in drill hole WR-710D1, located 1 kilometre northeast of Gryphon.
The winter drilling program at Wheeler included 21,153 metres
drilled in 29 diamond drill holes, largely focused on step-out
drilling along strike of the Gryphon deposit and reconnaissance
level regional exploration along the K-North and K-West
trend.





And in April,
Denison reported the expansion of the Huskie zone on the Waterbury
Lake project, with the receipt of U3O8 chemical assay
results from the Company's winter 2018 diamond drilling program.
The results were highlighted by the following intercepts: 4.5%
U3O8 over 6.0 metres
(including 5.8% U3O8 over 4.5 metres),
and 0.57% U3O8 over 6.3 metres
(including 1.9% U3O8 over 1.0 metre)
in drill hole WAT18-452; and 0.62% U3O8 over 1.0 metre in
drill hole WAT18-460A. The winter drilling program involved 9,794
metres of diamond drilling in 19 drill holes, and was focused on 50
metre step-out drilling along strike and down-dip of the Huskie
zone, as well as wider-spaced reconnaissance drilling to the west
along the geological trend.





In May, Denison
announced the results of its Annual General Shareholders Meeting,
which included the ratification and approval of the Company’s
new Share Unit Plan and the previous grants of share units
thereunder.





In August,
changes were made to the composition of the Company’s Board
of Directors, with the appointment to the Board of David Cates, the
Company’s President and Chief Executive Officer, Jack Lundin,
Moo Hwan Seo and Patricia Volker. At that time, the Company
accepted the resignation of Kwang-Hee Jeong and Lukas Lundin. In
addition, Catherine Stefan, previously serving as the
Company’s independent Lead Director, was appointed Chair of
the Board.





2018 Annual Information
Form


In September,
Denison entered into an agreement with Cameco, pursuant to which
Denison would increase its ownership interest in the Wheeler River
project to 90% through the acquisition of 100% of Cameco’s
minority interest in the WRJV (subject to certain rights of first
refusal in favour of JCU pursuant to the WRJV joint venture
agreement) in exchange for the issuance to Cameco of 24,615,000
Shares of Denison. JCU waived its rights under the WRJV joint
venture agreement to acquire any of Cameco’s interest, and
Denison’s acquisition of Cameco’s interest was
completed effective October 26, 2018 (the “Cameco Transaction”). See
“Mineral Properties – Wheeler
River”.





Also in
September, Denison announced the appointment of Tim Gabruch as the
Corporation’s Vice President Commercial.





And in September,
Denison reported a new discovery of uranium mineralization on the
Company's Waterbury Lake project. Basement-hosted uranium
mineralization was intersected in two drill holes, approximately
three kilometres northeast of the project's Huskie deposit,
returning mineralized assay intervals of 0.43% U3O8 over 1.0 metre
(including 0.73% U3O8 over 0.5 metres)
in drill hole WAT18-478 and 0.45% U3O8 over 0.5 metre as
well as 0.31% U3O8 over 0.5 metre
and 0.20% U3O8 over 0.5 metre in
drill hole WAT18-479.





In September,
Denison announced the results of the PFS for the Wheeler River
project. The PFS has been completed in accordance with NI 43-101
and is highlighted by the selection of the in-situ recovery
("ISR") mining method for
the development of the Phoenix deposit, with an estimated average
operating cost of $4.33 (US$3.33) per pound U3O8. The PFS
considers the potential economic merit of co-developing the Phoenix
and Gryphon deposits. The high-grade Phoenix deposit is designed as
an ISR mining operation, with associated processing to a finished
product occurring at a plant to be built on site at Wheeler River.
The Gryphon deposit is designed as an underground mining operation,
utilizing a conventional long hole mining approach with processing
of mine production assumed at Denison's 22.5% owned McClean Lake
mill. Taken together, the project is estimated to have mine
production of 109.4 million pounds U3O8 over a 14-year
mine life, with a base case pre-tax Net Present Value
("NPV") of $1.31 billion (8%
discount rate), Internal Rate of Return ("IRR") of 38.7%, and initial
pre-production capital expenditures of $322.5 million. The
base-case economic analysis assumes uranium sales are made at UxC
Consulting Company, LLC's ("UxC") annual estimated spot price
(composite mid-point scenario) for mine production from the Phoenix
deposit (from ~US$29/lb U3O8 to US$45/lb
U3O8), and a fixed
price for mine production from the Gryphon deposit (US$50/lb
U3O8). The PFS is
prepared on a project (100% ownership) and pre-tax basis, as each
partner to the WRJV is subject to different tax and other
obligations. The technical report in support of the PFS was filed
on October 30, 2018. See “Mineral Properties – Wheeler
River”.





In November,
Denison reported that it had completed a maiden mineral resource
estimate for the Huskie basement-hosted uranium deposit in
accordance with NI 43-101 and CIM Definitions (2014), which was
reviewed and audited by SRK Consulting (Canada) Inc.
(“SRK”). The
result was an inferred mineral resource estimate of 5.7 million
pounds of U3O8 (above a cut-off
grade of 0.1% U3O8) based on 268,000
tonnes of mineralization at an average grade of 0.96% U3O8. The updated
technical report for Waterbury, including the Huskie mineral
resource estimate, was filed on December 21, 2018. See
“Mineral Properties – Waterbury
Lake”.





Also in November,
Denison reported the discovery of unconformity uranium and base
metals mineralization on the K West trend at Wheeler River.
Highlights from the Company's summer 2018 diamond drilling program
at Wheeler River included drill hole WR-733D1, which returned 0.30%
U3O8, 4.7% Co, 3.7% Ni
and 0.55% Cu at the unconformity on the K West trend, approximately
500 metres west of the parallel K North trend, which hosts the
Gryphon deposit.





2018 Annual Information
Form





And in November,
Denison announced the completion of a private placement offering
(the "2018 Offering") of
Shares issued on a "flow-through" basis pursuant to the
Income Tax Act (Canada).
The Company issued 4,950,495 Shares, at a price of $1.01 per Share,
for total gross proceeds of approximately $5,000,000. The gross
proceeds of the financing are intended to be used for expenses
related to the Company's exploration activities in
2019.





In December, the
Company's Board of Directors and the WRJV each approved the
advancement of the Wheeler River project, following a detailed
assessment of the robust economic results demonstrated in the PFS.
In support of the decision to advance the Wheeler River project,
the WRJV approved a $10.3 million budget for 2019 (100% basis),
which is highlighted by plans to initiate the Environmental
Assessment ("EA") process,
the completion of ISR wellfield testing, as well as the initiation
of metallurgical pilot plant testing and other engineering studies
related to ISR mining. Denison's share of the 2019 budget for
Wheeler River is $9.3 million, which reflects Denison's 90%
ownership interest in the project.





Events This Year...





In January, the
Company amended and extended its Credit Facility to January 31,
2020.





In March, Mr. Moo
Hwan Seo resigned from the Board. Mr. Geun Park joined the Board,
filling the vacancy created by Mr. Seo’s
resignation.





2018 Annual Information
Form





THE URANIUM INDUSTRY





The global
nuclear fuel market continues to navigate through difficult times.
While 2018 marked the seventh year of a prolonged downturn in the
nuclear fuel business following the 2011 Fukushima Daichii nuclear
incident, which led to the total shutdown of nuclear power
generation in Japan by mid-2012, events throughout the year
provided clear indications that positive change is beginning to
happen.





While volatile at
times, the spot price of uranium ended 2018 at US$28.50 per pound
U3O8 - 20% higher than
where it started the year at US$23.75 per pound U3O8 and 39% higher
than its 2018 intra-year low of US$20.50 per pound U3O8 in April 2018.
Since the low reached in April 2018, market observers have noted a
tangible shift in the market performance of the spot price, with
the price rising steadily through the balance of the
year.





Although the
uranium spot price has demonstrated some noticeable starts and
stops in its effort to recover over the past several years, there
has been some stability demonstrated in the 2018 spot price
increase, which has been supported, in part, by a number of events
on the supply side. Most significant of these events was
Cameco’s announcement that the temporary McArthur River
shutdown would become indefinite, with the timing of a restart
depending on future contracting and market conditions. At the same
time, Cameco reiterated its commitment to meet existing customer
obligations by purchasing large volumes of uranium in the spot
market. In addition, the world’s largest uranium producer,
National Atomic Company Kazatomprom (“Kazatomprom”), delivered on its
previous commitments to curtail production, resulting in a 20%
reduction from previously planned production levels. Kazatomprom
also indicated that they will maintain this 20% reduction in
production in 2019 and 2020. Further significant supply
curtailments came from Paladin Energy Ltd, who placed their Langer
Heinrich operation in Namibia on care and maintenance during 2018
– a clear response to the low uranium price environment and
the lack of higher priced supply contracts to provide support for
continued operations.





Although not a
supply curtailment, the decision by Rio Tinto to sell its 68.2%
share in the Rössing operation in Namibia to China National
Uranium Corporation also represented a meaningful supply-side event
in 2018. While the sale does not result in a fundamental change to
supply and demand in the near term, this sale likely means that
Rössing production will be destined for Chinese consumption
going forward – effectively removing another decades-long
source of primary production from those available to global nuclear
utilities.





On the demand
side there were fewer events of immediate impact, but still some
positive news. The growth of China’s nuclear industry
continues, with nuclear power generation in the country up 18.6%
from 2017. The country now has 45 nuclear plants in operation, with
an installed capacity of 45.9 GWh. Another 11 reactors are
currently under construction, moving the country towards its goal
of producing 58 GWh by 2020. In 2018, nuclear power accounted for
4.2% of China’s total electricity generation, contributing to
a reduction in the country’s annual CO2 emissions by 290
million tonnes. Adding to the positive news out of China, after a
brief hiatus in the approval of new reactor projects, the Chinese
government announced in early February that it had given
preliminary approval for the construction of four new domestically
designed HPR-1000 reactors.








2018 Annual Information
Form





Japan’s
restart story continues to advance, albeit slowly. The country is
finally beginning to make meaningful progress in bringing its
nuclear fleet back online. In 2018, Japan increased its total
number of nuclear reactors in operation up to 9, proving that there
is a path to restart in the country. While Japan has struggled with
timely restarts over the past 8 years, the global nuclear energy
industry has continued to advance and has grown such that the level
of global nuclear power generation in 2018 recovered to the
pre-Fukushima levels reached in 2011.





During 2018,
transactions in the uranium spot market exceeded 88 million pounds
U3O8 –
surpassing the previously recorded high of 56 million pounds
U3O8 in 2011. This
increase in spot-market transaction activity was a significant
driver of the rising spot price in the year. While certain utility
end-users looked to take advantage of low-priced uranium available
in the market, the increase in transaction volume was mostly fueled
by producer and trader buying, as a result of production cutbacks,
as well as renewed interest from financial investors speculating in
the physical market. Of note was the establishment of a new
physical uranium fund – Yellow Cake PLC – traded on the
London Stock Exchange AIM, which purchased more than 8 million
pounds U3O8 in
2018.





While spot market
volumes exceeded expectations, long-term contracting in the market
continued to lag. Over the past five years, less than 400 million
pounds of U3O8 have been placed
under long-term contract, while utilities have utilized more than
800 million pounds U3O8 over the same
period. Unfortunately, as some of the uncertainty surrounding
Fukushima started to fade and signposts emerged that many buyers
were planning to begin long-term contracting, new uncertainty was
introduced into the market. In January 2018, two US uranium
producers, Energy Fuels Inc. and UR Energy Inc., filed a Section
232 trade petition with the US Department of Commerce
(“DOC”) to investigate whether uranium imports into
that country are harmful to its national security. These companies
proposed a 25% domestic purchase quota for US utilities as a
potential remedy. It is expected that the findings of the DOC as
well as an ultimate decision on whether a remedy will be imposed
and what it will look like, will be made by the US President as
early as the second quarter of 2019. This new source of uncertainty
has loomed over the global nuclear fuel market in 2018 and into
2019 - having a direct impact on utilities based in the US, causing
them to refrain from re-entering the market until the impact of the
petition is better understood. This has contributed to less
purchasing in the long-term market through 2018. In their Q1 2019
Uranium Market Outlook, UxC estimates that cumulative uncovered
nuclear utility requirements are now 1.6 billion pounds of
U3O8 through
2035.





Other important
demand-side events in 2018 have contributed to changing market
sentiment around the future of nuclear power and, in turn, the
outlook for the uranium market. These included:





●
 The long anticipated release
of the French energy plan in November. Prior to the release, there
had been questions and concerns regarding potential plans by the
country to reduce its reliance on nuclear energy. Under the new
energy plan, France upheld its goal, introduced by previous French
President Hollande, to reduce its reliance on nuclear energy to
50%, but extended the time frame for this change by a decade - from
2025 to 2035. This was seen as a considerable win for nuclear
energy both in France, and globally.





●
 On the heels of the French
energy plan announcement, the European Commission adopted a
long-term climate plan that calls for the European Union (EU) to
become the first major ‘climate neutral’ economy by
2050. The plan focuses heavily on the energy sector, stating that
renewables and nuclear power will be the backbone of a carbon-free
European power system.








2018 Annual Information
Form





●
 China continued with its
ambitious nuclear energy plans, starting seven new reactors in
2018. Also in 2018, the Chinese achieved first commercial operation
of two new reactor designs – Westinghouse Electric
Company’s AP1000 and France’s EPR. Completion of these
new designs is a positive signal to the industry that the designs
work, which will aid development of these reactor designs in other
jurisdictions.





●
 On the slightly negative
side, the United Kingdom’s efforts to revitalize its nuclear
generation fleet experienced some setbacks in 2018, as Toshiba
announced plans to wind up its NuGen project which had planned to
build reactors on the northwest coast of England.





There is a sense,
throughout the nuclear fuel industry, that 2018 was a year of
transition, with the impacts of production shutdowns and
curtailments beginning to take effect in earnest. In conjunction
with increasing nuclear generation, primary production is now in a
deficit in relation to annual reactor requirements, meaning that
there is a real drawdown of inventories and secondary supplies
taking place. As the industry gains clarity on the Section 232
trade petition under consideration in the US, increased
decision-making is expected to occur regarding long-term purchase
timing. Increased utility buying will need to occur in order to
make up for reluctant purchasing over the last few years, and the
market will likely need to respond with new or additional sources
of production. Annual requirements are growing, and existing supply
is falling, and this is ultimately expected to lead to questions of
security of supply – a concept that is paramount in
importance to global nuclear utilities. Ultimately, this shifting
trend is expected to lead to a market where higher prices are
required to incent producers to increase production and build new
mines. The companies positioned with the lowest cost of production,
and with a footprint in the most stable geopolitical regions, are
likely to be the ones to benefit the greatest.





Uranium Demand





As of February
2019, the WNA reports that there are 445 nuclear reactors operable
in 30 countries. These reactors can generate almost 396 gigawatts
of electricity (“GWe”), which equates to approximately
10% of the world's electrical requirements (21% in Organisation for
Economic Co-operation and Development (OECD) member countries). As
well, there are currently 57 nuclear reactors under construction in
15 countries with the principal drivers of this expansion being
China (13 reactors under construction), Russia (6), India (7),
South Korea (5), UAE (4) and the United States (4). In addition,
there are another 126 reactors currently planned around the
world.





According to
UxC’s Q1 2019 Uranium Market Outlook (“Q1 2019 Outlook”), global nuclear
power capacities are projected to increase to 462 reactors,
generating approximately 453 GWe in 35 countries by 2035. In the Q1
2019 Outlook, UxC estimates base case demand in 2019 to be 195
million pounds U3O8. UxC also
estimates that annual uranium demand could grow to 210 million
pounds U3O8 under their base
case, by 2035 and to more than 290 million pounds U3O8 in their high
case in the same period.





Primary Uranium Supply





UxC’s Q1
2019 Outlook estimates that world uranium production will be 142
million pounds U3O8 in 2019, a slight
increase over 2018’s production of 138 million pounds
U3O8, but still down
considerably from 154 million pounds in 2017. Primary production
from most regions, including Canada, Australia, Africa, Russia and
the United States, are anticipated to remain reasonably steady
through that same period.





2018 Annual Information
Form





In Canada, Cigar
Lake production is expected to remain constant at 18 million pounds
U3O8 per year through
2027, according to the Q1 2019 Outlook. McArthur River remains
closed indefinitely with no immediate plans for future production,
and a decision to restart is expected to be dependent on market
conditions. Canada remains the second largest producing nation,
with almost 14% of the world’s 2018 production, while
Kazakhstan continued to be the world’s largest producer of
uranium in 2018 by a large margin, representing approximately 42%
of production.





UxC estimates in
its Q1 2019 Outlook that existing mine production, plus new planned
and potential mine production under its base case, will reach a
peak of 166 million pounds U3O8 by 2024, before
declining to 108 million pounds U3O8 by 2035. At its
projected height in 2024, production levels are anticipated to
include the resumption of mining at McArthur River, with UxC
anticipating the mine will ramp up from 9 million pounds
U3O8 in 2023 to 18
million pounds U3O8 by 2024. While
Kazakhstan is seen to maintain relatively consistent supply in
future years, it does start to drop off significantly closer to
2035. According to UxC, the main increases in mine supply from
today will be the resumption of mining at McArthur River and the
continued ramp up of production of the Husab mine in Namibia. In
order for other projects to move forward and increase production
forecasts, UxC believes uranium prices will need to increase
appreciably to support higher cost production profiles and the
significant capital expenditures that will be
required.





Secondary Uranium Supply





In the Q1 2019
Outlook, primary mine production in 2019 is estimated to supply
approximately 73% of the year’s estimated base case demand,
with the balance of demand expected to be supplied from secondary
sources. These sources include commercial inventories, reprocessing
of spent fuel, sales by uranium enrichers and inventories held by
governments, such as the U.S. Department of Energy, and the Russian
government. Primary mine production’s share of annual demand
remains lower than pre-2017 levels, in which primary production
made up 85% or more of annual demand.





Secondary
supplies remain a complexity of the uranium market. The Q1 2019
Outlook forecasts that 49 million pounds U3O8 will enter the
market from secondary supplies in 2019, leaving a shortfall of 4
million pounds U3O8 to meet the base
case demand scenario for 2019.





Though excess
commercial inventories, which were one of the major sources of
secondary supplies during the period from the early 1970s to the
early 2000s, were largely consumed in that same period, the planned
shutdown of nuclear programs in countries like Germany, and the
continued struggles of the Japanese nuclear program to restart
following Fukushima have contributed to commercial inventories
again becoming a more significant factor. Government inventories
also continue to contribute substantially to the secondary supply
picture, particularly in the U.S. and Russia. The disposition of
these commercial and government inventories may have a market
impact in the near to medium term, although, UxC expects their role
will diminish over time as these inventories continue to be
depleted and the uranium and enrichment markets rebalance
themselves.





In general, UxC
expects that secondary sources of supply will fall significantly
from estimated 2019 levels of 49 million pounds U3O8 to roughly 17
million pounds U3O8 per year by
2035.





2018 Annual Information
Form





Uranium Prices





Imbalances
between supply and demand of uranium significantly influence
uranium spot prices. According to the Q1 2019 Outlook, it is
projected that primary production and secondary supply will be
sufficient to meet base case demand for U3O8 through the mid
2020’s, with significant supply deficits emerging later in
the decade, contributing to upward price momentum.





With respect to
long-term prices, utility uncovered requirements and long-term
demand are significant influencers. Historically, nuclear utilities
have purchased uranium primarily through long-term contracts. These
contracts usually provide for deliveries to begin two to four years
after they are signed with delivery typically extending anywhere
from three or four years to ten years or more. 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.





The long-term
uranium demand that actually enters the market is affected in a
large part by utilities’ uncovered requirements. This is the
amount of uranium required by utilities to operate their fleet that
is not yet covered by purchase contracts with suppliers. UxC
estimates, in the Q1 2019 Outlook, that uncovered demand remaining
for 2019 is just under 5 million pounds U3O8. Of course, this
uncovered demand increases over time and is projected by UxC to
increase significantly over the next decade. While almost 14
million pounds U3O8 remain uncovered
in 2020, this number grows to almost 125 million pounds
U3O8 in 2030. By 2035,
over 158 pounds U3O8 remain uncovered,
or roughly 75% of total expected base case demand in that year. In
total just over 1.6 billion pounds U3O8 remain uncovered
between 2019 and 2035.





At 158 million
pounds U3O8, uncovered demand
in 2035 is approximately 51 million pounds U3O8 more than total
production expected from existing uranium mines for the same year,
which UxC estimates at 108 million pounds U3O8. Uncovered demand
also exceeds the combined supply available from primary production
and secondary sources by approximately 25 million pounds
U3O8. In order to
address the rising portion of demand that is uncovered, utilities
will have to return to the market and enter into long-term
contracts. From 2006 to 2010, on average, 39 million pounds
U3O8 equivalent were
purchased on the spot market per year and roughly 200 million
pounds U3O8 equivalent were
contracted in the long-term market each year. In contrast, in 2018,
88.7 million pounds U3O8 equivalent were
purchased on the spot market, and approximately 91 million pounds
U3O8 equivalent
contracted in the long-term market. Considering contract volumes in
the past year are only starting to pick up, as well as the increase
in uncovered requirements, we expect that long-term contracting
activity will continue to increase in the near future as utilities
look to secure supply and move U3O8 through the
nuclear fuel cycle in order to fuel the world’s growing fleet
of nuclear reactors.





The long-term
price is published on a monthly basis and began the year at
US$31.00 per pound U3O8, and increased to
US$32.00 per pound U3O8 by the end of
2018. Nuclear 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 US$23.75 per pound U3O8 and although
experiencing a dip mid-year, ended 2018 at US$28.50 per pound
U3O8.





2018 Annual Information
Form





Competition





The uranium
industry is small compared to other commodity industries, and other
energy commodity industries in particular. Uranium demand is
international in scope, but supply is characterized by a relatively
small number of companies operating in only a few countries.
Primary uranium production is concentrated amongst a limited number
of producers and is also geographically concentrated with almost
76% of the world’s production in 2018 coming from only four
countries: Kazakhstan, Canada, Australia and Namibia.





Competition is
somewhat different amongst exploration & development companies
focused on the discovery or development of a uranium deposit.
Exploration for uranium is being carried out on various continents,
but in recent years development activities by public companies have
been generally concentrated in Canada, Africa and Australia. In
Canada, exploration has focused on the Athabasca Basin region in
northern Saskatchewan. Explorers have been drawn to this area by
the high-grade uranium deposits that have produced some of the most
successful uranium mines operating in the world today. Within the
Athabasca Basin region, exploration is generally divided between
activity that is occurring in the eastern portion of the Basin and
the western portion of the Basin. The eastern Basin is a district
that is defined by rich infrastructure associated with the
existence of operating uranium mines and uranium processing
facilities. Infrastructure includes access to the provincial power
grid and a network of provincial all weather highways. By
comparison, in the western Basin, there are no operating uranium
mines or processing facilities and access to the provincial power
grid is not currently available. Several uranium discoveries have
been made in the Athabasca Basin region in recent years, and
competition for capital can be intense.








2018 Annual Information
Form





MINERAL RESERVES AND MINERAL RESOURCES





Dale Verran, MSc,
P.Geo, Pr.Sci.Nat., Denison'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 and all disclosure of scientific or
technical information concerning mineral resources in this AIF,
except as otherwise provided herein.





Peter Longo, P.
Eng, MBA, PMP, Denison's Vice-President, Project Development, who
is a “Qualified Person” in accordance with the
requirements of NI 43-101, is responsible for the mineral reserve
estimates for the Company’s properties and all disclosure of
scientific or technical information concerning mineral reserves in
this AIF, except as otherwise provided herein.





Summary of Mineral Reserves and Mineral Resources





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.





The following
tables show the Company's estimates of mineral reserves and mineral
resources as at December 31, 2018. The estimates are reported in
the applicable technical reports prepared in accordance with NI
43-101, adjusted for mining activity where applicable. The summary
information below on Denison’s proven mineral reserve
estimates was prepared from the year-end stockpile survey reported
by Orano Canada, the operator of the McClean Lake joint
venture.





For full details,
reference should be made to the applicable technical reports for
the properties.





See
“Mineral Properties” for more information.





Proven Mineral Reserve
Estimates (1,10)


100% Basis

Company Share(9)Project/Deposit
Tonnes
Grade
% U3O8
Pounds of U3O8
(,000)

Pounds of U3O8
(,000)McClean
- Ore Stockpile
88,000
0.38
738

166Total Proven Mineral Reserves
88,000

738

166





Probable Mineral Reserve
Estimates (1,2,3,4,10)


100% Basis

Company Share(9)Project/Deposit
Tonnes
Grade
% U3O8
Pounds of U3O8
(,000)

Pounds of U3O8
(,000)Wheeler
River - Phoenix
141,000
19.1
59,700

53,730Wheeler
River - Gryphon
1,257,000
1.8
49,700

44,730Total Probable Mineral Reserves
1,398,000

109,400

98,460








2018 Annual Information
Form
 
 Indicated Mineral Resource
Estimates (1,5,10)


100% Basis

Company
Share(9)Project/Deposit
Tonnes
Grade
% U3O8
Pounds of U3O8
(,000)

Pounds of U3O8
(,000)Wheeler River - Phoenix(7)
166,000
19.1
70,200

63,200Wheeler River - Gryphon(7)
1,643,000
1.7
61,900

55,700Wheeler River Subtotal
1,809,000

132,100

118,900McClean
- Caribou
47,800
2.6
2,800

600McClean
- Sue D
122,800
1.1
2,800

600McClean
- McClean North
205,800
2.8
12,400

2,800McClean Subtotal
376,400

18,000

4,000Midwest
- Midwest Main
453,000
4.0
39,900

10,100Midwest
- Midwest A
566,000
0.87
10,800

2,700Midwest Subtotal
1,019,000

50,700

12,800Waterbury
- J Zone
291,000
2.0
12,800

8,400Total Indicated Mineral Resources
3,495,400

213,600

144,100








Inferred Mineral Resource
Estimates (1,6,10)


100% Basis

Company
Share(9)Project/Deposit
Tonnes
Grade
% U3O8
Pounds of U3O8
(,000)

Pounds of U3O8
(,000)Wheeler
River - Phoenix
9,000
5.8
1,100

1,000Wheeler
River - Gryphon
73,000
1.2
1,900

1,700Wheeler River Subtotal
82,000

3,000

2,700McClean
- Sue D
24,200
0.39
200

0McClean - Sue E(8)
483,400
0.69
7,300

1,600McClean
- McClean North
3,300
0.79
100

0McClean Subtotal
510,900

7,600

1,600Midwest
- Midwest Main
793,000
0.66
11,500

2,900Midwest
- Midwest A
53,000
5.8
6,700

1,700Midwest Subtotal
846,000

18,200

4,600Waterbury
- Huskie
268,000
0.96
5,700

3,800Total Inferred Mineral Resources
1,706,900

34,500

12,700





Notes:


(1) CIM
definitions were followed for classification of mineral reserves
and mineral resources. Mineral resources are not mineral
reserves and do not have demonstrated economic
viability.


(2) Mineral reserves for the Phoenix deposit are
reported at the mineral resource cut-off grade of 0.8%
U3O8.
The mineral reserves are based on the block model generated for the
May 28, 2014 mineral resource estimate. A mining recovery factor of
85% has been applied to the mineral resource above the cut-off
grade.


(3) Mineral reserves for the Gryphon deposit are
estimated at a cut-off grade of 0.58% U3O8
using a long-term uranium price of
US$40/lb, and a US$/CAD$ exchange rate of 0.80. The mineral
reserves are based on the block model generated for the January 30,
2018 mineral resource estimate. The cut-off grade is based on an
operating cost of $574/tonne, milling recovery of 97%, and a 7.25%
fee for Saskatchewan royalties (basic royalty plus resource
surcharge).


(4) Mineral reserves are stated at a processing plant
feed reference point and include diluting material and mining
losses.





2018 Annual Information
Form





(5) The
indicated mineral resources were estimated at various cut-off
grades. They are:


●Phoenix:  0.80% U3O8
●McClean North: 0.10% U3O8●Gryphon:  0.20% U3O8
●Midwest Main: 0.10% U3O8
(0.085% U)●Caribou:  0.10% U3O8
●Midwest A:  0.10% U3O8
(0.085% U)●Sue D:  0.10% U3O8
●J Zone:  0.10% U3O8


(6) The inferred mineral resources were estimated at
various cut-off grades. They are:


●Phoenix:  0.80% U3O8
●McClean North: 0.10% U3O8●Gryphon:  0.20% U3O8
●Midwest Main: 0.10% U3O8
(0.085% U)●Sue D:  0.10% U3O8
●Midwest A:  0.10% U3O8
(0.085% U)●Sue E:  0.10% U3O8
●Huskie:  0.10% U3O8


(7) Indicated mineral resources for Phoenix and
Gryphon deposits are inclusive of probable mineral
reserves.


(8) The
operator conducted confirmatory drilling on a portion of the Sue E
mineral resources outside the designated pit and late in 2006
submitted a preliminary analysis detailing an inferred mineral
resource of approximately 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”), now Roscoe
Postle Associates Inc., estimated in its February 2006 technical
report. Roscoe Postle Associates Inc. has not re-estimated the
mineral resource using the new drill information.


(9) As at
December 31, 2018, pursuant to the terms of the agreements with its
applicable joint venture partners, the Company had a 90.00%
interest in the Wheeler River project, a 22.50% interest in the
McClean Lake property; a 25.17% interest in the Midwest project;
and a 65.92% interest in the Waterbury Lake
property.


(10) Numbers may not add due to
rounding.





The tables below
detail the changes to the Company’s mineral reserve and
mineral resource estimates during the fiscal year ended December
31, 2018 from that which were disclosed in the Company’s
previous annual information form dated March 27, 2018.





Change to Denison’s Share of Probable Mineral
Reserves


(in thousands of pounds
U3O8)


Project/Deposit
March 27, 2018(1)

Additions
(Deletions)

December 31, 2018Wheeler River -
Phoenix
0

53,730(2)

53,730Wheeler River - Gryphon
0

44,730(2)

44,730





Change to Denison’s Share of Indicated Mineral
Resources


(in thousands of pounds
U3O8)


Project/Deposit
March 27, 2018(1)

Additions
(Deletions)

December 31, 2018Wheeler River -
Phoenix
44,400

18,800(2,3)

63,200(5)Wheeler River -
Gryphon
39,200

16,500(2,3)

55,700(5)Waterbury - J
Zone
8,200

200(4)

8,400





Change to Denison’s Share of Inferred Mineral
Resources


(in thousands of pounds
U3O8)


Project/Deposit
March 27, 2018(1)

Additions
(Deletions)

December 31, 2018Wheeler River -
Phoenix
700

300(3)

1,000Wheeler River -
Gryphon
1,200

500(3)

1,700Waterbury -
Huskie
0

3,800(6)

3,800


Notes:


(1)
 Technical reports for mineral
resource estimates were published for the Wheeler River and Midwest
projects in January and March of 2018, respectively, and were
disclosed in the Company’s prior AIF. As a result, to only
reflect the changes from what was previously disclosed, the tables
above are for the period from the date of the prior AIF until
December 31, 2018.


(2)
 In connection with the
completion of the PFS for the Wheeler River property during Q3
2018, certain mineral resources were converted to mineral
reserves.


(3)
 The Company completed an
updated mineral resource estimate for the Gryphon deposit effective
January 30, 2018 and increased its interest in the Wheeler River
project during 2018 from 63.3% to 90.0%, in accordance with its
agreements with the WRJV Parties, as announced on October 29,
2018.


(4)
 The Company increased its
interest in the Waterbury Lake project by 1.70% in 2018, in
accordance with the terms of the applicable agreements with
Denison’s partner on the project.


(5)
 Indicated
mineral resources for Phoenix and Gryphon deposits are inclusive of
probable mineral reserves.


(6)
 A result of the maiden
mineral resource estimate for the Huskie deposit, as described in
the Waterbury Report.





2018 Annual Information Form


Historical Estimates





McClean South Historical Estimate





On the McClean
Lake Joint Venture property, 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 the original owner of the property, Canadian Oxy, during
1979-1980: the Southwest Pod and the Southeast Pod. 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.





The Company is
not treating this historical estimate as current mineral resources
or mineral reserves. This trend will require future evaluation to
upgrade this historical estimate as a current mineral resource
estimate.





McClean South Historical
Estimates (1,2)


100% Basis

Company’s ShareDeposit
Tons
(,000)
Grade
(% U3O8)
Pounds of U3O8
(,000)

Pounds of U3O8
(,000)Southwest
Pod
47.6
2.10
2,000

500Southeast
Pod
126.7
0.73
1,900

400


Notes:


(1) The
historical estimates do not comply with the requirement of NI
43-101. CIM definitions are not used.


(2) The historical estimates
cannot be verified and the estimates are not necessarily indicative
of the mineralization on the property.











2018 Annual Information Form





MINERAL PROPERTIES





Denison’s Priority Properties:

●Wheeler
River                 
    Page 29



●Waterbury
Lake        
         
Page 49



●McClean
Lake         
           
Page 61



●Midwest                              
Page 67



●Other
Exploration Properties  Page 75





Denison’s
mineral property interests are located in the Athabasca Basin
region of northern Saskatchewan, the majority of which are located
in the eastern portion of the Athabasca Basin, which is host to
considerable existing infrastructure including uranium mines and
mills, and provincial powerlines and highways (see location map,
below). As of December 31, 2018, Denison has interests in 37
mineral properties in the Athabasca Basin, comprised of 292 claims
covering 320,834 hectares





Location Map of Denison’s Athabasca Basin Mineral
Properties











2018 Annual Information Form





Athabasca Basin Overview





The Athabasca
Basin covers an area of approximately 100,000 square kilometres in
northern Saskatchewan and northeastern Alberta. The Athabasca Basin
is one of the principal uranium producing districts in the world
and is host to the world’s largest and highest-grade uranium
mines and deposits, including the McArthur River mine and Cigar
Lake mine located in the eastern Athabasca Basin. The uranium
deposits are classified as unconformity-associated (also
unconformity-related and –type) deposits owing to their
spatial association with a major unconformable contact between a
relatively undeformed Proterozoic sedimentary basin (the Athabasca
Basin) and underlying metamorphosed and deformed Archean to
Palaeoproerozoic basement rocks.





A broad variety
of unconformity-related deposit shapes, sizes, and compositions
have been found. The deposits range from ‘egress-style’
polymetallic lenses at and above the unconformity with variable and
often highly elevated base metal and rare earth elements
(“REE”)
contents, to ‘ingress-style’ basement-hosted vein sets,
with typically lower base metal and REE contents.





The dominant
location of egress-style mineralization can occur in the sandstone,
directly above the unconformity (Cigar Lake, Sue A and B),
straddling the unconformity (Phoenix, Collins Bay B Zone, Midwest
Main, Midwest A, McClean North, Key Lake), perched high above the
unconformity (certain zones at McClean Lake, Midwest, Cigar Lake),
or solely in the basement (Gryphon, Huskie, Eagle Point, Sue C, Sue
E, Millennium, Arrow, Triple R). The Millennium deposit, and to an
extent the Gryphon deposit, contains mineralization both in the
basement and at the unconformity, while the Shea Creek deposits
contain mineralization in the basement, deep in the basement, at
the unconformity, and perched in the sandstone. In some deposit
areas, there is a plunge to the mineralized pods from
sandstone-hosted to basement-hosted within deposit–scale
strike lengths (Rabbit Lake-Collins Bay-Eagle Point trend, Sue
trend deposits, McClean North).





The Athabasca
unconformity-related deposits are typically related to
graphite-bearing structural zones within the metamorphosed and
deformed Archean to Palaeoproerozoic basement rocks, which are
often termed ‘corridors’ or ‘trends’.
Alteration ‘halos’ or ‘envelopes’ tend to
surround the mineralization, most notably in the overlying
sandstone, and provide an enlarged exploration target through the
detection of diagnostic alteration clays and geochemical pathfinder
elements. Empirical exploration for the deposits typically involves
mapping of structural corridors/trends by geophysical methods,
dominantly electromagnetics, resistivity or magnetics, followed by
drill testing given the buried or blind nature of the deposits
below glacial cover or Athabasca sandstone, respectively. Drill
core is subject to a variety of sampling and analytical methods to
determine possible vectors toward mineralization, and downhole
surveying is commonplace to test for elevated radioactivity or
reconcile geophysical responses. The significant number of
Athabasca uranium discoveries to date has also led to the
development of numerous exploration models which are commonly used
to facilitate interpretations and prioritize target
areas.





Historical
uranium production in the basin was initiated in the 1970s and
1980s using open pit mining methods with on-site mineral
processing. Deposit depths, limitations in technology and risk
associated with underground mining led the industry to conventional
mining of deposits such as Rabbit Lake, Cluff Lake and Key Lake. In
the 1990s another open pit operation at McClean Lake began
production. Later in the mine life of each of Cluff Lake and Rabbit
Lake, there was a transition to underground mining of other
deposits on those properties.





2018 Annual Information Form





Discovery of
high-grade deposits such as Midwest, McArthur River and Cigar Lake
in the 1980s did not immediately lead to production. The
combination of challenging ground conditions, depth and the
high-grade nature of the deposits required extensive research and
development to design safe extraction methods before production was
possible. Production from McArthur was achieved in the early 2000s
while Cigar Lake initiated production in 2014. The Midwest deposit
remains undeveloped.





In terms of
mineral processing, each historic mining operation included a
dedicated processing plant: Cluff Lake, Key Lake, Rabbit Lake and
McClean Lake operations included on-site processing plants. Due to
the rising cost of construction for such facilities and the
availability of highways and other infrastructure in
Saskatchewan’s North, processing of ores has transitioned to
toll milling at existing facilities. McArthur River ore production
is toll milled at the Key Lake mill, while Cigar Lake production is
toll milled at the McClean Lake mill. With the suspension of
operations at Rabbit Lake in 2016 and McArthur River in 2018, only
the Cigar Lake mine and the McClean Lake mill continue to operate
and produce yellowcake.





2018 Annual Information Form





Wheeler River





The Wheeler River
project is owned by Denison (90%) and its joint venture partner,
JCU (10%), pursuant to the Wheeler River Joint Venture. Denison is
the operator/manager of the project.





A technical
report entitled “Prefeasibility Study Report for the Wheeler
River Uranium Project Saskatchewan, Canada” dated October 30,
2018 (the “Wheeler PFS
Report”) has been prepared for the project, a copy of
which is available on the Company’s website. The principal
author of the Wheeler PFS Report was Mr. Mark Liskowich, P.Geo. of
SRK, who is an independent Qualified Person in accordance with the
requirements of NI 43-101.





The Wheeler PFS
Report describes the results of the PFS undertaken by the Company
on the Wheeler River project with an effective date of September
24, 2018, which is based in part on the mineral resource estimates
for the Gryphon deposit effective January 30, 2018 and the Phoenix
deposit effective May 28, 2014.





The following
project description is a summary, supported by the Wheeler PFS
Report. The conclusions, projections and estimates included in this
description are subject to the qualifications, assumptions and
exclusions set out in the Wheeler PFS Report. We recommend you read
the Wheeler PFS Report in its entirety to fully understand the
project.





Property Description, Location and Access





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





Access to the
property is by road or air from Saskatoon. The property 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 property
consists of 19 mineral claims totaling 11,720 hectares, with an
aggregate annual requirement of $293,000 in either 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.





Any uranium
produced from the Wheeler River property is subject to uranium
mining royalties in Saskatchewan in accordance with Part III of The
Crown Mineral Royalty Regulations. See “Government Regulation
- Canadian Royalties.” There is also a 10% Net Profits
Interest (“NPI”) associated with the property held by
the WRJV in proportion to the ownership interests of each WRJV
participant. There are no other back-in rights or third-party
royalties applicable to this property.





There are no
known environmental liabilities associated with the property, and
there are no other known significant factors and risks that may
affect access, title, or the right or ability to perform work on
the property. All necessary permits for surface exploration on the
property are in place and current. Additional permits and licenses
will be required (refer to section 20 of the Wheeler PFS Report)
prior to commencement of development and production
activities.





2018 Annual Information Form





Location Map, Showing Regional and Proposed
Infrastructure.





History





The Wheeler River
property was staked on July 6, 1977, due to its proximity to the
Key Lake uranium discoveries, and on December 28, 1978, it was
vended into an agreement 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.





In late 2004,
Denison entered into an agreement to earn a further 20% interest by
expending $7,000,000 within six years. In connection with that,
Denison became the project operator (2005 being the first full year
of operatorship). In 2007, when the earn-in obligations were
completed, the participating and ownership interests were Denison
60%; Cameco 30%, and JCU 10% and they remained that way up to the
end of 2016. In January 2017, Denison, Cameco and JCU executed an
agreement, pursuant to which the WRJV Parties agreed to allow for a
one-time election by Cameco to fund 50% of its ordinary share (30%)
of joint venture expenses in 2017 and 2018. The shortfall in
Cameco's contribution was funded by Denison, in exchange for a
transfer to Denison of a portion of Cameco's interest in the
WRJV.





2018 Annual Information Form





Accordingly,
Denison's share of joint venture expenses was 75% in 2017 and 2018,
and Cameco and JCU's participating share of joint venture expenses
was 15% and 10%, respectively. As a result of that agreement,
Denison’s interest increased to approximately 66%, with
Cameco holding approximately 24% and JCU holding 10%.





Subsequently,
Denison and Cameco completed the Cameco Transaction, pursuant to
which Denison acquired all of Cameco’s minority interest in
the WRJV effective October 26, 2018, resulting in WRJV
participating and ownership interests being Denison 90% and JCU
10%.





Exploration and
Development History


Period (Year)
Activity1978-Present
The
area was previously explored by AGIP and SMDC (Cameco). Since 1978,
several airborne and ground geophysical surveys have defined 152 km
of conductor strike length in 14 conductive zones.1986-1988
AGIP,
SMDC, and Cameco drilled a total of 192 drill holes encountering
sub-economic uranium mineralization in the M Zone (1986), O Zone
(1986), and K Zone (1988). Rare earth element mineralization was
also discovered in the MAW Zone (1982).2004
Denison
assumed operatorship in late 2004 and initially focused on the
footwall side of the quartzite ridge (west side of the property)
intersecting sub-economic uranium mineralization.2008
In
2008, three resistivity targets were drilled leading to the
discovery of the Phoenix deposit.2008-2014
During
the period 2008 to 2014, drilling predominantly focused on defining
the Phoenix deposits.2014-Present
Subsequent
drilling has discovered and delineated the Gryphon
deposit.





Geological Setting, Mineralization and Deposit Types





The Wheeler River
property is located near the southeastern margin of the Athabasca
Basin in the southwest part of the Churchill Structural Province of
the Canadian Shield. The Athabasca Basin is a broad, closed, and
elliptically shaped cratonic basin with an area of 425 km
(east-west) by 225 km (north-south). The bedrock geology of the
Athabasca basin area consists of Archean and Paleoproterozoic
gneisses unconformably overlain by up to 1,500 m of flat-lying
unmetamorphosed sandstones and conglomerates of the mid-Proterozoic
Athabasca Group.





The Wheeler River
property is located near the transition zone between two prominent
litho-structural domains within the Precambrian basement, namely
the Mudjatik Domain to the west and the Wollaston Domain to the
east. The Mudjatik Domain is characterized by elliptical domes of
Archean granitoid orthogenesis separated by keels of metavolcanic
and metasedimentary rocks, whereas the Wollaston Domain is
characterized by tight to isoclinal, northeasterly trending, doubly
plunging folds developed in Paleoproterozoic metasedimentary rocks
of the Wollaston Supergroup, which overlie Archean granitoid
orthogenesis identical to those of the Mudjatik Domain. The area is
cut by a major northeast-striking fault system of Hudsonian Age.
The faults occur predominantly in the basement rocks but often
extend up into the Athabasca Group due to several periods of
post-depositional movement.





2018 Annual Information Form





Local geology is
comprised of relatively undeformed late Paleoproterozoic to
Mesoproterozoic Athabasca Group strata comprised of Manitou Falls
Formation sandstones and conglomerates which unconformably overlie
the crystalline basement and have a considerable thickness from 170
m over the quartzite ridge to at least 560 m on the western side of
the property. Basement rocks beneath the Phoenix and Gryphon
deposits are part of the Wollaston Domain and are comprised of
metasedimentary and granitoid gneisses. The metasedimentary rocks
include graphitic and non-graphitic pelitic and semipelitic
gneisses, meta-quartzite, and rare calc-silicate rocks. Pegmatitic
segregations and intrusions are common in all units with garnet,
cordierite, and sillimanite occurring in the pelitic strata,
indicating an upper amphibolite grade of metamorphism. Graphitic
pelite and quartzite units appear to play important roles in the
genesis of Athabasca Basin unconformity-type deposits. Thus, the
presence of extensive subcrop of both units (18 km of quartzite and
152 line-km of conductors, assumed to be graphitic pelite) greatly
enhances the geological potential of the Wheeler River property.
The Wheeler River property is partially covered by lakes and
muskeg, which overlie a complex succession of glacial deposits up
to 130 m in thickness. These include eskers and outwash sand
plains, well-developed drumlins, till plains, and glaciofluvial
plain deposits. The orientation of the drumlins reflects
southwesterly ice flow.





The Phoenix
uranium deposit was discovered in 2008 and can be classified as an
unconformity-related deposit of the unconformity-hosted variety.
The deposit straddles the sub-Athabasca unconformity approximately
400 m below surface and comprises three zones (A, B, and C) which
cover a strike length of 1.1 km. The deposit consists of an
exceptionally high-grade core surrounded by a lower grade shell.
The deposit is interpreted to be structurally controlled by the WS
shear, a prominent basement thrust fault which occurs in the
footwall of a graphitic-pelite and the hangingwall of a
garnetiferous pelite and quartzite unit. Mineralization within the
Phoenix deposit lenses is dominated by massive to semi-massive
uraninite associated with an alteration assemblage comprising
hematite, dravitic tourmaline, illite, and chlorite. Secondary
uranium minerals (including uranophane) and sulphides are trace in
quantity.





The Gryphon
uranium deposit was discovered in 2014 and can be classified as an
unconformity-related deposit of the basement-hosted variety. The
deposit is located 3km northwest of the Pheonix deposit. The
Gryphon deposit occurs within southeasterly dipping crystalline
basement rocks of the Wollaston Supergroup below the regional
sub-Athabasca Basin unconformity. The deposit is located from 520 m
to 850 m below surface, has an overall strike length of 610 m and
dip length of 390 m, and varies in thickness between 2 m and 70 m,
depending on the number of mineralized lenses present. The
mineralized lenses are controlled by reverse fault structures,
which are largely conformable to the basement stratigraphy and
dominant foliation. The A, B, and C series of lenses are comprised
of stacked, parallel lenses which plunge to the northeast along a
fault zone (G-Fault) which occurs between hangingwall graphite-rich
pelitic gneisses and a more competent pegmatite-dominated footwall.
A ubiquitous zone of silicification (Quartz-Pegmatite Assemblage)
straddles the G-Fault and the A, B, and C series of lenses occur in
the hangingwall of, within, and in the footwall of the
Quartz-Pegmatite Assemblage respectively. The D series lenses occur
within the pegmatite-dominated footwall along a secondary fault
zone (Basal Fault) or within extensional relay faults which link to
the G-Fault. The E series lenses occur along the G-Fault, up-dip
and along strike to the northeast of the A and B series lenses,
within the upper basement or at the sub-Athabasca unconformity.
Mineralization within the Gryphon deposit lenses is dominated by
massive, semi-massive, or fracture-hosted uraninite associated with
an alteration assemblage comprising hematite, dravitic tourmaline,
illite, chlorite, and kaolinite. Secondary uranium minerals
(including uranophane and carnotite) and sulphides are trace in
quantity.





2018 Annual Information Form





Exploration





As operator,
Denison has conducted numerous geophysical surveys across the
property, generating many drill targets over several years.
Airborne surveys have included two electromagnetic surveys
(totaling 2,005 line kilometres) and one gravity survey (totaling
1,711 line kilometres). Ground surveys have included four
electromagenetic surveys (488 line kilometres), 10 resistivity
surveys (979 line kilometres), two gravity surveys (2,920 stations)
and 42 downhole geophysical surveys. Results to date indicate the
property comprises multiple prospective trends that warrant drill
testing. These trends are interpreted primarily from magnetic and
electromagnetic and/or resistivity data to infer the location of
faulted graphitic basement horizons that may have associated
uranium mineralization.





Drilling





Denison, as
operator, has completed 370,095 metres of diamond drilling in 715
holes on the Wheeler River property during the period from 2005 to
the end of 2018. The majority of this drilling has been focused on
the discovery and delineation of the Phoenix (251 holes totaling
115,948 metres) and Gryphon (214 holes totaling 120,351 metres)
deposits.





Discovery and Delineation of the Phoenix Deposit





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
drilling programs conducted during 2009 and 2010 extended 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 drilling 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 the updated mineral
resource estimate for the Phoenix deposit effective May
2014.





Discovery and Delineation of the Gryphon Deposit





In March 2014,
drill hole WR-556 resulted in discovery of the Gryphon deposit,
intersecting uranium mineralization averaging 15.33% U3O8 over 4.0 metres
in basement graphitic gneiss, 200 metres below the sub-Athabasca
unconformity. The Gryphon deposit occurs on the K-North trend,
which exhibits numerous favourable exploration criteria including
basement quartzite and graphitic gneisses, basement structures,
reverse offsets of the unconformity, weak basement hosted
mineralization near the unconformity, and anomalous sandstone
geochemistry and alteration.





Historical holes
ZK-04 and ZK-06 drilled in the late 1980s, along the K-North trend,
targeted unconformity-related mineralization and intersected
favourable sandstone structure and alteration as well as alteration
and weak mineralization in the basement approximately 35 metres
below the unconformity. Follow-up drilling campaigns attempted to
locate unconformity mineralization up dip of the weak basement
mineralization. Gryphon deposit discovery drill hole WR-556 was the
first to evaluate the down dip projection of these intersections
into the basement.





2018 Annual Information Form


Since the
discovery hole at Gryphon, subsequent drilling campaigns in 2014
and 2015 were completed and an initial resource estimate was
released in November 2015. Additional mineralization was discovered
immediately northeast of Gryphon in 2016, which was subsequently
named the “D Series Lenses”.Continued drilling during 2016 and
2017 was focused on expanding the mineral resources at Gryphon and
increasing the level of confidence from an inferred to indicated
category and an updated mineral resource estimate for the Gryphon
deposit was released in January 2018. Drilling was completed during
2018 to test for extensions to the Gryphon deposit (15,621 metres
in 23 drill holes). The deposit was successfully extended to the
northeast by approximately 200 metres, however these results have
yet to be included in a mineral resource estimate. The Gryphon
deposit remains open in numerous areas and the 2018 results confirm
potential to continue to expand the Gryphon mineral resource
outside of the current extents of the deposit.





Sampling, Analysis and Data Verification





See
“Athabasca Exploration: Sampling, Analysis and Data
Verification” for details.





Mineral Processing and Metallurgical Testing





A number of
metallurgical testing programs have been completed at the project,
to evaluate the mineral processing potential for both the Gryphon
and the Phoenix deposits.





In 2014,
preliminary metallurgical test work was initiated to assess the
basic metallurgical properties of the deposit ores. In 2017 and
2018, advanced metallurgical testing was completed, to test mill
performance at extremes of potential ore feed grades and impurity
levels, as well as optimize processing parameters.





Results of this
testing are incorporated in the Wheeler PFS Report. In summary, for
both the Phoenix and Gryphon deposits, results indicate that ores
are readily amenable to acid base leaching with high uranium
extraction rates. Performance in terms of retention time, reagent
usage and consumption are all consistent with current industry
operating parameters. Test work results were positive, with results
generally in line with capacities at existing plants and with
yellowcake produced meeting all specifications from ASTM C967-13
“Standard Specifications for Uranium Ore
Concentrate”.





In order to
support the evaluation of an ISR operation for Phoenix, Denison
completed Leach Amenability Studies (Bottle Roll Tests) and column
leach tests from 2016 to 2018. Testing included subjecting
appropriate ore samples to various pH, ORP and other solution
characteristics and monitoring progress of leaching over time.
Results demonstrated Phoenix ore responded strongly to acid leach
conditions with low impurities removal, extremely low reagent
consumption levels and high uranium recovery.





Mineral Reserve and Mineral Resource Estimates





RPA, an
independent technical consulting firm with relevant experience, was
retained by Denison on behalf of the WRJV to prepare and audit the
mineral resource estimates for the Gryphon and Phoenix deposits in
accordance with CIM Definition Standards (2014) in NI 43-101. The
Wheeler PFS Report contains a combined mineral resource estimate
for the Wheeler River project, with effective dates for the mineral
resource estimates for the Gryphon and Phoenix deposits of January
30, 2018 and May 28, 2014, respectively. See “Mineral
Reserves and Mineral Resources”, above, for a summary of the
combined mineral resource estimate for the Wheeler River
project.





2018 Annual Information Form


As further
discussed in the Wheeler PFS Report, a mineral reserve estimate for
the Gryphon deposit was prepared based on the January 30, 2018
mineral resources estimate and a mineral reserve estimate for the
Phoenix deposit was prepared based on the March 24, 2014 mineral
resources estimate.





Phoenix Deposit Mineral Resource Estimation
Methodology





Geology,
structure, and the size and shape of the mineralized zones have
been interpreted using data from 243 diamond drill holes which
resulted in three-dimensional wireframe models that represent 0.05%
U3O8 grade envelopes.
The mineralization model generally consists of a higher-grade zone
within an envelope of lower grade material, resulting in two main
estimation domains - higher grade and lower grade. Additionally, a
small zone of structurally controlled basement mineralization was
modelled at the north end of the deposit.





Based on 196 dry
bulk density determinations, Denison developed a formula relating
bulk density to uranium grade which 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 blocks in each domain using an inverse
distance squared (“ID2”) algorithm. Hard domain
boundaries were employed such that drill hole grades from any given
domain could not influence block grades in any other domain. Very
high-grade composites were not capped but grades greater than a
designated threshold level for each domain were subject to
restricted search ellipse dimensions in order to reduce their
influence. 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.





The mineral
resource estimate for the Phoenix deposit was classified as
indicated and inferred based on drill hole spacing and apparent
continuity of mineralization. The block models were validated by
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, and
comparison with estimation by a different method.





Gryphon Deposit Mineral Resource Estimation
Methodology





The
three-dimensional mineralized wireframes were created by Denison
utilizing Gemcom software following detailed interpretation of the
deposit geology and structure. The wireframes were defined using a
threshold of 0.05% U3O8 and minimum
thickness of two metres. One higher grade domain was defined within
the A1 lenses and three higher grade domains were defined in the D1
lenses based on a threshold of 4.0% U3O8. The wireframes
and drilling database were sent to RPA for grade modelling
following QAQC which included ensuring the wireframes were
‘snapped’ to the drill hole mineralized
intervals.





2018 Annual Information Form
 
 Based on 279 dry
bulk density determinations, a polynomial formula was determined
relating bulk density to uranium grade which 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 GxD values and D values were
interpolated into blocks measuring 5 metres by 1 metre by 2 metres
using an ID2 algorithm since variograms were not considered good
enough to derive kriging parameters. Hard domain boundaries were
employed at the wireframe edges, so that blocks within a given
wireframe were only informed by grade data from that wireframe. For
the A1 high-grade domain, assays were capped at 30% U3O8 with a search
restriction applied to composite grades over 20% and for the D1
high-grade domains, assays were capped at 20% U3O8 with no search
restriction. For the A1-A4, B3-B7, C4-C5 and D2-D4 low-grade
domains, assays were capped at 10% U3O8. For the C1
low-grade domain, assays were capped at 20% U3O8 with a search
restriction applied to composite grades over 10%. For the B1, B2,
E1 and E2 low-grade domains, assays were capped at 15%
U3O8
with search restrictions applied to composite grades over 10%
U3O8 for the B1 domain
and 5.0% U3O8 for the E2
domain. For the D1 low-grade domain, assays were capped at 5%
U3O8. 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.





The mineral
resource estimate for the Gryphon deposit was classified according
to the drill hole spacing and the apparent continuity of
mineralization, as either indicated mineral resources (generally,
drill hole spacing of 25 x 25 metres) or inferred mineral resources
(generally, drill hole spacing of 50 x 50 metres). The block models
were validated by 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, and comparison with estimation by a different
method.





Phoenix and Gryphon Deposit Reserve Calculations





The mineral
reserve for the Phoenix and Gryphon deposits are summarized in the
following table. The ISR process has been designed to a level
appropriate for a PFS and mineral reserve estimation, with
application of appropriate modifying factors including geological,
mining, hydrogeological, metallurgical and cut-off grades. The
Gryphon mine design has been completed to a level appropriate for a
PFS along with the mineral reserve estimation, with application of
appropriate modifying factors including geological, mining recovery
and dilution and cut-off grades. The estimated mineral reserves are
based on previously estimated indicated mineral resources, which
are converted to probable reserves.





Mineral Reserve Estimate – Wheeler River Project –
September 1, 2018


Deposit
Category
Tonnes
Grade(% U3O8)
Million lbs U3O8(100%
Basis)Phoenix
Probable
141,000
19.1
59.7Gryphon
Probable
1,257,000
1.8
49.7Total
1,399,000
3.5
109.4


Notes:


1. CIM
definitions (2014) were followed for classification of mineral
reserves.


2. Mineral
reserves for the Phoenix deposit are reported at the mineral
resource cut-off grade of 0.8% U3O8. The mineral
reserves are based on the block model generated for the May 28,
2014 mineral resource estimate. Mining recovery factor of 85% has
been applied to the mineral resource above the cut-off
grade.


3. Mineral
reserves for the Gryphon deposit are estimated at a cut-off grade
of 0.58% U3O8 using a long-term
uranium price of US$40/lb, and a US$/CAD$ exchange rate of 0.80.
The mineral reserves are based on the block model generated for the
January 30, 2018 mineral resource estimate. The cut-off grade is
based on an operating cost of $574/tonne, milling recovery of 97%,
and a 7.25% fee for Saskatchewan royalties (basic royalty plus
resource surcharge).





2018 Annual Information Form





4. Mineral
reserves are stated at a processing plant feed reference point and
include diluting material and mining losses.


5. Numbers
may not add due to rounding.





Mining Operations





Phoenix





ISR mining has
become the industry leading low-cost uranium production method
globally – following on from initial use in the 1960s to
extensive use at present in Kazakhstan (the world's largest and
lowest cost producer of uranium), the United States, China, Russia,
and Australia, amongst others. ISR mining is amenable to uranium
deposits in certain sedimentary formations and is well known in the
industry for comparatively minimal surface impact, high production
flexibility, and low operating and capital costs. In 1998, ISR
mining represented roughly 13% of global uranium production,
increasing rapidly to the point where today it is estimated to
account for over 50% of global uranium production. There has been
continuous development and improvement of ISR mining techniques in
past years, particularly in the two decades since the International
Atomic Energy Agency ("IAEA") published the Manual of Acid
In-Situ Leach Uranium Mining Technology
(IAEA-TECDOC-1239).





ISR mining
involves recovery of uranium by pumping a mining solution (also
referred to as a "lixiviant") through an appropriately permeable
orebody. The method eliminates the need to physically remove ore
and waste from the ground – thus eliminating the related
surface disturbance and tailings normally related to underground or
open pit operations. The mining solution dissolves the uranium as
it travels through the ore zone – effectively reversing the
natural process that originally deposited the uranium. The mining
solution is injected into the ore zone through a series of
four-inch cased drill holes called injection wells and pumped back
to surface via a similar series of recovery wells. Once on surface,
the uranium bearing solution is sent to a surface processing plant
for the chemical separation of the uranium. Following the uranium
removal, the mining solution is reconditioned (often referred to as
the barren mining solution) and returned back to the wellfield for
further production.











2018 Annual Information
Form





Wellfields are
the groups of wells, installed and completed in the mineralized
zones. The wellfields are designed to effectively target delineated
mineralization and achieve the operation’s desired production
level. At present, the Company expects the drilling of individual
wells will be carried out utilizing either air rotary or mud rotary
methods. The wellfield at Phoenix has been designed using a
standard hexagonal pattern with 10m spacing between wells. The
following figure shows an isometric view of the drill holes from
surface.








Containment of
the solution is a requirement in ISR operations to ensure recovery
of the uranium and to minimize regional groundwater infiltration
into the ore zone and associated dilution of the mining solution.
In typical ISR operations, this is normally achieved through
natural clay or other impermeable geological layers. At Phoenix,
the basement rock below the orebody achieves this purpose but the
sandstone formation which hosts and surrounds the ore zone is not
impermeable and is hydraulically connected to the regional
groundwater system throughout the Athabasca Basin. As a result, in
order to maintain containment, the entire orebody will be isolated
by use of an artificial freeze wall that will cover all sides and
above the orebody to create an impermeable dome to surround the
deposit. This dome will be keyed into the impermeable basement
rocks on all sides. The freeze wall will be established using
directional drilling methods to drill and case a series of holes
from surface that will run across the orebody. Circulation of a low
temperature brine solution in the holes will remove heat from the
ground, freezing the natural groundwater, and establishing an
impermeable frozen wall encapsulating the deposit.





2018 Annual Information Form





Benefits of ISR
operations include:





●
 Established safety practices
and procedures to ensure health and safety of workers.





●
 Minimal environmental
impacts, including low noise, dust, and air emissions, low water
consumption levels, minimal surface disturbance, and full
rehabilitation of the area.





●
 Ability to scale production
up or down to meet market demands.





●
 Insensitivity to ore grades
(i.e. lixiviants will dissolve the uranium at any
grades).





●
 Low initial capital costs and
short timeframe to production.





●
 Low operating
costs.





Gryphon





The extraction
strategy for Gryphon has not changed from the approach described in
the PEA. The planned mining method for Gryphon is conventional
longhole stoping with backfill. Longhole stoping is a widely used
conventional mining method applied in both the Canadian uranium
industry as well as in the broader mining industry for the
extraction of base metals, gold, and other
commodities.





According to the
planned approach, access to the Gryphon deposit will be established
through two shafts. The primary shaft will provide for movement of
personnel and supplies, ore/waste hoisting, and fresh air to the
underground operations. The second shaft will be solely for exhaust
air and secondary egress. Both shafts will be excavated through
blind boring methods. Blind bored shafts have been selected for
vertical access in favour of typical full-face shaft sinking with
cover grouting or freeze curtain protection. Blind bored shafts
offer more competitive costs and construction schedules, and a
reduced risk profile while sinking through saturated ground
conditions. A composite steel/concrete liner will be installed over
the full length of the shaft and grouted into basement
rock.





In the
underground operation, initial underground development will focus
on establishment of permanent infrastructure and flow through
ventilation between the main shaft and the exhaust shaft. Most of
the permanent infrastructure will be located on the 500 m level,
the level of the main shaft station. Following this, development
priorities will be to establish access to the E series lense (E
Zone), which provides early opportunity for ore production and
waste rock storage (in mined out stopes). As mining is initiated in
the E Zone, ramp development will continue to provide access to the
remainder of the ore zones.





The PFS also
assumes that the ore will be hoisted to surface and transported to
the McClean Lake mill for processing. A two-year ramp-up to full
production is planned, with the full production rate set at 9
million pounds U3O8 per year.
Processing at the McClean Lake mill will require the negotiation
and execution of a toll milling agreement, which is not currently
established, and will also require regulatory approvals, which have
not been obtained.





Processing and Recovery Operations





Phoenix





The uranium
bearing solution from the Phoenix wellfield will be directed to a
self-contained processing facility located adjacent to the
wellfield. The processing plant will house most of the process
equipment in a 46,500 square foot pre-fabricated metal
building.





2018 Annual Information Form





The proposed
processing plant for the Phoenix ISR process will have four major
circuits: impurities removal, yellowcake precipitation,
dewatering/drying, and packaging. The processing plant will also
have filtration systems, bulk chemical storage, process solution
storage tanks, and a control room.


Phoenix ISR Design





Uranium bearing
solution from the wellfields will be pumped to the processing plant
for beneficiation as described below:





●
 Impurities removal –
Uranium liberated from underground in the Phoenix deposit will be
routed to an iron/radium removal circuit, where the pH of the
solution will be adjusted to allow the precipitation of iron
hydroxide and other metals. Once the iron hydroxide has
precipitated out of the solution, the solution will be routed to
the primary yellowcake precipitation circuit.





●
 Yellowcake precipitation
– The solution will be pH adjusted to optimal levels for
uranium precipitation with sodium hydroxide, then yellowcake
product will be precipitated with hydrogen peroxide, using sodium
hydroxide to maintain optimal pH. Following uranium precipitation
into yellowcake slurry, the barren mining solution will be
reconstituted to the proper acid level prior to being pumped back
to the wellfield for reinjection.





●
 Yellowcake dewatering/drying
– The precipitated yellowcake slurry will be transferred to a
filter press, where excess liquid will be removed. Following a
fresh water wash step that will further clean the yellowcake
product, the resulting yellowcake will be transferred to the dryer,
which will further reduce the moisture content, yielding the final
dried, free-flowing product.





2018 Annual Information Form


●
 Packaging – Refined
yellowcake will be packaged in 55-gallon drums.





Taken together,
the processing plant is expected to achieve 98.5% recovery of
uranium from the uranium bearing solution. The simplified
processing plant design, together with the use of the freeze cap,
creates a closed loop system with the prospect of achieving zero
discharge of effluent to the environment. The different types of
chemical reagents will be stored, used, and managed to ensure
worker and environmental safety, in accordance with standards
developed by regulatory agencies and vendors.





Gryphon





The PFS plan
assumes that Gryphon ore will be transported to the McClean Lake
mill for processing.





The results of
the metallurgical test work program completed for the PFS indicate
that the Gryphon deposit is amenable to recovery utilizing the
existing McClean Lake mill flowsheet. Moreover, the deposit is
amenable to processing under similar conditions to those currently
used in the McClean Lake mill. The mill is currently processing
material from the Cigar Lake mine; however, it has additional
licenced processing capacity to a total annual production of up to
24 million pounds U3O8. Overall process
recovery based on metallurgical test work conducted to date has
been estimated at 98.4% for Gryphon ore.





Should Denison
proceed with processing the Gryphon deposit at the McClean Lake
mill, such processing will require certain modifications to the
McClean Lake mill. These modifications include expansion of the
leaching circuit, the addition of a filtration system to complement
the Counter Current Decantation (CCD) circuit capacity, the
installation of an additional tailings thickener, and expansion of
the acid plant. Various other upgrades will also be required
throughout the mill to permit production at the full 24 million
pounds per year U3O8 licenced
capacity, as described in greater detail in the PFS.





Infrastructure, Permitting and Compliance Activities





As a remote
northern greenfield site, the Wheeler River project would require
substantial infrastructure to support operations. The site is
located within 6 kilometres of a provincial highway and powerline.
Tie-ins from that infrastructure into site would be
required.


Additional
surface infrastructure required to be located at the sites would
include:


●
 5 km access road from
provincial highway 914 to site;


●
 5 km power distribution line
from provincial power grid into site; and


●
 1,600 m
airstrip.





In accordance
with the plan, production from the Gryphon site will be trucked to
the existing McClean Lake mill to the northeast, via existing
Provincial Highway 914, including 51 km of new road required
between the McArthur River mine and the Cigar Lake
mine.





2018 Annual Information Form





Wheeler River Regional Infrastructure








The figure below
is a conceptual plan for the Phoenix operation’s surface
facilities, showing the relative scale and nominal footprint of
major infrastructure items, including:


●
 Area allocation over the
defined deposit for an situ leaching wellfield (90 m x 800
m);


●
 ISR processing plant (90 m x
48 m);


●
 Operations centre (61 m x 41
m), including men’s and women’s dry facilities, 3-bay
maintenance shop, welding bay, warehouse, emergency response
vehicle storage, mine rescue and emergency response office,
laboratory, nurse’s station, training room, offices
(administration, maintenance, and supply chain), meeting rooms,
lunch room, and radiation monitoring room;


●
 150-person camp with kitchen
and laundry facilities;


●
 Personal-vehicle
parking;


●
 Main electrical substation
(50 m x 50 m);


●
 North and south
gatehouses;


●
 Outdoor and covered storage
(15 m x 30 m);


●
 Wash bay and scanning
facility;


●
 30 m long, 80 tonne weigh
scale;


●
 Potable water treatment
facility;


●
 Fuel storage and dispensing
facility (gas and diesel);


●
 Fire water tank and
pumphouse;





2018 Annual Information Form





●
 Two bullet propane tank
farm;


●
 Sewage treatment
facility;


●
 Incinerator;


●
 Backfill plant with storage
facility;


●
 Outdoor fenced hazardous
storage area (30 m x 30 m);


●
 Fenced landfill area (90 m x
90 m);


●
 Water discharge
station;


●
 Special waste storage (46 m x
46 m, 3,200 cubic meter capacity); and


●
 Clean waste rock storage (60
m x 60 m, 7,100 cubic meter capacity).





Phoenix Site Conceptual Layout








Taken together,
the Phoenix operation has the potential to be one of the most
environmentally friendly uranium mining projects in the
world.


●
 The planned ISR approach
produces no tailings product.


●
 The closed loop system of the
processing plant eliminates any major sources of water to be
discharged to the environment. Due to evaporation and moisture
content of the yellowcake product, the processing plant may require
small volumes of make-up water.


●
 Minimal volumes of surface
run-off will be captured, treated, and used as make-up water in the
processing plant or re-injected underground.


●
 Low to near zero carbon
emissions due to the lack of heavy equipment and provision of power
from the provincial power grid.


●
 Small volumes of waste
products from the iron precipitation circuits will be temporarily
stored on surface and disposed of in the underground stopes at
Gryphon.








2018 Annual Information Form





At Gryphon, the
most significant environmental concern associated with the project
will be the management of treated mine effluent. Investigations
into environmentally acceptable discharge locations has identified
suitable sites nearby that will minimize any impacts from treated
effluent discharge. Other waste products, such as potentially acid
generating waste rock or low-grade waste products, will be used
underground as backfill on a priority basis where possible.
Otherwise, such materials will be stored in approved facilities
designed for safe closure and decommissioning. Future studies will
evaluate the potential for 100% underground storage to eliminate
the need for surface facilities.





Denison believes
all potential environmental impacts can be successfully mitigated
through the implementation of industry best practices.





The project will
require completion of Federal and Provincial environmental impact
assessments. Denison formally submitted a detailed Project
Description to the CNSC and a Technical Proposal to the
Saskatchewan Ministry of the Environment in February 2019 to
initiate the environmental impact assessments for construction,
operation and closure of the Phoenix deposit at Wheeler River. It
is estimated the assessments will require approximately 36 to 48
months to complete following these submissions. See
“Government Regulation – Environmental
Assessments” for more information.





Denison
recognizes the importance of early stakeholder engagement and has
been developing relationships with key stakeholders since 2016. A
detailed stakeholder engagement program was developed with
highlights to date including:


●
 Establishment and financial
support for training and educational programs for residents of
stakeholder communities;


●
 Establishment of employment
opportunities for residents of stakeholder
communities;


●
 Procurement of goods and
services from northern based suppliers to support continued
exploration activities;


●
 Engagement of stakeholder
communities to provide input into aspects of the project design
including, but not limited to, access road routing and treated
water discharge location and to provide feedback relating to
various alternative mining methods for Phoenix; and


●
 Generally supportive
responses from communities encouraging the development of the
project and requests for negotiation of formal support
agreements.





Capital and Operating Costs





Capital and
operating cost estimates were developed to support the PFS of the
Gryphon and Phoenix deposits. The estimates address the initial
capital, sustaining capital and operating costs required to
engineer, procure, construct, commission, start-up and operate the
mines, ISR precipitation plant and related infrastructure at the
Wheeler River site and upgrades at the McClean Lake mill. Estimates
were completed to Association for the Advancement of Cost
Engineering (“AACE”) class four level with an accuracy
of -15% to -30% on the low side and +20% to +50% on the high
side.





The Wheeler River
project total capital cost is estimated at approximately $1.13
billion, comprised of $322.5 million of initial pre-production
capital for the Phoenix operation and $623.1 million of initial
pre-production capital for the Gryphon operation as outlined in the
following table.





2018 Annual Information Form





Capital Cost Summary


Wheeler River Capital Cost (1,000's)Area
Initial
Sustaining
TotalPhoenix
$
322,539
$
103,411
$ 425,950Gryphon
$
623,120
$
82,743
$ 705,863Sub Total
$ 945,659
$ 186,154
$ 1,131,813





The capital costs
for the ISR mining of the Phoenix deposit are categorized as
follows:


Phoenix Capital Cost Summary


Phoenix Capital Cost Details (1,000's)Direct Capital Costs
Initial
Sustaining
TotalWellfield
$
63,674
$
35,402
$
99,076ISR
Precipitation Plant
$
50,935
$
4,606
$
55,541Water
Treatment Plant
$
1,268
$
18,676
$
19,944Surface
Facilities
$
22,325
$
49
$
22,374Utilities
$
6,538
$
803
$
7,341Electrical
$
18,834
$
-
$
18,834Civil &
Earthworks
$
44,309
$
1,331
$
45,640Offsite
Infrastructure
$
7,950
$
-
$
7,950Decommissioning
$
-
$
27,454
$
27,454Total Direct Costs
$ 215,834
$ 88,321
$ 304,155Indirect
Costs
$
28,288
$
5,669
$
33,957Other
(Owner's) Costs
$
14,227
$
-
$
14,227Contingency
Costs
$
64,190
$
9,421
$
73,611Total Costs
$ 322,539
$ 103,411
$ 425,950





The capital costs
for the underground mining of the Gryphon deposit are shown in the
following table.


Gryphon Capital Cost Summary


Gryphon Capital Cost Details (1,000's)Direct Capital Costs
Initial
Sustaining
TotalShafts
$
131,522
$
-
$
131,522Surface
Facilities
$
46,932
$
6,074
$
53,006Underground
$
49,518
$
68,842
$
118,360Utilities
$
3,946
$
263
$
4,209Electrical
$
3,613
$
-
$
3,613Civil &
Earthworks
$
11,791
$
483
$
12,274McClean Mill
Upgrades
$
49,920
$
-
$
49,920Offsite
Infrastructure
$
32,392
$
-
$
32,392Decommissioning
$
-
$
1,575
$
1,575Total Direct Costs
$ 329,634
$ 77,237
$ 406,871Indirect
Costs
$
142,015
$
5,112
$
147,127Other
(Owner's) Costs
$
28,143
$
-
$
28,143Contingency
Costs
$
123,328
$
394
$
123,722Total Costs
$ 623,120
$ 82,743
$ 705,863








2018 Annual Information Form


Operating costs
are estimated for the 14-year mine production period from July 1,
2024 through to March 31, 2037. Phoenix mine production is
scheduled from July 1, 2024 to June 30, 2034 and Gryphon mine
production is scheduled from September 1, 2030 to March 31, 2037.
The table below presents a summary of the Wheeler River
prefeasibility level operating cost estimates.





Wheeler River Operating Cost Summary


Cost Area
Phoenix
Gryphon
Total Cost$000's
$/lb U3O8
$000's
$/lb U3O8
$000'sMining
$
44,020
$
0.75
$
266,202
$
5.46
$
310,222Milling
$
115,577
$
1.97
$
412,621
$
8.45
$
528,198Transport
to Convertor
$
12,341
$
0.21
$
10,252
$
0.21
$
22,593Site
Support / Administration
$
82,264
$
1.40
$
53,346
$
1.09
$
135,610Total
$ 254,202
$ 4.33
$ 742,421
$ 15.21
$ 996,623Total US$

$
3.33

$
11.70U308
Sales - lbs in
000's
58,767
48,817





The project
economics have been analyzed on a pre-tax basis (100% basis) and a
Denison specific post-tax basis (90% basis, based on
Denison’s current ownership interest and reflected as a
pro-forma analysist in the PFS). Inputs into both pre-tax and
post-tax models include:





●
 Discount rate of
8%;


●
 Estimated metallurgical
process uranium recoveries of 98.5% and 98.2% for Phoenix and
Gryphon mill feeds, respectively;


●
 Project capital and operating
cost assumptions, as further described in the PFS;


●
 Project schedule assumptions
from 2019 to 2043, as further described in the PFS;
and


●
 Mine production assumptions,
as further described in the PFS.


●
 Uranium pricing scenarios, as
follows:


o
 Base case: (a) Phoenix
– based on UxC’s Q3-2018 Uranium Market Report
Composite Midpoint spot price projection, in constant (uninflated)
2018 dollars, ranging from US$29.48 to US$45.14 per pound
U3O8 during the
Phoenix mine production period; and (b) Gryphon – based on a
fixed price of US$50.00 per pound U3O8 during the
Gryphon mine production period. US$ amounts translated to CAD using
an exchange rate of 1.30 CAD/US$.


o
 High case: a fixed price of
US$65.00 per pound U3O8 for both the
Phoenix and Gryphon production.


●
 Saskatchewan revenue-based
royalties and surcharges applicable to uranium revenue, as follows:
a) a basic royalty of 5.0% of uranium revenue; b) a resource credit
of 0.75% of uranium revenue (which partially offsets the basic
royalty); and c) a resource surcharge of 3.0% of the value of
uranium revenue. For the purposes of these calculations, revenue
has been computed as gross uranium revenue less transportation
costs to the convertor.


●
 No inflation or escalation of
revenue or costs have been incorporated.





The Wheeler River
project pre-tax indicative economic results are illustrated
below.


Pre-tax Economic Results (100% basis)


Pre-Tax Results
NPV 8%
IRR
PaybackBase
Case
$1,308
million
38.7%
~ 24
MonthsHigh
Case
$2,587
million
67.4%
~ 11
Months


(1)
 NPV and IRR are calculated to the start of pre-production
activities for the Phoenix operation in 2021.


(2)
 Payback period is stated as number of months to pay back from start
of uranium production.








2018 Annual Information Form





A post-tax
Denison-specific economic assessment includes similar inputs as the
pre-tax assessment with the following modifications:


●
 Denison’s share of
project development costs is included in the project’s
capital costs along with their impact on Denison’s estimated
tax pools;


●
 The impact of the
Saskatchewan Profit Royalty as estimated for Denison is
included;


●
 Denison’s expected
provincial and federal income taxes payable are included;
and


●
 Denison’s recovery of
toll milling fees paid to the MLJV (22.5% owned by Denison) by the
WRJV for the toll milling of Gryphon ores are
incorporated.





The Wheeler River
project post-tax Denison-specific (90% basis) indicative economic
results are further detailed in the PFS, and summarized as
follows:





Post-tax Economic Results to Denison (90% basis)


Post-Tax Results
NPV
IRR
PaybackBase
Case
$755.9
million
32.7%
~26
monthsHigh
Case
$1,483.8
million
55.7%
~12
months


(2)
 Payback period is stated as number of months to pay back from start
of uranium production








Exploration, Development and Production





With over 97% of
the project’s mineral resources classified as indicated
mineral resources, exploration drilling during 2019 is expected to
focus on testing high priority regional targets. Following the
completion of the PFS, and given the highly encouraging results
from the proposed Phoenix ISR operation, exploration drilling in
2019 is expected to be focused on initial testing of regional
targets at the sub-Athabasca unconformity, with the potential to
discover additional ISR amenable uranium deposits. Potential for
basement hosted uranium mineralization will not be ignored where
opportunities also exist to evaluate prospective basement targets.
High priority regional target areas planned for testing in 2019
include K West, M Zone, K South, Gryphon South, Q South (East), and
O Zone, each of which is shown in the figure below.





Subsequent to the
completion of the PFS in 2018, project development and evaluation
activities have pivoted towards initiating and supporting EA and
feasibility study (“FS”) processes for the project.
Work on the Wheeler River project during 2019 will focus on (a)
those activities necessary to support and move forward the
environmental assessment process (see “Government Regulation
– Environmental Assessments” below), and (b) those
engineering and other studies required to de-risk the Phoenix
deposit as an ISR mining operation prior to initiating a FS. FS
work during 2019 will include ISR wellfield testing, the initiation
of metallurgical IRS pilot plant testing, Gryphon optimization
studies and third-party review of the Phoenix engineering plans. In
addition, following the submission of the Project Description to
the CNSC and a Technical Proposal to the Saskatchewan Ministry of
the Environment in February 2019, the multi-year EA, consultation
and permitting process for the project has been initiated. The
environmental assessment review and approval process is expected to
take 36 to 48 months to complete.





2018 Annual Information Form





High Priority Regional Targets for 2019 Drill Testing, shown on
Basement Geology Map.








2018 Annual Information Form





Waterbury Lake





The Waterbury
Lake property is owned by Denison (65.92%) and Korea Waterbury
Uranium Limited Partnership (“KWULP”) (34.06%), as limited
partners, and Waterbury Lake Uranium Corporation
(“WLUC”)
(0.02%), as general partner, in the Waterbury Lake Uranium Limited
Partnership (“WLULP”), pursuant to the Waterbury
Lake Uranium Limited Partnership Agreement. Denison holds a 60%
interest in WLUC and is the operator of the project.





This project
description is based on the project’s technical report
entitled “Technical Report with an Updated Mineral Resource
Estimate for the Waterbury Lake Property, Northern
Saskatchewan” dated December 21, 2018 (the
“Waterbury
Report”) by Serdar Donmez, P.Geo., E.I.T., Dale
Verran, Pr.Sci.Nat., P.Geo., and Paul Burry, P.Geo. of Denison, Oy
Leuangthong, P.Eng, and Cliff Revering, P.Eng, of SRK, Allan
Armitage, P.Geo, SGS Geostat and Alan Sexton, P.Geo, GeoVector
Management Inc. (“GeoVector”), a copy of which is
available on the Company’s website.





The conclusions,
projections and estimates included in this description are subject
to the qualifications, assumptions and exclusions set out in the
technical report. We recommend you read the technical report in its
entirety to fully understand the project.





Property Description, Location and Access





The Waterbury
Lake property is located within the eastern part of the Athabasca
Basin in northern Saskatchewan. The project is located
approximately 750 kilometres by air north of Saskatoon and about
420 kilometres by road north of the town of La Ronge. The property
can be accessed year round by provincial highway to Points North
Landing, which is a privately owned service centre with an airstrip
and accommodations available. Points North Landing is located near
the eastern edge of the property, approximately 12 kilometres away
from current operations. The property’s core camp is
accessible year round via 4x4 trail or ice road during winter
across McMahon Lake. The nearest community is Wollaston Lake, 57
kilometres directly south east of Points North
Landing.





The property is
comprised of 13 contiguous claims and one separate claim covering
40,256 hectares with an annual assessment requirement of $972,905
to maintain title to the mineral claims. Based on previous work
submitted and approved by the province of Saskatchewan, there is
sufficient assessment credits available to keep title on the
property secure until at least 2037, with the separate claim secure
until 2032.





The J Zone and
Huskie Zone deposits are located within the property near its
eastern edge. Several uranium deposits are located nearby including
the Roughrider, McClean Lake, Midwest, and Midwest A
deposits.





Any uranium
produced from the Waterbury Lake property is subject to uranium
mining royalties in Saskatchewan in accordance with Part III of The
Crown Mineral Royalty Regulations. See “Government Regulation
- Canadian Royalties.” There are no other back-in rights or
royalties with non-owners applicable to this property. Denison has
a 2% net smelter return royalty on the portion of the project that
it does not own.





There are no
known environmental liabilities associated with the Waterbury Lake
property, 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. All the necessary permits for surface exploration
on the property are in place and current.





2018 Annual Information Form





Location of the J Zone and Huskie Zone on the Waterbury Lake
project








2018 Annual Information Form





History





Uranium
exploration activities have been conducted over various portions of
the Waterbury Lake mineral claims over the past 40 years. The
current Waterbury Lake mineral claims were originally staked by
Strathmore Minerals Corp. in 2004. Strathmore subsequently spun out
all of its Canadian assets to Fission in 2007. On January 30, 2008,
KWULP and Fission entered into an earn-in agreement for the
Waterbury Lake property, pursuant to which Fission granted KWULP
the exclusive rights to earn up to a 50% interest in the Waterbury
Lake property by funding $14,000,000 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 $14 million of
expenditures and consequently earned a 50% interest in the
property. Fission and KWULP subsequently formed the WLULP in
December 2010 with each party owning an equal interest. In April
2011, Fission exercised a back-in option right and increased its
interest in the WLULP to 60%.





Effective April
26, 2013, Denison acquired Fission and all of Fission’s
rights and entitlements to the Waterbury Lake property, including
the 2% net smelter returns royalty. Denison became manager of WLULP
and operator of Waterbury Lake. KWULP has not funded spending
programs of the WLULP since January 2014 and, as a result, Denison
has increased its interest in the WLULP (now 65.92%) while KWULP
has diluted.





The Waterbury
Lake uranium project currently consists of two deposits: the J Zone
deposit and the Huskie deposit.





The J Zone
uranium deposit was discovered during the winter 2010 drill
program. 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 metres of uranium mineralization grading 1.91%
U3O8, including 1.0
metre grading 13.87% U3O8 as well as an
additional four meters grading at 0.16% U3O8. Subsequent
drilling led Fission to focus in on a significant mineralized trend
immediately adjacent to the southeastern boundary of disposition
S-107370. The maiden mineral resource estimate for the J-Zone was
issued by Fission in 2011.





Denison first
discovered mineralization at the Huskie zone in summer 2017 with
the intersection 9.10% U3O8 over 3.7 metres,
including 16.78% U3O8 over 2 metres,
from 306.5 to 310.2 metres depth in drill hole WAT17-466A. Further
drilling in 2017 and 2018 resulted in a maiden mineral resource
estimate in December 2018.





Geological Setting, Mineralization and Deposit Types





The Waterbury
Lake property is located near the southeastern margin of the
Athabasca Basin in the southwest part of the Churchill Structural
Province of the Canadian Shield. The Athabasca Basin is a broad,
closed, and elliptically shaped, cratonic basin with an area of 425
km east-west by 225 km north-south. The bedrock geology of the area
consists of Archean and Paleoproterozoic gneisses unconformably
overlain by flat-lying, unmetamorphosed sandstones and
conglomerates of the mid-Proterozoic Athabasca Group.





The Waterbury
Lake property is located near the transition zone between two
prominent litho-structural domains within the Precambrian basement,
the Mudjatik Domain to the west and the Wollaston Domain to the
east. The Mudjatik Domain is characterized by elliptical domes of
Archean granitoid orthogenesis separated by keels of metavolcanic
and metasedimentary rocks, whereas the Wollaston Domain is
characterized by tight to isoclinal, northeasterly trending, doubly
plunging folds developed in Paleoproterozoic metasedimentary rocks
of the Wollaston Supergroup, which overlie Archean granitoid
orthogenesis identical to those of the Mudjatik Domain. The area is
cut by a major northeast-striking fault system of Hudsonian Age.
The faults occur predominantly in the basement rocks but often
extend up into the Athabasca Group due to several periods of
post-depositional movement.





2018 Annual Information Form


The basement
beneath the Waterbury Lake project is comprised of approximately
northeast-trending corridors of metasediments wrapping around
orthogneissic domes and locally in the Discovery Bay trend an
east-west trending corridor of metasediments bounded to the north
and south by thick zones of orthogneiss that, based on
interpretation of aeromagnetic images, may represent two large dome
structures. As discussed in the Waterbury Report, the metasediments
and the orthogneiss domes are interpreted to be Paleoproterozoic
and Archean in age, respectively.





The J Zone is
hosted within an east-west trending faulted package of variably
graphitic and pyritic metasediments bounded by orthogneiss to both
the north and south. The pelitic metasedimentary assemblage, which
ranges in thickness from 90 to 120 metres and is moderately steep
dipping to the north includes, from north to south, a roughly 50
metre thick pelitic gneiss underlain by 20 metre thick graphitic
pelitic gneiss, underlain by a 10 to 15 metre thick quartz-feldspar
wedge underlain by 20 metre thick graphitic pelitic gneiss,
underlain by a 15 to 25 metre thick pelitic gneiss, then back into
a footwall orthogneiss. There are discontinuous offsets at the
unconformity that range from a few metres to as much as ten
metres.





The J Zone
deposit can be classified as an unconformity-related deposit of the
unconformity-hosted variety. It is currently defined by 268 drill
holes intersecting uranium mineralization over a combined east-west
strike length of up to 700 metres and a maximum north-south lateral
width of 70 metres. The deposit trends roughly east-west
(080°) in line with the metasedimentary corridor and
cataclastic graphitic fault zone. A 45 metre east-west
intermittently mineralized zone occurs in the target area formerly
known as Highland roughly separating the J Zone into two segments
referred to as the eastern and western lenses which are defined
over east-west strike lengths of 260 and 318 metres, respectively.
A thin zone of unconformity uranium mineralization occurs to the
north of intermittently mineralized zone which is interpreted to
represent a mineralized block that has been displaced northwards by
faulting and is referred to as the mid lens.





Mineralization
thickness varies widely throughout the J Zone and can range from
tens of centimetres to over 19.5 metres in vertical thickness. In
cross section, J Zone mineralization is roughly trough 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, as seen in holes WAT10-066,
WAT10-071, WAT10-091, and WAT10-103. 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 230m below surface at the J
Zone. Mineralization occurs in three distinct settings: (1)
entirely hosted within the Athabasca sediments, (2) entirely within
the metasedimentary gneisses or (3) 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, as seen in drill
hole WAT11-142.





2018 Annual Information Form


The Huskie
deposit is entirely hosted within competent basement rocks below
the sub-Athabasca unconformity primarily within a faulted,
graphite-bearing pelitic gneiss (“graphitic gneiss”)
which forms part of an east-west striking, northerly dipping
package of metasedimentary rocks flanked to the north and south by
granitic gneisses. The Athabasca Group sandstones that
unconformably overlie the basement rocks are approximately 200
metres thick. The deposit can be classified as an
unconformity-related deposit of the basement-hosted variety and it
is located approximately 1.5 kilometres to the north-east of the
J-Zone deposit.





The deposit
comprises three stacked, parallel lenses (Huskie 1, Huskie 2 and
Huskie 3), which are conformable to the dominant foliation and
fault planes within the east-west striking graphitic gneiss unit.
The drilling to date suggests the grade, thickness, and number of
lenses present is controlled by the presence of northeast striking
faults which cross-cut the graphitic gneiss unit. The northeast
striking faults identified at the Huskie deposit are interpreted to
be part of the regional Midwest structure. The deposit occurs over
a strike length of approximately 210 metres, dip length of
approximately 215 metres and has an overall true thickness of
approximately 30 metres (individual lenses vary in true thickness
of between 1 metre and 7 metres). The deposit occurs at vertical
depths ranging between 240 and 445 metres below surface and 40 to
245 metres below the sub-Athabasca unconformity. The high-grade
mineralization within the lenses is comprised of massive to
semi-massive uraninite (pitchblende) and subordinate bright yellow
secondary uranium minerals occurring along fault or fracture
planes, or as replacement along foliation planes. Disseminations of
lower grade mineralization occur within highly altered rocks
proximal to fault planes. The mineralization is intimately
associated with hematite, which both occur central to a broad and
pervasive alteration envelope of white clays, chlorite and
silicification.





Exploration





With the
exception of drilling, and related work, exploration on the
Waterbury Lake property has mostly been in the form of geophysical
surveys. Airborne magnetic surveys have been flown property wide
and have been used to identify significant basement structures and
to help map basement rock types. Airborne and ground based EM
surveys have also been carried out across the property in order to
define conductive, likely graphitic basement structures that may be
associated with uranium mineralization. Additionally, ground based
induced polarization (DC-IP) and gravity surveys have aimed to
identify zones of low resistivity and negative gravity anomalies
resulting from quartz dissolution and clay alteration. Since
Denison acquired the property in April 2013 and up to the end of
2017, four resistivity surveys (298 line kilometres) have been
completed, comprised of surveys over the Discovery Bay (J Zone),
Oban and Hamilton Lake areas. These surveys augment existing
magnetic, electromagnetic, resistivity and gravity surveys for the
property. The resistivity surveying conducted by Denison have led
to the definition of numerous drill targets, a large portion of
which have been subsequently tested.





A 2D DCIP
resistivity survey comprising 28.8 kilometres (16 lines) was
completed during October 2018. The survey was designed to map the
possible extension of the Midwest structure on to the Waterbury
Lake property and to define possible drill targets for future
testing. This area is referred to as the Midwest Extension
area.





No significant
geological mapping has been conducted on the Waterbury Lake
property to date as the property is predominantly covered by a
thick layer of Quaternary sediments resulting in poor outcrop
exposure; however, several reconnaissance scale surface geochemical
surveys have been undertaken on the Waterbury Lake
property.





2018 Annual Information Form





Drilling





Since April 2013,
when Denison acquired the property, until the end of 2018, drilling
has largely focused on testing resistivity targets in the Discovery
Bay Extension (12 holes, 3,963 metres), Oban (20 holes, 6,986
metres), Hamilton Lake (12 holes, 5,880 metres), Arran (3 holes,
888 metres), Huskie (33 holes, 15,143 metres) and GB (2 holes, 901
metres) target areas. Highlights have included the discovery of the
Huskie deposit and weak mineralization at Oban, Hamilton Lake and
GB. These target areas have untested drill targets that warrant
follow-up.





Huskie Zone





During the summer
2017 drilling program at Waterbury Lake, Denison discovered
high-grade, basement-hosted mineralization, located approximately
1.5 kilometres to the northeast of the property’s J Zone
uranium deposit. The new zone of mineralization was named the
“Huskie” zone. The summer program included a total of
nine drill holes totaling 3,722 metres. Of the eight drill holes
designed to test for basement-hosted mineralization, seven holes
intersected significant mineralization – including high-grade
intersections in four of the holes. A single hole was designed to
test for unconformity mineralization and encountered bleaching,
silicification, clay alteration and weak radioactivity in the lower
sandstone, proximal to a 15 metre unconformity offset which
suggested additional potential at the unconformity. This initial
drilling campaign, completed on an approximate 50 x 50 metre
spacing, allowed for the wide-spaced definition of a zone of
entirely basement-hosted mineralization with geological features
consistent with basement-hosted deposits in the Athabasca
Basin.





A 11,421 metre,
24 drill hole drilling program was completed during 2018 on the
Huskie Zone, including 21 holes completed during the winter and
three holes completed during the summer.





The winter 2018
drill program on the Waterbury Lake Project focused on testing for
possible extensions to the Huskie zone mineralization discovered
during the summer 2017 drill program. Of the 21 holes completed
during the winter program, significant mineralization was
encountered in drill hole WAT18-452, which included 4.5%
U3O8 over 6.0 meters
(including 5.8% U3O8 over 4.5 meters)
and 1.9% U3O8 over 1 metre.
Drill holes WAT18-453 through WAT18-472 thoroughly tested the
immediate and along strike potential of the Huskie zone. Although
significant structure and alteration was frequently intersected,
significant uranium mineralization was absent in these
holes.





The three drill
holes completed as part of the summer 2018 program at the Huskie
zone were located both up-dip and down-dip of the known
mineralization, with a view to test for high-grade extensions
related to northeast striking cross-cutting faults associated with
the regional Midwest structure. Drill hole WAT18-475A, completed as
a 50 metre step up-dip of the known mineralization, intersected
0.12% eU3O8 over 1.0 metre
from 277.5 metres and 0.15% eU3O8 over 1.0 metre
from 285.5 metres. Due to core loss, the interval is reported as
radiometric equivalent U3O8
(“eU3O8”) derived
from a calibrated total gamma downhole probe. The two holes
designed to test for extensions down-dip of Huskie, WAT18-473 and
WAT18-474 intersected the targeted structure but no significant
mineralization was encountered.





Oban





The Oban area is
a prospective east-west lithostructural trend located approximately
3 kilometres north of the J Zone deposit. Resistivity surveying has
identified a broad zone of low basement resistivity with two
sub-parallel trends roughly coincident with previously identified
electromagnetic conductors. Weak mineralization was intersected at
the sub-Athabasca unconformity during 2014 in drill holes
WAT14-406A (0.08% U3O8 over 4.8 metres)
and WAT14-407 (0.05% U3O8 over 1.5
metres).





2018 Annual Information Form


Follow-up
drilling during 2015 confirmed favorable exploration criteria along
the trend, including alteration and structure in the sandstone and
graphitic basement rocks. WAT15-419, drilled 150 metres east along
strike of WAT14-406A and WAT14-407, intersected a mineralized
fracture 50 metres above the unconformity that contained 788 ppm U
over 0.5 metres. WAT15-425 followed up this fracture at the
unconformity and intersected multiple, metre-scale zones of weak
uranium mineralization. Samples through these zones contained up to
0.27% U3O8 over 0.5 metres.
Further drilling in 2016 focused along strike to the east where
resistivity coverage had been expanded. The drill holes confirmed
extension of the trend to the east, including strong alteration and
structure in the sandstone and graphitic basement rocks, but did
not intersect any significant mineralization. In light of the
basement-hosted discovery at the Huskie Zone, the Oban trend
warrants further review to evaluate the basement potential in
detail.





Two drill holes
(788 metres) were completed as part of the summer 2018 program to
test the intersection of the Midwest structural zone and the
northern portion of the Oban trend. The holes did not return any
significant results and, based on the lack of structural evidence,
were interpreted to have tested outside of the Midwest structural
zone.





GB Trend





Two holes (901
metres) were completed during the summer 2018 program on the GB
Trend approximately 3.0 kilometres to the northeast of the Huskie
zone, where the regionally interpreted Midwest structure is
projected to intersect the geologically favourable GB
trend.





The two drill
holes, which were completed approximately 100 metres apart on a
north-south fence, both intersected basement-hosted uranium
mineralization. The mineralization occurred as
structurally-controlled disseminations of uraninite (pitchblende)
associated with massive clay replacement. Highlight intersections
included:





● 
0.43% U3O8 over 1.0 metre
(including 0.73% U3O8 over 0.5 metre)
from 262.5 to 263.5 metres in drill hole WAT18-478;
and


● 0.20%
U3O8 over 0.5 metre
from 372.0 to 372.5 metres, 0.45% U3O8 over 0.5 metre
from 410.5 to 411.0 metres and 0.31% U3O8 over 0.5 metre
from 420.0 to 420.5 metres in drill hole WAT18-479.





The
mineralization is contained within a 60 to 80 metre wide package of
highly structured and strongly altered graphitic basement rocks,
which remains open along strike to the northwest and southeast. The
sub-Athabasca unconformity was intersected at approximately 200
metres vertically below surface in both holes.





Hamilton Lake





The Hamilton Lake
area is a relatively large and under-explored area on the western
flank of the Midwest Dome, which shows prospective airborne
magnetic and electromagnetic trends, but has not been subject to
adequate ground geophysical surveying and follow-up drill testing.
Limited historical drilling at Hamilton Lake intersected graphitic
metasediments, structure, alteration, and elevated sandstone
geochemistry. The DCIP resistivity survey completed by Denison in
2016 over the southern portion of the Hamilton Lake area showed a
significant north-south, linear, low resistivity trend with some
associated low resistivity ‘breaches’ in the sandstone
that could be indicative of alteration chimneys associated with
uranium mineralization.





2018 Annual Information Form
 
 An initial drill
program completed during 2016, which included a fence of two drill
holes, identified features associated with unconformity-related
uranium deposits, including highly altered and structured sandstone
and graphitic basement rocks, an unconformity offset, and anomalous
geochemistry, including 8.3 ppm U over the basal 25 metres of
sandstone and 0.5 metre intervals of 389 ppm and 299 ppm U
immediately above the unconformity. These results confirmed the
trend, termed the ‘Hamilton Lake trend’, as a high
priority target with an interpreted minimum strike length of 4.5
kilometres to the south and 9.0 kilometres to the north of the two
holes completed in 2016.





During the winter
2017 program, nine additional drill holes totaling 4,803 metres
were completed on the Hamilton Lake trend. Seven of these holes
were drilled along strike, to the north and south, of the 2016
drilling results to test targets at the unconformity. A total of
1.8 kilometres of strike length was evaluated at a reconnaissance
scale with holes, drilled as single holes or fences, spaced 300 or
600 metres apart along strike. The results confirmed strike
continuity of a significant graphitic fault zone in the basement
rocks with associated structured and altered overlying sandstone.
Drill-hole WAT17-438, which optimally intersected the basement
graphitic fault zone at the unconformity, intersected weak
mineralization immediately above the unconformity, including 0.23%
and 0.04% U3O8 over 0.5 metre
intervals. The mineralization was associated with a fairly
significant sandstone alteration plume. Two additional holes were
drilled to test ‘resistivity low’ trends to the east of
the Hamilton Lake trend. The holes did not intersect favorable
geological features associated with unconformity-related uranium
thereby confirming the Hamilton Lake trend as the principle target
horizon.





Further drilling
is warranted along the extensive Hamilton Lake trend, along strike
of the 2017 drilling, to test the basement graphitic fault zone at
the unconformity and related high priority ‘resistivity
low’ targets.





Sampling, Analysis and Data Verification





The following is
a summary of the sampling, analysis and data verification
procedures followed by non-Denison operators to establish the J
Zone mineral resource estimate. For the exploration and drilling
work being completed by Denison since April 2013, including the
drilling completed to define the Huskie deposit, Denison has
followed the sampling, analysis and data verification procedures as
outlined in the section “Athabasca Exploration: Sampling,
Analysis And Data Verification”.





Prior to April
2013, drill core was split once geological logging, sample mark up
and photographing were completed. All drill core samples were
marked out and split at the splitting shack by Fission employees,
put into 5-gallon sample pails and sealed and transported to Points
North, Saskatchewan only prior to shipment. The samples were then
transported directly to the Saskatchewan Research Council
Geoanalytical laboratories (the “SRC Lab”) in Saskatoon,
Saskatchewan by Marsh Expediting. All assay and bulk density
samples were split using a manual core splitter over the intervals
noted in the sample booklet. Half of the core was placed in a
plastic sample bag with the sample tag and taped closed with fibre
tape. The other half of the core was returned to the core box in
its original orientation for future reference. All drill core
samples were evenly and symmetrically split in half in order to try
and obtain the most representative sample possible. Mineralized
core samples which occur in drill runs with less than 80% core
recovery are flagged for review prior to the resource estimation
process. Recovery through the mineralized zone is generally good
however and assay samples are assumed to adequately represent in
situ uranium content. The SRC Lab offers an ISO/IEC 17025:2005
accredited method for the determination of U3O8 weight % in
geological samples. Rock samples are crushed to 60 % at -2 mm and a
100-200g sub sample is split out using a riffler. The sub sample is
further crushed to 90% at -106 microns using a standard puck and
ring grinding mill. An aliquot of pulp is digested in a
concentrated mixture of HNO3:HCl in a hot
water bath for an hour before being diluted by deionised water.
Samples are then analysed by a Perkin Elmer ICP-OES instrument
(models DV4300 or DV5300).





2018 Annual Information Form


Drill core
samples collected for bulk density measurements were first weighed
as they are received and then submerged in deionised water and
re-weighed. The samples are then dried until a constant weight is
obtained. The sample is then coated with an impermeable layer of
wax and weighed again while submersed in deionized water. Weights
are entered into a database and the bulk density of the core waxed
and un-waxed (immersion method) is calculated and recorded. Not all
density samples had both density measurements recorded. Water
temperature at the time of weighing is also recorded and used in
the bulk density calculation. The detection limit for bulk density
measurements by this method is 0.01 g/cm3.





Prior to the
summer 2010 drill program, the only QAQC procedures implemented on
drill core samples from the project were those performed internally
by SRC Lab. The in-house SRC Lab QAQC procedures involve inserting
one to two quality control samples of known value with each new
batch of 40 geochemical samples. All of the reference materials
used by the SRC Lab on the Waterbury project are certified and
provided by CANMET Mining and Mineral Services. The SRC Lab
internal QAQC program continued through the 2013 drill program.
Starting in the summer of 2010 and continuing into the 2013 drill
program (discontinued after DDH WAT13-350), an internal QAQC
program was designed by Fission to independently provide confidence
in the core sample geochemical results provided by the SRC Lab. The
internal QAQC sampling program determines analytical precision
through the insertion of sample duplicates, accuracy through the
insertion of materials of “known” composition
(reference material) and checks for contamination by insertion of
blanks. Blanks, reference standards and duplicates were inserted
into the sample sequence including field duplicates (quarter core
every 1 in 20 samples), prep and pulp duplicates (inserted by the
SRC Lab every 1 in 20 samples) and blank samples (1 sample for
every mineralized drill hole). Beginning in 2012 certified,
internal reference standards were used in all holes drilled at
Waterbury Lake, replacing the re-analysed low, medium and high
grade reference samples. The results of the QAQC programs indicate
there are no issues with the drill core assay data. The data
verification programs undertaken on the data collected from the
Project support the geological interpretations, and the analytical
and database quality, and therefore the data can support mineral
resource estimation.





Mineral Processing and Metallurgical Testing





A preliminary
assessment of the mineralogical and leaching characteristics of a
representative selection of drill core samples from the J Zone was
undertaken between July and December 2011 by Mineral Services
Canada.





The study was
based on a suite of 48 samples of mineralized material collected
from thirty-two drill holes (2010 and 2011 programs). These were
chosen to provide good spatial representation of the J Zone
mineralization as well as representing a wide range of uranium
content. The samples were derived from the half split core
remaining after the initial geochemical / assay sampling process.
All samples were submitted to the SRC Lab for comprehensive
mineralogical analysis and preparation of thin sections for
petrographic analysis. The results of mineralogical work were used,
in conjunction with spatial considerations, to define suitable
composite samples for preliminary leaching test work undertaken by
the Saskatchewan Research Council (“SRC”) Mining and Minerals
Division.





2018 Annual Information Form





Mineralogical
analysis, utilizing XRD, quantitative mineralogical analysis
(Q-Min), petrography and SEM-EDS analysis, determined that the most
abundant uranium-bearing minerals in the J Zone are uraninite
and/or pitchblende, and coffinite. The gangue mineralogy is
essentially comprised of various amounts of quartz, phyllosilicates
(illite-sericite, chlorite, biotite, kaolinite) and (Fe, Ti)-oxides
(hematite, goethite and anatase). Feldspars also occur in most
samples and carbonates as well as a variety of sulphides are
locally present. Ni-arsenides are recognized throughout the samples
as well. The results of the mineralogical analyses identified five
groupings of samples with ore mineralogies typically dominated by
either uranium oxide or uranium silicate phases.





Preliminary acid
leaching tests were undertaken by SRC Mining and Minerals Division
on composite samples prepared from the sample set. Only the
leaching time and rate of acid addition were considered in the
tests while the other parameters (e.g. solid percentage in the
slurry, temperature, pressure and agitation conditions) remained
fixed. A total of five composite samples were defined based on
spatial location, lithology, uranium grades and mineralogy. Acid
leaching (H2SO4) was performed on
each of the composite samples for 12 hours under atmospheric
pressure and at a temperature of 55-65°C. Agitation was used
to create adequate turbulence. Sodium Chlorate was used as the
oxidant. The tests were undertaken on the assay lab rejects from
XRD analyses that were ground to 90% passing 106 microns. The
percentage of solids in the slurry was set at 50%. The only
variables were the acid addition and leaching residence time. Two
different H2SO4 dosages were used
to create an initial leaching environment with 25 mSc/cm and 55
mSc/cm, respectively. Each composite sample was split into two
subsamples labelled A and B. The A sample was used to test high
acid addition with high initial conductivity and the B sample was
used to test low acid addition with low initial conductivity. The
preliminary acid leaching tests showed that maximum extraction
rates of 97.6 % to 98.5 % U3O8 can be obtained
(depending on the acid addition) within 4 to 8 hours of leaching
time, and that the leaching efficiency was variably affected by
acid addition and leaching time.





A more
comprehensive phase of metallurgical test work has been recommended
to optimize the leaching efficiency as well as to evaluate other
parameters of the leaching process (grinding size of the ore, solid
percentage in the slurry, temperature, pressure, and residence time
and agitation conditions).





No metallurgical
or mineral processing test work has been completed for the Huskie
deposit.





Mineral Resource Estimates





J Zone





The Company
retained GeoVector to independently review and audit mineral
resource estimates for the Waterbury Lake property, in accordance
with the requirements of NI 43-101, and in 2013 GeoVector prepared
the J Zone Technical Report. See “Mineral Reserves and
Mineral Resources”, above, for a summary of the mineral
resource estimate for the Waterbury Lake project.





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.





2018 Annual Information Form





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.





GxD values and
density (D) values were interpolated into the block model using an
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.





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. 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.





Huskie Deposit





During the fourth
quarter of 2018, Denison completed a maiden mineral resource
estimate for the Huskie basement-hosted uranium deposit, which was
reviewed and audited by SRK in accordance with NI 43-101 and CIM
Definitions (2014). See “Mineral Reserves and Mineral
Resources”, above, for a summary of the mineral resource
estimate for the Waterbury Lake project.





For the 2018
mineral resource estimate, GEOVIA GEMSTM software (version
6.8) was used to build three-dimensional mineralized wireframes for
the Huskie 1, Huskie 2 and Huskie 3 lenses based on lithological
and structural data from core logs and geochemical assay (or
radiometric probe) data collected from 28 holes totaling 12,273
metres completed by Denison since 2017. A lower cut-off of 0.05%
U3O8 and a minimum
thickness of 1 metre was selected for the mineralized wireframe
model, consistent with similar basement-hosted uranium deposits in
the Athabasca Basin. Of the 13 mineralized drill holes within the
28 hole data population, a total of 10 drill holes met the
parameters for defining the mineralized wireframes.





2018 Annual Information Form


The mineral
resource model was constrained by the mineralization wireframes.
The assay database (% U3O8 or %
eU3O8) used for
resource modelling consists of 201 assays from the 10 mineralized
boreholes, contained within the three mineralized lenses. The 0.5
metre interval assays were composited to 1.0 metre lengths. Capping
was considered, with only assay data from Huskie 2 being capped for
% U3O8. Density values
were assigned to the database based on a regression between
U3O8 and density data
pairs using the relationship determined for Denison’s Gryphon
deposit, which is also hosted within comparable basement rocks. The
validity of the Gryphon grade:density regression for the Huskie
deposit was confirmed by plotting 12 bulk dry density samples
collected by SRK from the Huskie deposit. Variograms were modelled
to determine appropriate search radii for grade
estimation.





An
accumulation-like approach was used, wherein “U3O8*density”
and “density” were estimated into a three-dimensional
block model, constrained by wireframes in two passes using ID2. A
%U3O8 grade was then
calculated into each block by dividing the estimated U3O8*density by the
estimated density. A block size of 10 by 5 by 5 metres was
selected. Search radii were based primarily on visual observations
and variogram analyses. The estimation of U3O8*density and
density were based on two estimation passes. The block model was
validated using nearest neighbour estimation and by visual
inspection of the block grades relative to composites and swath
plots comparing the ID2 and nearest neighbour model. All blocks
were classified as Inferred.





Exploration, Development and Production





Following on from
the Company’s discovery of the Huskie deposit in 2017, a
revised geological interpretation of the regional Midwest structure
has led to the identification of several target areas on the
eastern portion of the Waterbury Lake property. The target areas
primarily occur where the Midwest structure is interpreted to occur
within, or intersect with, graphite-bearing basement lithologies.
The 2019 exploration program is expected to focus on continued
drill testing of target areas associated with the regional Midwest
Structure, including follow-up on the GB Trend, and initial testing
of the Oban South Trend and Midwest Extension area. Within the
Midwest Extension area, to the southwest of the Midwest deposits,
drill targets have been identified from a DCIP resistivity
completed during the fall of 2018. Additional target areas may
include GB Northeast (electromagnetic target) and the Waterbury
East claim (follow-up of an historic mineralized intersection of
0.32% U3O8
over 1.1 metres in drill hole WAT07-008). The 2019 Waterbury Lake
exploration program includes approximately 7,300 metres of diamond
drilling in 18 holes. The results-driven drilling program is
expected to be completed during the winter season utilizing one
drill rig. No development or production is currently planned for
the project.





2018 Annual Information Form





McClean Lake





The McClean Lake
projects are owned by Denison (22.5%) and its joint venture
partners, Orano Canada (70.0%) and OURD (7.5%). Orano Canada is the
operator/manager of the projects.





Except as
otherwise noted below, the project descriptions are based on the
Company’s technical reports: (A) the “Technical Report
on the Denison Mines Inc. Uranium Properties, Saskatchewan,
Canada” dated November 21, 2005, as revised February 16, 2006
(the “McClean Technical
Report”), (B) the “Technical Report on the Sue D
Uranium Deposit Mineral Resource Estimate, Saskatchewan,
Canada” dated March 31, 2006 (the “Sue D Report”), and (C) the
"Technical Report on the Mineral Resource Estimate for the McClean
North Uranium Deposits, Saskatchewan " dated January 31, 2007 (the
“McClean North Technical
Report”), copies of which are available on the
Company’s
profile on the SEDAR website at www.sedar.com. Scott Wilson RPA
(now Roscoe Postle Associates Inc.) was engaged to prepare and
deliver the McClean Technical Report (authored by Richard E.
Routledge, M.Sc., P. Geo.), the Sue D Report and the McClean North
Technical Report (each authored by Richard E. Routledge, M.Sc., P.
Geo. and James W. Hendry, P. Eng.). Each author was an independent
Qualified Persons for the purposes of NI 43-101. By letter dated
October 20, 2009, Orano Canada received from Scott Wilson RPA
subsequent corrections to the resource estimate in the McClean
North Technical Report, which revisions have been incorporated
herein as applicable.





The conclusions,
projections and estimates included in this description are subject
to the qualifications, assumptions and exclusions set out in the
technical reports. We recommend you read the technical reports in
their entirety to fully understand the project.





Property Description, Location and Access





The McClean Lake
property is located within the eastern part of the Athabasca Basin
in northern Saskatchewan, approximately 26 kilometres west of the
Rabbit Lake mine and approximately 750 kilometres north of
Saskatoon. 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 mineral
property consists of four (4) mineral leases covering an area of
1,147 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 of the terms of the lease. 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. The current mineral leases
have terms that expire between November 2025 and August 2026 and
title to the mineral claims is secure until at least 2038. 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.





The right to use
and occupy the lands at McClean Lake has been granted in a surface
lease agreement with the province of Saskatchewan. The McClean
surface lease was entered into in 2002, has a term until 2035 (33
years) and covers a land area of approximately 3,677
hectares.





The uranium
produced from the McClean Lake deposits is subject to uranium
mining royalties 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.





2018 Annual Information Form


History





Several operators
and related joint ventures have managed the McClean Lake project
from 1968 to present. Their involvement has resulted in the
discovery of several uranium deposits including McClean North,
McClean South, JEB, Sue trend (A,B,C,D,E) and Caribou. Exploration
activities over the project have involved extensive geophysical
surveys, both airborne and ground, in addition to
exploration/delineation diamond drilling.





Uranium
production from the McClean Lake deposits at the onsite McClean
mill facility to date (current to 2018) is approximately 50 million
pounds U3O8. The ore feed for
production is almost entirely sourced from mining activities of the
Sue (A, B, C, and E) and JEB deposits.





1968 – 1974 (Gulf Minerals Canada Ltd.)





From 1968 to
1974, the entire area was held under permit (Permit #8) by Gulf
Minerals Canada Ltd. During this period, Gulf flew an airborne
radiometric survey over the area and conducted reconnaissance and
ground level surveys.





1974 – 1985 (Canadian Occidental Petroleum Ltd)





In 1974 Gulf
reduced their land holding and allowed Permit #8 to lapse. Canadian
Occidental Petroleum Ltd. (“CanOxy”) acquired the ground and
flew a reconnaissance survey over the area in July of that same
year and preceded to stake a 260 square kilometre area called then
the Wolly property (now divided into the McClean Lake and Wolly
properties). CanOxy operated the project from 1974 to 1985 at first
without partners, then in 1977, in partnership with Inco
Ltd.


Initial
exploration consisted of geochemical and ground radiometric
prospecting with follow up drilling. Several geophysical methods
were also used, but correlation with geochemical and radiometric
anomalies was generally poor. In 1977, airborne magnetic and EM
surveys were flown over the property. The results indicated
conductive trends and helped to better define the regional basement
structure and lithology. The first significant discovery came in
1978, when the Tent Lake zone was found along a major conductive
trend. Following this discovery, the emphasis was on geophysical
rather than geochemical or radiometric targets. From 1979 to 1985,
several major discoveries were made based mainly on geophysics and
improved geological interpretations. This included the McClean
North deposit in 1979, the McClean South deposit in 1980, the Candy
Lake zone in 1981 and the JEB deposit in 1982. During this period,
CanOxy completed 781 drill holes for 118,540 metres of drilling;
most of them concentrated in the area now known as the McClean Lake
property.








1985 – 1993 (Minatco / Denison Mines / OURD)





In January 1985,
Minatco entered into a joint venture agreement with CanOxy and Inco
to become the operator of the project. Geophysical and drilling
programs were conducted throughout the project area to follow up
existing mineralized areas, and explore new zones. In 1987, an
additional zone (Pod 5) was found in McClean North. Several very
significant discoveries were also made the following year, in 1988:
two new mineralized zones, Sue A and B were found in the Sue area,
which would lead to the discovery of the highly productive Sue
trend; mineralization was indicated on the McClean South conductor,
west of the McClean Southwest pod; and additional mineralization
was found in McClean North. Additional work in the Sue area over
the next few years, led to the Sue C deposit in 1989, the Sue D
deposit in 1990 and the Sue E deposit in 1991. From 1985 to 1993,
Minatco completed 1,160 drill holes for a total of 171,090 metres
of drilling on the Wolly and McClean Lake projects, most of them
concentrated again in the area now known as the McClean Lake
property. In 1990, the CanOxy-Inco JV sold out to
Minatco.





2018 Annual Information Form


In 1993, Denison
Mines Ltd. exchanged with Minatco a 70% interest in the Midwest
Lake project for a 22.5% interest in the McClean Lake project. OURD
Canada Ltd., a Denison partner, also obtained a 7.5% interest in
McClean. Also in 1993, Orano Canada (formerly Cogema Resources
Inc.) acquired the uranium assets of TOTAL (Minatco in Canada) and
became the operator of the McClean Lake Project.





In 1993, the
joint venture planned to proceed with mine development. The McClean
Lake property was created, and defined as a portion of the Wolly
property outlined by a surface lease (containing the JEB, Sue and
McClean deposits).





Geological Setting, Mineralization and Deposit Types





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.





The McClean Lake
uranium deposits which include the Sue deposits (A to E), McClean
deposits (North and South), Caribou deposit and JEB deposit are
unconformity-related deposits of the unconformity-hosted
variety.





Exploration and Drilling





Exploration
activities including ground geophysics and diamond drilling were
conducted by Orano Canada from 1994 to present. The majority of
exploration has been focused on areas of known mineralization at
McClean North/South, Sue Trend, JEB and the Tent Seal Trend. Other
target areas on the property which have also been subject to ground
geophysics and drilling include Candy Lake, Bena, Vulture and
Moffat Lake. In 2002 the discovery of Caribou, the high- grade
unconformity related uranium deposit was made approximately 2
kilometres northwest of the Sue C open pit. No other significant
discoveries have been made since 2002. During the period 1994 to
2018 Orano Canada completed 98,498 metres of drilling in 505
holes.





Sampling, Analysis and Data Verification





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 (eU%) 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 or resources unless core loss is
significant.





2018 Annual Information Form





Sample intervals
are generally 50 centimetres long, except where higher or lower
grade mineralization boundaries fall within the interval. In that
case, two 25 centimetre 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.





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 (B and C) 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 re-evaluated using computerized methods whereby block
models were constructed and geostatistical methods were
implemented. Much more recently, these mineral resource estimates
have been further refined using Whittle pit optimization software.
Appropriate tests and audits of the databases on all the McClean
deposits have been carried out by past 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 the McClean Technical Report from Scott Wilson RPA (now
Roscoe Postle Associates Inc.) on its mineral reserves and mineral
resources at certain of the deposits (Sue A, B, E and McClean North
and Caribou) at McClean Lake in which Denison has an interest. See
“Mineral Reserves and Mineral Resources”, above, for a
summary of the mineral resource and mineral reserve estimates
remaining, after adjusting for mining activity, as
applicable.





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 Orano
Canada.





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 in 2005 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. 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, but mineral resources have not been
re-estimated.





2018 Annual Information Form


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.





With respect to
the Sue D deposit, the Company received the Sue D Report in 2006,
authored by Scott Wilson RPA. 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 engaged 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 the McClean North
Technical Report on the mineral reserves and resources at the
McClean North uranium project in 2007.





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 and Scott Wilson RPA reviewed the block model and
estimation procedures in October 2009 and made a slight revision to
the mineral resource estimate for the McClean North
deposit.





Mining Operations





McClean Lake
consists of nine known ore deposits: JEB; Sue A, B, C, D and E;
McClean North; McClean South; and Caribou. In 1995, the development
of the McClean Lake project began. Mill construction commenced in
1995 and ore processing activities reached commercial production in
November 1999. Mining operations also commenced, and the following
deposits have been mined out to date: JEB (1996 to 1997), Sue C
(1997 to 2002), Sue A (2005 to 2006), Sue E (2005 to 2008) and Sue
B (2007 to 2008). Various test mining programs from 2006 to date
have also been conducted at McClean North.





At December
2018, the remaining ore reserves consist of a limited quantity of
stockpiled ore from historical Sue B open pit mining operations and
test mining activities at McClean North. Approximately 87,454
tonnes of Sue B ore at a grade of 0.35% U3O8 and 534 tonnes of
McClean Lake North ore (mined via SABRE, as defined below), at an
average grade of 4.78% U3O8, are stockpiled
on surface as at the end of 2018.





2018 Annual Information Form





Other than
continued test mining activities for SABRE, no additional mining
operations are planned at this time.





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 is also expected to be disposed of
in the Sue C Pit. By agreement between the CLJV and the MLJV, costs
to update the Sue Water Treatment Plan and costs to dewater the Sue
C pit for Cigar Lake special waste will be shared 50/50 between the
CLJV and MLJV.





SABRE





The MLJV is
currently assessing the Surface Access Borehole Resource Extraction
(“SABRE”) mining method technology for extraction of
the McClean North deposits. The SABRE technology is experimental
and a feasibility study has not yet been completed. Previous field
tests of the SABRE technology have produced a small amount of ore,
some of which has been processed into U3O8 and some of which
remain in the ore stockpile at December 2018. See
“Denison’s Operations” below.





Processing and Recovery Operations





Processing of the
McClean Lake ore stockpiles is anticipated to occur prior to the
end of life of the McClean Lake mill. Historical processing of the
McClean Lake orebodies through 2000 to 2010 has demonstrated strong
performance, with recoveries above 97%. The MLJV anticipates
processing of the remaining stockpiles to have similar performance
results.





Development and Production





In 2012, Orano
Canada (then AREVA) initiated an internal study evaluating the
feasibility of mining the McClean North, Caribou and Sue D deposits
via conventional underground methods. The internal study was
completed in April 2014; however, no formal technical report has
been prepared by Denison in accordance with NI 43-101 and a
production decision has been deferred due to the low uranium price
environment.





Infrastructure, Permitting and Compliance Activities





The McClean Lake
uranium mill, one of the world’s largest uranium processing
facilities, is currently processing ore from the Cigar Lake mine
under the Cigar Lake toll milling arrangement between the MLJV and
the CLJV. The site has been in operation since the late
1990’s and consists of the mill, a tailings management
facility, administration offices and building, camp facilities,
back-up power supply, water treatment plants and a host of other
minor facilities. The site is connected to the provincial power
grid and provincial highways. Points North Landing Airport provides
transportation to and from site for personnel on a daily
basis.





As a uranium
site, the CNSC permits the operations. On July 1, 2017 the McClean
site received a 10 year license for operations until June 30, 2027.
See “Denison’s Operations”.








2018 Annual Information Form





Midwest





The Midwest
project is owned by Denison (25.17%) and its joint venture
partners, Orano Canada (69.16%) and OURD (5.67%) pursuant to the
Midwest Joint Venture Agreement. Orano Canada is the operator of
the project.





Except as
otherwise noted below, this project description is based on the
project’s technical report entitled “Technical Report
with an Updated Mineral Resource Estimate for the Midwest Property,
Northern Saskatchewan, Canada” dated March 26, 2018 (the
“Midwest Technical
Report”), a copy of which is available on the
Company’s
profile on the SEDAR website at www.sedar.com. The Midwest
Technical Report was authored by Dale Verran, MSc, P.Geo,
Pr.Sci.Nat. and Chad Sorba, P.Geo, of the Company, G. David Keller,
PGeo, formerly of SRK, and Oy Leuangthong, PEng, of SRK. G. David
Keller and Oy Leuangthong are independent qualified persons for the
purposes of NI 43-101.





The conclusions,
projections and estimates included in this description are subject
to the qualifications, assumptions and exclusions set out in the
technical report. We recommend you read the technical report in its
entirety to fully understand the project.





Property Description, Location and Access





The Midwest
property is located within the eastern part of the Athabasca Basin
in northern Saskatchewan. The northern portion of the property is
located on South McMahon Lake, about one kilometre from the Points
North Landing airstrip and about 25 kilometres west by existing
roads from the McClean Lake mill on the McClean Lake property. The
site is approximately 750 km by air north of Saskatoon and about
420 km by road north of the town of La Ronge.





Access to the
Midwest property 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.





The property
consists of three (3) contiguous mineral leases, covering 1,426
hectares and contains both the Midwest Main and Midwest A deposits.
The mineral lease containing the Midwest Main deposit (ML 5115) is
556 hectares in size. Each of the mineral leases is at an annual
assessment rate of $75.00 per hectare and has sufficient approved
assessment credits to maintain the ground in good standing until
2031. There is no current production from these mineral leases.
Leases must be renewed every 10 years as part of an administrative
process.





Since the
completion of the underground test mine at the Midwest Main 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, as well as 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.





2018 Annual Information Form





Location of the Midwest Main and Midwest A deposits on the Midwest
project








2018 Annual Information Form





Any uranium
produced from the Midwest deposits is subject to uranium mining
royalties in Saskatchewan in accordance with Part III of The Crown
Mineral Royalty Regulations. See “Government Regulation -
Canadian Royalties.” 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.





There are no
known significant factors or risks that may affect access, title,
the right, or ability of Orano to perform work at/on the Midwest
property.





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 Main
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 historical mineral reserve containing 35.7
million pounds of U3O8 at an average
diluted grade of 4.5% U3O8, considered to be
mineable by underground methods. This is a historical estimate, not
being treated as current mineral reserves. During this time,
Denison also performed an EM-37survey and geotechnical drilling
on the Midwest Main deposit. Exploration drilling was conducted to
the east (1988) and along the conductive trend to the north of
Midwest Main deposit (1989).





In 1993, the
respective owners of McClean Lake and Midwest combined their
interests to make two complementary projects 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, Orano Canada’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. Orano Canada, 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%. Orano Canada’s interest
increased to 69.16% and OURD’s interest increased to
5.67%.





2018 Annual Information Form





Geological Setting, Mineralization and Deposit Types





The Midwest
deposits are classified as ‘unconformity-type’ uranium
deposits and occur approximately 200 metres below surface
straddling the unconformable contact between overlying Athabasca
Group sandstones and the underlying Paleoproterozoic and Archean
basement rocks belonging to the Wollaston-Mudjatik Transition Zone.
The north-northeast Midwest structural trend that controls the
Midwest Main and Midwest A uranium deposits follows a
steeply-dipping, graphitic pelitic gneiss, basement unit that is
bounded by granitic gneisses or granite to both the east and west.
The sub-Athabasca unconformity surface is relatively flat on a
regional scale, however there is a slight uplift along the
north-northeast Midwest trend and a generally higher elevation to
the east. Fault zones in the basement are often characterized by
brecciation and strong hydrothermal alteration with clay mineral
development. These fault zones generally extend into the overlying
Athabasca Group sandstone.





The Midwest Main
deposit is lens to cigar shaped, 600 metres long, 10 to over 100
metres wide, with thicknesses ranging from 5 metres to 10 metres.
The deposit consists of a near-massive, high-grade mineralized core
that straddles the unconformity approximately 210 metres below
surface. The high-grade core is surrounded by lower-grade, more
dispersed, fracture-controlled mineralization in both sandstone
and, in minor amounts, in basement rocks. The high-grade
mineralization forms a roughly flat-lying lensoid concentration,
with a root extending down into the basement rocks along a
steeply-dipping fault.





The Midwest A
deposit is approximately 450 metres long, 10 to 60 metres wide,
ranges up to 70 metres in thickness and occurs between 150 and 235
metres below surface. Mineralization straddles the unconformity
contact with minor amounts hosted within basement structures
immediately below the unconformity. Thicker zones of mineralization
above the unconformity are concentrated in conglomerate units at
the base of the Athabasca sandstone. Similar to Midwest Main, a
high-grade core of mineralization is surrounded by a lower-grade,
more dispersed, fracture-controlled envelope.





Exploration and Drilling





Under Orano
Canada’s operatorship, exploration activities resumed in
2004. Exploration drilling was initiated some three kilometres to
the northeast of the Midwest deposit to test ground around a
historic hole MW-338 that had returned an isolated intercept of 3.8
metres at 6.9% U3O8. Between 2005 and
2009, a further 50,831 metres of drilling was completed in 191
drill holes on the property, which discovered and delineated the
Midwest A deposit and identified and evaluated several other
mineralized areas, including the Josie Zone, lying between the
Midwest and the Midwest A deposits. 76 of these holes (20,794.9
metres) have intersected the mineralization associated with the
Midwest A deposit. Additional geophysical programs were also
conducted.





The Midwest Main
deposit was intensively drilled in the late 1970’s and 1980s.
Drill holes defining the Midwest deposit include 615 drill holes,
of which 362 are mineralized. By type, these include exploration,
shallow reconnaissance (<100 metres), and geotechnical drill
holes. Between 2004 and 2017, only 11 drill holes have been
completed on the Midwest Main deposit area under Orano
Canada’s operatorship. Four inclined geotechnical holes were
drilled in 2004 and four shallow geotechnical drill holes were
completed in 2006. Three additional exploration drill holes were
carried out within the deposit outlines in 2006 (MW-677, MW-678,
and MW-685).





2018 Annual Information Form


No exploration
work was conducted at Midwest during the period 2010 to 2017. The
winter 2018 drill program comprised 4,709 metres in 12 completed
diamond drill holes. Drilling was conducted on the Points North
conductor (6 drill holes, 2,269 metres) to test exploration
targets, and at Midwest Main (6 drill holes, 2,440 metres) to
collect additional information from the unconformity-hosted
mineralized zone and to test underlying basement targets. The
drilling validated mineralization at the Midwest Main deposit
(based on preliminary radiometric equivalent uranium results), but
did not intersect any high-grade mineralization on the Points North
conductor, or below the Midwest Main deposit within the
basement.





Sampling, Analysis and Data Verification





During 2017,
Orano Canada undertook a comprehensive review of the databases for
both the Midwest Main and Midwest A deposits ahead of an updated
mineral resource estimate. Concerns were identified at both
deposits that needed to be addressed to increase both the
confidence and the accuracy of the final estimate.





Given the
historic nature of the data at Midwest Main a limited amount of
data was readily available digitally: downhole gamma probe
(“probe”) data existed only as paper logs making it
previously unavailable to be used, no comprehensive 3D geological
model was available, perched mineralization was not fully modeled,
and further data QAQC was needed. Midwest A has a much more modern
data set; however, no dry bulk density measurements were available,
the latest drilling from September 2007 to December 2009 was not
taken into account in the previous estimate, and the High Grade
Zone was assigned an average uranium grade rather than performing
grade modelling. Additionally, both deposits required new probe to
chemical uranium assay grade (“grade”) correlations for
the calculation of equivalent uranium (eU), combination of probe
and grade data based on core recovery and probing/drilling
parameters to be available for estimation, updated lithology and
structural models (geological models), and an updated block
model.





Work began with
verifying the grade data against assay certificates and a
historical nine track database from ESSO. Some discrepancies were
noted in the sample locations as well as some of the grades due to
typographical errors. When compared to the original drill logs and
the probe logs, these were able to be rectified.





The Midwest
deposits often have core loss associated with the mineralization,
due to the high amount of clay alteration and quartz dissolution
which makes core recovery while drilling difficult. This results in
gaps in the grade dataset that are typically addressed by using
probe radiometric equivalent uranium (eU) data. Digital probe data
was available for Midwest A, however for Midwest Main most of probe
data was never digitized and remained only available on paper logs.
The paper logs for 218 holes were digitized and added to the
Midwest data set. This was followed up by ensuring the probe data
was depth corrected (depth matched with grade data), as well as the
creation of new probe to grade correlations for both
deposits.





Midwest Main had
a robust density to grade correlation; however, Midwest A did not
have any dry bulk density measurements taken. The only density data
at Midwest A was in the form of specific gravity measurements which
do not take into account porosity and therefore tend to
overestimate the density. Due to the high density of uranium,
density is a vital reference for the expected tonnage of high-grade
uranium deposits, which has a direct effect on the amount of
uranium estimated. Given this uncertainty at Midwest A, previous
resource estimations were forced to use a very conservative grade
to density regression formula to avoid overestimation of resources.
During a 2017 site visit, 25 dry bulk density measurements were
taken from the remaining Midwest A drill core and sent for dry bulk
density and geochemical analyses. A new grade to density regression
formula was established showing an increase to the correlation by
approximately 10%.





2018 Annual Information Form





Various chemical
assay methods have been employed at the Midwest Project prior to
Orano Canada assuming operatorship in 2004. The methods described
herein pertain to the program from 2004 onwards. Drill core with
anomalous total gamma radioactivity (>200 counts per second
utilizing a SPP2 or SPPc scintillometer) was sampled over 0.5 metre
intervals. Sampling is undertaken on site by splitting the core in
half, with one half submitted for analysis and the other half
retained in the core box for future reference. Uranium chemical
assays are performed by the SRC Lab located in Saskatoon. Sample
preparation involves crushing and pulverizing core samples to 90%
passing -106 microns. Splits of the resultant pulps are initially
submitted for multi-element ICP-MS analysis following partial
(HNO3:HCl) and total
(HF:HNO3:HClO4) digestions.
Samples with ≥ 1,000 ppm U (partial digest) are re-assayed
for U3O8 using an ISO/IEC
17025:2005 accredited method for the determination of U3O8 weight %. Pulp
splits are digested using aqua-regia and the solution analyzed for
U3O8 weight % using
ICP-OES.





For composite
exploration samples, collected over 20 metre (upper sandstone) or
10 metre intervals (lower sandstone and basement), major and trace
elements are determined using ICP-MS or ICP-OES after partial and
total digestions. Boron values are obtained through NaO2/NaCO3 fusion followed
by ICP-OES. In addition to internal checks by the SRC Lab, Orano
has rigorous QAQC procedures including the insertion of standard
reference materials, blanks and field duplicates.





For mineral
resource estimation purposes, wherever core recovery was less than
75%, the eU values derived from a calibrated downhole gamma probe
are substituted for chemical assays where possible. Core recovery
at Midwest Main is typically good with poorer recovery observed at
Midwest A. For the Midwest A and Midwest Main updated mineral
resource estimates reported herein, 64% and 16% of the assay
intervals relied on eU grades, respectively.





Orano Canada has
performed detailed QAQC and data verification, where possible, of
all datasets, which in Denison’s opinion are in accordance
with industry best practice. Denison has performed additional QAQC
and data verification of the drilling database including review of
the QAQC methods and results, verification of assay certificates
against the database assay table, review of downhole probe and eU
calculation procedures, standard database validation checks and two
site visits to the Midwest project in early 2018. Denison has
reviewed Orano Canada’s procedures and protocols and
considers them to be reasonable and acceptable for mineral resource
estimation.





Mineral Processing and Metallurgical Testing





Several programs
of metallurgical testing have been carried out on Midwest Main
mineralization. The two main studies were by Melis Engineering in
1990 and by SEPA (Service d’Études, de
Procédés et Analyses, engineering department of the Orano
Group in France) in 1998. Both studies show that good metallurgical
recovery of uranium can be achieved. The current McClean mill
milling process differs from what was planned by Melis as a
separate facility was planned in the study. The leaching tests done
by SEPA on the Midwest Main mineralization samples showed that
99.5% of uranium could be extracted using these
conditions:


● Leach
time 24 hours


● Acid
addition 120 kg/tonne


● Free acid
at end of test 25 g/l


●
Oxidation, 02 at 2 bar pressure


● Redox
470 m.v.





2018 Annual Information Form


The current
process for Cigar Lake ore being processed at the McClean mill
requires an eight hour leaching time which is substantially less
than what is proposed as optimal for Midwest Main ore (24 hours).
As the mill has recently undergone upgrades, it is expected these
leaching times will be reviewed.





The test work has
demonstrated that a metallurgical recovery for uranium of 98% from
Midwest Main mineralization can be obtained.





The Midwest Main
deposit has a relatively high amount of arsenic (5-10% overall),
which could affect the water quality discharge from the mill if not
properly precipitated into the tailings. The SEPA study proposed
using ferric sulphate to precipitate the arsenic in the tailings.
Currently the mill is addressing moderate arsenic levels in the
Cigar Lake ore feeds using barium chloride and ferric sulphate to
precipitate it from solution.





Test work was
conducted by Denison in 1992 at Lakefield Research to determine if
the recovery of nickel and cobalt was feasible along with the
extraction of uranium (Lakefield Research, 1992). Test work
indicated that a precipitate with good grades of nickel and cobalt
could be produced from a raffinate solution after the arsenic and
radium are precipitated. It is estimated that an overall process
recovery of 54% for both nickel and cobalt could be
achieved.





The McClean mill
has seen many upgrades and changes since the 1992 and 1998 studies
were conducted. Review of the studies and additional metallurgical
testing will likely need to be conducted prior to mining of Midwest
Main.





There has been no
mineral processing or metallurgical test work completed on the
Midwest A deposit.





Mineral Resource Estimates





The Company
retained SRK to independently review and audit an updated mineral
resource estimate for the Midwest project completed by Orano Canada
in November 2017. The review and audit was done in accordance with
CIM Definition Standards (2014) and NI 43-101. The Company received
a memorandum from SRK dated March 9, 2018, which was incorporated
into the Midwest Technical Report. See “Mineral Reserves and
Mineral Resources”, above, for a summary of the mineral
resource estimate for the Midwest project.





In November 2017,
Orano Canada provided Denison with a comprehensive project database
consisting of drill hole data, mineralized wireframes and block
models for both the Midwest Main and Midwest A deposits. The
Midwest database was sent to SRK to conduct review and audit of the
updated mineral resource estimate completed by Orano Canada. For
the audited mineral resource estimate, SRK used data collected from
several drilling campaigns completed between 1977 and 2009,
including a total of 156 drill holes for Midwest A and 305 drill
holes for Midwest Main. The audited mineral resource estimate
includes expanded Low Grade and High Grade zones for Midwest A and
three primary mineralized zones at Midwest Main, namely
Unconformity, Perched and Basement zones. A summary of the audited
estimation methodology and for Midwest A and Midwest Main are
described below.





The Midwest A
block model consists of two main mineralized domains, Low Grade and
High Grade zones constructed using a 0.05% U cut-off with minimum
thickness of two metres and 10.0% U cut-off with minimum thickness
of one metre, respectively. A perched zone was identified, but was
not considered for resource estimation. The Midwest A deposit
consists of data from 113 boreholes of which 69 boreholes intersect
the mineralization itself.


2018 Annual Information Form


Grades are
comprised of 64% eU data, derived from a calibrated downhole gamma
probe, and 36% chemical assay data. Sample data were composited to
one metre length. An accumulation-like approach was used, wherein
GxD (where grade is in percent uranium) and density were estimated
into a three-dimensional block model, constrained by wireframes in
two passes using ordinary kriging. The grade was then calculated
into each block by dividing the estimated GxD by the estimated
density. A block size of 5 by 5 by 2 metres was selected. Search
radii were based on variogram analyses with a relatively flat
ellipsoid used aligned roughly to the unconformity
surface.





Grade capping was
not performed, however, the treatment of high grades was considered
during estimation by limiting the influence of GxD composites
greater than 20 and density composites greater than 3, to a
neighbourhood of 7.5 cubic metres within the low-grade zone.
Classification is based on drillhole spacing, with blocks
classified as Indicated only found in the sandstone and upper
basement portion of the Low Grade zone with drillhole space of 30
metres or less. The lower basement and all other sandstone blocks
are classified as inferred mineral resources.





The Midwest Main
block model considered three main mineralized domains: one
Unconformity, 19 Perched and a one Basement zone constructed using
a 0.05% U cut-off with minimum thickness of two metres. The Midwest
Main deposit consists of data from 305 boreholes that intersected
the mineralization, with new downhole gamma probe eU data for
unsampled locations or in areas of poor core recovery (less than
75% core recovery). Grades are comprised of 16% eU data, derived
from a calibrated downhole gamma probe, and 84% chemical assay
data.Sample data were
composited to one metre length.





Similar to
Midwest A, two attributes, density and GxD, were calculated into
each block using ordinary kriging, and the uranium grade was then
calculated by dividing the estimated GxD by the estimated density.
A block size of 5 by 5 by 2 metres was selected. Search radii were
based on variogram analyses with a relatively flat ellipsoid used
aligned roughly to the unconformity surface. Capping was not
performed, however, higher grade composites were limited to a
5-cubic-metre neighbourhood of influence. This was applied to all
zones, with high grade thresholds varying by zone. Classification
is based on estimation passes, with blocks classified as Indicated
only in the Unconformity zone and in regions of tight borehole
spacing up to a nominal spacing of 17.5 metres. All other blocks
are classified as inferred mineral resources.





Exploration, Development and Production





In early 2007,
Orano Canada completed an internal study evaluating the feasibility
of mining the Midwest Main deposit via open pit mining methods and
processing the resulting ore at the McClean Lake mill. In November
2007, the Midwest Joint Venture partners made a formal production
decision to proceed with the development of the Midwest Main
deposit. Subsequently, in November 2008, the Midwest Joint Venture
partners announced that the development of the Midwest Main project
would be delayed for an indefinite period due to delays and
uncertainties associated with the regulatory approval process,
increasing capital and operating cost estimates and the depressed
state of the uranium market at the time.





After several
years of environmental assessments and consultation, the final
version of the Midwest Project Environmental Impact Statement
(“EIS”) was submitted to provincial and federal
governments in September 2011. A Comprehensive Study Report was
drafted by the CNSC and circulated for federal, provincial and
aboriginal review, and in September 2012, the Midwest EIS was
approved. At this time, no development, production or exploration
work is planned.





2018 Annual Information Form





Other Properties, Athabasca Basin, Saskatchewan





Results from the
2018 programs at Denison’s highest priority non-material
properties are discussed below. For Sampling, Analysis and Data
Verification Procedures with respect thereto, see “Athabasca
Exploration: Sampling, Analysis and Data
Verification”.





Hook-Carter





The Hook-Cater
property is owned 80% by Denison and 20% by ALX. Denison has agreed
to fund ALX's share of the first CAD$12 million in expenditures.
The Hook-Carter property consists of 80 claims covering 24,229
hectares and is located in the western portion of the Athabasca
Basin. The project is highlighted by 15 kilometres of strike
potential along the prolific Patterson Lake Corridor
(“PLC”) – host to the Arrow deposit (NexGen
Energy Ltd.), Triple R deposit (Fission Uranium Corp.), and
Spitfire discovery (Purepoint Uranium Group Inc., Cameco, and Orano
Canada), which occur within 8 to 20 kilometres of the property. The
property is significantly underexplored compared to other
properties along this trend, with only five of eight historic drill
holes located along the 15 kilometres of PLC strike length. The
property also covers significant portions of the Derkson and Carter
Corridors, which provide additional priority target areas. During
2018, an additional 3,707 hectares (35 claims) were acquired which
extended the prospective strike length of the Derksen Corridor up
to 17 kilometres.





As part of its
ongoing reconnaissance exploration at Hook-Carter, Denison
completed a winter and summer diamond drilling program during 2018
totalling 6,960 metres in nine holes. The 2018 inaugural drilling
programs were designed to test an initial set of geophysical
targets on a regional scale along 7.5 kilometres of the 15
kilometres of PLC strike length at Hook-Carter. The nine holes
completed successfully identified multiple prospective trends with
geological features commonly associated with Athabasca Basin
uranium deposits, including hydrothermal alteration in both the
sandstone and the basement lithologies associated with graphitic
basement structures.





A diamond
drilling program, consisting of approximately 3,900 metres in 6
holes, is planned for winter 2019. The program is designed to
complete the first phase of reconnaissance exploration along 7.5
kilometres of the PLC. The drill targets include both
electromagnetic (“EM”) and resistivity targets from
2017 ground surveys, which are coincident with positive exploration
vectors identified from detailed geochemical and clay analysis of
2018 drilling results. Completion of these targets, in addition to
targets drilled in 2018, will result in a widely-spaced drill hole
coverage, with an approximate 1,200 metre spacing along strike, on
the southwestern portion of the PLC at Hook-Carter –
providing a first pass evaluation and a valuable regional dataset
to enable prioritization of follow-up drilling.





South Dufferin





The South
Dufferin project is a 100% Denison owned property comprised of
15,698 hectares in 6 claims and is located immediately south of the
southern margin of the Athabasca Basin in northern Saskatchewan.
The property covers the southern extension of the Virgin River
Shear Zone, which hosts known high-grade uranium mineralization at
Cameco’s Dufferin Lake zone approximately 13 kilometres to
the north (highlight of 1.73% U3O8 over 6.5 metres)
and Cameco’s Centennial deposit approximately 25 kilometres
to the north (includes intersections up to 8.78% U3O8 over 33.9
metres). These historical drill results are available on the
Saskatchewan Mineral Assessment Database (SMAD). Exploration
potential exists for basement-hosted uranium mineralization
associated with the Dufferin Lake fault and parallel faults within
the Virgin Lake Shear zone. A summer 2018 diamond drilling program
was completed in July 2018, which included 1,331 metres of diamond
drilling in nine holes. The reconnaissance program was designed to
test targets identified across the property from soil geochemical
and ground electromagnetic surveys. The drill holes successfully
intersected graphitic rocks, often associated with faulting,
however no radioactivity was encountered and only minor
hydrothermal alteration was noted in two holes.





2018 Annual Information Form


Other Denison Athabasca Projects





Denison’s
other Athabasca projects range in exploration maturity and present
numerous exploration opportunities. Denison continuously reviews
its significant land package with a view to generating new
exploration targets or creating spin-out
opportunities.





Projects
(as at Dec 31, 2018)
Denison
% Ownership
JV Partner
# Claims
HectaresBachman
Lake
100%
N/A
5
11,419Bell
Lake
100%
N/A
8
23,642Brown
Lake
100%
N/A
4
1,853Candle
Lake
44.62%
Uranium
One Inc./JCU
1
2,595Crawford
Lake
100%
N/A
5
11,800Darby
59.49%
Uranium
One Inc.
9
16,721Epp
Lake
100%
N/A
2
1,586Ford
Lake
100%
N/A
8
10,924Hatchet
Lake
70.15%
Eros
Resources Corp.
8
19,340Jasper
Lake
100%
N/A
1
900Johnston
Lake
100%
N/A
7
24,598Lynx
Lake
59.49%
Uranium
One
1
1,274Mann
Lake
30.00%
Cameco/Orano
2
3.407Marten
100%
N/A
2
5,008Moon
Lake
59.49%
Uranium
One Inc.
2
4,590Moon
Lake North
100%
N/A
5
788Moon
Lake South
51.00%(1)
CanAlaska
1
2,716Murphy
Lake
82.58%
Eros
Resources Corp.
7
12,038Packrat
100%
N/A
2
2,102Park
Creek
49.00%
Cameco
8
7,798Perpete
Lake
100%
N/A
2
1,058Russell
Lake
37.82%
Cameco/Boyko
1
355Stevenson
River
100%
N/A
1
3,751Torwalt
Lake
100%
N/A
1
812Turkey
Lake
100%
N/A
1
3,789Waterbury
North
100%
N/A
1
39Waterbury
South
100%
N/A
7
1,145Waterfound
14.42%
Orano
Canada/JCU
25
11,670Waterfound
North
59.49%
Uranium
One Inc.
4
4,124Wolly
21.89%
Orano
Canada/JCU
17
23,700Wolverine
100%
N/A
5
7,705


Notes:


(1)
 Subject of an option agreement between Denison
and CanAlaska Uranium Ltd., pursuant to which Denison can earn up
to a 75% interest in the property.





2018 Annual Information Form





ATHABASCA EXPLORATION: SAMPLING, ANALYSIS AND DATA
VERIFICATION





Unless otherwise specifically disclosed herein,
the following describes the procedures and protocols for all
Athabasca exploration programs operated by Denison in reference to
drill hole surveying, downhole radiometric surveying, core logging,
core sampling, sample preparation methods, analytical procedures,
Quality Assurance and Quality Control (“QAQC”) and data verification. For Sampling,
Analysis and Data Verification procedures employed by other
operators, past or present, on projects in which Denison holds an
ownership interest, refer to those project sections within the AIF,
specifically for McClean Lake, Midwest and Waterbury
Lake.





Drill Hole Surveying





Drill
collars are typically sited and surveyed in the field using a
Differential Global Positioning System (“DGPS”) to
determined accurate coordinates and elevation. The drill rig
azimuth and dip is aligned using a field compass (set to the
appropriate magnetic declination) or a rig alignment tool. The
trajectory of all drill holes is determined with a Reflex survey
instrument in single point mode, which measures the dip and azimuth
at 50 metre intervals down the hole.





Downhole Radiometric Probe Surveying





When possible,
all drill holes are surveyed immediately after drilling with a
downhole radiometric probe to measure natural gamma radiation. Each
survey consists of either a HPL2375 single sodium iodide (NaI)
scintillation crystal tool or a 2GHF-1000 triple gamma (one sodium
iodide crystal and two ZP1320 high flux Geiger-Mueller (GM) tubes)
tool attached to a MX-Series winch with a MGX data recorder
connected to a portable computer. All logging instruments are
manufactured by Mt. Sopris Instruments Inc., Denver CO and powered
by a portable Honda generator.





Downhole logging
measurements are completed within the drill rods for both down and
up survey runs using MSLog software provided by Mt Sopris. Logging
speeds are maintained at approximately 10 metres/minute. Individual
data recordings are stored separately for each run on a portable
laptop computer.





Total count
measurements from each survey are converted to equivalent grade
U3O8 % (e
U3O8)
values using conversion coefficients derived from calibration
facilities at the SRC pits located in Saskatoon, Saskatchewan. The
calibration facilities allow for regular checks on both probes and
probing equipment and to monitor or determine maintenance issues
before field operations begin. This site consists of four
mineralized holes, with isolated uranium concentrations of 1.4,
1.6, 1.6 and 0.21 metres wide with U grades varying from 0.063,
0.29, 1.25 and 4.07%, respectively. Individual probes are
calibrated using the NaI crystal measurements a minimum of two
times per year, normally before and after the winter and summer
field seasons. Survey results are also corrected for attenuation of
signal in water and for the thickness of steel pipe in the hole. GM
tubes are checked for drift at the site, however calibration
factors for these probes was derived separately using direct
comparisons of total count values with assay core results as high
as 80% U3O8. The
“in-situ” nature of this calibration procedure allows
for a wider spectrum of predicted results than using the SRC
calibration facilities.





The Company
typically reports preliminary radiometric equivalent grades
(“e U3O8”), derived
from a calibrated downhole total gamma probe, during its
exploration programs and subsequently reports definitive assay
grades following sampling and chemical analysis of the mineralized
drill core.





2018 Annual Information Form





Core Logging





Denison employs
suitably qualified persons to log all drill core in detail at
dedicated, custom-built core logging facilities proximal to
drilling operations. Routine logs completed for each drill hole
include lithology, sandstone texture, paleoweathering,
mineralization, alteration, structure (interval and point),
geotechnical and gamma (handheld scintillometer). Where required
for geophysical survey reconciliation, additional logs may include
magnetic susceptibility and other physical property measurements.
For advanced projects where mining studies may be applicable
geotechnical logs are expanded and may also include point load
testing. All logging data, together with collar and survey
information and a drill hole summary, are uploaded to a DH Logger
database with central storage on Denison’s server at the
Saskatoon office. In addition, drill core is photographed, both wet
and dry, before it is stored at project sites either in racks or as
cross-stacks. Drill core handling and sampling protocols are in
accordance with industry best practices.





Core Sampling, Sample Preparation and Assaying





Assay Samples





Denison submits
drill core samples for chemical U3O8 assay for all
mineralized intervals, where core recovery permits. Mineralized
intervals are identified by handheld scintillometre and confirmed
by downhole gamma probe logs. All mineralized core is broken into
approximate 10 centimetre pieces and measured with a handheld
scintillometer (RS-120 or RS-125) by removing each piece of drill
core from the ambient background, noting the most pertinent
reproducible result in counts per second (“cps”), and carefully returning it
to its correct place in the core box. Any core registering over 500
cps is marked for sampling, typically over 50 centimetre intervals.
A threshold of 300 cps has been used at Wheeler River’s
Gryphon deposit since the beginning of 2017. Additional
non-mineralized ‘shoulder’ samples are marked over 50
centimetre intervals to flank both ends of the mineralized
intervals. In areas of strong mineralization more than one sample
on either end is sometimes required. All core samples are split in
half with a hand splitter according to the sample intervals marked
on the core. One-half of the core is returned to the core box for
future reference and the other half is tagged and sealed in a
plastic bag. Bags of mineralized samples are sealed for shipping in
metal or plastic pails depending on the radioactivity
level.





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 laboratory without outside
contact.





All drill core
U3O8 assays are
conducted by the SRC Lab.The assay sample preparation and
analytical procedures 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 and
processed according to location (sandstone or basement origin) and
level of radioactivity.


●
 Sample preparation includes
drying, jaw crushing to 60% passing -2 millimetres and pulverizing
to 90% passing -106 microns.





2018 Annual Information Form





●
 The resultant pulp is split
and digested using a two-acid partial digest (HNO3:HCl) and a
three-acid ‘total’ digest (HF: HNO3:HClO4) and the
respective solutions analyzed for multi-elements, including
uranium, using ICP-OES (SRC Lab analytical method ICP1). Boron
values are obtained through NaO2/NaCO3 fusion followed
by ICP-OES.


●
 When uranium partial values,
as obtained above, are ≥1,000 ppm, sample pulps are
re-assayed for U3O8 using SRC
Lab’s ISO/IEC 17025:2005 accredited method for the
determination of U3O8 wt%. A split of
the sample pulp is digested using aqua-regia (HCl:HNO3 in the ratio 3:1)
and the solution analyzed for U3O8 wt% using
ICP-OES.F





Bulk Dry Density Sampling





In addition,
samples are routinely collected from mineralized intersections for
bulk dry density determination as required for mineral resource
estimation. Density samples are typically collected at a frequency
of one density sample per 10 assay samples (i.e. 1 sample for every
5 metre interval), also ensuring the density samples are
representative of the uranium grade range and the different domains
of the deposit. The density samples comprise half-split core over
10 centimetre intervals, and for each sample, the depth, rock type
and gamma scinitllometre reading is recorded. The samples are sent
to the SRC Lab for analysis along with the mineralized core samples
for assay. At the SRC Lab, the density samples are first weighed as
received and then submerged in de-ionized water and re-weighed. The
samples are then dried until a constant weight is obtained. The
sample is then coated with an impermeable layer of wax and weighed
again while submersed in de-ionized water. Weights are entered into
a database and the bulk density of each sample is calculated. Water
temperature at the time of weighing was also recorded and used in
the bulk density calculation. Following bulk density determination,
the samples are sent for uranium assay using SRC Lab’s
ISO/IEC 17025:2005 accredited method for the determination of
U3O8 wt% in order to
ensure a direct correlation can be made between density and assay
values.





Exploration Samples





Three other types
of drill core samples are collected during routine exploration, the
results of which are used to prioritize drill holes for follow-up
exploration or determine geochemical and/or alteration vectors
toward mineralization, as follows:





1.
 Composite geochemical samples
are collected over approximately 10 metre intervals in the upper
Athabasca sandstone and in fresh lithologies beneath the
unconformity (basement) and over 5 metre intervals in the basal
sandstone and altered basement units. The samples consist of 1
centimetre to 2 centimetres disks of core collected at the top or
bottom of each row of core in the box over the specified interval.
Care is taken not to cross lithological contacts or stratigraphic
boundaries. These samples are submitted to the SRC Lab for sample
preparation and multi-element analysis. The same sample preparation
procedures are used as described above for U3O8 assay samples.
The pulps are analyzed using the ICPMS Exploration Package which
includes a total digest (HF:HNO3:HCIO4) and partial
digest (HNO3:HCl) followed by
ICP-MS analysis. Boron values are obtained through NaO2/NaCO3 fusion followed
by ICP-OES.





2.
 Representative/systematic
core disks (one to five centimetres in width) are collected at
regular 5 metre to 10 metre intervals throughout the entire length
of core until basement lithologies become unaltered. These samples
are analyzed for clay minerals using reflectance spectroscopy.
Samples for reflectance clay analyses are analyzed by Denison using
an ArcSpectro FT-NIR ROCKET spectrometer and sent to AusSpec
International Ltd. (AusSpec) for interpretation.





2018 Annual Information Form


3.
 Select spot samples are
collected from significant geological features (i.e. radiometric
anomalies, structure, alteration etc.). Core disks 1 to 2
centimetres thick are collected for reflectance spectroscopy and
split core samples are collected for geochemical analysis. The same
reflectance spectrometry or geochemical procedures as described
above are used.





These sampling
types and approaches are typical of uranium exploration and
definition drilling programs in the Athabasca Basin.





Data Handling





After the
analyses are completed, analytical data are securely sent using
electronic transmission of the results, by the SRC Lab 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
(“assay certificates”) and a Microsoft Excel
spreadsheet file containing only the analytical results. Analytical
data received from the lab is imported directly into
Denison’s DH Logger database. The data is subject to
validation using triggers built into the database to identify blank
or standard assays that fall outside the accepted limits that
require re-analysis. Field duplicates are validated using control
charts. The laboratory is notified immediately of any problematic
samples or batches and these are re-analyzed. Assay values that
fall below the method detection limit (MDL) are reported by the lab
as ‘less than’ values (<MDL). These values are
automatically replaced by half MDL by the database during import.
The database is backed up on- and off-site every day.





QAQC





The SRC Lab has
an internal QAQC program dedicated to active evaluation and
continual improvement in the internal quality management system.
The laboratory is accredited by the Standards Council of Canada as
an ISO/IEC 17025 Laboratory for Mineral Analysis Testing and is
also accredited ISO/IEC 17025:2005 for the analysis of
U3O8.
The laboratory is licensed by the Canadian Nuclear Safety
Commission (CNSC) for possession, transfer, import, export, use,
and storage of designated nuclear substances by CNSC Licence Number
01784-1-09.3. As such, the laboratory is closely monitored and
inspected by the CNSC for compliance. All analyses are conducted by
the SRC Lab, which has specialized in the field of uranium research
and analysis for over 30 years. The SRC Lab is an independent
laboratory, and no associate, employee, officer, or director of
Denison is, or ever has been, involved in any aspect of sample
preparation or analysis on samples. The SRC Lab uses a Laboratory
Management System (LMS) for Quality Assurance. The LMS operates in
accordance with ISO/IEC 17025:2005 (CAN-P-4E) “General
Requirements for the Competence of Mineral Testing and Calibration
Laboratories” and is also compliant to CAN-P-1579
“Guidelines for Mineral Analysis Testing Laboratories”.
The laboratory continues to participate in proficiency testing
programs organized by CANMET (CCRMP/PTP-MAL).





The SRC Lab
routinely inserts standard reference materials and blanks into
batches of the Company’s samples as an internal check on
accuracy and contamination. Quality control samples (reference
materials, blanks, and duplicates) are included with each
analytical run, based on the rack sizes associated with the method.
Before the results leave the laboratory, the standards, blanks, and
split replicates are checked for accuracy, and issued provided the
senior scientist is fully satisfied. If for any reason there is a
failure in an analysis, the sub-group affected will be re-analyzed,
and checked again. A Corrective Action Report will be issued and
the problem is investigated fully to ensure that any measures to
prevent the re-occurrence can and will be taken. All human and
analytical errors are, where possible, eliminated. If the
laboratory suspects any bias, the samples are re-analyzed and
corrective measures are taken.





2018 Annual Information Form


Denison
has developed several QAQC procedures and protocols for all
exploration projects to independently monitor laboratory
performance which include the analysis of uranium standards,
blanks, field duplicates and exploration standards, as
follows:





Uranium
Standards - Due to the
radioactive nature of the standard material, insertion of the
standard materials is preferable at the SRC Lab instead of in the
field. During sample processing, the appropriate standard grade is
determined, and an aliquot of the appropriate standard is inserted
into the analytical stream for each batch of materials assayed.
Uranium standards are typically inserted at a minimum rate of 1 in
every 40 samples. For the Wheeler River project up until the end of
2018, Denison used standards provided by Joint Venture partner
Cameco for uranium assays. Six Cameco uranium assay standards were
prepared for use in monitoring the accuracy of uranium assays
received from the laboratory. For Wheeler River from 2019 and
onward, and for other Denison projects, a suitable matrix-matched
Certified Reference Material (“CRM”) is used as a
standard.





Blanks
- Denison employs a lithological blank
composed of quartzite to monitor the potential for contamination
during sampling, processing, and analysis. The selected blank
consists of a material that contains lower contents of
U3O8
than the sample material but is still
above the detection limit of the analytical process. Due to the
sorting of the samples submitted for assay by the SRC Lab based on
radioactivity, the blanks employed must be inserted by the SRC Lab
after this sorting takes place, in order to ensure that these
materials are ubiquitous throughout the range of analytical grades.
In effect, if the individual geologists were to submit these
samples anonymously, they would invariably be relegated to the
minimum radioactive grade level, preventing their inclusion in the
higher radioactive grade analyses performed by the SRC Lab. Blanks
are typically inserted at a minimum rate of 1 in every 40 samples.
For the Wheeler River project up until the end of 2018, Denison
used blanks provided by Joint Venture partner Cameco. For Wheeler
River from 2019 and onward, and for other Denison projects, other
suitable blank material is used, as provided by the SRC
Lab.





Field
Duplicates - The Company
inserts duplicate samples in the sample stream as a check on the
precision of the SRC Lab. Core duplicates are prepared by
collecting a second sample of the same interval, through splitting
the original sample, or other similar technique, and are submitted
as an independent sample. Duplicates are typically submitted at a
minimum rate of one per 25 samples. The collection may be further
tailored to reflect field variation in specific rock types or
horizons.


Exploration
Standards – Denison has
prepared three in-house ‘exploration standards’ to
independently monitor laboratory performance during the processing
of routine drill core exploration samples. These standards aim to
test laboratory accuracy and precision for a variety of trace
metals at low levels, as required for Athabasca uranium
exploration.





Assay Checks
– In addition to the QAQC
described above, up until the end of 2018, Denison sent one in
every 25 U3O8
assay samples to the SRC Lab’s
Delayed Neutron Counting (DNC) laboratory, a separate umpire
facility located at the SRC Lab in Saskatoon, to compare the
uranium values using two different methods, by two separate
laboratories. All radioactive samples are monitored and recorded as
per CNSC licence 01784-1-09.0. Decommissioning of the SRC
Lab’s DNC facility is planned for early 2019. The SRC Labe is
planning to have an X-ray fluorescence (“XRF”) lab
running in the spring of 2019 for umpire analyses, which will
operate on a similar independent basis as the DNC facility.
Furthermore, down hole radiometric probe results provide equivalent
uranium data (eU3O8)
that is used internally by the Company for comparisons with the SRC
Lab U3O8
results.





2018 Annual Information Form


Data Verification





Denison
engages with independent consultants for estimation of mineral
resources on its mineral properties in accordance with CIM
Definition Standards (2014) in National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI
43-101”). In this regard, the independent consultants
undertake rigorous data verification including, but not limited to,
Denison’s field procedures, databases and assay
results.





Prior to public disclosure of drilling results,
including preliminary radiometric equivalent grades
(“eU3O8”)
and chemical assay grades (“U3O8”),
the results are subject to data verification by Qualified Persons
employed by Denison. This includes checks of 10 to 20% of the
results (typically as composited intervals) against non-composited
eU3O8 determinations and laboratory assay
certificates.





2018 Annual Information Form





DENISON’S OPERATIONS





McClean Lake Mill





The MLJV owns a
state of the art uranium processing facility located on the eastern
edge of the Athabasca Basin in northern Saskatchewan, approximately
750 kilometres north of Saskatoon. Orano Canada is the
operator/manager of the facility.


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.





In 2016, mill
expansion, construction and licensing were completed and the
licensed production capacity of the mill was increased to 24
million pounds U3O8 per year. This
increased licensed capacity allowed for the processing of 100% of
ore production from the Cigar Lake mine, expected to be 18 million
pounds U3O8 per year, and the
flexibility to mill ore from other sources.





Operations





The McClean Lake
mill began production of uranium concentrates in 1999, with the
first ore fed to the mill on June 22, 1999 and commercial
production achieved on November 1, 1999. The mill operated until
the end of June 2010, producing approximately 50 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.
In 2014, the mill processed over 456,800 pounds of U3O8 with a 97.5%
recovery rate. Mill feed consisted of a blend of Cigar Lake ores
and stockpiled Sue B and McClean Lake North ores (mined via SABRE).
In 2015, production ramped up and the mill produced approximately
11.3 million pounds of U3O8 with a 98.9%
recovery rate.





In 2016, the mill
produced 17.3 million pounds of U308 with a 99%
recovery, and mill feed was all Cigar Lake ore. In both 2017 and
2018, the mill produced just over 18.0 million pounds of
U3O8 with recoveries
at approximately 99%, processing 100% mill feed from Cigar Lake.
The table below shows the operating statistics for McClean Lake
over the last five years.





McClean Lake Operations
2018
2017
2016
2015
2014Ore Milled
(thousand tonnes)
42,624
36,374
36,682
24,912
8.4Average Grade (%
U3O8)
19.19
22.78
21.39
20.61
2.85MLJV Production
(thousand pounds U3O8)
-
-
-
10.7
112.4Denison’s
share MLJV Production (thousand pounds U3O8)
-
-
-
2.4
25.3Toll Mill
Production (thousand pounds U3O8)
18,018
18,015
17,333
11,294
344.4





For information
pertaining to taxes and royalties, see “Government Regulation
– Saskatchewan Royalties” and “Government
Regulation – Canadian Income and Other
Taxes.”





2018 Annual Information Form


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. Several key regulatory achievements were
completed in 2017 for McClean Lake: (a) the issuance by the CNSC of
a 10 year license for operation of both McClean and Midwest
projects; (b) the receipt of renewal of provincial approvals to
operate for a 6 year term, expiring on October 31, 2023; and (c)
CNSC approval to expand the existing tailings facility up to an
elevation of 448 meters above sea level (“m ASL”). Historically CNSC issued
Mine Operating Licences were granted for a 5 year term, but in 2009
the McClean Lake operations received an 8 year term and in 2017 was
granted a further 10 year term: UMOL-MINEMILL-McLEAN.00/2017 (the
“Mine Operating
License”) which is valid for the period July 1,
2017 to June 30, 2027. In addition to renewal of all previously
licensed activities, the current licence authorizes mining of the
McClean North deposits using hydraulic borehole mining methods
(SABRE) and includes the care and maintenance activities at the
Midwest site.





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 McClean tailings management facility
(“TMF”), tailings are deposited sub-aqueously from a
barge. This procedure minimizes tailings segregation, reduces
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.





Under the
regulatory approved TMF Optimization project, the tailings capacity
of the TMF was increased in two stages. In the period 2013 to 2018,
the TMF Optimization project was completed which involved the
sloping of the TMF walls and the placement of a bentonite liner to
increase the TMF capacity up to an elevation of 443 m
ASL.





A second project,
called TMF Expansion, entails adding additional tailings capacity
over and above that created through the TMF Optimization project.
The project entails increasing the final consolidated tailings
elevation of the TMF up to 448 m ASL. On April 19, 2017, the MLJV
received regulatory approvals for the TMF expansion project.
Following receipt of regulatory approvals, construction activities
were initiated in 2018 with re-sloping of the pit walls,
installation of a new tailings pipe bench, decommissioning of 12
dewatering wells and the relocation of the contaminated landfill
from the TMF to the Sue C site. In 2019, construction activities
are expected to continue to increase the liner height up to an
elevation of 448 m asl. Additional expansion above this elevation
will occur as required in future years.





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.





As a result of
delays in the startup of the Cigar Lake mine 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 a considerable portion of
the McClean Lake stand-by costs, with the relative proportion of
the stand-by costs paid by each party calculated on the basis of
the percentage of mineral reserves between the McClean Lake and
Cigar Lake joint ventures.





2018 Annual Information Form
 
 In 2011, the CLJV
and the MLJV agreed to amend the toll milling agreement. Under the
new milling arrangement, the McClean Lake operation is 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 has been further expanded to an annual licensed capacity
of 24.0 million pounds U3O8. 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”) were paid or
will be paid for by the CLJV.





Cigar Lake Toll Milling – APG Transaction





Pursuant to the
APG Transaction in February 2017, certain of Denison’s
interests in the Cigar Lake toll milling proceeds have been sold to
APG and its subsidiary Centaurus Royalties Ltd.
(“Centaurus”)
for aggregate gross proceeds to Denison of $43,500,000. The APG
Transaction is comprised of the following elements: (1) a 13 year
limited recourse lending arrangement involving a loan from APG to
9373721 Canada Inc. (“SPV”) (the “APG Loan”) and a further loan from
SPV to DMI (the “SPV
Loan”) each for $40,800,000 (collectively, the
“Lending
Arrangement”); and (2) $2,700,000 in proceeds from the
sale, to Centaurus, of a stream equal to Denison’s 22.5%
share of proceeds from the toll milling of Cigar Lake ore by the
McClean Lake mill for specified Cigar Lake toll milling throughput
in excess of 215 million pounds U3O8 after July 1,
2016 (the “Stream
Arrangement”).





Additional
details of the APG Transaction are as follows:


●
 No Warranty of the Future
Rate of Production - No warranty is provided by Denison (including
DMI and SPV) to APG (including Centaurus), under the terms of the
Lending Arrangement or the Stream Arrangement, regarding: the
future rate of production at the Cigar Lake mine and / or the
McClean Lake mill; or the amount or collectability of proceeds to
be received by the MLJV in respect of toll milling of Cigar Lake
ore.


●
 APG Loan Details - The APG
Loan will accrue interest at a rate of 10% per annum and does not
have a predetermined principal repayment schedule. The APG Loan is
secured by a first priority interest in the assets of SPV which
will essentially consist of the SPV Loan to DMI.


●
 SPV Loan Details - The SPV
Loan will accrue interest at a rate of approximately 10% per annum
and does not have a predetermined principal repayment schedule. The
SPV Loan is limited in its recourse against DMI such that it is
generally repayable only to the extent of Denison’s share of
the toll milling revenues earned by the MLJV from the processing of
the first 215 million pounds of U3O8 from Cigar Lake
ore on or after July 1, 2016. Denison will guarantee the limited
recourse loan repayments and will grant a second ranking pledge of
its share of DMI to secure performance by DMI of its obligations to
pay the SPV Loan. The share pledge is second ranking to
Denison’s existing pledge of its shares of DMI to the Bank of
Nova Scotia (“BNS”) under the terms of its
Letters of Credit Facility.





Surface Access Borehole Resource Extraction (SABRE) Mining
Program





The SABRE program
is focused on developing a viable alternate mining method combining
surface drilling and borehole mining technology. Benefits of the
method may include a reduced time to production, reduced or
deferred capital costs, as well as minimized safety and
environmental risks.





2018 Annual Information Form





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 to create a cavity up to four
metres in diameter. The cuttings are transported to surface in a
slurry form and sent through a series of screens and settling ponds
to separate the ore from the jetting water. Jetting water is
filtered further and re-used in the process. Each mined out cavity
is backfilled after completion with a cemented mixture in the
mineralized horizon.





Between 2007 and
2012, approximately 2,100 tonnes of ore was recovered through
various SABRE test mining programs, a portion of which has been fed
to the mill between 2007 and 2014. 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 were
limited to patent applications and upgrading down-hole sonar
capabilities with the objective of improving surveying of cavity
dimensions and mining performance. In 2016, an expanded program was
evaluated for SABRE including the re-tooling of the program to
allow for larger volumes and jetting pressures designed to increase
the SABRE production rate. In addition, the purchase, installation
and testing of a new solid / liquid separation system was completed
to assess the improvement in recovery of small uranium particles
from the production slurry created during the SABRE mining
process.





In 2017 and 2018,
development of the re-tooled SABRE program continued with
engineering of larger diameter mining pipes, procurement of
high-pressure pumps and a tendering process to contract drilling
equipment and labour for a further mining test. In addition, in
2018 four access holes were drilled and cased from surface to just
above the McClean North orebody elevation. These access holes will
be used in future years during mining tests using the re-tooled
equipment. In 2019 engineering and procurement activities for the
re-tooled mining equipment are expected to continue in preparation
for a mining test to be conducted in 2020.





MANAGER OF UPC





DMI 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 UPC’s
officers and manages UPC's activities, 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.





The MSA is the
current management services agreement between DMI and UPC,
effective April 1, 2016 for a three year term. The MSA may be
terminated by either party upon the provision of 120 days written
notice. Under the MSA, DMI receives the following management fees
from UPC: a) a base fee of $400,000 per annum, payable in equal
quarterly installments; b) a variable fee equal to (i) 0.3% per
annum of UPC’s total assets in excess of $100 million and up
to and including $500 million, and (i) 0.2% per annum of
UPC’s total assets in excess of $500 million; c) a fee, at
the discretion of the UPC board, for on-going monitoring or work
associated with a transaction or arrangement (other than a
financing, or the acquisition of or sale of U3O8 or UF6); and d) a
commission of 1.0% of the gross value of any purchases or sales of
U3O8 or UF6, or gross
interest fees payable to UPC in connection with any uranium loan
arrangements. During 2018, DMI earned an aggregate of $2,013,000 in
management fees from UPC.





2018 Annual Information Form





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. DES's current focus is on post-closure
mine care and maintenance services and consulting services and the
majority of DES’s revenue comes from such services. DES is
headquartered in Elliot Lake, Ontario.





The primary
activities of DES include: providing the ongoing monitoring of
Denison’s two closed Elliot Lake mine sites as well as
environmental monitoring, effluent treatment and maintenance
services for several other non-Denison clients. In 2018, Denison
provided such services for:


●
 Rio Algom Ltd.’s 9
closed mine sites in Ontario and Quebec, with 5 sites in Elliot
Lake;


●
 Yukon Government’s
closed Mt. Nansen Mine in the Yukon;


●
 Ontario Government’s
closed Kam Kotia and Lockerby Mines in northern Ontario;
and


●
 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.





The EHS Policy
requires regular reporting to the Board regarding the
Company’s compliance and the results of the Company’s
monitoring. To assist the Board with its responsibilities in
overseeing environmental, health and safety matters, the Board has
established the Environment, Health and Safety Committee (the
“EHS Committee”)
which works with management to discuss matters affecting the
environment, health and safety and its stakeholders and reporting
and making recommendations to the Board.





Canada





Denison Exploration and Development





The Denison
exploration group in Saskatchewan in 2018 did not have any medical
incidents or lost time incidents, with only two modified work
injuries. The project development team did not have any reportable
incidents or injuries. There were no environmental incidents or
accidents in 2018. All required permits were obtained, and the
exploration sites were remediated for any environmental impacts as
required.





Denison Environmental Services





The DES team were
celebrated for having achieved over 500,000 cumulative work hours
without a lost time injury, representing almost 9 years of
continuous service without a lost time injury. In 2018, continued
its excellent safety performance and reported no lost time
incidents and only four minor non-reportable safety incidents. Over
1,380 cumulative hours of health and safety training was completed
by DES staff during the year.





2018 Annual Information Form





In 2018 DES
obtained its internationally recognized ISO 9001:2015
certification, which is a certification for Quality Management
Systems (“QMS”). Previously, DES held the 9001:2008
certification, and updated its QMS to meet the certification
requirements for ISO 9001:2015.





McClean Lake





At McClean Lake,
which is operated by Orano Canada, toll milling activities for
Cigar Lake ores continued at a stable rate throughout the year.
During 2018 there were four reportable safety incidents, one lost
time injury, one modified work injury and one medical aid incident.
Environmentally there were 6 reportable environmental incidents.
The facility has maintained its internationally recognized ISO
14001:2004 and OHSAS 18001 certification.





The McClean Lake
and Midwest projects are combined under a single Operating License
issued by the CNSC. The combined Preliminary Closure Plan was
prepared by Orano Canada and approved by the authorities in 2016,
estimating the total decommissioning and reclamation costs for both
projects to be $107,241,000. Financial assurances are in place for
this entire amount, with Denison’s share being
$24,135,000.





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 2018, the
water treatment plants operated as planned and all environmental
targets were met. Monitoring and other remediation related expenses
were $710,000 for the year. Reclamation expenses for 2019 are
budgeted to be $800,000. All expenditures are funded from the
Reclamation Trust described below. It is estimated that sufficient
funds are in the Reclamation Trust to meet all monitoring costs
through 2023.





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.





The CNSC has
proposed the modification of the licences for Elliot Lake to a
single Waste Facility Operating Licence for both facilities (see
“Government Regulation – Canadian Uranium
Industry”). Under the proposed Waste Facility Operating
Licence, the reclamation funding arrangement may be modified;
however, at this point in time, the Company believes that it may be
able to maintain the current funding agreement.





2018 Annual Information Form





GOVERNMENT REGULATION





Saskatchewan Exploration and Land Tenure





In Canada,
natural resource exploration and land tenure activity fall under
provincial legislative jurisdiction. In Saskatchewan, the
management of mineral resources and the granting of exploration and
mining rights for mineral substances and their use are regulated by
the Crown Minerals Act
(Saskatchewan) and The Mineral
Tenure Registry Regulations, 2012, that are administered by
the Saskatchewan Ministry of Energy and Resources.





The right to
explore for minerals in Saskatchewan is acquired under a mineral
claim from the province. 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
(also known as assessment credits) 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 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, mineral leases may be amended unilaterally by the lessor
by amendment to The Crown Minerals
Act (Saskatchewan) or The
Crown Mineral Royalty Regulations, 2013
(Saskatchewan).





Mineral rights,
held through mineral claims and mineral leases, are distinct from
surface rights. 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 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 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 and
radiation protection and socio-economic objectives, and contain
certain undertakings in this regard.





Environmental Assessments





The assessment of
a proposed uranium project in Saskatchewan involves both a
provincial and federal environmental assessment
(“EA”). In
Saskatchewan, the assessment of a project with joint federal and
provincial jurisdiction is coordinated through established
protocols in order to align with the “one project-one
assessment” model for the proponent and the public without
compromising any statutory requirements of the legislation of
either jurisdiction.


In the province
of Saskatchewan, the Environmental
Assessment Act is administered by the Ministry of
Environment (MOE). The level of assessment for mining projects is
dependent on the specific characteristics of each individual
project. A proponent of a project that is considered to be a
“development” pursuant to the Saskatchewan Environmental Assessment Act, is
required to conduct an environmental impact assessment (EIA) of the
proposed project and prepare and submit an environmental impact
statement (EIS) to the Minister of Environment.





2018 Annual Information Form





Federally, the
Canadian Environmental Assessment
Act (CEAA) was amended in the spring of 2012 and the
Regulations Designating Physical
Activities (2012) were established to clarify when a federal
EIA is required and define what federal agency is required to be
the “responsible authority” for the conduct of the EIA.
For uranium projects, the CNSC is designated as the
“responsible authority” under the CEAA and carries full
authority to complete the screening of the proposed project and any
subsequent environmental assessments.





Under the CEAA,
an EIA focuses on potential adverse environmental effects that are
within federal jurisdiction including: (a) fish and fish habitat
and other aquatic species; (b) migratory birds; (c) federal lands;
(d) effects that cross provincial or international boundaries; (e)
effects that impact on aboriginal peoples, such as their use of
lands and resources for traditional purposes, and (f) changes to
the environment that are directly linked to or necessarily
incidental to any federal decisions about a project.





The Government of
Canada is in the process of finalizing a new Impact Assessment Act (the
“IAA”), to
replace the CEAA. It is expected that the IAA will introduce
substantial changes to decision-making for designated projects.
Given the ongoing senate and parliamentary review of the proposed
IAA legislation, the potential impacts of the implementation of the
IAA for Denison, and the uranium mining industry overall, are not
yet known.





Wheeler River





For
Denison’s Wheeler River property, preliminary environmental
baseline data collection and stakeholder engagement was initiated
in 2016. Between 2016 and the date hereof, the Company continued
with the community consultation and engagement process –
ensuring the continuous engagement of stakeholders. This included
meetings with community leadership and economic development groups,
community townhall sessions and workshops as well as more informal
correspondence.





The Company
initiated the formal EA process for the Phoenix ISR project, with
initial submissions to federal and provincial authorities. The
permitting process of the Gryphon project is expected to commence
at a later date, in order to meet the PFS plan for first production
of Gryphon ore by 2030. This staggered approach is expected to
simplify the EA and permitting process for the Phoenix project and
reduce the capital required to advance the project to a definitive
development decision.





In 2018 the
Company also continued environmental baseline data collection in
key areas to better characterize the existing environment in the
project area. This data will form the foundation of the EIA for the
project. The information will also be used in the design of various
aspects of the project, including the location and layout of site
infrastructure, the location for treated effluent discharge and
fresh water intake, and the designs of water treatment plants,
waste storage facilities, and other project activities interacting
with the environment.  Programs in progress and/or completed
during 2018 included:


● Aquatic
environment: assessment and data collection of surface water flow
conditions (streamflow measurements, oxygen dynamics, hydroacoustic
imaging, and eDNA) in key areas, including discharge location and
downstream water bodies, and sampling and assaying of groundwater
in the local and regional project area;


● Terrestrial
environment: additional surveys were completed to characterize the
terrestrial environment for vegetation and wildlife including
ungulates habitat and territory;





2018 Annual Information Form





● Waste rock
geochemistry: ongoing sampling of waste rock run-off
continues;


● Atmospheric
environment: collection of air quality measurements continues in
order to gather information on pre-development atmospheric
conditions; and


● Groundwater
sampling: sampling of groundwater from shallow wells in the project
area.





Denison expects
the federal and provincial EA process for the proposed Phoenix
operation will require approximately 36-48 months to
complete.





McClean and Midwest





Environmental
matters related to the McClean Lake uranium facility and the
Midwest project are regulated by the CNSC and the Saskatchewan
Ministry of 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 initial authorizations, subject
to the normal licensing renewal process, for the McClean Lake
uranium facility in 1995 and for Midwest in 2012.





Licensing and Permitting





The 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.





In the event EA
approvals by both the provincial and federal governments are
granted, a project will be allowed to proceed to the second tier of
approvals for licenses. The federal (CNSC) licensing process
requires the submission of detailed engineering design packages as
well as detailed management plans for all facets of the operation
as part of their licensing process. The federal licenses are
typically the license (i) to prepare a site and construct, (ii)
operate, (iii) decommission, and (iv) abandon.





Activities at
McClean Lake and Midwest are currently carried out under a single
operating license issued by the CNSC 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.





Decommissioning
activities at Elliot Lake are currently carried out under two
decommissioning licences issued by the CNSC, one for the Stanrock
tailings area and one for the Denison mine site and tailings areas.
Decommissioning of the facilities pursuant to the terms of the
decommissioning licences has been completed. The CNSC has initiated
the actions to combine the Stanrock and Denison sites under one
Waste Facility Operating Licence. There are no significant
differences between the different forms of licences. After a
lengthy period of care, maintenance and monitoring, Denison may
apply to the CNSC for permission to abandon the sites.





2018 Annual Information Form





Saskatchewan Royalties





The 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 on
January 1, 2013, with the resulting regime consisting of the
following three components:





(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: Two-tier rate
structure, computed as 10% or 15% of net profits derived from the
mining and processing of uranium extracted from ore bodies in the
province.





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 $22.00 per kilogram ($10 per
pound) of uranium sold, and at 15% for net profits in excess of
$22.00 per kilogram. The $22.00 per kilogram threshold is
applicable for 2013 (the base year) and is indexed in subsequent
years for inflation.





Under this
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.





Canadian Income and Other Taxes





Denison and its
Canadian subsidiaries are subject to federal and provincial income
taxes. In 2018, 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
11.5% and 12.0%. 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 2018. 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,
including 2018, 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.





2018 Annual Information Form





Audit / Review by Taxing Authorities





From time to
time, Denison is subject to audit / review by taxing authorities.
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.








RISK FACTORS





Denison’s
business, the value of the Shares and management’s
expectations regarding the same are subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of Denison
to be materially different than anticipated. The following are
those risks, uncertainties and other factors pertaining to the
outlook and conditions currently known to Denison that have been
identified by the Company as having the potential to negatively
affect Denison’s business and the value of the Shares.
Current and prospective security holders of Denison should
carefully consider these risk factors. However, these factors are
not, and should not be construed as being exhaustive, and other
circumstances that are currently not foreseen by management of
Denison could arise to negatively affect Denison’s business
and its Shareholders.





Speculative Nature of Exploration and Development





Exploration for
minerals and the development of mineral properties is speculative,
and involves significant uncertainties and financial risks that
even a combination of careful evaluation, experience and technical
knowledge may not eliminate. While the discovery of an ore body may
result in substantial rewards, few properties which are explored
prove to return the discovery of a commercially mineable deposit
and/or are ultimately developed into producing mines. As at the
date hereof, many of Denison’s projects are preliminary in
nature and mineral resource estimates include inferred mineral
resources, which are considered too speculative geologically to
have the economic considerations applied that would enable them to
be categorized as mineral reserves. Mineral resources that are not
mineral reserves do not have demonstrated economic viability. Major
expenses may be required to properly evaluate the prospectivity of
an exploration property, to develop new ore bodies and to estimate
mineral resources and establish mineral reserves. There is no
assurance that the Company’s uranium deposits are
commercially mineable.





Imprecision of Mineral Reserve and Resource Estimates





Mineral reserve
and resourcefigures
are estimates, and no assurances can be given that the estimated
quantities of uranium are in the ground and could be produced, or
that Denison will receive the prices assumed in determining its
mineral reserves. Such estimates are expressions of judgment based
on knowledge, mining experience, analysis of drilling results and
industry best practices. Valid estimates made at a given time may
significantly change when new information becomes available. While
Denison believes that the Company’s estimates of mineral
reserves and mineral resources are well established and reflect
management’s best estimates, by their nature, mineral reserve
and resource estimates are imprecise and depend, to a certain
extent, upon statistical inferences and geological interpretations,
which may ultimately prove inaccurate. Furthermore, market price
fluctuations, as well as increased capital or production costs or
reduced recovery rates, may render mineral reserves and resources
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.





2018 Annual Information Form





Risks of, and Market Impacts on, Developing Mineral
Properties





Denison’s
current and future uranium production is dependent in part on the
successful discovery and development of new ore bodies and/or
revival of previously existing mining operations. It is impossible
to ensure that Denison’s current exploration and development
programs will result in profitable commercial mining operations.
Where the Company has been able to estimate the existence of
mineral resources and mineral reserves, such as for the Wheeler
River project, substantial expenditures are still required to
establish economic feasibility for commercial development and to
obtain the required environmental approvals, permitting and assets
to commence commercial operations.





Development
projects are subject to the completion of successful feasibility
studies, engineering studies and environmental assessments, the
issuance of necessary governmental permits and the availability of
adequate financing. 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; political and economic climate; and
uranium prices, which are historically cyclical.





Denison is
currently preparing to undertake a feasibility study for its
Wheeler River project. Development projects have no operating
history upon which to base estimates of future cash flow.
Denison’s estimates of mineral reserves and mineral resources
and cash operating costs are, to a large extent, based upon
detailed geological and engineering analysis. Particularly for
development projects, estimates of mineral reserves and cash
operating costs are, to a large extent, based upon the
interpretation of geologic data obtained from drill holes and other
sampling techniques, and economic assessments and technical studies
that derive estimates of cash operating costs based upon
anticipated tonnage and grades of ore to be mined and processed,
the configuration of the ore body, expected recovery rates of
uranium from the ore, estimated operating costs, anticipated
climatic conditions and other factors. As a result, it is possible
that actual capital and operating costs and economic returns will
differ significantly from those estimated for a project prior to
production.





The decision as
to whether a property, such as the Wheeler River project, contains
a commercial mineral deposit and should be brought into production
will depend upon the results of exploration programs and/or
feasibility studies, and the recommendations of duly qualified
engineers and/or geologists, all of which involves significant
expense and risk. Economic analyses and feasibility studies derive
estimates of capital and operating costs based upon many factors,
including, among others: mining method selection, anticipated
tonnage and grades of ore to be mined and processed; the
configuration of the ore body; ground and mining conditions; and
expected recovery rates of the uranium from the ore.





It is not unusual
in the mining industry for new mining operations to take longer
than originally anticipated to bring into a producing phase, and to
require more capital than anticipated. Any of the following events,
among others, could affect the profitability or economic
feasibility of a project: unexpected problems during the start-up
phase delaying production, unanticipated changes in grade and
tonnes of ore to be mined and processed, unanticipated adverse
geological conditions, unanticipated metallurgical recovery
problems, incorrect data on which engineering assumptions are made,
availability of labour, costs of processing and refining
facilities, availability of economic sources of power and water,
unanticipated transportation costs, government regulations
(including regulations with respect to the environment, prices,
royalties, duties, taxes, permitting, restrictions on production,
quotas on exportation of minerals, environmental), fluctuations in
uranium prices, and accidents, labour actions and force majeure
events.





2018 Annual Information Form


The ability to
sell and profit from the sale of any eventual mineral production
from a property will be subject to the prevailing conditions in the
applicable marketplace at the time of sale. The demand for uranium
and other minerals is subject to global economic activity and
changing attitudes of consumers and other end-users’
demand.





Many of these
factors are beyond the control of a mining company and therefore
represent a market risk which could impact the long term viability
of Denison and its operations.





Risks Associated with the Selection of Novel Mining
Methods





As disclosed in
the Wheeler PFS Report, Denison has selected the ISR mining method
for production at the Phoenix deposit. While test work completed to
date indicates that ground conditions and the mineral reserves
estimated to be contained within the deposit are amenable to
extraction by way of ISR, actual conditions could be materially
different from those estimated based on the Company’s
technical studies completed to-date. While best practices have been
utilized in the development of its estimates, actual results may
differ significantly. Denison will need to complete substantial
additional work to further advance and/or confirm its current
estimates and projections for development to the level of a
feasibility study. As a result, it is possible that actual costs
and economic returns of any mining operations may differ materially
from Denison’s best estimates.





Dependence on Obtaining Licenses, and other Regulatory and Policy
Risks





Uranium mining
and milling operations and exploration activities, as well as the
transportation and handling of the products produced, are subject
to extensive regulation by federal, provincial and state
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 is currently, and has historically, increased
the costs of exploring, drilling, developing, constructing,
operating and closing Denison’s mines and processing
facilities. It is possible that the costs, delays and other effects
associated with such laws and regulations may impact
Denison’s decision with respect to exploration and
development properties, including 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.





The development
of mines and related facilities is contingent upon governmental
approvals that are complex and time consuming to obtain and which
involve multiple governmental agencies. Environmental and
regulatory review has become a long, complex and uncertain process
that can cause potentially significant delays. In addition, 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.





2018 Annual Information Form


The ability of
the Company to obtain and maintain permits and approvals and to
successfully develop and operate mines may be adversely affected by
real or perceived impacts associated with its activities that
affect the environment and human health and safety at its projects
and in the surrounding communities. The real or perceived impacts
of the activities of other mining companies may also adversely
affect our ability to obtain and maintain permits and approvals.
The Company is uncertain as to whether all necessary permits will
be obtained or renewed on acceptable terms or in a timely manner.
Any significant delays in obtaining or renewing such permits or
licences in the future could have a material adverse effect on
Denison.





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. While the Company has taken great care
to ensure full compliance with its legal obligations, there can be
no assurance that the Company has been or will be in full
compliance with all of these laws and regulations, or with all
permits and approvals that it is required to have.





Failure to comply
with applicable laws, regulations and permitting requirements, even
inadvertently, 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.





Consultation Matters and Engagement with Canada’s First
Nations





First Nations and
Métis title claims 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. Consultation with, and consideration of
other rights of, affected aboriginal peoples during the project
permitting process may require accommodations, including
undertakings regarding employment, royalty payments and other
matters. This may affect the timetable and costs of development of
the Company’s projects.





The
Company’s relationship with the communities in which it
operates are critical to ensure the future success of its existing
operations and the construction and development of its projects.
There is an increasing level of public concern relating to the
perceived effect of mining activities on the environment and on
communities impacted by such activities. Adverse publicity relating
to the mining industry generated by non-governmental organizations
and others could have an adverse effect on the Company’s
reputation or financial condition and may impact its relationship
with the communities in which it operates. While the Company is
committed to operating in a socially responsible manner, there is
no guarantee that the Company’s efforts in this regard will
mitigate this potential risk.





The inability of
the Company to maintain positive relationships with local
communities may result in additional obstacles to permitting,
increased legal challenges, or other disruptions to the
Company’s exploration, development and production plans, and
could have a significant adverse impact on the Company’s
share price and financial condition.





2018 Annual Information Form





Environmental, Health and Safety Risks





Denison 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.





Denison’s
facilities operate under various operating and environmental
permits, licences and approvals that contain conditions that must
be met, and Denison’s right to pursue its development plans
is dependent upon receipt of, and compliance with, additional
permits, licences and approvals. Failure to obtain such permits,
licenses and approvals and/or meet any conditions set forth therein
could have a material adverse effect on Denison’s financial
condition or results of operations.





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 jurisdictions 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 advance its projects and,
as a result, on its financial position and results.





Global Demand and International Trade Restrictions





The international
uranium industry, including the supply of uranium concentrates, is
relatively small compared to other minerals, competitive and
heavily regulated. 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. In addition, the international marketing of uranium is
subject to governmental policies and certain trade restrictions.
For example, the supply and marketing of uranium from Russia and
from certain republics of the former Soviet Union is, to some
extent, impeded by a number of international trade agreements and
policies.





2018 Annual Information Form


In the United
States, certain uranium producers filed a petition with the US DOC
to investigate the import of uranium into the US under Section 232
of the 1962 Trade Expansion Act. The DOC agreed to investigate the
issue and its findings will be presented to the President of the
United States whom, under Section 232, is empowered to use tariffs
or other means to adjust the imports of goods or materials from
other countries if it deems the quantity or circumstances
surrounding those imports to threaten national security. It is
expected that the findings by the DOC, as well as an ultimate
decision on whether a remedy will be imposed and what it will look
like, will be made by the US President in the second half of 2019.
The uncertainty surrounding this trade action is believed to have
impacted the uranium purchasing activities of nuclear utilities,
especially in the US, and consequently negatively impacted the
market price of uranium and the uranium industry as a whole.
Depending on the outcome of the trade action, there is the
potential for this to have further negative impacts on the uranium
market globally.





Restrictive trade
agreements, governmental policies and/or trade restrictions are
beyond the control of Denison and may affect the supply of uranium
available in the United States and Europe, which are currently the
largest markets for uranium in the world, as well as the future of
supply to developing markets, such as China and India. If
substantial changes are made to the regulations affecting global
marketing and supply, the Company’s business, financial
condition and results of operations may be materially adversely
affected.





Volatility and Sensitivity to Market Prices





The value of the
Company’s mineral resources, mineral reserves and estimates
of the viability of future production for its projects is heavily
influenced by long and short term market prices of U3O8. Historically,
these prices have seen significant fluctuations, 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
nuclear incidents, 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 supplies
from other secondary sources, and production levels and costs of
production from primary uranium suppliers. Uranium prices failing
to reach or sustain projected levels can impact operations by
requiring a reassessment of the economic viability of the
Company’s projects, and such reassessment alone may cause
substantial delays and/or interruptions in project development,
which could have a material adverse effect on the results of
operations and financial condition of Denison.





Public Acceptance of Nuclear Energy and Competition from Other
Energy Sources





Growth of the
uranium and nuclear power industry will depend upon continued and
increased acceptance of nuclear technology as a clean 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. Technical
advancements in, and government subsidies for, 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. Sustained lower
prices of alternate forms of energy may result in lower demand for
uranium concentrates.





Current estimates
project increases in the world’s nuclear power generating
capacities, primarily as a result of a significant number of
nuclear reactors that are under construction, planned, or proposed
in China, India and various other countries around the world.
Market projections for future demand for uranium are based on
various assumptions regarding the rate of construction and approval
of new nuclear power plants, as well as continued public acceptance
of nuclear energy around the world. The rationale for adopting
nuclear energy can be varied, but often includes the clean and
environmentally friendly operation of nuclear power plants, as well
as the affordability and round-the-clock reliability of nuclear
power. A change in public sentiment regarding nuclear energy could
have a material impact on the number of nuclear power plants under
construction, planned or proposed, which could have a material
impact on the market’s and the Company’s expectations
for the future demand for uranium and the future price of
uranium.





2018 Annual Information Form


Capital Intensive Industry and Uncertainty of Funding





The exploration
and development of mineral properties and the ongoing operation of
mines and facilities 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 to fund the substantial
capital that is typically required in order to bring a mineral
project, such as the Wheeler River project, to a production
decision or to place a property, such as the Wheeler River project,
in to commercial production. Similarly, there is uncertainty
regarding the Company’s ability to fund additional
exploration of the Company’s projects or the acquisition of
new projects. There is no assurance that the Company will be
successful in obtaining required financing as and when needed on
acceptable terms, and failure to obtain such additional financing
could result in the delay or indefinite postponement of the
Company’s exploration, development or other growth
initiatives.





Market Price of Shares





Securities 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 and/or news releases. 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 Financing





While active in
exploring for new uranium discoveries in the Athabasca Basin
region, Denison’s present focus is on advancing the Wheeler
River project to a development decision, with the potential to
become the next large scale uranium producer in Canada. Denison
will require additional funds to further such activities. If
Denison raises additional funding by issuing additional equity
securities, such financing would substantially dilute the interests
of Shareholders and could reduce the value of their
investment.





2018 Annual Information Form


Reliance on Other Operators





At 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,
Orano Canada is the operator and majority owner of the McClean Lake
and Midwest joint ventures in Saskatchewan, Canada. The McClean
Lake mill employs unionized workers who work under collective
agreements. Orano Canada, as the operator, is responsible for most
operational and production decisions and all dealings with
unionized employees. Orano Canada may not be successful in its
attempts to renegotiate the collective agreements, which may impact
mill and mining operations. Similarly, Orano Canada is responsible
for all licensing and dealings with various regulatory authorities.
Orano Canada maintains the regulatory licences in order to operate
the McClean Lake mill, 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. Any lengthy work
stoppages, or disruption to the operation of the mill or mining
operations as a result of a licensing matter or regulatory
compliance, may have a material adverse impact on the
Company’s future cash flows, earnings, results of operations
and financial condition.





Reliance on Contractors and Experts





In various
aspects of its operations, Denison relies on the services,
expertise and recommendations of its service providers and their
employees and contractors, whom often are engaged at significant
expense to the Company. For example, the decision as to whether a
property contains a commercial mineral deposit and should be
brought into production will depend in large part upon the results
of exploration programs and/or feasibility studies, and the
recommendations of duly qualified third party engineers and/or
geologists. In addition, while Denison emphasizes the importance of
conducting operations in a safe and sustainable manner, it cannot
exert absolute control over the actions of these third parties when
providing services to Denison or otherwise operating on
Denison’s properties. Any material error, omission, act of
negligence or act resulting in environmental pollution, accidents
or spills, industrial and transportation accidents, work stoppages
or other actions could adversely affect the Company’s
operations and financial condition.





Benefits Not Realized From Transactions





Denison has
completed a number of transactions over the last several years,
including without limitation the acquisition of International
Enexco Ltd., the acquisition of Fission, the acquisition of JNR,
the sale of its mining assets and operations located in the United
States to Energy Fuels Inc., the Mongolia Transaction, the Africa
Transaction, the optioning of the Moore Lake property to
Skyharbour, the acquisition of an 80% interest in the Hook-Carter
property from ALX, the acquisition of an interest in the Moon Lake
property from CanAlaska, entering into the APG Transaction and
Cameco Transaction. 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 or received to complete the transactions.
This could result in significant
accounting impairments or write-downs of the carrying values of
mineral properties or other assets and could adversely
impact the Company and the price of its Shares.





2018 Annual Information Form





Inability to Expand and Replace Mineral Reserves and
Resources





Denison’s
mineral reserves and resources at its McClean Lake, Midwest,
Wheeler River and Waterbury Lake projects are Denison’s
material future sources of uranium production. Unless other mineral
reserves or resources are discovered or acquired, 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 demonstrate
development potential, there can be no assurance that they can or
will be successfully developed and put into production or that they
will be able to replace production in future years.





Competition for Properties





Significant
competition exists for the limited supply of mineral lands
available for acquisition. Participants in the mining business
include large established companies with long operating histories.
In certain circumstances, the Company may be at a disadvantage in
acquiring new properties as competitors may 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
resources or reserves or result in commercial mining
operations.





Property Title Risk





The 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
Canadian federal, provincial and local governments, as well as 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. If such defects or challenges
cover a material portion of Denison's property, they could have a
material adverse effect on Denison's results of operations,
financial condition, reported mineral reserves and resources and/or
long-term business prospects.





Global Financial Conditions





Global financial
conditions continue to be subject to volatility arising from
international geopolitical developments and global economic
phenomenon, as well as general financial market turbulence. Access
to public financing and credit can be negatively impacted by the
effect of these events on Canadian and global credit markets. The
health of the global financing and credit markets may impact the
ability of Denison to obtain equity or debt financing in the future
and the terms at which financing or credit is available 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
Debt





Denison is
required to satisfy certain financial covenants in order to
maintain its good standing under the Credit Facility. Denison is
also subject to a number of restrictive covenants under the Credit
Facility and the APG Transaction, such as restrictions on
Denison’s ability to incur additional indebtedness and sell,
transfer of otherwise dispose of material assets. 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.





2018 Annual Information Form


Events may occur
in the future, including events out of Denison's control, which
could cause Denison to fail to satisfy its obligations under the
Credit Facility, APG Transaction 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 and APG Transaction are 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, APG
Transaction 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.





Change of Control Restrictions





The APG
Transaction and certain other of Denison’s agreements contain
provisions that could adversely impact Denison in the case of a
transaction that would result in a change of control of Denison or
certain of its subsidiaries. In the event that consent is required
from our counterparty and our counterparty chooses to withhold its
consent to a merger or acquisition, then such party could seek to
terminate certain agreements with Denison, including certain
agreements forming part of the APG Transaction, or require Denison
to buy the counterparty’s rights back from them, which could
adversely affect Denison’s financial resources and prospects.
If applicable, these restrictive contractual provisions could delay
or discourage a change in control of our company that could
otherwise be beneficial to Denison or its
shareholders.





Decommissioning and Reclamation





As 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 secured,
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 security requirements are 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.





Technical Innovation and Obsolescence





Requirements 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.





2018 Annual Information Form





Mining and Insurance





Denison’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 in which it has an interest; personal injury or death;
environmental damage, delays in or interruption of or cessation of
exploration, development, production or processing activities; 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 exploration, mining and
processing, as applicable, additional costs and risks are incurred
by Denison and its joint venture partners 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, that 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.





Anti-Bribery and Anti-Corruption Laws





The Company is
subject to anti-bribery and anti-corruption laws, including the
Corruption of Foreign Public
Officials Act (Canada). Failure to comply with these laws
could subject the Company to, among other things, reputational
damage, civil or criminal penalties, other remedial measures and
legal expenses which could adversely affect the Company’s
business, results from operations, and financial condition. It may
not be possible for the Company to ensure compliance with
anti-bribery and anti-corruption laws in every jurisdiction in
which its employees, agents, sub-contractors or joint venture
partners are located or may be located in the future.





Climate Change





Due to changes in
local and global climatic conditions, many analysts and scientists
predict an increase in the frequency of extreme weather events such
as floods, droughts, forest and brush fires and extreme storms.
Such events could materially disrupt the Company’s
operations, particularly if they affect the Company’s sites,
impact local infrastructure or threaten the health and safety of
the Company’s employees and contractors. In addition,
reported warming trends could result in later freeze-ups and warmer
lake temperatures, affecting the Company’s winter exploration
programs at certain of its material projects. Any such event could
result in material economic harm to Denison.





The Company is
focused on operating in a manner designed to minimize the
environmental impacts of its activities; however, environmental
impacts from mineral exploration and mining activities are
inevitable. Increased environmental regulation and/or the use of
fiscal policy by regulators in response to concerns over climate
change and other environmental impacts, such as additional taxes
levied on activities deemed harmful to the environment, could have
a material adverse effect on Denison’s financial condition or
results of operations.





2018 Annual Information Form





Information Systems and Cyber Security





The Company's
operations depend upon the availability, capacity, reliability and
security of its information technology (IT) infrastructure, and its
ability to expand and update this infrastructure as required, to
conduct daily operations. Denison relies on various IT systems in
all areas of its operations, including financial reporting,
contract management, exploration and development data analysis,
human resource management, regulatory compliance and communications
with employees and third parties.





These IT systems
could be subject to network disruptions caused by a variety of
sources, including computer viruses, security breaches and
cyber-attacks, as well as network and/or hardware disruptions
resulting from incidents such as unexpected interruptions or
failures, natural disasters, fire, power loss, vandalism and theft.
The Company's operations also depend on the timely maintenance,
upgrade and replacement of networks, equipment, IT systems and
software, as well as pre-emptive expenses to mitigate the risks of
failures.





The ability of
the IT function to support the Company’s business in the
event of any such occurrence and the ability to recover key systems
from unexpected interruptions cannot be fully tested. There is a
risk that, if such an event actually occurs, the Company’s
continuity plan may not be adequate to immediately address all
repercussions of the disaster. In the event of a disaster affecting
a data centre or key office location, key systems may be
unavailable for a number of days, leading to inability to perform
some business processes in a timely manner. As a result, the
failure of Denison’s IT systems or a component thereof could,
depending on the nature of any such failure, adversely impact the
Company's reputation and results of operations.





Although to date
the Company has not experienced any material losses relating to
cyber-attacks or other information security breaches, there can be
no assurance that the Company will not incur such losses in the
future. Unauthorized access to Denison’s IT systems by
employees or third parties could lead to corruption or exposure of
confidential, fiduciary or proprietary information, interruption to
communications or operations or disruption to the Company’s
business activities or its competitive position. Further,
disruption of critical IT services, or breaches of information
security, could have a negative effect on the Company’s
operational performance and its reputation. The Company's risk and
exposure to these matters cannot be fully mitigated because of,
among other things, the evolving nature of these threats. As a
result, cyber security and the continued development and
enhancement of controls, processes and practices designed to
protect systems, computers, software, data and networks from
attack, damage or unauthorized access remain a
priority.





The Company
applies technical and process controls in line with
industry-accepted standards to protect information, assets and
systems; however these controls may not adequately prevent
cyber-security breaches. There is no assurance that the Company
will not suffer losses associated with cyber-security breaches in
the future, and may be required to expend significant additional
resources to investigate, mitigate and remediate any potential
vulnerabilities. As cyber threats continue to evolve, the Company
may be required to expend additional resources to continue to
modify or enhance protective measures or to investigate and
remediate any security vulnerabilities.





2018 Annual Information Form


Dependence on Key Personnel and Qualified and Experienced
Employees





Denison’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 Interest





Some of the
directors and officers 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 would be that
corporate opportunities presented to a director or officer of
Denison may be offered to another company or companies with which
the director or officer is associated, and may not be presented or
made available to Denison. The directors and officers 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, where
applicable for directors, 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 Controls





Internal 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 the 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.





Potential Influence of KEPCO and KHNP





Effective
December 2016, KEPCO indirectly transferred the majority of its
interest in Denison to KHNP Canada. Denison and KHNP Canada
subsequently entered into the KHNP SRA (on substantially similar
terms as the original strategic relationship agreement between
Denison and KEPCO), pursuant to which KHNP Canada is contractually
entitled to Board representation. Provided KHNP Canada holds over
5% of the Shares, it is entitled to nominate one director for
election to the Board at any shareholder meeting.





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





2018 Annual Information Form


The KHNP SRA also
includes provisions granting KHNP Canada 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 KHNP Canada 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 indirect 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 or KHNP Canada to support
such an acquisition.





DENISON’S SECURITIES





The Shares





The Company is
entitled to issue an unlimited number of Shares. As of December 31,
2018, Denison had an aggregate of 589,175,086 Shares issued and
outstanding. As at the date hereof, Denison had an aggregate of
589,128,908 Shares issued and outstanding (the decrease from year
end resulting from the return to treasury of Shares previously set
aside for shareholders of JNR who failed to exchange their shares
in accordance with the applicable plan of
arrangement).





Shareholders are
entitled to receive notice of, and to one vote per share at, every
meeting of Shareholders 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.





Price Range and Trading Volume of Shares





The Shares trade
on the TSX under the symbol “DML” and on the NYSE
American 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 American during the year ended December 31,
2018.





Month
High (CAD$)TSX
Low (CAD$)TSX
VolumeTSX
High (US$)NYSE American
Low (US$)NYSE American
VolumeNYSE AmericanJanuary
0.79
0.58
34.42
M
0.64
0.46
13.75
MFebruary
0.65
0.54
16.98
M
0.52
0.43
9.29
MMarch
0.63
0.55
17.71
M
0.49
0.43
7.20
MApril
0.67
0.56
19.21
M
0.53
0.43
8.74
MMay
0.65
0.58
20.81
M
0.51
0.45
7.62
MJune
0.75
0.59
40.08
M
0.58
0.46
17.08
MJuly
0.69
0.59
24.73
M
0.55
0.45
11.52
MAugust
0.68
0.61
20.22
M
0.54
0.47
10.75
MSeptember
0.89
0.63
24.24
M
0.69
0.48
21.97
MOctober
0.88
0.69
21.83
M
0.69
0.53
16.1
MNovember
0.89
0.71
21.27
M
0.68
0.54
12.57
MDecember
0.79
0.60
17.52
M
0.60
0.44
13.27
M


Source:
Bloomberg Finance





Dividends





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





2018 Annual Information Form





Prior Sales





During the year
ended December 31, 2018, the Company issued the following
securities pursuant to the Company’s Option Plan and Share
Unit Plan, as applicable:





Stock Options:





Date of Issuance
Options Issued(#)
Exercise Prices($)March
12, 2018
3,153,543
$0.60September
4, 2018
274,000
$0.68TOTAL
3,427,543





Share Units:





Date of Issuance
Restricted Share Units Issued(#)
Performance Share Units Issued(#)April
2, 2018
1,299,432
2,200,000TOTAL
3,499,432








Escrowed Securities and Securities Subject to Contractual
Restrictions on Transfer


Designation of Class
Number of Securities held in escrow or that are subject to
contractual restriction on transfer
Percentage of Class at December 31, 2018Common
Shares
1,250,000(1)
0.21%Common
Shares
24,615,000(2)
4.18%


Notes:


(1)
 The shares are being held in
escrow by Blake, Cassels & Graydon LLP ("Blakes") pursuant to an escrow agreement
dated November 4, 2016 in connection with the Hook-Carter
Agreement. Originally 6,250,000 were held in escrow, and the shares
are released in increments of 1,250,000 shares, twice per year,
beginning May 4, 2017.


(2)
 The shares are subject to
certain contractual restrictions on transfer for a twelve month
period from the date of issuance, ending October 26, 2019 in
connection with the Cameco Transaction.








2018 Annual Information Form





DENISON’S MANAGEMENT





Denison’s Directors





The 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

Country of Residence
Principal Occupation and Employment for

Past Five Years
Director Since(1)David D. Cates
Ontario,
Canada
President and
Chief Executive Officer of the Company since 2015; prior: serving
in various roles with the Company since 2008, including Vice
President Finance, Tax & Chief Financial Officer as well as
Director, Taxation.
2018W. Robert Dengler(6,8)
Ontario,
Canada
Corporate
Director since 2006; prior: Vice-Chairman and Director of Dynatec
Corporation; President and Chief
Executive Officer of Dynatec Corporation.
2006Brian D. Edgar(3,4)
British Columbia,
Canada
Chairman
of Silver Bull Resources, Inc., a mineral exploration company
listed on both OTCMKTS and the TSX, since 2012, and President and
Chief Executive Officer of Dome Ventures Corporation, a subsidiary
of Silver Bull Resources Inc., since 2005.
2005Ron F.
Hochstein(9)
British Columbia, Canada
Director
of the Company since 2000 and President and Chief Executive Officer
of Lundin Gold Inc. since 2014; prior: President and
Chief Executive Officer of the Company from 2009 to
2015.
2000Jack O.A. Lundin(9)
British
Columbia, Canada
Senior
Mine Project Engineer of Lundin Gold Inc.; prior: analyst in the
commercial department of Lundin Norway AS
2018Geun Park
Gyeonggi-do,
Korea
General Manager
of the Overseas Project Team in the Global Nuclear Business
Department at KHNP; prior: has held various positions at KHNP since
1997.
2019William A. Rand(7)
British Columbia,
Canada
President
and director of Rand Investments Ltd., a private investment company
based in British Columbia.
1997Catherine J. G. Stefan(2,5)
Ontario,
Canada
Chair of the
Board of the Company; prior: President, Stefan & Associates, a
consulting firm based in Ontario, from 2009-2016; prior: Managing Partner, Tivona Capital
Corporation, a private investment firm, from
1999-2008.
2006Patricia M. Volker(3,5)
Ontario,
Canada
Corporate
Director since 2016; prior: over 17 years of service in various
roles at the Chartered Professional Accountants of Ontario
including Director of Standards Enforcement and Director, Public
Accounting.
2018


Notes:


(3)
 The term of office of each of
the directors of Denison will expire at the Annual Meeting of the
Shareholders currently scheduled to be held on May 2,
2019.


(4)
 Chair, Audit
Committee





2018 Annual Information Form





(5)
 Member, Audit
Committee


(6)
 Chair, Corporate Governance
and Nominating Committee


(7)
 Member, Corporate Governance
and Nominating Committee


(8)
 Chair, Compensation
Committee


(9)
 Member, Compensation
Committee


(10)
 Chair, Environment Health and
Safety Committee


(11)
 Member, Environment, Health
and Safety Committee





Denison’s Executive Officers





The 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.





Name and Province and
Country of Residence
Position with Denison and Employment for Past Five
YearsDavid Cates
Ontario,
Canada
President and
Chief Executive Officer since 2015; prior: Vice President Finance,
Tax and Chief Financial Officer since 2013.Tim Gabruch
Saskatchewan,
Canada
Vice President
Commercial since 2018; prior: various marketing and corporate
development roles for Cameco Corporation.Peter Longo
Saskatchewan,
Canada
Vice President,
Project Development since 2014; prior: Vice-President, Operations,
Claude Resources Inc., a gold mining company since
2011.Gabriel McDonald
Ontario,
Canada
Vice President,
Finance and Chief Financial Officer since 2015; prior: Director of
Financial Reporting at IAMGOLD Corporation from 2015, Senior
Manager at PricewaterhouseCoopers LLP from 2008.Michael Schoonderwoerd
Ontario,
Canada
Vice President,
Controller since 2013.Dale Verran
Saskatchewan,
Canada
Vice President,
Exploration since January 2016; prior: Technical Director,
Exploration since 2013.Amanda Willett
British
Columbia, Canada
Corporate Counsel
and Corporate Secretary since June 2016; prior: Senior Associate at
Blakes in Vancouver since 2011.





The directors and
executive officers of Denison, as a group, beneficially own, or
control or direct, directly or indirectly, 2,696,915 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
Sanctions





Other 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:





2018 Annual Information Form





(i) was
subject to a cease trade or similar order or an order that denied
the relevant company access to any exemption under securities
legislation that was in effect for a period of more than 30
consecutive days that was issued (A) while that person was acting
in such capacity or (B) after that person ceased to act in such
capacity but which resulted from an event that accrued while that
person was acting in that capacity; or


(ii) became
bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a
receiver, receiver manager or trustee appointed to hold its assets
(A) while that person was acting in such capacity or (B) within a
year of that person ceasing to act in such capacity,
or





(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.





Ron Hochstein was
a director of Sirocco Mining Inc. (“Sirocco”). Pursuant to a plan of
arrangement completed on January 31, 2014, Canadian Lithium Corp.
amalgamated with Sirocco to form RB Energy Inc.
(“RBI”). In
October 2014, RBI commenced proceedings under the Companies'
Creditors Arrangement Act (the “CCAA”). CCAA proceedings continued
in 2015 and a receiver was appointed in May 2015. The TSX de-listed
RBI’s common shares in November 24, 2014 for failure to meet
the continued listing requirements of the TSX. Ron Hochstein was a
director of RBI until October 3, 2014.





Conflicts of Interest





Some of
Denison’s directors and officers are also directors and/or
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 and such other companies 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.





None of the
present directors or senior officers of the Company, and no
associate or affiliate of any of them, has any material interest in
any transaction of the Company or in any proposed transaction which
has materially affected or will materially affect the
Company.





2018 Annual Information Form
 
 However, investor
relations, administrative service fees and other expenses of
$209,000 were incurred during the financial year ended December 31,
2018 with Namdo Management Services Ltd., a company which shares a
common director with Denison. These services were incurred in the
normal course of operating a public company.





In addition, one
of Denison’s directors, Mr. Park, is employed by KHNP, a
subsidiary of KEPCO and the parent corporation of KHNP Canada.
Through its corporate holdings, KEPCO is a significant shareholder
of the Company, with approximately 9.89% of the outstanding Shares
as of the date hereof (the majority of which are held directly by
KHNP Canada). The Company and KHNP Canada are parties to the KHNP
SRA, which may present a conflict of interest for Mr. Park. The
KHNP SRA provides KHNP Canada 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, KHNP and KHNP Canada as shareholders of Denison and their
business relationships with Denison may place Mr. Park in a
position of conflict as a director of the Company in the
future.





Finally, in
December 2018 the Company lent $250,000 to GoviEx pursuant to a
credit agreement between the parties. The loan is unsecured, bears
interest at 7.5% per annum and is payable on demand at any time
that is 60 days after the lending date. In connection with the
Africa Transaction and the nominee rights granted to Denison
thereunder, the Company shares a common director with
GoviEx.





Interest of Management and Others in Material
Transactions





Other 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 Board





The Audit Committee





The 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;


● 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.





2018 Annual Information Form


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 Committees of 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.





Director
Independent(1)
Financially Literate(2)
Education & Experience Relevant toPerformance of Audit
Committee DutiesCatherine J.G.
Stefan
Chair of the
Audit Committee
Yes
Yes
●Chartered Professional
Accountant, Chartered Accountant
●B.Comm
●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 (2005 to
2011) of a public company.
●Has served on audit
committees of a number of public companiesPatricia M.
Volker
Yes
Yes
●Chartered Professional
Accountant, Chartered Accountant,
Certified
Management Accountant
●B.Sc.
●Served for over 17 years in
various positions at the Chartered Professional Accountants of
Ontario
●Serves on private and public
company audit and/or finance committees


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.





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.





2018 Annual Information Form





The following
table discloses the fees billed to the Company by its external
auditor, PricewaterhouseCoopers LLP (“PwC”), during the last two fiscal
years.





Financial
Year

Audit-RelatedEnding
Audit Fees(1)
Fees (2)
Tax Fees (3)
All Other Fees(4)December 31,
2018
$171,434
$123,994
Nil
NilDecember 31,
2017
$173,526
$115,212
Nil
Nil





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
columns.





Other Board Committees





The 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, and copies of the standing
committee mandates are available on the Company’s website
at www.denisonmines.com.





Corporate
Governance





As 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 American. Pursuant to the rules
of the NYSE American, a foreign private issuer is permitted to
follow home country practice except with respect to certain rules,
with which Denison complies.





LEGAL AND REGULATORY PROCEEDINGS





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 material legal
proceedings that are contemplated. However, from time to time, the
Company may become party to routine litigation incidental to its
business or other litigation matters deemed non-material by the
Company.








2018 Annual Information Form





Uranium
Industry a.s. Arbitration





Pursuant to the
terms of the GSJV Purchase Agreement with respect to the Mongolia
Transaction, the Company had sold its interest in the Gurvan Saihan
Joint Venture (the “GSJV”) effective December 1, 2015
(the “Mongolia
Transaction”). In connection with the closing the
Company received US$1,250,000 and retained rights to receive
additional proceeds from contingent payments of up to
US$12,000,000, for total consideration of up to US$13,250,000. The
contingent payments are payable as follows: (1) US$5,000,000 within
60 days of the issuance of a mining licence for an area covered by
any of the four principal exploration licences held by the GSJV,
being the Hairhan, Haraat, Gurvan Saihan and Ulzit projects (the
"First Project"); (2)
US$5,000,000 within 60 days of the issuance of a mining licence for
an area covered by any of the other exploration licences held by
the GSJV (the "Second
Project"); (3) US$1,000,000 within 365 days following the
production of an aggregate of 1,000 pounds U3O8 from the
operation of the First Project; and (4) US$1,000,000 within 365
days following the production of an aggregate of 1,000 pounds
U3O8 from the
operation of the Second Project.





The issuance by
the Mongolian government of mining licence certificates for the
Hairhan, Haraat, Gurvan Saihan and Ulzit projects in 2016 triggered
an obligation for UI to make an aggregate of US$10,000,000 of
contingent payments to Denison by November 16, 2016.


Pursuant to the
Extension Agreement subsequently entered into between UI and the
Company, the payment due date for the contingent payments was
extended from November 16, 2016 to July 16, 2017. As consideration
for the extension, UI agreed to pay interest on the contingent
payments at a rate of 5% per year, payable monthly up to July 16,
2017 and agreed to pay a US$100,000 instalment amount towards the
balance of contingent payments. The first payment under the
Extension Agreement was due on or before January 31, 2017. The
required payments were not made and UI is in breach of the GSJV
Purchase Agreement and the Extension Agreement.





On February 24,
2017, the Company served notice to UI that UI was in default of its
obligations under the GSJV Agreement and the Extension Agreement
and that the contingent payments and all interest payable thereon
are immediately due and payable. On December 12, 2017, the Company
filed a Request for Arbitration under the Arbitration Rules of the
London Court of International Arbitration in conjunction with the
default of UI’s obligations under the GSJV and Extension
agreements, to which Uranium Industry submitted an initial response
on February 14, 2018. The establishment of the arbitration panel
was subsequently completed and, after some delay, Uranium Industry
submitted its formal Statement of Case on October 19, 2018. As of
the date hereof, arbitration proceedings are continuing with
hearings scheduled in late 2019.





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.





Below are the
particulars of each contract, other than those entered into in the
ordinary course of business, that is material to Denison and that
was entered into between January 1, 2018 and the date hereof or was
entered into before that date but is still in effect:





1.
 The Purchase Agreement dated
September 4, 2018 setting forth the terms of the Cameco
Transaction, pursuant to which Denison acquired Cameco’s
minority interest in the WRJV. The agreement provides for certain
ongoing contractual restrictions on the transfer of the Shares
issued to Cameco in the transaction, expiring October 26,
2019.








2018 Annual Information Form





2.
 The following agreements
executed in connection with the APG Transaction:





a.
 The loan agreement between
DMI and SPV dated January 31, 2017 with respect to the DMI
Loan;





b.
 The loan agreement between
SPV and APG dated January 31, 2017 with respect to the SPV
Loan;





c.
 The performance guarantee by
Denison as guarantor in favour of the SPV as beneficiary and APG as
permitted assignee, pursuant to which Denison has agreed to
guarantee the performance of DMI’s obligations to SPV under
the SPV Loan, which guarantee has been assigned by SPV in favour of
APG;





d.
 The streaming agreement
between the DMI and Centaurus dated January 31, 2017 with respect
to the Stream Arrangement; and





e.
 The performance guarantee by
Denison as guarantor in favour of Centaurus as beneficiary,
pursuant to which Denison has agreed to guarantee the performance
of DMI’s obligations to Centaurus under the Stream
Arrangement.





3.
 The Reclamation Funding
Agreement made as of the 21st day of December
1995 among Denison Mines Limited (“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 DML (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 DML, 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, DMI, 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.





4.
 The KHNP SRA dated September
19, 2017 between the Company and KHNP Canada.





The KHNP SRA
provides for a long-term collaborative business relationship
between the parties, replacing the strategic relationship agreement
made as of June 15, 2009 among the Company, KEPCO and KEPCO Canada
Uranium Investment Limited Partnership. Under the KHNP SRA, KHNP
Canada is entitled to the nomination of one Board representative,
provided that KHNP Canada’s shareholding percentage stays
above 5%.





The KHNP SRA also
provides that if Denison intends to sell an interest in certain of
its substantial assets, it will first notify KHNP Canada of each
such proposed sale and provide KHNP Canada with a 30-day right of
first offer to allow KHNP Canada to purchase the interest in the
asset that Denison proposes to sell. The KHNP SRA provides that
Denison will allow KHNP Canada 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. KHNP Canada’s ability to purchase will not be
available where Denison and KHNP Canada cannot agree on terms
within a reasonable time or where their involvement would adversely
affect Denison's ability to pursue an investment
opportunity.





2018 Annual Information Form





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. KHNP Canada 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 KHNP SRA, in circumstances where Denison completes
a public offering or broadly distributed private placement to raise
proceeds of greater than $10 million.


Denison is
entitled to terminate the KHNP SRA if KHNP Canada’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 KHNP Canada or if Denison completes an Extraordinary
Transaction, as defined in the KHNP SRA.





NAMES AND INTERESTS OF EXPERTS





The
Company’s Independent Registered Public Accounting Firm is
PricewaterhouseCoopers LLP, Chartered Professional Accountants,
Licensed Public Accountants, who have issued an independent
auditor’s report dated March 7, 2019 in respect of
Denison’s consolidated financial statements as at
December 31, 2018 and 2017 for the years ended 2018 and 2017
and the effectiveness of the Company’s internal control over
financial reporting as at December 31, 2018. PwC 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.





Dale Verran, MSc,
Pr.Sci.Nat., 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
and has verified the data disclosed therein. To the knowledge of
Denison, Dale Verran is the registered or beneficial owner,
directly or indirectly, of less than one percent of the outstanding
Shares.





Peter Longo,
P.Eng, MBA, PMP, Denison’s Vice President Project
Development, 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 and has verified the data disclosed therein. To
the knowledge of Denison, Peter Longo is the registered or
beneficial owner, directly or indirectly, of less than one percent
of the outstanding Shares.





The principal
author of the Wheeler PFS Report dated October 30, 2018 was Mark
Liskowich, P.Geo. of SRK, who is independent in accordance with the
requirements of NI 43-101.





The Waterbury
Report dated December 21, 2018 was authored by Serdar Donmez,
P.Geo.,E.I.T., Dale Verran, Pr.Sci.Nat., P.Geo., and Paul Burry,
P.Geo. of Denison, Oy Leuangthong, P.Eng, and Cliff Revering,
P.Eng, of SRK, Allan Armitage, P.Geo, SGS Geostat and Alan Sexton,
P.Geo, GeoVector Management. Each of Messrs. Leuangthong, Revering,
Armitaage and Sexton, and their respective firms, are independent
in accordance with the requirements of NI 43-101.





RPA, 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: (a) 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.;
(b) McClean North Technical Report dated January 31, 2007 by
Richard E. Routledge, M.Sc., P.Geo.; and (c) Sue D Report dated
March 31, 2006 by Richard E Routledge, M.Sc., P.Geo. and James W.
Hendry, P.Eng.





2018 Annual Information Form





The Midwest
Technical Report dated March 26, 2018 was authored by Dale Verran,
MSc, Pr.Sci.Nat. and Chad Sorba, P.Geo, of the Company and G. David
Keller, PGeo, formerly of SRK, and Oy Leuangthong, PEng, of SRK.
Each of Messrs. Keller and Leuangthong and SRK are independent in
accordance with the requirements of NI 43-101.





To the knowledge
of Denison as of the date hereof, each of RPA, GeoVector, SGS
Geostat, and SRK and each of their respective partners, employees
and consultants who participated in the preparation of the
aforementioned reports, or who were in a position to influence the
outcome of such reports, 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 management information circular for the
Company’s most recent meeting of shareholders. Additional
financial information is provided in the Company's audited
consolidated financial statements and MD&A for the financial
year ended December 31, 2018.





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.


1100 – 40
University Avenue


Toronto, Ontario, M5J
1T1





Telephone: (416)
979-1991


Facsimile: (416)
979-5893


Email:
info@denisonmines.com









































2018 Annual Information Form


Schedule A











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.





_____________________________________________________________________________________________
 2018
Annual
Information Form A-1





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;


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;





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 2018
Annual
Information Form A-2





(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.





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 2018
Annual
Information Form A-3





(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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 2018
Annual
Information Form A-4


Schedule B





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, May 10,
2014.





eU3O8
or eU


This term refers to equivalent
U3O8
grade derived from the downhole
logging of drill holes using a calibrated total gamma
probe.





Feasibility Study


A Feasibility
Study is a comprehensive technical and economic study of the
selected development option for a mineral project that includes
appropriately detailed assessments of applicable Modifying Factors
together with any other relevant operational factors and detailed
financial analysis that are necessary to demonstrate, at the time
of reporting, that extraction is reasonably justified (economically
mineable). The results of the study may reasonably serve as the
basis for a final decision by a proponent or financial institution
to proceed with, or finance, the development of the project. The
confidence level of the study will be higher than that of a
Pre-Feasibility Study.





Historical Estimate


A 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 prepared
before the issuer acquiring, or entering into an agreement to
acquire, an interest in the property that contains the
deposit.





Indicated Mineral Resource


An 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 Resource


An 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 Resource


A 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.








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 2018
Annual
Information Form B-1





Mineral Reserve


A 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 Resource


A 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.





Modifying Factors


Modifying Factors
are considerations used to convert Mineral Resources to Mineral
Reserves. These include, but are not restricted to, mining,
processing, metallurgical, infrastructure, economic, marketing,
legal, environmental, social and governmental factors.





Preliminary Feasibility Study or Pre-Feasibility Study


A Pre-Feasibility
Study is a comprehensive study of a range of options for the
technical and economic viability of a mineral project that has
advanced to a stage where a preferred mining method, in the case of
underground mining, or the pit configuration, in the case of an
open pit, is established and an effective method of mineral
processing is determined. It includes a financial analysis based on
reasonable assumptions on the Modifying Factors and the evaluation
of any other relevant factors which are sufficient for a Qualified
Person, acting reasonably, to determine if all or part of the
Mineral Resource may be converted to a Mineral Reserve at the time
of reporting. A Pre-Feasibility Study is at a lower confidence
level than a Feasibility Study.





Probable Mineral Reserve


A ‘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 Reserve


A ‘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 Person


A
‘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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 2018
Annual
Information Form B-2