Exhibit 99.1




---



##### 



Table Of Contents
 Currency
    
    
    1Basis Of Presentation
    
    
    1Note Regarding Forward-Looking Information
    
    
    1Note To United States Investors Concerning Estimates Of Measured, Indicated
And Inferred Resources
    
    
    2Incorporation And Subsidiaries
    
    
    3General Development Of The Business Three-Year Highlights
    
    
    4Denisons BusinessOverview
    
    
    9Marketing
    
    
    11OperationsMcClean Lake Mining and Processing
Facilities
    
    
    15Mining Equipment Development
Program
    
    
    18Midwest
Project Development
    
    
    18White Mesa Mill
    
    
    20Alternate Feed Processing
    
    
    22U.S. Mines
    
    
    23Mineral PropertiesSummary of Reserves and
Resources
    
    
    31McClean Lake
    
    
    36Midwest
    
    
    40Henry Mountains Complex
    
    
    46Arizona Strip
    
    
    53Colorado Plateau
    
    
    59Gurvan Saihan Joint Venture
    
    
    60Mutanga Project
    
    
    68Mineral ExplorationGeneral
    
    
    73McClean Lake
    
    
    74Midwest
    
    
    74Moore Lake
    
    
    74Wheeler River
    
    
    75Wolly
    
    
    76Park Creek
    
    
    76Bell Lake Joint Venture
    
    
    77Huard-Kirsch
    
    
    77Murphy Lake Project
    
    
    77Hatchet Lake Project
    
    
    77Bachman Lake Project
    
    
    78Crawford Lake Project
    
    
    78Brown Lake Project
    
    
    78Ford Lake Project
    
    
    78Jasper Lake Project
    
    
    78Stevenson River Project
    
    
    78Ahenakew Lake Project
    
    
    78North Wedge Project
    
    
    79JNR Operated Projects
    
    
    79Gold Properties
    
    
    79U.S. Properties
    
    
    79Mongolia
    
    
    80Mutanga
    
    
    80Quality Assurance and Quality Control
Procedures and Protocols
    
    
    81Manager of UPC
    
    
    88Urizon Joint Venture
    
    
    89Denison Environmental Services
    
    
    90Environmental and Safety MattersCanada
    
    
    91U.S. Environmental Regulation
    
    
    92Mongolia
    
    
    93Zambia
    
    
    93Employees
    
    
    93Government RegulationCanadian Uranium Industry
    
    
    93U.S. Uranium Industry
    
    
    94Land Tenure
    
    
    95Canadian Royalties
    
    
    95Canadian Income and Other Taxes
    
    
    96U.S. Income and Other Taxes
    
    
    96Risk Factors
    
    
    96Description of SecuritiesCommon Shares
    
    
    1052004 Warrants
    
    
    1052006 Warrants
    
    
    106Dividend Policy
    
    
    106Market For Securities
    
    
    106Directors and Officers
    
    
    107Standing CommitteesThe Audit Committee
    
    
    110Other Board committees
    
    
    112Legal Proceedings
    
    
    112Interest Of Management And Others In Material Transactions
    
    
    112Registrar And Transfer Agent
    
    
    112Material Contracts
    
    
    112Names And Interests Of Experts
    
    
    113Additional Information
    
    
    114Exhibit 1  Organizational structureSchedule AAudit Committee Mandate and CharterSchedule BGlossary of Terms




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##### 



Currency
 AIF
 Basis of Presentation
 Denison Company
 Note Regarding Forward-Looking Information
    
    
    the estimates of Denisons mineral reserves and mineral resources;
    
    expectations regarding future uranium and vanadium production levels;
    
    capital expenditure programs, estimated production costs, exploration expenditures
and reclamation costs;
    
    expectations of market prices and costs;
    
    supply and demand for uranium and vanadium;
    
    possible impacts of litigation on Denison;
    
    exploration, development and expansion plans and objectives;
    
    Denisons expectations regarding raising capital and adding to its mineral reserves
through acquisitions and development; and
    
    receipt of regulatory approvals, permits and licenses and treatment under
governmental regulatory regimes.
  1




---



##### 




    
    volatility in market prices for uranium and vanadium;
    
    ability to access capital;
    
    changes in foreign currency exchange rates;
    
    liabilities inherent in mining operations;
    
    uncertainties associated with estimating mineral reserves and resources;
    
    failure to obtain industry partner, government and other third party consents and
approvals, when required;
    
    delays in obtaining permits and licenses for development properties;
    
    competition for, among other things, capital, acquisitions of mineral reserves,
undeveloped lands and skilled personnel;
    
    incorrect assessments of the value of acquisitions; and
    
    geological, technical and processing problems.
  Note To United States Investors Concerning  Estimates Of Measured, Indicated And Inferred Resources
 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.
    2




---



##### 



Incorporation And Subsidiaries
 Incorporation
 Ontario Business Corporations Act OBCA IUC
 DMI Denison Arrangement IUC Subco
  Common Shares TSX
  Subsidiaries
  DMH
 
    
    the White Mesa mill, a 2,000-ton per day uranium and vanadium processing plant near
Blanding, Utah through Denison White Mesa LLC;
    
    the Colorado Plateau mines, straddling the Colorado and Utah border, through Denison
Colorado Plateau LLC;
    
    the Arizona Strip properties through Denison Arizona Strip LLC;
    
    the Henry Mountains uranium complex in southern Utah and other exploration properties
through Denison Henry Mountains LLC; and
    
    miscellaneous properties through Denison Properties LLC.
  3




---



##### 



OmegaCorp
 ARC AREVA
 MUL
   General Development Of The Business
 Three-Year Highlights
 2006
 U 3 O 8
 Cameco .
  4




---



##### 



Scott Wilson RPA Standards of Disclosure for Mineral Projects NI 43-101 3 8 3 8
 3 8
  UDEQ
 3 8 3 8 3 8 3 8 CIM
    5




---



##### 



2007
 3 8 3 8
  Pathfinder 3 8 3 8
 3 8 3 8
 3 8 3 8 3 8 3 8
 3 8 3 8 3 8 3 8
   6




---



##### 



3 8 3 8
   OURD
 2008
 3 8 3 8
 Geostat 3 8 3 8 3 8 3 8
 Uranerz
  7




---



##### 



Credit
Facility
 DES
  Income Tax Act
 3 8 2 5
 2009  Recent Developments
   CSA Global 3 8 3 8 3 8 3 8 3 8 3 8 3 8 3 8 3 8 3 8   3 8
  8




---



##### 



3 8 3 8
 Denisons Business
 Overview
  EFN
     9




---



##### 



UPC 3 8 UF 6
   
    
    the White Mesa mill, a 2,000 ton per day uranium and vanadium processing plant near
Blanding, Utah;
    
    the Arizona Strip uranium properties, in north central Arizona;
    
    the Colorado Plateau uranium/vanadium properties, straddling the south western
Colorado and Utah border;
    
    the Henry Mountains Complex uranium properties, in south central Utah; and
    
    various uranium alternate feed processing contracts and joint venture contracts.
  
    
    22.50% interest in the McClean Lake uranium processing facility in northern
Saskatchewan;
    
    22.50% interest in the McClean Lake uranium deposits;
    
    a 25.17% interest in the Midwest uranium project, including the Midwest and the
Midwest A deposits;
    
    60% interest in the Wheeler River Project;
    
    13% interest in the Wolly project with an option to earn a further 9.5% interest
therein;
    
    75% interest in the Moore Lake property;
    
    49% interest in the Park Creek property;
    
    various exploration properties in the Athabasca Basin;
    
    management services agreement with UPC; and
    
    environmental services business (DES).
  
    
    a 70% interest in the Gurvan Saihan Joint Venture, which holds 686,000 hectares of
uranium exploration properties in Mongolia; and
    
    an exploration licence held by Denison Mines Mongolia XXK totalling 13,500 hectares.
  
    
    a 100% interest in the Mutanga uranium project, which holds a 946 square kilometre
prospecting licence in the southern part of Zambia.
  10




---



##### 




    
    an 8.1% equity interest in Energy Metals Limited, an exploration company whose
securities are listed on the Australian Stock Exchange. Energy Metals Limited has
uranium exploration
and development properties in both Western Australia and the Northern Territory of
Australia; and
    
    a 9.9% interest in Uranerz Energy Corporation, an exploration company whose
securities are listed on the TSX, NYSE Amex and Frankfurt stock exchanges. The Company
has uranium properties in Saskatchewan and Wyoming.
 Marketing
 The Uranium Industry
   Uranium Supply and Demand
 3 8 3 8 3 8
   11




---



##### 



HEU LEU Russian HEU Agreement Western Companies 6 HEU Feed 3 8
  X
 Uranium Prices
   3 8
  12




---



##### 



3 8 3 8 3 8
 3 8
  Competition
  Marketing Uranium
    13




---



##### 



(1)
    
    The first is for the sale of 17% of the White Mesa mill production commencing in 2008
up to a total of 6.5 million pounds with a minimum of 250,000 pounds in 2008, 500,000
pounds in 2009, 750,000 pounds in 2010 and 1,000,000 pounds in 2011. The sales price is
95% of the published long-term price for the month prior to delivery with a floor price of
$45.00.(2)
    
    The second contract is for 20% of production from the White Mesa mill during the years
2012 to 2017 inclusive, but not less than 200,000 pounds per year. Pricing under this
contract is 95% of the long-term price at the time of delivery with an escalated floor
price of $50.00 per pound.
   The Vanadium Market
  V 2 O 5 AMV VPL 2 5
  2 5
  14




---



##### 



2 5 2 5 2 5 force majeure 2 5
  Marketing Vanadium
 2 5
 Operations
 McClean Lake Mining and Processing Facilities
 TMF McClean Lake
mill
   15




---



##### 



McClean Lake Mill
  Mining
    MED
 Operations
    16




---



##### 



2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Ore Milled (thousand tonnes)
    
    
    161
    
    
    
    170
    
    
    
    131
    
    
    
    177
    
    
    
    152Average Grade (% U3O8)
    
    
    0.96
    
    
    
    0.53
    
    
    
    0.68
    
    
    
    1.45
    
    
    
    1.86Production (thousand pounds U3O8)
    
    
    3,248
    
    
    
    1,907
    
    
    
    1,794
    
    
    
    5,490
    
    
    
    6,005
   Tailings Disposal
  Property
  Mill Licence
 CNSC
 Environmental
   17




---



##### 



Cigar Lake Toll Milling
   Mining Equipment Development Program
     Midwest Project Development
    18




---



##### 



Ore Deposits
  3 8
 Development
  3 8
  19




---



##### 



White Mesa Mill
  3 8 2 5
 3 8
 Current Condition and Operating Status
    20




---



##### 



2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Alternate Feed Milled (tons)
    
    
    
    
    
    
    44,136
    
    
    
    214
    
    
    
    50
    
    
    
    Conventional Ore Milled (tons)
    
    
    248,744
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Uranium Production (000s
pounds
U3O8)Alternate Feed
    
    
    94
    
    
    
    254
    
    
    
    242
    
    
    
    
    
    
    
    Conventional Ore
    
    
    791
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Uranium Production
    
    
    885
    
    
    
    254
    
    
    
    242
    
    
    
    
    
    
    
    Vanadium Production (000s
pounds
V2O5)
    
    
    1,223
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Year-end Ore Stockpile (tons)
    
    
    122,477
    
    
    
    84,943
    
    
    
    
    
    
    
    
    
    
    
    
 Mill Licence
 DRC
 Tailings Disposal
      21




---



##### 



Environmental
   Alternate Feed Processing
 NRC
 DOE
   22




---



##### 



U.S. Mines
 Colorado Plateau District
   Colorado Plateau District 3 8 2 5 3 8
  BLM
 Operations
   23




---



##### 



Colorado Plateau
 
     24




---



##### 



2007
    
    
    2008Tons
    
    
    % U3O8
    
    
    % V2O5
    
    
    Tons
    
    
    % U3O8
    
    
    % V2O5Pandora
    
    
    32,444
    
    
    
    0.25
    %
    
    
    1.34
    %
    
    
    52,623
    
    
    
    0.23
    %
    
    
    1.22
    %Sunday/St. Jude
    
    
    10,879
    
    
    
    0.16
    %
    
    
    0.86
    %
    
    
    27,497
    
    
    
    0.19
    %
    
    
    1.04
    %West Sunday
    
    
    16,526
    
    
    
    0.17
    %
    
    
    0.92
    %
    
    
    30,121
    
    
    
    0.21
    %
    
    
    1.13
    %Topaz
    
    
    7,753
    
    
    
    0.16
    %
    
    
    0.86
    %
    
    
    9,707
    
    
    
    0.13
    %
    
    
    0.70
    %Rim
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,238
    
    
    
    0.04
    %
    
    
    0.40
    %Beaver
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    729
    
    
    
    0.26
    %
    
    
    1.41
    %
  3 8 2 5 3 8 2 5
   Permitting
 CDRMS PO FONSI EA
   25




---



##### 



UDOGM
 DMO EPP
      26




---



##### 



Henry Mountains Complex
  
     27




---



##### 



Operations
 DMC
 3 8
 3 8 3 8
   Permitting
    28




---



##### 



Arizona Strip
     Arizona Strip
 
  29




---



##### 



Operations
 Redpath
    Permitting
 ADEQ DAQ
  Ore Purchase
  3 8 2 5
 Blue Rock
  30




---



##### 



Blue Rock 3 8 2 5
  Mineral Properties
  Summary of Reserves and Resources
 Mineral Reserve Estimates
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Deposit
    
    (,000)
    
    
    % U3O8
    
    
    (,000)
    
    
    (,000)McClean  Ore Stockpile
    
    
    375.6
    
    
    
    0.79
    
    
    
    6,505
    
    
    
    1,464
 Measured Mineral Resource Estimates (1) (2)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Deposit
    
    (,000)
    
    
    % U3O8
    
    
    (,000)
    
    
    (,000)Mutanga  Mutanga
    
    
    1,880.0
    
    
    
    0.048
    
    
    
    1,992
    
    
    
    1,992
  31




---



##### 



Indicated Mineral Resource Estimates (1)(2)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Deposit
    
    (,000)
    
    
    % U3O8
    
    
    (,000)
    
    
    (,000)McClean  Caribou
    
    
    39.5
    
    
    
    3.13
    
    
    
    2,724
    
    
    
    613McClean  Sue D
    
    
    122.8
    
    
    
    1.05
    
    
    
    2,840
    
    
    
    639McClean North
    
    
    186.1
    
    
    
    2.80
    
    
    
    11,480
    
    
    
    2,583Midwest(5)
    
    
    354.0
    
    
    
    5.50
    
    
    
    42,900
    
    
    
    10,800Midwest A
    
    
    464.0
    
    
    
    0.57
    
    
    
    5,800
    
    
    
    1,460Henry Mountains  Bullfrog
    
    
    651.7
    
    
    
    0.33
    
    
    
    4,674
    
    
    
    4,674Henry
Mountains  Tony M
    
    
    1,527.8
    
    
    
    0.24
    
    
    
    8,140
    
    
    
    8,140Mongolia  Hairhan
    
    
    4,726.0
    
    
    
    0.08
    
    
    
    7,891
    
    
    
    5,524Mutanga  Mutanga
    
    
    8,400.0
    
    
    
    0.03
    
    
    
    5,817
    
    
    
    5,817Total Indicated Resources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,250
 Inferred Mineral Resource Estimates (1)(3)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Deposit
    
    (,000)
    
    
    % U3O8
    
    
    (,000)
    
    
    (,000)McClean  Sue E (4)
    
    
    483.4
    
    
    
    0.63
    
    
    
    7,300
    
    
    
    1,643McClean
 Sue D
    
    
    24.2
    
    
    
    0.39
    
    
    
    209
    
    
    
    47McClean North
    
    
    3.2
    
    
    
    0.74
    
    
    
    50
    
    
    
    11Midwest
    
    
    25.0
    
    
    
    0.80
    
    
    
    400
    
    
    
    101Midwest A
    
    
    9.2
    
    
    
    21.23
    
    
    
    4,300
    
    
    
    1,082Henry Mountains  Bullfrog
    
    
    685.2
    
    
    
    0.35
    
    
    
    5,332
    
    
    
    5,332Henry
Mountains  Tony M
    
    
    779.9
    
    
    
    0.16
    
    
    
    2,750
    
    
    
    2,750Arizona Strip
    
    
    217.7
    
    
    
    0.70
    
    
    
    3,352
    
    
    
    3,352Mongolia  Hairhan
    
    
    1,848.0
    
    
    
    0.09
    
    
    
    3,484
    
    
    
    2,439Mutanga  Mutanga
    
    
    7,230.0
    
    
    
    0.02
    
    
    
    3,287
    
    
    
    3,287Mutanga  Dibwe
    
    
    17,040.0
    
    
    
    0.02
    
    
    
    8,967
    
    
    
    8,967Mutanga  Mutanga Ext
    
    
    500.0
    
    
    
    0.03
    
    
    
    400
    
    
    
    400Mutanga  Mutanga East
    
    
    200.0
    
    
    
    0.03
    
    
    
    100
    
    
    
    100Mutanga  Mutanga West
    
    
    500.0
    
    
    
    0.03
    
    
    
    400
    
    
    
    400Total Inferred Resources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,911
 Notes:(1)
    
    Mineral resources that are not mineral reserves do not have demonstrated economic viability.(2)
    
    The measured and indicated resources were estimated at various block cut-off grades and 0.10%
U3O8 was selected as most reasonable for the McClean deposits, 0.35%
U3O8for the Caribou deposit, 0.30% U3O8 for
Midwest, 0.05% eU (0.059% eU3O8) for Midwest A, 0.20%
eU3O8 with a minimum thickness of 4 feet for Henry Mountains  Bullfrog,
a 0.10% eU3O8 with a minimum thickness of 2 feet for Henry Mountains
Tony M, a 0.02% U (0.024% U3O8) with a minimum thickness of 1.0 metre
for Mongolia, and a 100 ppm cutoff for Mutanga.(3)
    
    The inferred resources were estimated at various block cut-off grades and 0.10%
U3O8 was selected as most reasonable for the McClean deposits, 0.05% eU
(0.059% eU3O8) for Midwest A, 0.20% eU3O8 with a
minimum thickness of 4 feet for Henry Mountains  Bullfrog, 0.10% eU3O8
with a minimum thickness of 2 feet for Henry Mountains  Tony M, 0.20%
eU3O8 for the Arizona Strip, 0.02% U (0.024% U3O8)
with a minimum thickness of 1.0 metre for Mongolia, 100 ppm for Mutanga and Dibwe, and 200 ppm
for Mutanga Ext, Mutanga East and Mutanga West.(4)
    
    The operator conducted confirmatory drilling on a portion of these resources outside the
designed pit and late in 2006 submitted a preliminary analysis detailing an inferred resource
of 2 million pounds on a 100% basis in this area, as compared to the 7 million pounds that
Scott Wilson RPA has estimated. As at December 31, 2008, Scott Wilson RPA has not
re-estimated the resource using the new drill information.(5)
    
    The Companys share of the indicated resources at Midwest also contains 4.35% Nickel (8.55
million pounds) and 0.34% Cobalt (0.68 million pounds).  32




---



##### 



Reports
  Reconciliation of Denisons Share of Uranium Reserves
(in thousands of pounds U 3 O 8 )
 December 31,
    
    
    2008
    
    
    2008 Additions
    
    
    December 31,Reserves
    
    2007
    
    
    Throughput(1)
    
    
    (Deletions)(2)
    
    
    2008McClean  Ore Stockpile
    
    
    472
    
    
    
    (762
    )
    
    
    1,754
    
    
    
    1,464McClean
 Sue E
    
    
    1,600
    
    
    
    0
    
    
    
    (1,600
    )
    
    
    0Midwest
    
    
    10,487
    
    
    
    0
    
    
    
    (10,487
    )
    
    
    0Total Reserves
    
    
    12,559
    
    
    
    (762
    )
    
    
    (10,333
    )
    
    
    1,464
 Notes:(1)
    
    Corresponds to mill feed. The difference between the 2008 mill feed and Denisons share of
pounds of U3O8 produced is due to mill recovery and changes of
in-process circuit inventory.(2)
    
    Additions or deletions of reserves include ore mined to stockpile, reassessment of geological
data, results of information provided from mining and milling and reclassification of reserves
or resources.  33




---



##### 



Reconciliation of Denisons Share of Uranium Resources
(in thousands of pounds U 3 O 8 )
 December 31,
    
    
    2008
    
    
    2008 Additions
    
    
    December 31,Resources
    
    2007
    
    
    Throughput
    
    
    (Deletions)(1)
    
    
    2008McClean  Sue Bindicated
    
    
    264
    
    
    
    0
    
    
    
    (264
    )
    
    
    0inferred
    
    
    57
    
    
    
    0
    
    
    
    (57
    )
    
    
    0McClean  Caribouindicated
    
    
    613
    
    
    
    0
    
    
    
    0
    
    
    
    613inferred
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0McClean  Sue Eindicated
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0inferred
    
    
    2,651
    
    
    
    0
    
    
    
    (1,008
    )
    
    
    1,643McClean  Sue Dindicated
    
    
    639
    
    
    
    0
    
    
    
    0
    
    
    
    639inferred
    
    
    47
    
    
    
    0
    
    
    
    0
    
    
    
    47McClean Northindicated
    
    
    2,583
    
    
    
    0
    
    
    
    0
    
    
    
    2,583inferred
    
    
    11
    
    
    
    0
    
    
    
    0
    
    
    
    11Midwestindicated
    
    
    0
    
    
    
    0
    
    
    
    10,800
    
    
    
    10,800inferred
    
    
    0
    
    
    
    0
    
    
    
    101
    
    
    
    101Midwest Aindicated
    
    
    1,460
    
    
    
    0
    
    
    
    0
    
    
    
    1,460inferred
    
    
    1,082
    
    
    
    0
    
    
    
    0
    
    
    
    1,082Henry Mountains  Bullfrogindicated
    
    
    6,866
    
    
    
    0
    
    
    
    (2,192
    )(2)(3)
    
    
    4,674inferred
    
    
    6,046
    
    
    
    0
    
    
    
    (714
    )(2)(3)
    
    
    5,332Henry Mountains  Tony Mindicated
    
    
    0
    
    
    
    0
    
    
    
    8,140
    (2)(3)
    
    
    8,140inferred
    
    
    0
    
    
    
    0
    
    
    
    2,750
    (2)(3)
    
    
    2,750Arizona Stripindicated
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0inferred
    
    
    3,352
    
    
    
    0
    
    
    
    0
    
    
    
    3,352Mongolia  Hairhanindicated
    
    
    5,524
    
    
    
    0
    
    
    
    0
    
    
    
    5,524inferred
    
    
    2,439
    
    
    
    0
    
    
    
    0
    
    
    
    2,439Mutangameasured
    
    
    0
    
    
    
    0
    
    
    
    1,992
    
    
    
    1,992indicated
    
    
    0
    
    
    
    0
    
    
    
    5,817
    
    
    
    5,817inferred
    
    
    0
    
    
    
    0
    
    
    
    13,154
    
    
    
    13,154
 Notes:(1)
    
    Additions or deletions of resources include ore mined to stockpile and reassessment of
geological data and reclassification of reserves or resources.(2)
    
    Henry Mountains  Bullfrog includes the Indian Bench and Copper Bench deposits. The Henry
Mountains  Tony M includes the Southwest and Tony M deposits. See Mineral Properties -
Henry Mountains Complex.(3)
    
    The Southwest deposit, which was included in the Bullfrog resources in the Henry Mountains
Technical Report, was re-estimated as part of the Tony M report and these resources were moved
from Henry Mountains  Bullfrog to Henry Mountains  Tony M. See Mineral Properties  Henry
Mountains Complex. Historical Resources
    34




---



##### 



Haraat Historical Mineral Resources
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds eU3O8
    
    
    Pounds eU3O8Category
    
    (,000)
    
    
    (% U)
    
    
    (,000)
    
    
    (,000)Inferred Resources
    
    
    10,600
    
    
    
    0.023
    
    
    
    6,398
    
    
    
    4,479
 Notes:(1)
    
    The mineral resource estimate does not comply with the requirements of NI 43-101.
In the opinion of Scott Wilson RPA, the classification complies with CIM definition
standards.(2)
    
    The cut-off grade is 0.01% eU (0.012%U3O8).(3)
    
    The historic resource estimates cannot be verified and the estimates are not
necessarily indicative of the mineralization on the property. Elliot Lake Report
 Elliot Lake Historical Mineral Resources
 100% Basis and Company ShareTons
    
    
    Grade
    
    
    Pounds of U3O8Category
    
    (,000)
    
    
    (pounds/ton)
    
    
    (,000)Developed
    
    
    89,200
    
    
    
    1.29
    
    
    
    115,000Undeveloped
    
    
    80,500
    
    
    
    1.13
    
    
    
    90,000205,000
 Notes:(1)
    
    The mineral resource estimate does not comply with the requirements of NI 43-101.
CIM definitions are not used.(2)
    
    The cut-off grade is 0.8 lb/ton U3O8.(3)
    
    A minimum mining width of 6 feet was used and no mining recovery factors were
applied.(4)
    
    The historic resource estimates cannot be verified and the estimates are not
necessarily indicative of the mineralization on the property.    35




---



##### 



McClean Lake
 Property Description and Location
     3 8
 Accessibility, Climate, Infrastructure and Physiography
        36




---



##### 



History
 CanadianOxy Inco
   Geological Setting
  Mineralization
    37




---



##### 



Drilling
       Sampling and Analysis
  3 8
    38




---



##### 



3 8 3 8
 Security of Samples
  Mineral Reserve and Mineral Resource Estimates
 3 8
 , McClean Technical Report  www.sedar.com .
     39




---



##### 



3 3 8 GT 3 8
 Sue D Report  www.sedar.com 3 8
  McClean North
Technical Report  www.sedar.com
 3 8
 Midwest
 Property Description and Location
   40




---



##### 



Accessibility, Climate, Infrastructure and Physiography
      41




---



##### 



History
   3 8
    3 8
  42




---



##### 



Geological Setting
  Exploration
    Mineralization
 3 8
     43




---



##### 



Drilling
    Sampling and Analysis
   SRC
 Security of Samples
 3 8
   44




---



##### 



Mineral Reserve and Mineral Resource Estimates
  Midwest Technical Report www.sedar.com
 3 8 3 8 3 8
 Midwest Mineral Resources (1) (2) (3)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Category
    
    (000s)
    
    
    (% U3O8)
    
    
    (000s)
    
    
    (000s)Indicated
    
    
    354.0
    
    
    
    5.50
    
    
    
    42,900
    
    
    
    10,800Inferred
    
    
    25.0
    
    
    
    0.80
    
    
    
    400
    
    
    
    101
 Notes:(1)
    
    The Midwest Technical Report estimated Probable Reserves but they have been reclassified, by
the Company, to indicated mineral resources in 2008 as a result of the decision not to proceed
with the development of the project at this time.(2)
    
    The cut-off grade for the Midwest indicated resources is 0.30% U3O8.(3)
    
    The indicated resources also contain 4.35% nickel (Company share of 8.5 million pounds) and
0.34% cobalt (Company share of 0.68 million pounds). Midwest A Technical Report www.sedar.com
  45




---



##### 



Midwest A Mineral Resources (1) (2)
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    Pounds of U3O8
    
    
    Pounds of U3O8Category
    
    (000s)
    
    
    (% U3O8)
    
    
    (000s)
    
    
    (000s)Indicated
    
    
    464.0
    
    
    
    0.57
    
    
    
    5,800
    
    
    
    1,460Inferred
    
    
    9.2
    
    
    
    21.23
    
    
    
    4,300
    
    
    
    1,082
 Notes:(1)
    
    The mineral resource estimates comply with the requirements of NI 43-101 and the
classifications comply with CIM definition standards.(2)
    
    The cut-off grade is 0.05% eU. Other Midwest Information
  Henry Mountains Complex
   46




---



##### 



www.sedar.com Henry Mountains Technical Report
 Henry Mountains Tony M  Southwest Technical Report
 Property Description and Location
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
     47




---



##### 



History
 Exxon Plateau
   Bullfrog Property
    Tony M Property
  3 8
  Geological Setting
    48




---



##### 



Exploration
    Mineralization
   Drilling
 Bullfrog Property
    49




---



##### 



Tony M Property
  Sampling and Analysis
 Bullfrog Property
  3 8
  3 8
 Tony M Property
 3 8 3 8
 Status of Chemical Equilibrium of Uranium
 Bullfrog Property
 3 8 3 8
  50




---



##### 



Tony M Property
 3 8 3 8
 3 8 3 8
 Data Verification
 3 8
 Security of Samples
  Mineral Resource Estimation
   3 8 3 8
   51




---



##### 



Henry Mountains Complex Mineral Resource Estimate (1) (2) (3)  100% Basis and Company Share
 Grade eU3O8
    
    
    Contained eU3O8Deposit
    
    Category
    
    Million Tons
    
    
    (%)
    
    
    (million pounds)Tony M
    
    Indicated Resource
    
    
    1.03
    
    
    
    0.24
    
    
    
    4.83Tony M
    
    Inferred Resource
    
    
    0.65
    
    
    
    0.17
    
    
    
    2.17Southwest
    
    Indicated Resource
    
    
    0.66
    
    
    
    0.25
    
    
    
    3.30Southwest
    
    Inferred Resource
    
    
    0.21
    
    
    
    0.14
    
    
    
    0.68Indian Bench
    
    Indicated Resource
    
    
    0.22
    
    
    
    0.40
    
    
    
    1.74Indian Bench
    
    Inferred Resource
    
    
    0.25
    
    
    
    0.42
    
    
    
    2.09Copper Bench
    
    Indicated Resource
    
    
    0.50
    
    
    
    0.29
    
    
    
    2.93Copper Bench
    
    Inferred Resource
    
    
    0.50
    
    
    
    0.32
    
    
    
    3.24
 Notes:
 (1)
    
    The mineral resource estimates comply with the requirements of NI 43-101 and the
classifications comply with CIM definition standards.(2)
    
    The Tony M and Southwest mineral resources were estimated at a cut-off grade of
0.10% eU3O8 over a minimum thickness of 2 feet and a minimum GT
of 0.2 feet-%.(3)
    
    The Indian Bench and Copper Bench mineral resources were estimated at a cut-off
grade of 0.20% eU3O8, a minimum thickness of 4 feet and a
minimum GT of 0.8 feet-% that does not include any intervals with less than a 0.5
foot intercept of 0.08% U3O8. Cut-Off Grade and Mining Considerations
 3 8
 3 8
  3 8 3 8
  52




---



##### 



Arizona Strip
    Property Description and Location
     Accessibility, Local Resources, Physiography and Infrastructure
     53




---



##### 



3 8
  History
 3 8
  3 8
 3 8 3 8
   3 8 3 8
 3 8 3 8
  54




---



##### 



Geological Setting
      Deposit Types
    55




---



##### 



Exploration
  Mineralization
 2
  3 8 3 8 3 8
 3 8 3 8
 Drilling
   56




---



##### 



Sampling Method and Approach
   Sample Preparation, Analyses and Protocols
  3 8
 Security of Samples
  Data Verification
   57




---



##### 



Mineral Resource and Mineral Reserve Estimates
 3 8 3 8 3 8
 Arizona Strip Inferred Mineral Resource Estimates (1)  100% Basis and Company Share
 Grade eU3O8(2)
    
    
    Contained eU3O8Tons
    
    
    (%)
    
    
    (pounds)Arizona 1
    
    
    70,300
    
    
    
    0.68
    
    
    
    956,000Canyon
    
    
    70,500
    
    
    
    1.08
    
    
    
    1,523,000Pinenut
    
    
    99,200
    
    
    
    0.44
    
    
    
    873,000
 Notes:
 (1)
    
    The mineral resource estimates comply with the requirements of NI 43-101 and the
classifications comply with CIM definition standards.(2)
    
    Interval grades were converted from the gamma log data and are therefore equivalent
U3O8 (eU3O8).(3)
    
    High eU3O8 grades were cut to 6% at Arizona 1, 10% at Canyon, and 8% at
Pinenut. Cut-off Grade
 3 8 3 8
 Acquisition
 3 8 3 8
  3 8
    58




---



##### 



Pathfinder Historical Resource Estimates (1)
 Pounds of U3O8Deposit
    
    Tons
    
    
    % U3O8
    
    
    (millions)EZ1
    
    
    106,250
    
    
    
    0.66
    %
    
    
    1.4EZ2
    
    
    216,480
    
    
    
    0.44
    %
    
    
    1.9DB1
    
    
    103,550
    
    
    
    0.44
    %
    
    
    0.9WHAT
    
    
    89,800
    
    
    
    0.25
    %
    
    
    0.4Moonshine Springs
    
    
    775,000
    
    
    
    0.16
    %
    
    
    2.5
 Notes:
 (1)
    
    The mineral resource estimate does not comply with the requirements of NI 43-101.
CIM definitions are not used.(2)
    
    The historic resource estimates cannot be verified and the estimates are not
necessarily indicative of the mineralization on the property.  Colorado Plateau
  Colorado Plateau Mineral Deposit Estimates
100% Basis and Company Share
 Mineral Tons
    
    
    
    
    
    
    Pounds U3O8
    
    
    
    
    
    
    Pounds of V2O5(millions)
    
    
    % U3O8
    
    
    (millions)
    
    
    %V2O5
    
    
    (millions)Colorado Plateau
    
    
    1.335
    
    
    
    0.21
    
    
    
    5.6
    
    
    
    1.23
    
    
    
    32.9
  3 8 3 8 3 8 3 8 3 8 3 8
  59




---



##### 



Gurvan Saihan Joint Venture
 www.sedar.com Mongolia Technical Report
 Property Description and Location
 Mineral Law of Mongolia GSJV
 Mineral Agreement
 Properties Obtained Prior to 1997
   
    
    The Government of Mongolia entered into the Mineral Agreement, granting the GSJV
exclusive rights and permits to five areas without obligations for further licensing fees.
This includes the obligation of the Government to provide all necessary authorizations,
permits and licences needed by the joint venture to conduct business.
 
    
    The Russian participant contributed all of the exploration data, records, and
information it possessed for the five areas.
 
    
    Denison was obligated to provide 100% of venture funding until the predetermined total
had been reached (initially it was $4 million that then changed to $5.1 million).
  60




---



##### 




    
    Exclusive rights were granted to the GSJV for a period of 15 years, commencing in 1994,
and for so long thereafter as the GSJV is conducting exploration, development or production
activities on a specific property. Properties on which the GSJV is conducting exploration
activities after 15 years must be put into development for the purposes of production
within two years after cessation of exploration activities. The agreement will continue in
effect after 15 years as to any property in development or production so long as such
activities continue.
 
    
    When Mongolia enacts new laws, the GSJV will not be subject to conditions,
restrictions, taxes, or fees more severe than those effective at the time of approval of
the Mineral Agreement.
 
    
    No areas included in the Mineral Agreement can later be designated as closed,
restricted or open to competitive bidding as long as the Mineral Agreement is in effect.
 
    
    After the first four years of work, the GSJV may identify certain lands which are no
longer of exploration interest and may release such lands from the Mineral Agreement.
 
    
    The GSJV and the Mongolian Government will negotiate a procedure and a schedule to
release any such lands from the Mineral Agreement.
 
    
    The initial funding obligation by Denison was to be fulfilled within four years in
accordance with a schedule in the Mineral Agreement. This commitment was met in 1997.
 
    
    After the initial funding of the first $4 million (subsequently changed to $5.1
million) of GSJV expenditures, funding will be on the basis of equity share in the GSJV,
and each partner will receive its equity share of net proceeds from mining operations.
 
    
    Each participant is required to fund its own share of GSJV expenditures, however, the
Company has been funding 100% of all expenditures of the GSJV after the initial funding
obligation.
 
    
    If a participant fails to fund its share of expenditures, such participant will be
suspended from participating in the business and management of the GSJV, and will give up
its rights to its share of profits until the participant providing funding on behalf of any
non-funding participant has recovered from net profits of the GSJV an amount equal to 150%
of contributions made on behalf of the non-funding participant.
    
    Specific tax provisions for the GSJV are defined.
 
    
    In addition to its 15% equity interest in the GSJV, the Government of Mongolia is
entitled to a 4% production royalty.
 
    
    Participants cannot assign their interest to another party without the written consent
of the other participants.
 
    
    The Government of Mongolia acknowledges that its 15% equity interest in the GSJV and
its production royalty of 4% are its entire interest and waives any rights it may have had
at the time the Mineral Agreement was entered into or under future law to take a greater
interest or impose a greater royalty in the future.
 
    
    The GSJV is entitled to apply to receive benefits or favourable provisions under new
laws which contain terms or conditions that are more favourable to the GSJV than the
conditions existing when the Mineral Agreement was approved.
  61




---



##### 



History
  ISR
   62




---



##### 



Haraat Historical Resource Mineral Estimate (1)
 Company100% Basis
    
    
    SharePounds of U3O8
    
    
    Pounds U3O8Category
    
    Million Tonnes
    
    
    Grade %U(2)
    
    
    Tonnes U
    
    
    (millions)
    
    
    (millions)Inferred Resource
    
    
    10.60
    
    
    
    0.023
    
    
    
    2,461
    
    
    
    6.4
    
    
    
    4.5
 Notes:
 (1)
    
    The mineral resource estimate does not comply with the requirements of NI 43-101.
In the opinion of Scott Wilson RPA, the classification complies with CIM definition
standards.(2)
    
    The cut-off grade is 0.01% U.(3)
    
    The historic resource estimates cannot be verified and the estimates are not
necessarily indicative of the mineralization on the property.     63




---



##### 



Geological Setting
     64




---



##### 



Property Geology
    Drilling
 Drilling by Property and Year
Exploration Drilling (metres)
 Depression/Licence
    
    1994
    
    
    1996
    
    
    1997
    
    
    1998
    
    
    TotalsChoir
    
    
    8,439
    
    
    
    25,699
    
    
    
    18,816
    
    
    
    
    
    
    
    52,954Hairhan
    
    
    
    
    
    
    1,014
    
    
    
    32,426
    
    
    
    33,058
    
    
    
    66,498Gurvan Saihan
    
    
    
    
    
    
    3,495
    
    
    
    
    
    
    
    
    
    
    
    3,495Ulziit
    
    
    
    
    
    
    
    
    
    
    4,179
    
    
    
    16,900
    
    
    
    21,079Undurshil
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,360
    
    
    
    2,360Exploration Areas
(Ulziit)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672
    
    
    
    672Totals
    
    
    8,439
    
    
    
    30,208
    
    
    
    55,421
    
    
    
    52,990
    
    
    
    147,058
  65




---



##### 



Drilling by Location and Type
Exploration Drilling (metres)
 Rotary Non-Depression/Licence
    
    Core
    
    
    Rotary Core
    
    
    Hydrology
    
    
    ISR Test Wells
    
    
    Water Wells
    
    
    TotalChoir
    
    
    45,453
    
    
    
    4,163
    
    
    
    1,368
    
    
    
    1,536
    
    
    
    434
    
    
    
    52,954Hairhan
    
    
    61,555
    
    
    
    2,531
    
    
    
    1,678
    
    
    
    605
    
    
    
    129
    
    
    
    66,498Gurvan Saihan
    
    
    3,362
    
    
    
    133
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,495Ulziit
    
    
    15,839
    
    
    
    5,096
    
    
    
    
    
    
    
    
    
    
    
    144
    
    
    
    21,079Undurshil(1)
    
    
    1,650
    
    
    
    710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,360Exploration Areas
(Ulziit)
    
    
    497
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672Totals
    
    
    128,356
    
    
    
    12,808
    
    
    
    3,046
    
    
    
    2,141
    
    
    
    707
    
    
    
    147,058
 Notes:
 (1)
    
    The Undurshil project was returned to the Government in 2001 and the Company retains no
interest in this area.   Sampling Method and Approach
   Sample Preparation, Analyses and Security
 CAL
 Data Verification
   66




---



##### 



Mineral Resource Estimates
  ® TH
 Cut-off Grade
    
    
    0.02%UMinimum Thickness (TH)
    
    1 metreGrade X Thickness (GT)
    
    
    0.02Waste Thickness
    
    2 metre
       67




---



##### 



Hairhan Mineral Resource Estimates
 Company100% Basis
    
    
    ShareTonnes
    
    
    Grade
    
    
    
    
    
    
    Pounds U3O8
    
    
    Pounds of U3O8Category
    
    (,000)
    
    
    % U
    
    
    Tonnes U
    
    
    (,000)
    
    
    (,000)Indicated
    
    
    4,726
    
    
    
    0.064
    
    
    
    3,036
    
    
    
    7,891
    
    
    
    5,524Inferred
    
    
    1,848
    
    
    
    0.073
    
    
    
    1,341
    
    
    
    3,484
    
    
    
    2,439
 Notes:
 (1)
    
    The mineral resource estimates comply with the requirements of NI 43-101 and the
classifications comply with CIM definition standards.(2)
    
    The cut-off grade is 0.02% U.(3)
    
    Minimum thickness of 1 metre.(4)
    
    Density is 1.65 tonnes per cubic metre.  Mutanga Project   Mutanga
 Property Description and Location
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
   History
 GSZ AGIP
  68




---



##### 



3 8
 Geological Setting
  Mineralization
    Drilling
    69




---



##### 



Development Drilling Statistics
 Development Drilling (October 17, 2007 December 31, 2007)
    
    
    4,232mDevelopment Drilling (January 1, 2008  July 17, 2008)
    
    
    41,366mTotal Denison Development Drilling to end of 2008
    
    
    45,598m
 Sampling and Analysis
 3 8 RC
 Genalysis
 cps
  Security of Samples
  Data Verification: Processes for Determining Uranium Content by Gamma Logging
     70




---



##### 



3 8 3 8
 Core Sampling, Processing and Assaying
    Quality Assurance and Quality Control Measures
    71




---



##### 



Mineral Resources Estimates
 Mutanga Report
 3 8
 3 8
    72




---



##### 



Mutanga Resource Estimates
100% Basis and Company Share
 U3O8
    
    
    MeasuredLower
    
    
    
    
    
    
    
    
    
    
    PoundsCut-off
    
    
    tonnes
    
    
    U3O8
    
    
    U3O8Deposit
    
    ppm
    
    
    (,000)
    
    
    ppm
    
    
    (,000)Mutanga
    
    
    100
    
    
    
    1,880
    
    
    
    481
    
    
    
    1,992
 U3O8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    InferredLower
    
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    PoundsCut-off
    
    
    tonnes
    
    
    U3O8
    
    
    Pounds
    
    
    tonnes
    
    
    U3O8
    
    
    U3O8Deposit
    
    ppm
    
    
    (,000)
    
    
    ppm
    
    
    U3O8
    
    
    (,000)
    
    
    ppm
    
    
    (,000)Mutanga
    
    
    100
    
    
    
    8,400
    
    
    
    314
    
    
    
    5,817
    
    
    
    7,230
    
    
    
    206
    
    
    
    3,287Mutanga Ext
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    340
    
    
    
    400Mutanga East
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    320
    
    
    
    100Mutanga West
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    340
    
    
    
    400Dibwe
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,040
    
    
    
    234
    
    
    
    8,967Total
    
    
    
    
    
    
    8,400
    
    
    
    314
    
    
    
    5,817
    
    
    
    25,470
    
    
    
    235
    
    
    
    13,154
 Notes:
 (1)
    
    The Mutanga mineral resource estimates comply with the requirements of NI 43-101 and
the classifications comply with CIM definition standards.
 3 8 3 8
 Mineral Exploration
 General
     73




---



##### 



McClean Lake
   Midwest
  Moore Lake
 JNR
  74




---



##### 



Wheeler River
       75




---



##### 



Probe
    
    
    e% U3O8
    
    
    
    
    
    
    AssayFrom
    
    
    Interval
    
    
    (at 1% cut-
    
    
    From
    
    
    IntervalDrill Hole
    
    (m)
    
    
    (m)
    
    
    off)
    
    
    (m)
    
    
    (m)
    
    
    % U3O8WR-258
    
    
    396.0
    
    
    
    2.3
    
    
    
    18.7
    
    
    
    397.5
    
    
    
    2.5
    
    
    
    24.6
    %WR-259
    
    
    395.6
    
    
    
    4.6
    
    
    
    12.8
    
    
    
    397.0
    
    
    
    4.0
    
    
    
    19.7
    %
 3 8 3 8 3 8
  Wolly
    Park Creek
   76




---



##### 



Bell Lake Joint Venture
 TEM
  Huard-Kirsch
  Murphy Lake Project
   Hatchet Lake Project
   77




---



##### 



Bachman Lake Project
   Crawford Lake Project
   Brown Lake Project
  Ford Lake Project
  Jasper Lake Project
    Stevenson River Project
  Ahenakew Lake Project
   78




---



##### 



North Wedge Project
  JNR Operated Projects
  Gold Properties
  U.S. Properties
        79




---



##### 



Mongolia
       Mutanga
     80




---



##### 



Quality Assurance and Quality Control Procedures and Protocols
 Athabasca Basin
 QA/QC
 GPS
  
    
    Regular geochemical samples of two types are collected at specific
intervals down the hole, generally at predetermined intervals in the 5.0 metre
range:
    
    Regular samples are taken for clay analysis by (PIMA) spectrometer.
The speciation of clays determined by this method helps to characterize proximity
to mineralized alteration zones at the unconformity. Less than 10 centimetres of
sample is collected for this work.
    
    Regular samples of core are taken for multi-element geochemical
analysis to determine background levels of 53 elements; elevated concentrations of
certain elements can then aid in economic evaluation of the hole. Three selected
samples of less than 10 centimetres are composited to make up this sample.
 
    
    Selected samples of drill core are sampled on the basis of radiometric data collected
during core logging, and on the local geology in the hole. This radiometric data is
obtained by using a hand held scintillometer. The scintillometer does not allow
quantification of grades, but it does help to identify mineralization and therefore select
samples for further geochemical analysis and assay. These special samples are selected for
geochemical analysis and are generally less than 10 cm.
    
    Following completion of drilling, the hole is flushed with water for an hour to remove
any material from the bottom of the hole, and then a radiometric probe is lowered through
the rods to within 10 metres of the bottom. Readings are taken both on the way down and on
the way up. Probe results are presented as grade equivalent eU3O8.
The correlation of eU3O8 versus the true grade, as determined by
assay on split core, is generally assumed to be within 10%. The downhole probes are
calibrated originally by the manufacturer at test pits with known mineralization in the
United States. These probes are also regularly tested in the test pits at a
government-owned facility in Saskatoon.
    
    Assay data is collected where the geologist suspects, on the basis of alteration,
geology, scintillometer and probe results, that the grade of a sample could be greater than
0.01% U3O8. The start and end points of the sample are marked;
Denison strives to keep a constant 0.5 metre sample interval. Flank samples are taken
above and below the suspected mineralized interval to geochemically constrain this
mineralization. These samples are split longitudinally with a mechanical splitter, and
half of the core is archived. The sample is placed in individual plastic bags, a sample
tag is placed in the bag and sealed and a corresponding tag is stapled to the core
box where the core was removed, and the samples are collected in five gallon pails for
shipment to the analytical lab.
  81




---



##### 



3 8
 
    
    Drill cores are received by the analytical laboratory from Denison in sealed five-gallon
plastic pails. Each core sample is contained in a sealed plastic bag with a sample tag. A
packing slip is enclosed that contains instructions and a sample number list. Samples are
verified against the packing slip. Any extra samples or missing samples are noted and
Denison is informed.
    
    Samples are sorted by the analytical laboratory according to location (sandstone or
basement origin) radioactivity, and are dried and processed as follows:
 
    
    Samples are processed from lowest to highest radioactivity.
    
    Crushed to 60% -2 millimetres. Approximately 200 grams of crush is riffled out then ground
in a chrome steel grinding mill to 90% -106 microns.
    
    Replicates are chosen at random and another 200 grams of crush is riffled and ground.
 
    
    The pulp is digested in aqua regia leach and diluted. The solutions are then analyzed by
ICP for % U3O8.
  82




---



##### 




    
    Certified U3O8 standards are analyzed with samples with
corresponding radioactivities. The detection limit is 0.002 wt% U3O8.
Accuracy at various concentrations of U3O8 are listed below:
 
 Sample #
    
    %U3O8
    
    
    Typical AccuracyBL-1
    
    
    0.026
    
    
    
    ±0.004BL-4a
    
    
    0.147
    
    
    
    ±0.004BL-2a
    
    
    0.502
    
    
    
    ±0.008BL-3
    
    
    1.21
    
    
    
    ±0.02BL-5
    
    
    8.36
    
    
    
    ±0.10RS2-11
    
    
    48.0
    
    
    
    ±0.7
  Mongolia
  Processes for Determining Uranium Content by Gamma Logging
    3 8 3 8
 Core Sampling, Processing, and Assaying
   83




---



##### 



Quality Assurance and Quality Control Measures
       84




---



##### 



Zambia
  Processes for Determining Uranium Content by Gamma Logging
    3 8 3 8
 Core Sampling, Processing, and Assaying
   85




---



##### 



Quality Assurance and Quality Control Measures
       86




---



##### 



U.S.
  Processes for Determining Uranium Content by Gamma Logging
    3 8 3 8
 Core Sampling, Processing, and Assaying
     87




---



##### 



Quality Assurance and Quality Control Measures
      Manager of UPC
  3 8 6 3 8 6
  88




---



##### 



3 8
 Urizon Joint Venture
 Urizon NFS USM Ore Program
  USM Ore
     89




---



##### 



Denison Environmental Services
     Environmental and Safety Matters
 EHS Policy
  90




---



##### 



McClean Lake
  Reclamation
  Midwest Facility
 Reclamation
  Elliot Lake
 3 8 3 8
   JRG Fisheries Act
  91




---



##### 



Reclamation
  Denison Environmental Services
  Exploration
  U.S. Environmental Regulation
 White Mesa Mill
     92




---



##### 



BGQR GWDP NOV
 Reclamation
  U.S. Mines
  Reclamation
  Mongolia
  Zambia
  Employees
   Government Regulation
 Canadian Uranium Industry
 Nuclear Safety and Control Act NSCA Atomic Energy Control Act
  93




---



##### 



U.S. Uranium Industry
 Atomic Energy Act of
1954 10 CFR
      94




---



##### 



Land Tenure
 Canada
 Mining Lease The Crown Minerals
Act The Crown Minerals Act The Mineral Disposition Regulations
 Mineral Claim
 Surface
Lease
 United States
  Canadian Royalties
 Royalty Schedule
  95




---



##### 



Average Price
    
    Tiered Royalty as a % of Revenuesper Kilogram of U3O8*in Cdn $
    
    within the BracketUp to $30
    
    
    0
    %$30 to $45
    
    
    6
    %$45 to $60
    
    
    10
    %More than $60
    
    
    15
    %
  Canadian Income and Other Taxes
   U.S. Income and Other Taxes
   RISK FACTORS
  Current Global Financial Conditions
   96




---



##### 



Market Price of Shares
  Dilution from Further Equity Financing
  Volatility and Sensitivity to Prices and Costs
 3 8 2 5
   Ability to Maintain Obligations under Credit Facility and Other Debt
   97




---



##### 



Competition from Other Energy Sources and Public Acceptance of Nuclear Energy
  Uranium Industry Competition and International Trade Restrictions
 6
 Competition for Properties
  Replacement of Reserves and Resources
   98




---



##### 



Imprecision of Reserve and Resource Estimates
  Decommissioning and Reclamation
    Technical Obsolescence
   99




---



##### 



Property Title Risk
   Production Estimates
   Mining and Insurance
     100




---



##### 



Dependence on Issuance of Licence Amendments and Renewals
  Nature of Exploration and Development
     Governmental Regulation and Policy Risks
   101




---



##### 



Operations in Foreign Jurisdictions
    102




---



##### 



Environmental, Health and Safety Risks
    Aboriginal Title and Consultation Issues
  Accounting
Policies
  Credit Risk
   103




---



##### 



Currency Fluctuations
  Capital Intensive Industry; Uncertainty of Funding
  Dependence on Key Personnel and Qualified and Experienced Employees
   Internal Controls
  Conflicts of Interest
   104




---



##### 



Reliance on ARC as Operator
  Labour Relations
  Indemnities
  Description of Securities
 Common Shares
  2004 Warrants
 2004 Warrants
   105




---



##### 



2006 Warrants
 2006 Warrants
   Dividend Policy
  Market for Securities
 Trading Price and Volume of the Common Shares
 Common SharesCdn$ Price
    
    
    Trading VolumeMonth
    
    Range
    
    
    (000s)2008January
    
    
    6.37  9.35
    
    
    
    27,827February
    
    
    6.19  9.50
    
    
    
    50,065March
    
    
    6.48  9.24
    
    
    
    27,961April
    
    
    6.59  7.76
    
    
    
    35,783May
    
    
    6.65  8.75
    
    
    
    36,610June
    
    
    6.97  8.91
    
    
    
    18,154July
    
    
    6.56  8.70
    
    
    
    22,788August
    
    
    5.30  6.56
    
    
    
    24,594September
    
    
    3.14  5.73
    
    
    
    27,876October
    
    
    1.31  3.00
    
    
    
    39,416November
    
    
    0.99  1.83
    
    
    
    45,684December
    
    
    0.72  1.46
    
    
    
    42,046
   106




---



##### 



Trading Price and Volume of the 2004 Warrants and the 2006 Warrants
 
 2006 Warrants
    
    
    2004 WarrantsCdn$ Price
    
    Trading Volume
    
    
    Cdn$ Price
    
    Trading VolumeMonth
    
    Range
    
    (000s)
    
    
    Range
    
    (000s)2008January
    
    4.84  10.05
    
    
    38
    
    
    6.44  13.31
    
    
    198February
    
    4.43  7.90
    
    
    60
    
    
    6.75  13.45
    
    
    82March
    
    5.30  8.60
    
    
    71
    
    
    7.50  13.00
    
    
    69April
    
    5.00  6.40
    
    
    19
    
    
    7.00  10.50
    
    
    38May
    
    6.00  7.66
    
    
    69
    
    
    7.20  12.25
    
    
    53June
    
    5.55  8.00
    
    
    16
    
    
    8.50  11.75
    
    
    60July
    
    4.85  7.95
    
    
    40
    
    
    7.12  11.00
    
    
    26August
    
    3.40  4.92
    
    
    38
    
    
    4.15  7.25
    
    
    62September
    
    1.25  4.00
    
    
    58
    
    
    1.20  4.77
    
    
    102October
    
    0.20  1.01
    
    
    218
    
    
    0.33  1.12
    
    
    139November
    
    0.22  0.52
    
    
    75
    
    
    0.20  0.75
    
    
    44December
    
    0.20  0.50
    
    
    73
    
    
    0.10  0.40
    
    
    229
  Directors and Officers
 Directors
  Name and Province andCountry of Residence
    
    Principal Occupation and Employment for Past Five Years
    
    Director Since(1)Craig, John H.(2, 4)
Ontario, Canada
    
    Lawyer, Partner, Cassels Brock & Blackwell LLP.
    
    
    1997W. Robert Dengler(3, 4)
Ontario, Canada
    
    Corporate Director, commencing in 2006; prior:
Vice-Chairman and Director of Dynatec Corporation in
2005; President and Chief Executive Officer of Dynatec
Corporation.
    
    
    2006Brian D. Edgar(2)
British Columbia, Canada
    
    President and Chief Executive Officer of Dome Ventures
Corporation.
    
    
    2005E. Peter Farmer
Ontario, Canada
    
    Chief Executive Officer of the Company, commencing in
2006; prior: President and Chief Executive Officer and
Director of DMI from 2003-2006; President and Chief
Executive Officer and Director of Denison Energy from
2002-2004.
    
    
    2006Ron F. Hochstein(4)
British Columbia, Canada
    
    President and Chief Operating Officer of the Company,
commencing 2006; prior: President and Chief Executive
Officer and Director of the Company.
    
    
    2000Paul F. Little(3, 5)
Ontario, Canada
    
    Lead Director of the Company; Corporate Director and
Financial Consultant; prior: Chairman of the Board of
DMI from 2004-2006.
    
    
    2006
  107




---



##### 



Name and Province andCountry of Residence
    
    Principal Occupation and Employment for Past Five Years
    
    Director Since(1)Lukas H. Lundin(3)British Columbia, Canada
    
    Chairman of the Board of the Company; Mining Executive.
    
    
    1997William A. Rand(5)British Columbia, Canada
    
    Director of Rand Edgar Investment Corp.
    
    
    1997Roy J. Romanow P.C.,O.C., Q.C.( 2)
Saskatchewan, Canada
    
    Senior Fellow, Department of Political Studies,
University of Saskatchewan.
    
    
    2006Catherine J. G.Stefan(5,6)
Ontario, Canada
    
    President, Stefan & Associates.
    
    
    2006
 Notes:
 (1)
    
    The term of office of each of the directors of Denison will expire at the Annual
Meeting of the shareholders to be held on April 30, 2009.(2)
    
    Member, Corporate Governance
and Nominating Committee.(3)
    
    Member, Compensation
Committee.(4)
    
    Member, Environment, Health
and Safety Committee.(5)
    
    Member, Audit Committee.(6)
    
    Chair, Audit Committee. Executive Officers
  Name and Province andCountry of Residence
    
    Position with Denison and Employment for Past Five YearsJames R. Anderson
Ontario, Canada
    
    Executive Vice President and Chief Financial Officer,
commencing in 2006; prior: Executive Vice President and
Chief Financial Officer of DMI from 2004  2006;
Managing Director of Excel Energy Group Inc. from 2003
 2004.Philip G. Buck
Colorado, U.S.A.
    
    Vice President, Mining, commencing in January, 2008;
prior: General Manager, Canada Dynatec Corporation from
2006  2008; prior: Area Manager of Dynatec 2003 
2005; Project Manager for Barrick Gold Corporation 2001
 2003.Donald C. CampbellOntario, Canada
    
    Vice President, Commercial,
commencing in 2006; prior: Vice President, Marketing and Special Projects of DMI
from 2004  2006 and of Denison Energy and its
predecessor from 1993  2004.Andre Desautels
Ontario, Canada
    
    Vice President, General Counsel and Corporate
Secretary, commencing 2008; prior: member of the New
Media Executive Team at Canwest Publishing Inc., 2005 -
2008; prior:, Associate General Counsel, Canadian
division of Time Warner Inc, 2001-2005.David C. Frydenlund
Colorado, U.S.A.
    
    Vice-President, U.S. Legal and Regulatory Affairs and
Assistant Corporate Secretary, commencing 2006; prior: Vice-President and General Counsel and Corporate
Secretary of the Company from 1997  2006; Chief
Financial Officer and Treasurer of the Company from
2000  2005; Director of the Company from 1997  2006.William C. KerrOntario, Canada
    

Vice-President,
Exploration, commencing 2006; prior: Vice-President Exploration and Development for DMI in
2006; Director, Resources for DMI from 2004  2006;
Director, Resource Evaluation for Denison Energy and
its predecessor from 1997  2003.Harold R. Roberts
Colorado, U.S.A.
    
    Executive Vice President, U.S. Operations, commencing
2006; prior: Vice President, Corporate Development of
International Uranium (USA) Corporation (IUSA) from
2005  2006; Consultant to the Company 2003  2004;
Vice President, Corporate Development of IUSA from 2001
 2003.Curt D. Steel
Connecticut, U.S.A.
    
    Vice President, Sales and Marketing, commencing in
2008; prior: Senior Trader, NUKEM Inc. from 1998 
2007.
  108




---



##### 



Cease Trade Orders, Bankruptcies, Penalties or Sanctions
 (a)
    
    is, at the date of this AIF, or has, within the previous ten year period, been a
director or officer of any company, that, while the person was acting in that capacity:
 (i)
    
    was the subject of a cease trade or similar order or an order that
denied the relevant company access to any exemptions under applicable securities
legislation for a period of more than 30 consecutive days;
 (ii)
    
    was subject to an event that resulted, after the director or executive
officer ceased to be a director or officer, in the company being the subject of a
cease trade or similar order or an order that denied the relevant company access to
any exemptions under applicable securities legislation for a period of more than 30
consecutive days; or
 (iii)
    
    within a year of that person ceasing to act in that capacity, became
bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or
 (b)
    
    has, within the previous ten year period, become bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver, receiver manager
or trustee appointed to hold its assets.
  Conflicts of Interest
   109




---



##### 



Standing Committees
 The Audit Committee
 Overview
  
    
    recommending to the Companys Board of Directors the external auditor to be nominated
for election by the Companys shareholders at each annual general meeting and negotiating
the compensation of such external auditor;
 
    
    overseeing the work of the external auditor;
 
    
    reviewing the Companys annual and interim financial statements, MD&A and press
releases regarding earnings before they are reviewed and approved by the Board of Directors
and publicly disseminated by the Company; and
 
    
    reviewing the Companys financial reporting procedures for the Companys public
disclosure of financial information extracted or derived from its financial statements.
 Audit Committee Mandate/Terms of Reference
 Mandate
 Composition of the Audit Committee
 Audit Committees of the Canadian Securities Administrators NI 52-110 Circular www.sedar.com
  110




---



##### 



Financially
    
    Education & Experience Relevant toMember Name
    
    Independent(1)
    
    Literate(2)
    
    Performance of Audit Committee DutiesPaul F. Little
    
    Yes
    
    Yes
    
        Chartered Accountant (ICAO)    M.B.A. (Finance)    Held position of Chief
Financial Officer of one public
company and two private companies.Catherine J.G. Stefan,
Chair of the Audit
Committee
    
    Yes
    
    Yes
    

    Chartered Accountant (ICAO)
    B.Comm
    Held position of Senior Vice
President, O&Y Properties Inc.,
President of Stefan & Associates and
Executive Vice-President of Bramalea
Group, Chair, Tax Committee of the
Canadian Institute of Public Real
Estate Companies (CIPREC).William A. Rand
    
    Yes
    
    Yes
    

    B.Comm (Accounting)
    Two law degrees, with
extensive corporate finance
experience
    Has served on audit
committees of a number of public
companies
 (1)
    
    To be considered independent, a member of the Committee must not have any direct or
indirect material relationship with the Company. A material relationship is a
relationship which could, in the view of the Board of Directors of the Company, reasonably
interfere with the exercise of a members independent judgment.(2)
    
    To be considered financially literate, a member of the Committee must have the ability
to read and understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and complexity
of the issues that can reasonably be expected to be raised by the Companys financial
statements. Reliance on Certain Exemptions
  Audit Committee Oversight
  Pre-Approval Policies and Procedures
  External Auditor Service Fees (By Category)
   111




---



##### 



Financial Year
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    
    Fees(2)
    
    
    Tax Fees(3)
    
    
    All Other Fees(4)December 31, 2007
    
    $
    301,882
    
    
    $
    247,832
    
    
    $
    108,889
    
    
    $
    29,710December 31, 2008
    
    
    402,586
    
    
    
    163,037
    
    
    
    203,403
    
    
    
    38,884
 Notes:
 (1)
    
    The aggregate fees billed for audit services.(2)
    
    The aggregate fees billed for assurance and related services that are reasonably related to
the performance of the audit or review of the companys financial statements and are not
disclosed in the Audit Fees column.(3)
    
    The aggregate fees billed for tax compliance, tax advice, and tax planning services.(4)
    
    The aggregate fees billed for professional services other than those listed in the other
three columns. For 2008, All Other Fees relates to assisting the Company with the adoption
of International Financial Reporting Standards. For 2007, All Other Fees relates to due
diligence reporting of the Denison Arrangement. Other Board Committees
  Legal Proceedings
  Interest Of Management And Others In Material Transactions
  Registrar And Transfer Agent
  Material Contracts
 www.sedar.com
  112




---



##### 



1.
    
    The Reclamation Funding Agreement made as of the 21st day of December 1995
among DML, Her Majesty the Queen in Right of Canada (the Government of Canada) and Her
Majesty the Queen in right of the Province of Ontario (the Government of Ontario) as
amended by the Amending Agreement made as of the 11th day of April 1997 among
DML, the Government of Canada and the Government of Ontario and as further amended by the
Amending Agreement made as of the 25th day of February 1999 among DML, the
Government of Canada and the Government of Ontario and further amended by an Assignment and
Novation Agreement made as of the 29th day of December, 2003 among Denison
Energy, the Company, the Government of Canada and the Government of Ontario.According to the Reclamation Funding Agreement, the Company is required to maintain funds in
an Environmental Trust sufficient for the succeeding 6 years of the estimated reclamation
and on-going care and monitoring expenditures for the Companys closed Elliot Lake mining
facility.
 2.
    
    The Arrangement Agreement dated as of September 18, 2006, as amended and restated as of
October 16, 2006, with effect as and from September 18, 2006, among DMI, IUC and IUC Subco.
A copy of this agreement, as amended, was filed on the Companys profile on the
SEDAR website at www.sedar.com on October 25, 2006.According to the Arrangement Agreement, IUC, DMI and IUC Subco completed the Denison
Arrangement pursuant to which DMI and IUC Subco amalgamated, and each shareholder of DMI
received 2.88 Common Shares of IUC for each share of DMI held. In addition, pursuant to the
Arrangement Agreement, IUC filed Articles of Amendment to change IUCs name to Denison
Mines Corp..3.
    
    The Credit Facility dated as of June 30, 2008
  Names And Interests Of Experts
   113




---



##### 



Additional Information
 www.sedar.com
  114




---



##### 



www.sedar.com
 
 
  115




---



##### 



Exhibit 1  Organizational Structure  as at december 31, 2008




---



##### 








---



##### 



Schedule A
 Denison Mines Corp.
Audit Committee Mandate and Charter
 Composition of the Committee
 (1)
    
    The Board shall appoint annually from among its members at the first meeting of the
Board following the annual meeting of the shareholders a committee to be known as the Audit
Committee (the Committee) to be composed of three (3) directors or such other number not
less than three (3) as the Board may from time to time determine.
 (2)
    
    Any member of the Committee may be removed or replaced at any time by the Board. Any
member of the Committee ceasing to be a director or ceasing to qualify under A(3) below
shall cease to be a member of the Committee. Subject to the foregoing, each member of the
Committee shall hold office as such until the next annual appointment of members to the
Committee after his or her election. Any vacancy occurring in the Committee shall be
filled at the next meeting of the Board.(3)
    
    Each member of the Committee shall:
 (a)
    
    be a member of the Board;(b)
    
    not be an officer or employee of the Company or any of its affiliates;(c)
    
    be an unrelated director as defined in the Toronto Stock Exchange (the
TSX) Corporate Governance Guidelines (TSX Guidelines) as the same may be
amended from time to time;(d)
    
    satisfy the independence requirements applicable to members of audit
committees under each of Multilateral Instrument 52-110  Audit Committeesof the
Canadian Securities Administrators (M1 52-110), Rule 10A-3(b)(1)(ii) of the
United States Securities and Exchange Commission, and any other applicable laws and
regulations, as the same may be amended from time to time (with the TSX Guidelines,
Applicable Laws); and(e)
    
    satisfy the financial literacy requirements prescribed by Applicable
Laws.
 (4)
    
    A majority of the Committee shall constitute a quorum.(5)
    
    The Committee shall elect annually a chairperson from among its members.
 Purpose
 (1)
    
    The Committees purpose is to assist the Board in its supervision of the management
of the business and affairs of the Company through oversight of:
 (a)
    
    the integrity of the Companys financial statements, Managements
Discussion and Analysis (MD&A) and other financial reporting;(b)
    
    the integrity of the Companys internal control and management
information systems;




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(c)
    
    the Companys compliance with all applicable laws, rules, regulations,
policies and other requirements of governments, regulatory agencies and stock
exchanges relating to accounting matters and financial disclosure;(d)
    
    the auditors qualifications and activities;(e)
    
    communication among the auditor, management and the Board; and(f)
    
    such other matters as are determined by the Board from time to time.
 Committee Resources
 (1)
    
    The Committee shall have direct channels of communication with the Companys
auditor to discuss and review specific issues as appropriate.(2)
    
    The Committee, or any member of the Committee with the approval of the Committee, may
retain at the expense of the Company such independent legal, accounting (other than the
auditor) or other advisors on such terms as the Committee may consider appropriate and shall
not be required to obtain the approval of the Board in order to retain or compensate any
such advisors.(3)
    
    The Committee shall have unrestricted access to Company personnel and documents and
shall be provided with all necessary funding and other resources to carry out its
responsibilities;
 Committee Responsibilities
 (1)
    
    The responsibilities of the Committee shall be to:
 (a)
    
    with respect to financial accounting matters:
 (i)
    
    review with management and the external auditors the annual
consolidated financial statements, MD&A and press release announcing annual
financial results of operations before making recommendations to the Board
relating to approval of such documents;(ii)
    
    review with management and the external auditors interim
financial statements, MD&A and press release announcing interim financial
results of operations before making recommendations to the Board relating to
approval of such documents;(iii)
    
    review and discuss with management and the external auditors
all public disclosure documents containing audited or unaudited financial
information including: any Prospectus; the Annual Report; interim unaudited
reports; the Annual Information Form; Management Information Circular, and any
material change report pertaining to the Companys financial matters. The
Committee will review the consistency of the foregoing documents with facts,
estimates or judgments contained in the audited or unaudited financial
statements;(iv)
    
    satisfy itself that adequate procedures are in place for the
review of the Companys disclosure of financial information extracted or
derived from the Companys financial statements, other than the Companys
financial statements, MD&A and earnings press releases, and shall periodically
assess the adequacy of those procedures;




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(v)
    
    prior to the completion of the annual audit, and at any other
time deemed advisable by the Committee, review and discuss with management and
the auditor the quality of the Companys accounting policies and financial
statement presentation, including, without limitation, the following:
 1.
    
    all critical accounting policies and practices
to be used, including, without limitation, the reasons why certain
estimates or policies are or are not considered critical and how
current and anticipated future events may impact those determinations
as well as an assessment of any proposed modifications by the auditors
that were not made;2.
    
    all alternative accounting treatments for
policies and practices that have been discussed by management and the
auditors; and3.
    
    other material written communications between
the auditor and management, including, without limitation, any
management letter, schedule of unadjusted differences, the management
representation letter, report on internal controls, as well as the
engagement letter and the independence letter;
 (vi)
    
    review annually the accounting principles and practices
followed by the Company and any changes in the same as they occur;(vii)
    
    review new accounting principles of the Canadian Institute of
Chartered Accountants and the Financial Accounting Standards Board which would
have a significant impact on the Companys financial reporting as reported to
the Committee by management;(viii)
    
    review the status of material contingent liabilities as reported to the
Committee by management;(ix)
    
    review potentially significant tax problems as reported to the
Committee by management; and(x)
    
    review any errors or omissions in the current or prior years
financial statements which appear material as reported to the Committee by
management;
 (b)
    
    with respect to the external auditors:
 (i)
    
    be directly responsible for the appointment, compensation,
retention, termination and oversight of the work of the auditor (including,
without limitation, resolution of disagreements between management and the
auditor regarding financial reporting) for the purpose of preparing or issuing
an audit report or performing other audit, review or services for the Company;(ii)
    
    approve, prior to the auditors audit, the auditors audit plan
(including, without limitation, staffing), the scope of the auditors review
and all related fees;




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(iii)
    
    satisfy itself as to the independence of the auditor. The
Committee shall pre-approve any non-audit services (including, without
limitation, fees therefor) provided to the Company or its subsidiaries by the
auditor or any auditor of any such subsidiary and shall consider whether these
services are compatible with the auditors independence, including, without
limitation, the nature and scope of the specific non-audit services to be
performed and whether the audit process would require the auditor to review any
advice rendered by the auditor in connection with the provision of non-audit
services. The Committee shall not allow the auditor to render any non-audit
services to the Company or its subsidiaries that are prohibited by Applicable
Law;(iv)
    
    review and approve the Companys policies concerning the hiring
of employees and former employees of the Companys auditor or former auditor.
 (c)
    
    with respect to internal controls:
 (i)
    
    oversee managements design, testing and implementation of the
Companys internal controls and management information systems and review the
adequacy and effectiveness thereof.
 (d)
    
    with respect to concerns and complaints:
 (i)
    
    establish procedures for:
 1.
    
    the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters; and2.
    
    the confidential, anonymous submission by
employees of the Company of concern regarding questionable accounting
or auditing matters.
 (e)
    
    with respect to ethics:
 (i)
    
    The Committee shall be responsible for oversight and
enforcement of the Code of Ethics for the Chief Executive Officer, Senior
Financial Officers and Other Officers of the Company, subject to the
supervision of the Board.
 (f)
    
    with respect to general audit matters:
 (i)
    
    inquire of management and the external auditors as to any
activities that may or may not appear to be illegal or unethical;(ii)
    
    review with management, the operations analyst and the external
auditors any frauds reported to the Audit Committee;(iii)
    
    review with the external auditors the adequacy of staffing for
accounting and financial responsibilities; and(iv)
    
    report and make recommendations to the Board as the Committee
considers appropriate.




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(2)
    
    In addition, the Board may refer to the Committee such matters and questions relating
to the Company as the Board may from time to time see fit;(3)
    
    Any member of the Committee may require the auditors to attend any or every meeting of
the Committee.
 Meetings
 (1)
    
    The times of and the places where meetings of the Audit Committee shall be held and the
calling of and procedure at such meetings shall be determined from time to time by the
Committee, provided however that the Committee shall meet at least quarterly, and the
Committee shall maintain minutes or other records of its meetings and activities. Notice
of every such meeting to be given in writing not less than five (5) days prior to the date
fixed for the meeting, and shall be given to the auditors of the Company, that the auditors
shall be entitled to attend and be heard thereat. Meetings shall be convened whenever
requested by the auditors, the operations analyst or any member of the Audit Committee in
accordance with the Ontario Business Corporations Act.
 (2)
    
    As part of each meeting of the Committee at which it recommends that the Board
approve the financial statements of the Company, and at such other times as the Committee
deems appropriate, the Committee shall meet separately with the auditor to discuss and
review specific issues as appropriate.
 Evaluation of Charter and Mandate
 (1)
    
    On at least an annual basis, the Committee shall review and assess the adequacy of
this Charter and Mandate and recommend any proposed changes to the Board of Directors.
 (2)
    
    All prior resolutions of the Board relating to the constitution and responsibilities of
the Audit Committee are hereby repealed.




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Schedule B
 Glossary of Technical Terms
  eU 3 O 8
 3 8
 Indicated Mineral Resource
  Inferred Mineral Resource
  Measured Mineral Resource
  Mineral Reserve
  Mineral Resource




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Preliminary Feasibility Study
  Probable Mineral Reserve
  Proven Mineral Reserve
  Qualified Person
  Spot market
  Spot market price
  U 3 O 8
 3 8.
 V 2 O 5