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Exhibit 99.2

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

INTRODUCTION

This Managements Discussion and Analysis (MD&A) of
Denison Mines Corp. and its subsidiary companies and joint arrangements
(collectively, Denison or the Company) provides a detailed analysis of the
Companys business and compares its financial results with those of the previous
year. This MD&A is dated as of March 5, 2015 and should be read in
conjunction with the Companys audited consolidated financial statements and
related notes for the year ended December 31, 2014. The audited consolidated
financial statements are prepared in accordance with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards
Board (IASB). All dollar amounts are expressed in U.S. dollars, unless
otherwise noted.

Other continuous disclosure documents, including the Companys
press releases, quarterly and annual reports, Annual Information Form and Form
40-F are available through its filings with the securities regulatory
authorities in Canada at www.sedar.com and the United States at
www.sec.gov/edgar.shtml.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

Certain information contained in this MD&A constitutes
forward-looking information", within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and similar Canadian legislation
concerning the business, operations and financial performance and condition of
Denison.

Generally, these forward-looking statements can be identified
by the use of forward-looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates", forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or variations
of such words and phrases or state that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "occur", "be achieved" or
has the potential to.

Forward looking statements are based on the opinions and
estimates of management as of the date such statements are made, and they 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 from those expressed or implied by such
forward-looking statements. Denison believes that the expectations reflected in
this forward-looking information are reasonable but no assurance can be given
that these expectations will prove to be correct and such forward-looking
information included in this MD&A should not be unduly relied upon. This
information speaks only as of the date of this MD&A. In particular, this
MD&A may contain forward-looking information pertaining to the following:
the likelihood of completing and benefits to be derived from corporate
transactions; the estimates of Denison's mineral reserves and mineral resources;
expectations regarding the toll milling of Cigar Lake ores; capital expenditure
programs, estimated exploration and development expenditures and reclamation
costs; expectations of market prices and costs; supply and demand for uranium
(U3O8); possible impacts of litigation and regulatory
actions on Denison; exploration, development and expansion plans and objectives; expectations
regarding adding to its mineral reserves and resources through acquisitions and
exploration; and receipt of regulatory approvals, permits and licences under
governmental regulatory regimes.

There can be no assurance that such statements will prove to be
accurate, as Denison's actual results and future events could differ materially
from those anticipated in this forward-looking information as a result of the
factors discussed in more detail later in this MD&A under the heading "Risk
Factors".

Accordingly, readers should not place undue reliance on
forward-looking statements. These factors are not, and should not be construed
as being exhaustive. Statements relating to "mineral reserves" or "mineral
resources" are deemed to be forward-looking information, as they involve the
implied assessment, based on certain estimates and assumptions that the mineral
reserves and mineral resources described can be profitably produced in the
future. The forward-looking information contained in this MD&A is expressly
qualified by this cautionary statement. Denison does not undertake any
obligation to publicly update or revise any forward-looking information after
the date of this MD&A to conform such information to actual results or to
changes in Denison's expectations except as otherwise required by applicable
legislation.

Cautionary Note to United States Investors Concerning
Estimates of Measured, Indicated and Inferred Mineral Resources:This
MD&A may use the terms measured, indicated and inferred mineral
resources. United States investors are advised that while such terms are
recognized and required by Canadian regulations, the United States Securities
and Exchange Commission does not recognize them. Inferred mineral resources
have a great amount of uncertainty as to their existence, and as to their
economic and legal feasibility. It cannot be assumed that all or any part of an
inferred mineral resource will ever be upgraded to a higher category. Under
Canadian rules, estimates of inferred mineral resources may not form the basis
of feasibility or other economic studies. United States investors are
cautioned not to assume that all or any part of measured or indicated mineral
resources will ever be converted into mineral reserves. United States investors
are also cautioned not to assume that all or any part of an inferred mineral
resource exists, or is economically or legally mineable.

- 1 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

2014 HIGHLIGHTS

| | Discovery of a new area of high-grade uranium
      mineralization on the Wheeler River Property Located three
      kilometres northwest of the Phoenix Deposit, on the Companys 60% owned
      Wheeler River property, the Gryphon Zone was discovered in early 2014 with
      drill hole WR-556 intersecting high grade basement hosted uranium
      mineralization returning 15.3% U3O8 over 4.0
      metres. Drill hole WR-560 followed up on the discovery, intersecting 21.2%
      U3O8over 4.5 metres. The discovery was the focus of
      further follow up during a summer drilling program consisting of 20 drill
      holes and a total of 14,937 metres at Wheeler River. Highlights from the
      summer drilling program include: drill hole WR-569A intersecting a wide
      zone of alteration and mineralization with several high grade intervals,
      including 13.2% U3O8 over 3.5 metres; drill
      hole WR-573D1 intersecting 22.2% U3O8 over 2.5
      metres; and drill hole WR-574 intersecting 14.6% U3O8over 2.0 metres.                                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Expansion of the Phoenix uranium deposit In June
      2014, the Company updated its mineral resource estimate in accordance with
      National Instrument 43-101 (NI 43-101), for the high grade Phoenix
      uranium deposit on the Wheeler River property. After reporting several
      high grade intersections during the winter exploration program, including
      drill hole WR-548 that returned an assay of 36.8%
      U3O8over 6.5 metres, and the completion of an
      updated resource estimate, the Company increased the quantity of indicated
      pounds U3O8 by 34% over the previous mineral
      resource estimate completed in 2012. The updated resource estimate
      includes an indicated mineral resource of 70.2 million pounds
      U3O8 (Denisons share, 42.1 million pounds
      U3O8) based on 166,400 tonnes at an average grade
      of 19.1% U3O8, and an inferred mineral resource of
      1.1 million pounds U3O8 (Denisons share, 0.6
      million pounds) based on 8,600 tonnes with an average grade of 5.8%
      U3O8. In 2014, the Company also carried out a
      metallurgical test program on samples from the Phoenix deposit. The
      results were positive and indicated high rates of uranium recovery with
      low acid consumption.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Acquisition of 30% interest in the Mann Lake
      exploration property In June 2014, the Company acquired all of the
      issued and outstanding common shares of International Enexco Limited
      (IEC) by way of a plan of arrangement, and as a result, acquired IECs
      uranium exploration assets consisting of a 30% interest in the Mann Lake
      property, located 25 kilometres southwest of the McArthur River mine, and
      a 20% interest in Denisons Bachman Lake property. Exploration activity at
      Mann Lake during early 2015 has produced the best result to date on the
      property with drill hole MN-066-01 intersecting 9.8% eU3O8  over 3.5
      metres. Partners in the Mann Lake project include Cameco Corp. (Cameco)
  (52.5%) as the operator and AREVA Resources Canada Inc. (AREVA) (17.5%).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Obtained financing for 2015 Canadian exploration
      activities In August 2014, the Company completed a CAD$15.0 million
      ($13.7 million) bought deal private placement for the issuance of
      9,257,500 flow-through common shares at a price of CAD$1.62 per share. The
      proceeds are planned to fund Canadian exploration activities through to
      the end of 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Toll milling of first ore from Cigar Lake at the
      McClean Lake uranium mill During the year, modifications to the
      leach circuit were completed and construction continued as part of the
      expansion of the McClean Lake mill to an annual capacity of 24 million
      pounds U3O8. In September 2014, the McClean Lake
      mill officially restarted and began leaching McClean Lake ore slurry using
      the newly commissioned modified leach circuit. Ore from the Cigar Lake
      joint venture (CLJV) was introduced into the mill circuit later in
      September, leading to the production of the first packaged uranium from
      the CLJV in October. Production for 2014 amounted to approximately 344,000
      pounds U3O8for the CLJV and approximately 112,000
      pounds U3O8(Denisons share, 25,000 pounds U3O8)
  for the McClean Lake joint venture (MLJV).                                                                                                                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Completed the acquisition of Rockgate Capital Corp.
      (Rockgate) In January 2014, pursuant to a plan of arrangement, the
      Company acquired the remaining 10.28% non-controlling interest in Rockgate
      that it had not previously acquired under its takeover bid in 2013. Under
      the plan of arrangement, the Company acquired the outstanding shares of
      Rockgate that were not already owned by Denison in exchange for 0.192 of a
      Denison common share for each Rockgate common share, resulting in the
      issuance of an additional 2.3 million shares of Denison. The takeover of
      Rockgate added $15.3 million in cash and investments, and bolstered the
      Companys African portfolio of assets by adding the 100% owned Falea
      uranium project in Mali.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

- 2 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

ABOUT DENISON

Denison was formed under the laws of Ontario and is a reporting
issuer in all Canadian provinces. Denisons common shares are listed on the
Toronto Stock Exchange (the TSX) under the symbol DML and on the NYSE MKT
under the symbol DNN.

Denison is a uranium exploration and development company with
interests in exploration and development projects in Canada, Zambia, Mali,
Namibia and Mongolia. Including its 60% owned Wheeler project, which hosts the
high grade Phoenix uranium deposit, Denisons exploration project portfolio
consists of numerousprojects covering over 467,000 hectares in the
eastern Athabasca Basin region of Saskatchewan. Denisons interests in
Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint
venture, which includes several uranium deposits and the McClean Lake uranium
mill, which is currently processing ore from the Cigar Lake mine under a toll
milling agreement, plus a 25.17% interest in the Midwest deposit and a 60%
interest in the J Zone deposit on the Waterbury Lake property. Both the Midwest
and J Zone deposits are located within 20 kilometres of the McClean Lake mill.
Internationally, Denison owns 100% of the conventional heap leach Mutanga
project in Zambia, 100% of the uranium/copper/silver Falea project in Mali, a
90% interest in the Dome project in Namibia, and an 85% interest in the in-situ
recovery projects held by the Gurvan Saihan joint venture (GSJV) in Mongolia.

Denison is engaged in mine decommissioning and environmental
services through its Denison Environmental Services (DES) division, which
manages Denisons Elliot Lake reclamation projects and provides post-closure
mine and maintenance services to a variety of customers.

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

STRATEGY

Denison has built one of the strongest portfolios of strategic
uranium deposits and properties, including an interest in a uranium milling
facility, in the eastern Athabasca Basin. Denison plans to aggressively explore
its most prospective properties to expand existing resources and delineate new
uranium resources. The Company intends to increase shareholder value through
successful exploration programs and corporate development activities to position
the Company as a top-tier Athabasca Basin focused uranium industry investment.

URANIUM INDUSTRY INFORMATION

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

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

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

Uranium Demand

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

- 3 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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

Primary Uranium Supply

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

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

Secondary Uranium Supply

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

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

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

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

Uranium Prices

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

- 4 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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

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

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

Competition

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

SELECTED ANNUAL FINANCIAL INFORMATION

|                                  |   | As at        |  |   | As at        | 
|--------------------------------- | - | ------------ |  | - | ------------ | 
|                                  |   | December 31, |  |   | December 31, | 
|(in thousands)                    |   | 2014         |  |   | 2013         | 
|                                  |   |              |  |   |              | 
|Financial Position:               |   |              |  |   |              | 
|Cash and cash equivalents         | $ | 18,640       |  | $ | 21,786       | 
|Short term investments            |   | 4,381        |  |   | 10,040       | 
|Long term investments             |   | 954          |  |   | 5,901        | 
|Cash, equivalents and investments | $ | 23,975       |  | $ | 37,727       | 
|                                  |   |              |  |   |              | 
|Working capital                   | $ | 22,542       |  | $ | 29,391       | 
|Property, plant and equipment     | $ | 270,388      |  | $ | 281,010      | 
|Total assets                      | $ | 311,330      |  | $ | 330,969      | 
|Total long-term liabilities       | $ | 42,291       |  | $ | 41,283       | 

|                                                   |   | December 31, |   |   | December 31, |  
|-------------------------------------------------- | - | ------------ | - | - | ------------ | -
|(in thousands,
      except for per share amounts) |   | 2014         |   |   | 2013         |  
|                                                   |   |              |   |   |              |  
|Results of Operations:                             |   |              |   |   |              |  
|Total revenues                                     | $ | 9,619        |   | $ | 10,407       |  
|Net income (loss)                                  | $ | (31,703      | ) | $ | (83,835      | )
|Basic and diluted earnings (loss) per share        | $ | (0.06        | ) | $ | (0.19        | )

- 5 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

|                                                   |   | 2014   |   |   | 2014   |   |   | 2014    |   |   | 2014    |  
|-------------------------------------------------- | - | ------ | - | - | ------ | - | - | ------- | - | - | ------- | -
|(in thousands,
      except for per share amounts) |   | Q4     |   |   | Q3     |   |   | Q2      |   |   | Q1      |  
|                                                   |   |        |   |   |        |   |   |         |   |   |         |  
|Results of Operations:                             |   |        |   |   |        |   |   |         |   |   |         |  
|Total revenues                                     | $ | 2,736  |   | $ | 2,351  |   | $ | 2,358   |   | $ | 2,174   |  
|Net income (loss)                                  | $ | (4,652 | ) | $ | (2,820 | ) | $ | (11,564 | ) | $ | (12,667 | )
|Basic and diluted earnings (loss) per share        | $ | (0.01  | ) | $ | (0.01  | ) | $ | (0.02   | ) | $ | (0.03   | )

|                                                   |   | 2013    |   |   | 2013    |   |   | 2013   |   |   | 2013   |  
|-------------------------------------------------- | - | ------- | - | - | ------- | - | - | ------ | - | - | ------ | -
|(in thousands,
      except for per share amounts) |   | Q4      |   |   | Q3      |   |   | Q2     |   |   | Q1     |  
|                                                   |   |         |   |   |         |   |   |        |   |   |        |  
|Results of Operations:                             |   |         |   |   |         |   |   |        |   |   |        |  
|Total revenues                                     | $ | 2,413   |   | $ | 2,801   |   | $ | 2,902  |   | $ | 2,291  |  
|Net income (loss)                                  | $ | (30,459 | ) | $ | (45,477 | ) | $ | (2,430 | ) | $ | (5,469 | )
|Basic and diluted earnings (loss) per share        | $ | (0.06   | ) | $ | (0.10   | ) | $ | (0.01  | ) | $ | (0.01  | )

RESULTS OF OPERATIONS

Revenues

Canada

The Companys share of toll milling revenues from processing
Cigar Lake ore at the McClean Lake mill during the fourth quarter of 2014
totaled $111,000. The first drums of CLJV uranium were packaged in early October
2014. There was no production in 2013.

Services and Other

Revenue from DES in 2014 was $7,327,000, compared to $8,763,000
in 2013. The decrease in revenue in 2014 was due to a reduction in activity on
certain care and maintenance projects, and an unfavourable fluctuation in
foreign exchange rates applicable on the translation of Canadian dollar
revenues.

Revenue from the Companys management contract with UPC was
$2,181,000 in 2014, compared to $1,644,000 in 2013. Revenue increased during
2014 mainly due to commissions earned during the year on UPCs purchases of
uranium, partly offset by an unfavourable fluctuation in foreign exchange rates
applicable on the translation of Canadian dollar revenues.

Operating Expenses

Canada

Mining, Milling and Other Development Costs

McClean Lake is comprised of several uranium deposits and a
conventional mill and is located on the eastern edge of the Athabasca Basin in
northern Saskatchewan, approximately 750 kilometres north of Saskatoon. The
McClean Lake uranium mill is one of the worlds largest uranium processing
facilities. Expansion activities and modifications at the McClean Lake mill
continued throughout 2014 with the CLJV continuing to pay nearly all of the
expenses under the terms of a toll milling agreement. Construction and
commissioning of the Hydrogen Mitigation modifications were completed during the
third quarter of 2014. In September 2014, the McClean Lake mill was officially
restarted with leaching of McClean Lake ore using the newly commissioned
modified leach circuit. The first shipment of high grade ore from Cigar Lake was
received at the McClean Lake mill in the first quarter of 2014, followed by a
temporary suspension of ore shipments by the CLJV to allow for additional
freezing to occur in certain areas of the Cigar Lake mine. Ore deliveries to the
mill resumed during the first week of September and high grade ore was
introduced into the mill circuit towards the end of September.

The first drums of CLJV uranium were packaged in early October.
A total of approximately 344,000 pounds U3O8 was
produced for the CLJV and approximately 112,000 pounds
U3O8 was produced for the MLJV. Denisons share of
uranium production from MLJV ore was approximately 25,000 pounds
U3O8, at a production cost of CAD$19.71 per pound U3O8, and is planned to be
available for sale in 2015. Production costs include stockpile depletion, the
costs of milling and depreciation of mill capital assets.

- 6 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Operating costs in Canada were mainly related to development
and standby activities at the MLJV, with Denisons share of costs during the
year amounting to $541,000, compared to $958,000 in 2013. Operating costs
decreased in 2014 primarily due to reductions in expenditures on the Surface
Access Borehole Resource Extraction (SABRE) program, which is not part of the
stand-by costs paid by the CLJV.

Reclamation Liability Adjustments

The estimates of future reclamation liabilities for asset
decommissioning and site restoration are updated on a periodic basis. The
adjustment recorded within operating expenses in the fourth quarter of 2014 was
$2,086,000, as compared to a recovery of $1,645,000 in the fourth quarter of
2013. The adjustment relates primarily to the impact of changing discount rates
on the reclamation liability at Elliot Lake. Refer to Contractual Obligations
and Contingencies Section for further detail.

Africa

Operating expenses in Africa during 2014 and fourth quarter of
2013 were primarily related to costs incurred on the Falea project in Mali.
Engineering studies, a metallurgical test work program and environmental
programs, originally initiated by Rockgate, continued during the fourth quarter
of 2013 and were completed in the first half of 2014. The Companys expenditures
in Mali during 2014 and 2013 totaled $1,287,000 and $431,000, respectively.

Services and Other

Operating expenses in 2014 include costs relating to DES
totaling $6,917,000, compared to $8,077,000 in 2013. Costs related to DES
decreased in 2014 mainly due to a reduction in activity at certain care and
maintenance sites, and a favourable fluctuation in foreign exchange rates
applicable on the translation of Canadian dollar expenses.

Mineral Property Exploration

Denison is engaged in uranium exploration and/or development in
Canada, Zambia, Mali, Namibia and Mongolia. While the Company has material
interests in uranium projects in Asia and Africa, the Company is focused
primarily on the eastern Athabasca Basin, in Saskatchewan, Canada, with numerous
projects covering over 467,000 hectares. Global exploration expenditures were
$14,795,000 in 2014, with 91% of exploration expenditures being incurred in
Canada during the year, compared to global exploration expenditures of
$13,682,000 in 2013. The increase in global exploration expenditures in 2014 is
due to an increase in exploration activity in Canada.

- 7 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Canada

The Companys land position in the eastern Athabasca Basin, as
of December 31, 2014, is illustrated below:



- 8 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Denisons share of exploration spending on its Canadian
properties was $13,488,000 during 2014, as compared to $12,019,000 in 2013. The
following exploration activities were completed during the year ended December
31, 2014.

Canadian Exploration Activities

Property
    Denisons ownership
    Drilling in metres
    Other activitiesWheeler River
    60%
    29,591 (47 holes)
    Geophysical surveys, mineral
      resource estimate, metallurgical studiesBachman Lake
    100%
    1,194 (2 holes)
    -Bell Lake
    100%
    6,180 (11 holes)
    Geophysical surveysBlack Bear
    100%
    450 (2 holes)
    -Candle Lake
    43.81%(1)
    -
    Geophysical surveysCrawford Lake
    100%
    2,995 (5 holes)
    Geophysical surveysHatchet Lake
    58.06%(1)
    2,030 (10 holes)
    -Johnston Lake
    100%
    -
    Geophysical surveysLynx Lake
    58.42%(1)
    710 (1 hole)
    -Mann Lake
    30%
    9,838 (13 holes)(2)
    -Marten
    50%
    -
    Geophysical surveysMcClean Lake
    22.5%
    2,515 (9 holes)
    -Murphy Lake
    58.94%(1)
    -
    Geophysical surveysMoore Lake
    100%
    4,100 (10 holes)
    Geophysical surveysPark Creek
    49%
    1,910 (6 holes)
    Geophysical surveysWaterbury Lake
    60%
    3,100 (9 holes)
    Geophysical surveysWolverine
    50%
    -
    Geophysical surveysWolly
    22.5%
    3,130 (17 holes)
    -Total
    
    67,743 (142 holes)


|(1) | The Companys ownership in these projects is as at
      December 31, 2014. Certain partners in these projects may not fund the
      2015 programs and as a result, Denisons interest may increase.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                      
|(2) | Exploration activities were carried out prior to
      Denisons acquisition of IEC on June 6, 2014.                                                                                                 

- 9 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Wheeler River

The Wheeler River property lies between the McArthur River Mine
and the Key Lake mill complex in the Athabasca Basin in northern Saskatchewan,
in close proximity to existing mining and milling infrastructure. Denison is the
operator and holds a 60% interest in the project. Cameco holds a 30% interest
and JCU (Canada) Exploration Company, Limited (JCU) holds the remaining 10%
interest. Denisons share of exploration costs at Wheeler River amounted to
$4,543,000 during 2014, compared to $3,981,000 in 2013.

Gryphon Zone

The Gryphon zone, located approximately three kilometres
northwest of the Phoenix deposit, was discovered as a result of drilling
activity targeting the K-North trend on the Wheeler River property as part of
the 2014 winter exploration program. The discovery drill hole, WR-556,
intersected 15.3% U3O8over 4.0 metres, and was followed up by drill hole
WR-560, intersecting 21.2% U3O8over 4.5 metres.

The 2014 summer drilling program at Wheeler River focused on
further follow up at Gryphon. A total of 14,937 metres was completed in 20 drill
holes during the summer 2014 drill program. Highlights from the summer program
included drill holes WR-569A, WR-573D1 and WR-574. As the drill holes are angled
steeply to the northwest and the mineralization is interpreted to dip moderately
to the southeast, the true thickness is expected to be approximately 75% of the
intersection length.

Gryphon Zone - 2014 Drilling Highlights

Chemical AssayHole Number
    From (m)
    To (m)
    Length (m)
    **U3O****8****(%)**WR-556
    697.5
    701.5
    4.0
    15.3WR-560
    759.0
    763.5
    4.5
    21.2WR-569A
    680.0
    683.5
    3.5
    13.2and
    693.0
    694.0
    1.0
    12.4WR-573D1
    768.0
    770.5
    2.5
    22.2WR-574
    696.5
    698.5
    2.0
    14.6


Drill hole WR-569A is located 40 metres along strike southwest
and 40 metres up dip of drill hole WR-556, and intersected a wide zone of
alteration and mineralization with several high grade intervals. Drill hole
WR-573D1, the highest grade intersection to date at Gryphon, is particularly
significant as it extended the zone of mineralization in the down plunge
direction.

The Gryphon discovery is believed to consist of multiple
stacked lenses with variable thicknesses that plunge to the northeast. It is
considered a highly prospective uranium discovery and has the potential to
significantly increase the resource base at Wheeler River. Mineralization at
Gryphon is hosted in basement gneisses and occurs from 100 to 250 metres below
the sub-Athabasca unconformity. The zone is 350 metres long (along the plunge)
by 60 metres wide (across the plunge) at the end of 2014, and remains open in
both plunge directions.

- 10 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

The figure below shows the location of the Gryphon zone drill
holes to date, on an inclined longitudinal section.



Phoenix Deposit

During the winter exploration program, a total of 11 drill
holes were completed at Zone A of the Phoenix deposit, which focused on
expanding the zone of higher grade mineralization. The program was successful
and was highlighted by drill hole WR-548 intersecting 36.83% U3O8  over 6.5
metres. Since all the drill holes were vertical and the mineralization is
approximately horizontal, the intersection lengths are generally equal to the
true thickness. Selected drilling highlights are shown in the table and figure
below.

Phoenix Deposit Zone A - 2014 Drilling Highlights

Chemical AssayHoleNumber
    From (m)
    To (m)
    Length (m)
    U3O8**(%)**WR-539
    400.0
    405.0
    5.0
    13.12WR-545
    401.7
    405.2
    3.5
    24.47WR-548
    406.8
    413.3
    6.5
    36.83WR-550
    406.2
    410.2
    4.0
    29.32WR-555
    404.5
    407.5
    3.0
    15.99


- 11 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)



An updated mineral resource estimate was completed in June
2014, in accordance with the requirements of NI 43-101. Since the previous
mineral resource estimate in 2012, the Company completed 25 drill holes at
Phoenix to convert inferred mineral resources to indicated, and to extend higher
grade portions of the deposit. The Company reported an indicated mineral
resource estimate for the Phoenix deposit of 70.2 million pounds U3O8,
representing a 34% increase in indicated pounds U3O8  over the last estimate
completed in 2012. Additionally, the total inferred mineral resource is now
estimated to contain 1.1 million pounds U3O8. The following table summarizes the
mineral resource estimate by classification.

2014 Phoenix Mineral Resource Estimate Summary(1)

Category
    Tonnes
    **Grade (%**U3O8)
    Million lbs
      U3O8(100% Basis)
    Million lbs
      U3O8(Denisons Share)Indicated
    166,400
    19.13
    70.2
    42.1Inferred
    8,600
    5.80
    1.1
    0.6


|(1) | Denisons Technical Report on a Mineral Resource
      Estimate Update for the Phoenix Uranium Deposit, Wheeler River Project,
      Eastern Athabasca Basin, Northern Saskatchewan, Canada dated June 17,
      2014, in accordance with the requirements of NI 43-101, was prepared by
      William E. Roscoe, Ph.D. P. Eng. of Roscoe Postle Associates Inc., who is
      an independent Qualified Person as defined by NI 43-101 and is
      responsible for the mineral resource estimate.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2014, the Company also carried out a metallurgical test
program on samples from the Phoenix deposit. The results were positive and
indicated high rates of uranium recovery with low acid consumption.
Mineralization at Phoenix occurs 400 metres below surface and shares many
similarities with other unconformity related Athabasca uranium deposits.
Mineralization varies from disseminated to massive, with several very high grade
drill hole intersections including WR-525, which averaged 43.8% U3O8  over an
interpreted true thickness of 12.0 metres.

- 12 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Other Properties

In 2014, the Company managed or participated in 17 other
exploration programs in the Athabasca Basin (14 operated by Denison), including
12 drilling programs (9 operated by Denison). Developments at the Companys high
priority projects are discussed below.

Bachman Lake and Crawford Lake Exploration costs
during 2014 totaled $1,613,000 at both properties, compared to $377,000 during
2013. A total of 4,189 metres of drilling was completed in seven holes at both
properties. Targets were a combination of new geophysical targets and follow-ups
from previous drilling results that had intersected significant alteration
zones. Although no significant mineralization was intersected, the drilling was
successful in extending a large zone of sandstone and basement alteration,
roughly along trend to the south of Camecos Millennium deposit. Crawford Lake
and Bachman Lake are located just west of Wheeler River in the southeast
Athabasca Basin.

Bell Lake  Exploration costs of $1,365,000 were
incurred during 2014, compared to $529,000 in 2013. 11 drill holes were
completed during the winter program. Weak uranium mineralization was intersected
in several holes, with the best down-hole probe results from drill hole
BL-14-22, which intersected 0.028% eU3O8  over 2.5 metres from 517.1 to 519.6
metres at the sub-Athabasca unconformity, including 0.065% eU3O8  over 0.6 metres
in a massive clay and hematite altered zone. Follow up drilling is planned for
2015 (2,600 metres, 4 drill holes). Bell Lake is located along the Athabasca
seasonal road, 37 kilometres northwest of the McClean Lake mill.

Hatchet Lake  During 2014, exploration costs amounted
to $662,000, compared to $425,000 during 2013. A 2,030 metre, 10 hole diamond
drilling program was completed. A broad zone of weak uranium mineralization was
observed near the unconformity in drill hole RL-14-19, which intersected 0.025%
U3O8  over 8.5 metres from 124.2 to 132.7 metres. Additionally, significant base
metal mineralization comprised of 3.3% Pb, 0.27% Zn and 19.6 g/t Ag over 9.6
metres was intersected in drill hole RL-14-27 from 148.0 to 163.4 metres.
Additional drilling is planned for 2015 (2,000 metres, 8 drill holes). Hatchet
Lake is located 16 kilometres north of the McClean Lake mill and is a joint
venture with Anthem Resources Inc. (41.94% interest).

Mann Lake  After the acquisition of IEC in June 2014,
Denisons share of exploration costs at Mann Lake during 2014 were $19,000. The
2014 drilling program operated by Cameco was largely carried out before
Denisons acquisition of IEC and was highlighted by drill hole MN-060, which
intersected high grade uranium mineralization consisting of 2.94% U3O8  over 4.8
metres at the sub-Athabasca unconformity. This was followed by drill hole
MN-065, which intersected 4.8% U3O8  over 1.0 metres. As the drill holes are
oriented steeply and the mineralization is approximately horizontal, the true
thickness is expected to be at least 80% of the intersection lengths. Mann Lake
is located 25 kilometres southwest of the McArthur River mine and is on trend
between the Wheeler River project and Camecos Read Lake project in the eastern
Athabasca Basin, and is a joint venture with Cameco (52.5% interest) and AREVA
(17.5% interest).

Moore Lake Exploration costs totaled
$1,267,000 during 2014, compared to $1,455,000 in 2013. A 4,100 metre, 10 hole
diamond drilling program was completed with no significant mineralization
intersected. A program of geophysics (electromagnetic and DC-resistivity
surveying) was also completed during the winter to aid in the selection of drill
targets for the 2015 drill program. Moore Lake is located 11 kilometres
southeast of Wheeler River.

Waterbury Lake  Exploration costs in 2014 amounted to
$704,000, compared to $848,000 during 2013. Exploration drilling was completed
along the western strike extension of the Discovery Bay corridor, west of the J
Zone uranium deposit and also at the Oban target area, three kilometres north of
the J Zone deposit. Weak uranium mineralization was intersected in one drill
hole in the Discovery Bay corridor and in two drill holes at the Oban target
area. The best down-hole probe result was WAT14-406A at Oban, which intersected
0.09% eU3O8  over 3.0 metres from 250 to 253 metres at the sub-Athabasca
unconformity. The mineralization is associated with graphitic fault zones and
strong hydrothermal alteration. Denison is encouraged by these results as the
zone is open along strike in both directions. Waterbury Lake is located 10
kilometres west of the McClean Lake mill.

Wolly At the Wolly project operated by
AREVA, a total of 3,130 metres of exploration drilling was completed in 17 drill
holes. Denisons share of exploration costs in 2014 totaled $204,000, compared
to $159,000 in 2013. The most notable results included significant alteration
and structure in both the sandstone and basement at the JEB South target area,
approximately 2 kilometres from the McClean Lake mill. Wolly is a joint venture
with AREVA (62.90% interest) and JCU (14.60% interest).

- 13 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Africa

After completing the acquisition of Rockgate in early 2014, the
Company carried out an internal reorganization of its interests to consolidate
its African holdings under a single wholly owned Canadian subsidiary. The
reorganization simplifies the Company's intercompany relationships in
preparation for a spin-out or disposal transaction of the African portfolio,
which will be pursued when market conditions permit.

Zambia

The Mutanga Project area consists of 2 contiguous claims
totaling 47,115 hectares, which is situated in the Southern Province of Zambia,
approximately 200 kilometres south of Lusaka immediately north of Lake Kariba.
Mutanga is comprised of the Mutanga, Dibwe and Dibwe East deposits plus a number
of exploration areas. Uranium occurs in sandstones of the Escarpment Grit
formation, part of the Upper Karoo Group.

Exploration expenditures of $559,000 during 2014 related to
geological mapping, geochemical sampling and excavator trenching programs. The
Company plans to continue such activities through 2015, with a focus on
generating additional exploration targets. During 2013, exploration expenditures
totaled $1,066,000, in which soil geochemical surveying, radon sampling
programs, and a 1,900 kilometre line-helicopter-borne electromagnetic
geophysical survey were completed.

Mali

Falea is a uranium, silver and copper deposit located in Mali
within the Falea -- North Guinea -- Senegal Neoproterozoic Basin, overlying
older Birimian metasedimentary and metavolcanic rocks. The project is located
approximately 250 kilometres west of Bamako, near the Senegal and Guinea
borders.

Exploration expenditures of $269,000 were incurred in 2014,
with activity being limited to a modest field program consisting of geological
mapping and surficial geochemistry orientation surveys. These programs were
completed during the second quarter of the year. During the fourth quarter of
2013, minimal exploration expenditures of $39,000 were spent on Falea after
acquiring the property from Rockgate. In early 2015, the Company submitted an
application for a new exploration license to the authorities in Mali, to allow
exploration activity to continue at Falea.

Namibia

The Dome project is located in the Erongo Region of Namibia, in
the countrys uranium producing district, with excellent infrastructure nearby.
The property hosts discoveries of both bedrock uranium mineralization in
leucogranite and surficial uranium mineralization in calcrete. Uranium in
leucogranite is currently mined in the region at the Rössing mine and uranium in
calcrete is currently mined at Langer Heinrich.

In March 2014, Rio Tinto Mining and Exploration Limited (Rio)
terminated its option to earn an interest in the Dome project under the
provisions of an earn-in agreement between the parties. Rio discontinued
activities at the site at the end of February 2014. The Company assumed
operatorship of the project and continues to evaluate options for moving
forward.

Mongolia

The GSJV was created in 1994 to explore and develop
sediment-hosted uranium deposits, with focus on deposits that can be exploited
by in situ recovery, in the south Gobi region of Mongolia. The property holds a
total of 167,260 hectares in four licenses. The Company currently has an 85%
interest in the GSJV, with Mon-Atom LLC holding the remaining 15% interest.

Exploration expenditures on the GSJV properties totaled
$394,000 in 2014, compared to $550,000 in 2013. Expenditures during the year
primarily relate to annual license payments required to maintain the GSJV
properties in good standing, while the Company continues to explore strategic
alternatives regarding its ownership interest in the GSJV. In 2013, the Company
focused on completing field programs and studies necessary to convert the
Companys exploration licences to mining licences.

- 14 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

General and Administrative

General and administrative expenses totaled $7,590,000 in 2014,
compared with $8,167,000 in 2013. These costs are mainly comprised of head
office wages and benefits, office costs in multiple regions, audit and
regulatory costs, legal fees, investor relations expenses and all other costs
related to operating a public company with listings in Canada and the United
States. General and administrative expenses decreased in 2014 mainly due to
lower legal fees, public compliance costs and office expenses, slightly offset
by an increase in insurance premiums and special projects costs.

Impairment  Mineral Properties

In 2014, the Company recognized mineral property impairment
charges of $1,745,000, including impairment charges of $1,658,000 associated
with the Companys release of its Black Lake land holdings in Canada during the
first quarter, and $87,000 associated with the Companys surrender of its Telwa
Gada land holdings in Niger during the fourth quarter.

In 2013, the Company recognized mineral property impairment
charges of $47,099,000. The Company reduced the carrying value of the Mutanga
project in Zambia to its estimated recoverable amount by recognizing impairments
charges of $35,655,000 and $10,510,000 in the third and fourth quarters,
respectively. The Company also recognized an impairment charge of $934,000,
during the fourth quarter of 2013, in respect of the Companys decision to
release its Riou Lake land holdings in Canada.

Other Income and Expenses

The Company recognized other expenses of $7,558,000 during
2014, compared to $529,000 during 2013. The increase in other expenses is
primarily due to an increase in foreign exchange losses due to unfavourable
fluctuations in foreign exchange rates, partially offset by the gain on sale of
land holdings related to the Way Lake and Yurchison Lake properties of $202,000,
and a payment received of $229,000 from Strateco Resources Inc. in accordance
with the option agreement that entitles the optionee to earn up to a 60%
interest in Denisons Jasper Lake property (the Jasper Option Agreement).
During the year, the Jasper Option Agreement was assigned to SeqUr Exploration
Inc. (SeqUr). In February 2015, SeqUr notified the Company that it intends to
terminate its option to earn an interest in the Jasper Lake property.

Income Tax Recovery and Expense

Income tax recovery in 2014 totaled $2,299,000, compared to an
income tax expense of $15,422,000 in 2013. The income tax recovery in 2014 is
based on the reversal of various deferred tax liabilities during the year as the
Companys tax basis in Canada increases relative to the Companys carrying value
for accounting purposes.

In 2013, the income tax expense was driven by a one-time
non-cash deferred income tax expense of $18,410,000 resulting from the
substantive enactment of changes to the Crown Mineral Royalty Regulations (the
Regulations) in Saskatchewan. The changes in the Regulations resulted in a new
uranium mining royalty system, in which a component of the system constitutes an
income-based tax and is within the scope of IAS 12. The tax basis available to
the Company under this system is significantly less than the carrying value
associated with the assets that will be subject to the royalty in future years,
resulting in a significant deferred tax liability and the charge to deferred tax
expense recorded by the Company in 2013.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $18,640,000 at December 31, 2014
compared with $21,786,000 at December 31, 2013. The decrease of $3,146,000 was
primarily due to net cash used in operations of $23,500,000 and a net foreign
exchange loss of $2,001,000 on the translation of currency balances at period
end, offset in part by net cash provided by investing and financing activities
of $8,212,000 and $14,143,000, respectively.

Net cash used in operating activities of $23,500,000 during
2014 is comprised of a net loss for the period adjusted for non-cash items and
changes in working capital items. Significant changes in working capital items
during the period include an increase of $5,310,000 in trade and other
receivables, offset by an increase of $2,102,000 in accounts payable and accrued
liabilities. The increase in trade and other receivables and the increase in
accounts payable and accrued liabilities are mainly due to the increase in
activity in the MLJV related to operations at the McClean Lake mill.

- 15 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Net cash provided by investing activities of $8,212,000
consists primarily of cash provided by the maturity of investments in debt
instruments accounting for $9,529,000, partly offset by $859,000 in cash spent
on property, plant and equipment.

Net cash provided by financing activities of $14,143,000
consists primarily of net proceeds received on the issuance of 9,257,500 common
shares on a flow-through basis, pursuant to a private placement at a price of
CAD$1.62 per share. As at December 31, 2014, the Company estimates it has spent
CAD$1.2 million of its obligation under the flow-through share financing on
eligible Canadian exploration expenses and the remaining balance of CAD$13.8
million is expected to be incurred by December 31, 2015. Other financing
activities included the issuance of common shares on the exercise of stock
options and warrants for $946,000 and $405,000, respectively.

Cash, equivalents and investments declined by $7,834,000 during
the fourth quarter of 2014. The decrease in the quarter was amplified by a
reduction of $4,909,000 in the Companys share of cash held in the MLJV as part
of regular working capital movements, and a reduction of $764,000 due to
unfavourable movement in exchange rates on instruments denominated in foreign
currencies. As the large majority of the Companys future expenditures are
expected to be incurred in Canadian dollars, the foreign exchange movement is
not expected to have a material impact on the Companys financial position.

On January 31, 2014, the Company entered into a revolving term
credit facility (the 2014 Credit Facility) with the Bank of Nova Scotia for
CAD$15,000,000. The use of the 2014 Credit Facility was restricted to the
issuance of non-financial letters of credit and contained a covenant to maintain
a certain level of tangible net worth, which must be greater than or equal to
$150,000,000. As at December 31, 2014, the Company was in compliance with the
covenants of the 2014 Credit Facility, and CAD$9,698,000 of the 2014 Credit
Facility was being used as collateral for certain letters of credit. Letters of
credit issued under the 2014 Credit Facility were subject to a fee of 2.0% per
annum and the balance is subject to a standby fee of 0.75% .

On January 30, 2015, the Company entered into an amended
agreement (the 2015 Credit Facility) with the Bank of Nova Scotia to amend the
terms of the 2014 Credit Facility and extend the maturity date to January 31,
2016. See SUBSEQUENT EVENTS section for further detail.

As security for both the 2014 Credit Facility and 2015 Credit
Facility, the Company provided an unlimited full recourse guarantee and a pledge
of all of the shares of Denison Mines Inc. (DMI). DMI has provided a
first-priority security interest in all present and future personal property and
an assignment of its rights and interests under all material agreements relative
to the McClean Lake and Midwest projects.

Contractual Obligations and Contingencies

The Company has the following contractual obligations at
December 31, 2014:

After(in
      thousands)
    
    Total
    
    
    1
      Year
    
    
    2-3
      Years
    
    
    4-5
      Years
    
    
    5
      YearsDebt Obligations
    $
    39
    
    $
    30
    
    $
    9
    
    $
    
    
    $
    Operating Lease and Other Obligations
    $
    473
    
    $
    269
    
    $
    186
    
    $
    18
    
    $
    


Reclamation Liability

The Company periodically reviews the anticipated costs of
decommissioning and reclaiming its mill and mine sites as part of its
environmental planning process. The mill and mine reclamation estimates at
December 31, 2014 are $17,659,000 which are expected to be sufficient to cover
the projected future costs for reclamation of the mill and mine operations.
However, there can be no assurance that the ultimate cost of such reclamation
obligations will not exceed the estimated liability contained in the Companys
financial statements.

Elliot Lake The Elliot Lake uranium mine was closed in
1992 and capital works to decommission the site were completed in 1997. The
remaining provision is for the estimated cost of monitoring the Tailings
Management Areas at the Company and Stanrock sites and for treatment of water
discharged from these areas. The Company conducts its activities at both sites pursuant to licenses issued by the
Canadian Nuclear Safety Commission. In the fourth quarter of 2014, an adjustment
of $2,104,000 was made to the reclamation liability to reflect the Companys
best estimate of the present value of the total future reclamation cost that
will be required in the future. Spending on restoration activities at the Elliot
Lake sites are funded from monies in the Elliot Lake reclamation trust fund. At
December 31, 2014, the amount of restricted cash and investments relating to the
Elliot Lake Reclamation Trust fund was $2,068,000.

- 16 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

McClean Lake and Midwest The McClean Lake and Midwest
operations are subject to environmental regulations as set out by the
Saskatchewan government and the Canadian Nuclear Safety Commission. Cost
estimates of future decommissioning and reclamation activities are prepared
every 5 years and filed with the applicable regulatory authorities for approval.
An updated plan was submitted in November 2014 and is under review by the
applicable regulatory authorities. As a result, an adjustment of $3,498,000 was
made, in the fourth quarter of 2014, to the reclamation liability to reflect the
Companys best estimate of the present value of its total future reclamation
cost that will be required in the future. Reclamation costs are expected to be
incurred between 2033 and 2058.

Under the Mineral Industry Environmental Protection Regulations
(1996), the Company is required to provide its pro-rata share of financial
assurances to the Province. As at December 31, 2014, the Company has in place
irrevocable standby letters of credit, from a chartered bank, in favour of
Saskatchewans Ministry of Environment, totaling CAD$9,698,000 which relate to a
previously filed reclamation plan. Under the preliminary plan submitted in
November 2014, the Company expects to increase its pro-rata share of financial
assurances to the Province to approximately CAD$22,446,000.

Under the terms of a Potentially Reactive Waste Rock Disposal
Agreement (PRWR Agreement) between the MLJV and the CLJV, the MLJV agreed to
deposit certain waste rock material from the Cigar Lake mine in its mined-out
Sue C pit. In return, the CLJV has agreed to reimburse the MLJV for additional
site restoration costs that may reasonably occur as a result. In 2014, triggered
by the delivery of the first Cigar Lake ore to the McClean Lake mill, the CLJV
made payments totaling CAD$4,332,000 to the MLJV under the terms of the PRWR
Agreement. Denison received $883,000 (CAD$974,700), its proportionate share of
this total amount, and recorded the receipt as an addition to its reclamation
liability.

Other

In June 2012, the Company completed a transaction with Energy
Fuels Inc. (EFR) whereby it sold its subsidiaries holding all of its mining
assets and operations located in the United States. In connection with the EFR
Transaction, Denison remained a guarantor under a sales contract assigned to
EFR. The sales contract requires deliveries of 200,000 pounds of U3O8  per year
from 2013 to 2017 at a selling price of 95% of the long-term U3O8  price at the
time of delivery. Should EFR not be able to deliver for any reason other than
force majeure as defined under the contract, the Company may be liable to the
customer for incremental costs incurred to replace the contracted quantities if
the unit price of the replacement quantity is greater than the contracted unit
price selling amount. EFR has agreed to indemnify the Company for any future
liabilities it may incur related to this guarantee.

TRANSACTIONS WITH RELATED PARTIES

Uranium Participation Corporation

The Company is a party to a management services agreement with
UPC. Under the terms of the agreement, the Company receives the following fees
from UPC: a) a commission of 1.5% of the gross value of any purchases or sales
of uranium completed at the request of the Board of Directors of UPC; b) a
minimum annual management fee of CAD$400,000 (plus reasonable out-of-pocket
expenses) plus an additional fee of 0.3% per annum based upon UPCs net asset
value in excess of CAD$100,000,000; and c) a fee, at the discretion of the Board
of Directors of UPC, for on-going monitoring or work associated with a
transaction or arrangement (other than a financing, or the purchase or sale of
uranium).

The management services agreement was entered into on April 1,
2013 and has a three-year term. The agreement may be terminated by either party
upon the provision of 120 days written notice.

- 17 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Management fees were incurred with UPC for the periods noted:

|                |   | December 31, |  |   | December 31, | 
|--------------- | - | ------------ |  | - | ------------ | 
|(in thousands)  |   | 2014         |  |   | 2013         | 
|                |   |              |  |   |              | 
|Revenue:        |   |              |  |   |              | 
|Management fees | $ | 1,628        |  | $ | 1,644        | 
|Commission fees |   | 553          |  |   | -            | 
|                | $ | 2,181        |  | $ | 1,644        | 

At December 31, 2014, accounts receivable includes $123,000
(December 31, 2013: $148,000) due from UPC with respect to the fees and
transactions discussed above.

Korea Electric Power Corporation (KEPCO)

In June 2009, Denison completed definitive agreements with
KEPCO including a long-term offtake agreement (which has been assigned to EFR as
part of the sale of the U.S. Mining Division transaction completed in June 2012)
and a strategic relationship agreement. Pursuant to the strategic relationship
agreement, KEPCO is entitled to subscribe for additional common shares in
Denisons future share offerings. The strategic relationship agreement also
provides KEPCO with a right of first opportunity if Denison intends to sell any
of its substantial assets, a right to participate in certain purchases of
substantial assets which Denison proposes to acquire and a right to nominate one
director to Denisons Board, so long as its share interest in Denison is above
5.0% .

As at December 31, 2014, KEPCO holds 58,284,000 shares of
Denison representing a share interest of approximately 11.5% .

As at December 31, 2014, Denison also holds a 60% interest in
Waterbury Lake Uranium Corporation (WLUC) and Waterbury Lake Uranium Limited
Partnership (WLULP) entities whose key asset is the Waterbury Lake property.
The other remaining 40% interest in these entities is held by a consortium of
investors (KWULP) of which KEPCO is the primary holder. When a spending
program is approved by the participants, each participant is required to fund
these entities based upon its respective ownership interest. Spending program
approval requires 75% of the voting interest.

In January 2014, Denison agreed to allow KWULP to defer its
funding obligations to WLUC and WLULP until September 30, 2015 in exchange for
allowing Denison to carry out spending programs without obtaining the approval
of 75% of the voting interest. As at December 31, 2014, KWULP has a funding
obligation to WLUC and WLULP of CAD$802,000. Denison has recorded its
proportionate share of this amount of $415,000 (CAD$481,000) as a component of
trade and other receivables.

Other

All services and transactions made with the following related
parties were made on terms equivalent to those that prevail with arms length
transactions:

| | Investor relations, administrative service fees and other
      expenses of $60,000 (2013: $188,000) were incurred with Namdo Management
      Services Ltd, which shares a common officer with Denison. These services
      were incurred in the normal course of operating a public company. At
      December 31, 2014, an amount of $nil (December 31, 2013: $nil) was due to
      this company.                                                                                       
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Legal fees of $276,000 (2013: $1,634,000) were incurred
      with Cassels Brock & Blackwell, LLP, a law firm of which a member of
      Denisons Board of Directors is a partner. These services and associated
      costs were mainly related to the acquisition of IEC and the Companys
      internal reorganization of its interests to consolidate its African
      holdings. At December 31, 2014, an amount of $1,000 (December 31, 2013:
      $82,000) was due to the law firm.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Executive services of $106,000 were provided to Lundin
      Gold Inc., which shares common directors and common officers with Denison.
      These services were mainly related to management consulting services over
      general and corporate matters. At December 31, 2014, an amount of $44,000
      was due to Denison. There were no similar services provided during 2013 to
      this company.                                                                                 

- 18 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Compensation of Key Management Personnel

Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the activities of the
Company, directly or indirectly. Key management personnel include the Companys
executive officers, vice-presidents and members of its Board of Directors.

The following compensation was awarded to key management
personnel:

|                                            |   | December
      31, |  |   | December
      31, | 
|------------------------------------------- | - | ------------------ |  | - | ------------------ | 
|(in thousands)                              |   | 2014               |  |   | 2013               | 
|                                            |   |                    |  |   |                    | 
|Salaries and short-term employee benefits   | $ | 1,633              |  | $ | 1,630              | 
|Share-based compensation                    |   | 516                |  |   | 577                | 
|Termination benefits                        |   | 158                |  |   | -                  | 
|Key management
      personnel compensation | $ | 2,307              |  | $ | 2,207              | 

FINANCIAL INSTRUMENTS

|                                              |  | Financial    |  |  | Fair      |  |   | December 31,     |  |   | December 31,     | 
|--------------------------------------------- |  | ------------ |  |  | --------- |  | - | ---------------- |  | - | ---------------- | 
|                                              |  | Instrument   |  |  | Value     |  |   | 2014             |  |   | 2013             | 
|(in thousands)                                |  | Category (1) |  |  | Hierarchy |  |   | Fair
      Value |  |   | Fair
      Value | 
|                                              |  |              |  |  |           |  |   |                  |  |   |                  | 
|Financial Assets:                             |  |              |  |  |           |  |   |                  |  |   |                  | 
|Cash and equivalents                          |  | Category D   |  |  |           |  | $ | 18,640           |  | $ | 21,786           | 
|Trade and other receivables                   |  | Category D   |  |  |           |  |   | 9,411            |  |   | 4,148            | 
|Investments                                   |  |              |  |  |           |  |   |                  |  |   |                  | 
|Equity instruments                            |  | Category A   |  |  | Level 1   |  |   | 916              |  |   | 1,106            | 
|Equity instruments                            |  | Category A   |  |  | Level 2   |  |   | 16               |  |   | -                | 
|Equity instruments                            |  | Category B   |  |  | Level 1   |  |   | 22               |  |   | 17               | 
|Debt instruments                              |  | Category A   |  |  | Level 1   |  |   | 4,381            |  |   | 14,818           | 
|Restricted cash and equivalents               |  |              |  |  |           |  |   |                  |  |   |                  | 
|Elliot Lake
      reclamation trust fund      |  | Category C   |  |  |           |  |   | 2,068            |  |   | 2,299            | 
|                                              |  |              |  |  |           |  | $ | 35,454           |  | $ | 44,174           | 
|                                              |  |              |  |  |           |  |   |                  |  |   |                  | 
|Financial Liabilities:                        |  |              |  |  |           |  |   |                  |  |   |                  | 
|Account payable and
      accrued liabilities |  | Category E   |  |  |           |  |   | 10,050           |  |   | 7,992            | 
|Debt obligations                              |  | Category E   |  |  |           |  |   | 39               |  |   | 97               | 
|                                              |  |              |  |  |           |  | $ | 10,089           |  | $ | 8,089            | 

|(1) | Financial instrument designations are as follows:
      Category A=Financial assets and liabilities at fair value through profit
      and loss; Category B=Available for sale investments; Category C=Held to
      maturity investments; Category D=Loans and receivables; and Category
      E=Financial liabilities at amortized cost.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company is exposed to credit risk and liquidity risk in
relation to its financial instruments. Its credit risk in relation to its cash
and equivalents, debt instruments and restricted cash and equivalents is limited
by dealing with credit worthy financial institutions. The Companys trade and
other receivables balance relates to a small number of customers who are credit
worthy and with whom the Company has established a relationship through its past
dealings.

Liquidity risk, in which the Company may encounter difficulties
in meeting obligations associated with its financial liabilities as they become
due, is managed through the Companys planning and budgeting process which
determines the funds required to support the Companys normal operating
requirements on an ongoing basis. The Company ensures that there is sufficient
committed capital to meet its short-term business requirements, taking into
account its anticipated cash flows from operations, its holdings of cash and
equivalents and debt instruments and its access to credit facilities, if
required.

- 19 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

The Company's investments that are designated as financial
assets at fair value through profit or loss have resulted in other expenses of
$59,000 during 2014, compared to $1,328,000 during 2013.

The Companys investments designated as available for sale have
resulted in unrealized gains recognized in accumulated other comprehensive
income of $7,000 for 2014, compared to $286,000 for 2013. Impairments on these
investments were recorded in other expenses of $22,000 during 2014, compared to
$39,000 during 2013.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

SUBSEQUENT EVENTS

Amendment to Credit Facility

On January 30, 2015, the Company entered into an agreement with
the Bank of Nova Scotia to amend the terms of the 2014 Credit Facility and
extend the maturity date to January 31, 2016. Under the 2015 Credit Facility,
the Company has access to credit of up to CAD$24,000,000. Use of the facility
remains restricted to non-financial letters of credit in support of reclamation
obligations.

The 2015 Credit Facility contains a covenant to maintain a
level of tangible net worth greater than or equal to the sum of $150,000,000 and
a covenant to maintain a minimum balance of cash and equivalents of
CAD$5,000,000 on deposit with the Bank of Nova Scotia. As security for the
amended facility, DMC has provided an unlimited full recourse guarantee and a
pledge of all of the shares of DMI. DMI has provided a first-priority security
interest in all present and future personal property and an assignment of its
rights and interests under all material agreements relative to the McClean Lake
and Midwest projects.

The amended facility is subject to letter of credit and standby
fees of 2.40% and 0.75% respectively.

Management Changes

In January 2015, David Cates was appointed as President and
Chief Financial Officer of the Company, while Ron Hochstein continued to serve
as Chief Executive Officer. Mr. Kim, who was KEPCOs representative on the Board
of Directors, resigned in January and was subsequently replaced by Mr. Joo Soo
Park.

OUTSTANDING SHARE DATA

At March 5, 2015, there were 506,438,669 common shares issued
and outstanding, stock options exercisable for 6,095,849 Denison common shares,
and warrants exercisable for 517,127 Denison common shares for a total of
513,051,645 common shares on a fully-diluted basis.

- 20 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

OUTLOOK FOR 2015

During 2015, Denison and its joint venture partners are
planning to drill approximately 70,000 metres on the Company's properties in the
Athabasca Basin. The Company will focus on expanding the Gryphon Zone discovery
on the Company's flagship 60% owned Wheeler River property and exploring other
high priority properties with the potential for additional new discoveries. The
Company expects to benefit from a stream of cash flow generated from its
interest in the McClean Lake mill by the processing of Cigar Lake ore.

DENISONS 2015 BUDGET(1)(in thousands)Canada(2)Mineral Sales & Toll Milling Revenue
    $
    3,410Mineral Property Exploration
    
    (14,210
    )Development & Operations
    
    (1,770
    )(12,570
    )AfricaZambia & Mali
    
    (2,340
    )(2,340
    )AsiaMongolia
    
    (725
    )(725
    )Other Activities(2)UPC Management
    
    1,850DES Environmental Services
    
    170Corporate General
      & Administration
    
    (4,570
    )(2,550
    )Total
    $
    (18,185
    )


| | (1) | Only material operations are shown.                                                
| | --- | -----------------------------------------------------------------------------------
| | (2) | Budget figures have been converted using a US$ to CAD$
      exchange rate of 1.12.

Canada

Mineral Property Exploration

Denison will manage or participate in a total of 19 exploration
programs (including 14 drilling programs), of which Wheeler River will continue
to be the primary focus. The total budget for these programs is CAD$23.1 million
of which Denison's share is CAD$15.8 million. The 2015 exploration program is
funded by the Companys flow-through share offering completed in August 2014,
which raised CAD$15.0 million.

Wheeler River

In 2015, the Wheeler River exploration program includes diamond
drilling, ground geophysics and line cutting at a total cost of CAD$10.0 million
(Denison's share, CAD$6.0 million). A 37,000 metre, 62 drill hole winter and
summer program is planned at Gryphon, Phoenix North and other target areas of
interest. The winter drilling program will focus on the Gryphon discovery with
approximately 22 drill holes planned. Ground geophysics in 2015 will consist
primarily of line cutting and DC-resistivity surveying that will extend coverage
to the south end of the property.

The initial drill holes of the 2015 winter program are designed
to test for extensions of mineralization in both the up-plunge and down-plunge
directions. The highlight of the program, to date, is drill hole WR-584B, which
extended the zone of mineralization 50 metres up plunge, with an intersection of
9.0% eU3O8  over 4.6 metres. Two other drill holes targeting the down-plunge
extension of the mineralized zone were also completed, extending the Gryphon
zone approximately 50 metres down-plunge.

- 21 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

The following diagram displays Denisons targets in 2015 for
Wheeler River:



Other Properties

Crawford Lake A 4,600 metre, 8 drill hole winter and
summer program is planned for 2015 to follow up on the results of drilling in
2014, which intersected significant sandstone and basement alteration zones on
the CR-2 and CR-5 conductors. Geophysics during the winter season will consist
of two ground DCIP resistivity surveys.

Mann Lake An 8,000 metre, 11 to 14 drill hole program
for 2015 is designed to explore extensions of uranium mineralization intersected
during 2014. Exploration activity at Mann Lake, during early 2015, produced the
best result to date on the property with drill hole MN-066-01 intersecting 9.8%
eU3O8  over 3.5 metres.

Moore Lake A 4,000 metre, 8 drill hole program is
planned for 2015.

Waterbury Lake Resistivity surveying and diamond
drilling will focus on the Discovery Bay and Oban areas. Resistivity surveying
will include 50 kilometres of line cutting and drilling will consist of a 3,300
metre, 10 drill hole program to follow up on the results of the resistivity
surveys completed in 2014 and 2015.

- 22 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

Mineral Sales, Toll Milling Revenue, Development &
Operations

At McClean Lake, the expansion of the mill from 13 to 24
million pounds annual U3O8  production capacity is anticipated to be completed by
the end of 2015 and remains fully funded by the CLJV. The 2015 production plan
calls for between six million and eight million pounds U3O8  to be packaged
during the year. Production is expected to be primarily from Cigar Lake ore,
with supplemental ore from the McClean Lake joint venture stockpiles. Denisons
share of operating and capital expenditures at McClean Lake in 2015 is estimated
at CAD$500,000. Denisons expenditures are expected to be offset by toll milling
fees and revenue from the sale of approximately 26,000 pounds U3O8, recovered
from McClean Lake ores. Denisons total revenue from operations is projected to
be CAD$3.8 million.

Given the current forecasts for the price of uranium, the SABRE
program will be kept on care and maintenance and the McClean North and Midwest
projects will remain on stand-by in 2015. Total expenditures on SABRE are
planned to be CAD$900,000 (Denisons share, CAD$203,000), and total expenditures
on McClean North and Midwest are planned to be CAD$375,000 (Denisons share,
CAD$94,000).

Reclamation expenditures at Elliot Lake are projected to be
CAD$819,000.

Africa

The Company has budgeted spending approximately $2.3 million
during 2015 to maintain its projects in good standing, while the Company waits
for market conditions that will permit a spin-out or disposal of its African
portfolio. On its wholly owned Mutanga project in Zambia, activities will focus
on generating additional exploration targets through soil and radon sampling,
excavator trenching and geological mapping. In Mali, activities will focus on an
expansion of previous airborne geophysical surveying and renewing the
exploration license for the Falea project.

Asia

In Mongolia, the Company continues its efforts to pursue
strategic alternatives for its 85% interest in the GSJV. Further guidance
regarding the Companys interest in the GSJV will be provided in the first half
of 2015. The budget for Mongolia is estimated to be $725,000 for 2015.

Other Activities

Management fees generated from Denisons management services
agreement with UPC are budgeted to net CAD$2.1 million in 2015.

At DES, revenue from operations is budgeted at CAD$7.4 million
and operating and capital expenses are forecast to be CAD$7.2 million.

Corporate general and administration expenses are forecast to
be CAD$4.9 million in 2015 and include all head office wages and benefits,
office costs, audit and regulatory costs, legal fees, investor relations
expenses and all other costs related to operating a public company with listings
in Canada and the United States.

CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision
and with the participation of its management, including the Chief Executive
Officer and the President and Chief Financial Officer, of the effectiveness of
the design and operation of the Companys disclosure controls and procedures
(as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period
covered by this report. Based upon that evaluation, the Chief Executive Officer
and the President and Chief Financial Officer concluded that the Companys
disclosure controls and procedures are effective as of December 31, 2014.

The Companys management is responsible for establishing and
maintaining an adequate system of internal control over financial reporting.
Management conducted an evaluation of the effectiveness of internal control over
financial reporting based on the Internal Control  Integrated Framework,
2013 issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, management concluded that the Companys
internal control over financial reporting was effective as of December 31,
2014.

- 23 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

There has not been any change in the Companys internal control
over financial reporting that occurred during 2014 year that has materially
affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of consolidated financial statements in
accordance with IFRS requires the use of certain critical accounting estimates
and judgements that affect the amounts reported. It also requires management to
exercise judgement in applying the Companys accounting policies. These
judgements and estimates are based on managements best knowledge of the
relevant facts and circumstances taking into account previous experience.
Although the Company regularly reviews the estimates and judgements made that
affect these financial statements, actual results may be materially different.

Significant estimates and judgements made by management relate
to:

(a)          
Determination of a Mineral Property being Sufficiently Advanced

The Company follows a policy of capitalizing non-exploration
related expenditures on properties it considers to be sufficiently advanced.
Once a mineral property is determined to be sufficiently advanced, that
determination is irrevocable and the capitalization policy continues to apply
over the life of the property. In determining whether or not a mineral property
is sufficiently advanced, management considers a number of factors including,
but not limited to: current uranium market conditions, the quality of resources
identified, access to the resource and the suitability of the resources to
current mining methods, ease of permitting, confidence in the jurisdiction in
which the resource is located and milling complexity.

Many of these factors are subject to risks and uncertainties
that can support a sufficiently advanced determination as at one point in time
but not support it at another. The final determination requires significant
judgment on the part of the Companys management and directly impacts the
carrying value of the Companys mineral properties.

(b)          
Valuation of Mineral Properties

The Company undertakes a review of the carrying values of
mineral properties and related expenditures whenever events or changes in
circumstances indicate that their carrying values may exceed their estimated
recoverable amounts determined by reference to estimated future operating
results, discounted net cash flows and current market valuations of similar
properties. An impairment loss is recognized when the carrying value of those
assets is not recoverable. In undertaking this review, management of the Company
is required to make significant estimates of, amongst other things: reserve and
resource amounts, future production and sale volumes, forecast commodity prices,
future operating, capital and reclamation costs to the end of the mines life
and current market valuations from observable market data which may not be
directly comparable. These estimates are subject to various risks and
uncertainties, which may ultimately have an effect on the expected
recoverability of the carrying values of the mineral properties and related
expenditures. Changes in these estimates could have a material impact on the
carrying value of the mineral property amounts.

(c)          
Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. The Company computes deferred tax assets and liabilities
in respect of taxes that are based on taxable profit. Taxable profit is
understood to be a net, rather than gross, taxable amount that gives effect to
both revenues and expenses. Taxable profit will often differ from accounting
profit and management may need to exercise judgment to determine whether some
taxes are income taxes (subject to deferred tax accounting) or operating
expenses.

Deferred tax assets and liabilities are measured using enacted
or substantially enacted tax rates expected to apply when the differences are
expected to be recovered or settled. The determination of the ability of the
Company to utilize tax loss carry forwards to offset deferred tax liabilities
requires management to exercise judgment and make certain assumptions about the
future performance of the Company. Management is required to assess whether it
is probable that the Company will benefit from these prior losses and other
deferred tax assets. Changes in economic conditions, commodity prices and other
factors could result in revisions to the estimates of the benefits to be
realized or the timing of utilizing the losses.

- 24 -

---

|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

(d)         
 Reclamation Obligations

Asset retirement obligations are recorded as a liability when
the asset is initially constructed. Denison has accrued its best estimate of the
ongoing reclamation liability in connection with the decommissioned Elliot Lake
mine site and is currently accruing its best estimate of its share of the cost
to decommission its other mining and milling properties in accordance with
existing laws, contracts and other policies. The estimate of future costs
involves a number of estimates relating to timing, type of costs, mine closure
plans, and review of potential methods and technical advancements. Furthermore,
due to uncertainties concerning environmental remediation, the ultimate cost of
the Companys decommissioning liability could differ from amounts provided. The
estimate of the Companys obligation is subject to change due to amendments to
applicable laws and regulations and as new information concerning the Companys
operations becomes available. The Company is not able to determine the impact on
its financial position, if any, of environmental laws and regulations that may
be enacted in the future.

NEW ACCOUNTING PRONOUNCEMENTS

The Company has adopted the following new and revised
accounting standards, along with any consequential amendments, effective January
1, 2014. These changes were made in accordance with the applicable transitional
provisions.

International Accounting Standard 36, Impairment of Assets
(IAS 36)

IAS 36 was amended in May 2013 to make small changes to the
disclosures required by IAS 36 when an impairment loss is recognized or
reversed. The amendments require the disclosure of the recoverable amount of an
asset or cash generating unit (CGU) at the time an impairment loss has been
recognized or reversed and detailed disclosure of how the associated fair value
less costs of disposal has been determined.

The amendments are effective for accounting periods beginning
on or after January 1, 2014 with earlier adoption permitted. The Company has
adopted the amended disclosure requirements of IAS 36 effective January 1, 2014.

Accounting Standards Issued But Not Yet Applied

The Company has not yet adopted the following new accounting
pronouncements which are effective for fiscal periods of the Company beginning
on or after January 1, 2015:

International Financial Reporting Standard 9, Financial
Instruments (IFRS 9)

IFRS 9 was issued in October 2010 by the IASB to replace IAS
39, Financial Instruments  Recognition and Measurement. The replacement
standard has the following significant components: it establishes two primary
measurement categories for financial assets  amortized cost and fair value; it
establishes criteria for the classification of financial assets within the
measurement category based on business model and cash flow characteristics; and
it eliminates existing held to maturity, available-for-sale, and loans and
receivable categories.

In November 2013, the IASB issued an amendment to IFRS 9 which
includes a new hedge model that aligns accounting more closely with risk
management and enhances disclosure about hedge accounting and risk management.
Additionally, as the impairment guidance and certain limited amendments to the
classification and measurement requirements of IFRS 9 are not yet complete, the
previously mandated effective date of IFRS 9 of January 1, 2015 has been
removed. Entities may apply IFRS 9 before the IASB completes the amendments but
are not required to do so.

The Company has not evaluated the impact of adopting this
standard.

- 25 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

International Financial Reporting Standard 15, Revenue from
Contracts with Customers (IFRS 15)

IFRS 15 deals with revenue recognition and establishes
principles for reporting useful information to users of financial statements
about the nature, amount, timing and uncertainty of revenue and cash flows
arising from an entitys contracts with customers. Revenue is recognized when a
customer obtains control of a good or service. The standard replaces IAS 18
Revenue and IAS 11Construction Contracts and related interpretations. The
standard is effective for annual periods beginning on or after January 1, 2017
and earlier application is permitted.

The Company has not evaluated the impact of adopting this
standard.

ENVIRONMENTAL RESPONSIBILITY

The Company is committed to the operation of its facilities
that puts the safety of its workers, its contractors, its community, the
environment and the principles of sustainable development above all else. The
Company is committed to the following principles:

| | It will build and operate its facilities in compliance
      with all applicable laws and regulations of the jurisdictions in which it
      operates;                          
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | It will adopt and adhere to standards that are protective
      of both human health and the environment at all of its facilities;                                              
| | It will establish goals and objectives that would
      encourage the ongoing development of a sound program of sustainability in
      the communities that it operates in; and
| | It will keep radiation, health and safety hazards and
      environmental risks as low as reasonably achievable.                                                                

RISK FACTORS

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

Nature of Exploration and Development

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

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

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

- 26 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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

Benefits Not Realized From Transactions

Denison has completed a number of transactions over the last
several years, including without limitation the acquisition of IEC, the Rockgate
takeover bid, the acquisition of Fission Energy Corp., the acquisition of JNR
Resources Inc. and the sale of the its mining assets and operations located in
the United States to Energy Fuels Inc. Despite Denisons belief that these
transactions, and others which may be completed in the future, will be in
Denisons best interest and benefit the Company and Denisons shareholders,
Denison may not realize the anticipated benefits of such transactions or realize
the full value of the consideration paid to complete the transactions. This
could result in significant accounting impairments or write-downs of the
carrying values of mineral properties and could adversely impact the Company and
the price of its common shares.

Inability to Expand and Replace Mineral Reserves and
Resources

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

Imprecision of Mineral Reserve and Resource Estimates

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

Volatility and Sensitivity to Market Prices

The long and short term market prices of U3O8affect the value of Denisons mineral resources and the market price of
Denisons common shares. Historically, these prices have fluctuated and have
been and will continue to be affected by numerous factors beyond Denisons
control.

Such factors include, among others: demand for nuclear power,
political and economic conditions in uranium producing and consuming countries,
public and political response to a nuclear incident, reprocessing of used
reactor fuel and the re-enrichment of depleted uranium tails, sales of excess
civilian and military inventories (including from the dismantling of nuclear
weapons) by governments and industry participants, uranium supply, including the
supply from other secondary sources and production levels and costs of
production.

Public Acceptance of Nuclear Energy and Competition from
Other Energy Sources

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

- 27 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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. 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

If Denison raises additional funding by issuing additional
equity securities, such financing may substantially dilute the interests of
shareholders of Denison and reduce the value of their investment.

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

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

Operations in Foreign Jurisdictions

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

- 28 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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

Property Title 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 local governments, and in Canada, by First Nations and
Métis.

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

Competition for Properties

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

Global Financial Conditions

Global financial conditions have been subject to increased
volatility and numerous financial institutions have either gone into bankruptcy
or have had to be rescued by governmental authorities. Access to public
financing has been negatively impacted by both sub-prime mortgages and the
liquidity crisis affecting the asset-backed commercial paper market and the
effect of these events on Canadian and global credit markets. These factors may
impact the ability of Denison to obtain equity or debt financing in the future
and, if obtained, on terms favourable to Denison. These increased levels of
volatility and market turmoil could adversely impact Denison's operations and
the trading price of the common 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 2015 Credit Facility. Denison may
from time to time enter into other arrangements to borrow money in order to fund
its operations and expansion plans, and such arrangements may include covenants
that have similar obligations or that restrict its business in some way. Events
may occur in the future, including events out of Denison's control that would
cause Denison to fail to satisfy its obligations under the 2015 Credit Facility
or other debt instruments. In such circumstances, the amounts drawn under
Denison's debt agreements may become due and payable before the agreed maturity
date, and Denison may not have the financial resources to repay such amounts
when due. The 2015 Credit Facility is secured by DMI's main properties by a
pledge of the shares of DMI. If Denison were to default on its obligations under
the 2015 Credit Facility or other secured debt instruments in the future, the
lender(s) under such debt instruments could enforce their security and seize
significant portions of Denison's assets.

Capital Intensive Industry; Uncertainty of Funding

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

- 29 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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 bonded, and cash and other assets of the Company have been
reserved to secure this obligation. Although the Companys financial statements
record a liability for the asset retirement obligation, and the bonding
requirements are generally periodically reviewed by applicable regulatory
authorities, there can be no assurance or guarantee that the ultimate cost of
such reclamation obligations will not exceed the estimated liability contained
on the Companys financial statements.

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

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, personal injury or death, environmental damage, delays in
or interruption of or cessation of production from Denisons mines or processing
facilities or in its exploration or development activities, delay in or
inability to receive regulatory approvals to transport its uranium concentrates,
or costs, monetary losses and potential legal liability and adverse governmental
action. In addition, due to the radioactive nature of the materials handled in
uranium mining and processing, additional costs and risks are incurred by
Denison on a regular and ongoing basis.

Although Denison maintains insurance to cover some of these
risks and hazards in amounts it believes to be reasonable, such insurance may
not provide adequate coverage in the event of certain circumstances. No
assurance can be given that such insurance will continue to be available or it
will be available at economically feasible premiums or that it will provide
sufficient coverage for losses related to these or other risks and hazards.

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

Dependence on Issuance of Licence Amendments and Renewals

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

- 30 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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

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

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

Aboriginal Title and Consultation Issues

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

Environmental, Health and Safety 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 continue operating its facilities is, in a number
of instances, dependent upon compliance with such conditions. Failure to meet
any such condition could have a material adverse effect on Denisons financial
condition or results of operations.

- 31 -

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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

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

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

Disclosure and Internal 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 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

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

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

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|DENISON MINES CORP.                                      
|---------------------------------------------------------
|Managements Discussion and Analysis                     
|Year Ended December 31, 2014                             
|(Expressed in U.S.
      Dollars, unless otherwise noted)

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

QUALIFIED PERSON

The disclosure of scientific and technical information
regarding Denisons properties in the MD&A was prepared by or reviewed by
Steve Blower, P. Geo., the Companys Vice President, Exploration, and Terry
Wetz, P.E., the Executive Director of the GSJV, who are Qualified Persons in
accordance with the requirements of NI 43-101. For a description of the quality
assurance program and quality control measures applied by Denison, please see
Denisons 2013 Annual Information Form dated March 14, 2014 available at
www.sedar.com, and its Form 40-F available at www.sec.gov/edgar.shtml.

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