June 3, 2013 Initiating Coverage

DENISON MINES CORP. The next M&A target?

INVESTMENT THESIS Recommendation: BUY (Speculative) has actively re-shaped its corporate Symbol/Exchange: DML-TSX / DNN-NYSE focus given numerous asset divestments and Sector: Metals & Mining acquisitions over the past year. The company has All dollar values in C$ unless otherwise noted. transitioned from a U.S.-based, high-cost uranium Current price: $1.33; US$1.29 producer to a premier exploration company with One-year target: $1.60 world class assets and critical mass in the Return Target: 20.3% . It is the next likely target of Cash on hand: $39.9M significance for M&A activity in the uranium space. Company Summary VALUATION Shares O/S (M) 461.3 52-week range $1.06 - $1.68 Market cap ($M) $613.6 Avg. weekly vol. (M) 4.5 We are initiating coverage on Denison with a target Market float ($M) $532.6 Fiscal year-end 31-Dec price of $1.60 per share and a BUY (Speculative) Revenue Generating Assets recommendation. Our valuation is based on a 1.0x McLean Lake Mill multiple on conservative net asset value of Uranium Participation Management Contract Denison’s portfolio. Measured & Indicated Resource Tonnes U3O8 Grade Attrib Resource Gurvan Saihan JV 12,261,000 0.07% 16.81 M lbs FOCUS POINTS McClean Lake Deposits 778,700 2.44% 4.25 M lbs Midwest 818,000 4.91% 12.26 M lbs ▪ World-Class Portfolio: Denison’s impressive Mutanga 10,280,000 0.03% 7.81 M lbs portfolio includes the Wheeler River project, Waterbury Lake 307,000 1.52% 6.17 M lbs which contains the Phoenix deposit that is Wheeler River Project 152,400 15.60% 31.38 M lbs currently the highest grade uranium deposit in Inferred Resource U3O8 Grade Resource the world. Gurvan Saihan JV 5,536,000 0.05% 4.94 M lbs McClean Lake Deposits 510,900 0.68% 1.70 M lbs ▪ Surrounded by Giants: Until recently, Midwest 34,200 6.30% 1.18 M lbs had a practical monopoly on the Basin Mutanga 65,270,000 0.03% 41.40 M lbs however given Rio Tinto’s entry into the space Waterbury Lake 138,000 0.90% 1.65 M lbs Wheeler River Project 11,600 29.80% 4.56 M lbs (via its 2010 acquisition of Hathor Source: Company reports and Cantor Fitzgerald Exploration), other large players are stepping-

in. AREVA and KEPCO are also active in the $1.80 14.0 area. $1.60 12.0 Equity Research

▪ Acquisition Target: Denison is an attractive $1.40 10.0 target for companies looking to either gain $1.20 8.0 critical mass in the area (Rio Tinto) or establish $1.00 6.0

a stranglehold on the Athabasca Basin Price (C$) (Cameco) $0.80 4.0 Volume (M) ▪ Attractive Valuation: Based on the sum of its $0.60 2.0 current resource estimates, Denison is trading $0.40 0.0 Jul/12 Sep/12 Nov/12 Jan/13 Mar/13 May/13 at a significant discount to recent transactions Company profile: Denison Mines is a uranium exploration of its Athabasca-focused peers (namely Hathor company with interests primarily focused in the Athabasca Exploration & Fission Energy) Basin, but also located in Zambia and Mongolia.

Rob Chang, MBA Associate: Michael Wichterle, MBA [email protected] [email protected] (416) 849-5008 (416) 849-5005 Sales/Trading — Toronto: (416) 363-5757, (866) 442-4485; Montreal: (514) 845-8111, (800) 465-5616

See disclosure and a description of our recommendation structure at the end of this report. Denison Corp. June 3, 2013

SUMMARY AND RECOMMENDATION We are initiating coverage of Denison Mines Corp. with a BUY recommendation and a $1.60 target price. Denison has been actively re-shaping its corporate focus given numerous asset divestments and acquisitions over the past year. The company has transitioned from a U.S.-based, high-cost uranium producer to a premier exploration company with world class assets and critical mass in the Athabasca Basin.

INVESTMENT POSITIVES World-Class Portfolio Denison’s impressive portfolio is focused on the Athabasca Basin, which is the world’s best address for . It is home to the highest grade uranium deposits in the world and has excellent infrastructure due to its 38-year history of uranium production.

Notable components in Denison’s world-class portfolio include:

Wheeler River (60%): 60M lbs U3O8 project containing the Phoenix deposit that is currently the highest grade uranium deposit in the world at an average grade of 16.60% U3O8.

Midwest (25.17%): At an average grade of 5.46% U3O8, the 43M lbs Midwest project is the 6th-highest grade uranium project in the world. Moreover, it is located strategically within a few kilometres of Rio Tinto’s Roughrider project.

Waterbury Lake (60%): Denison’s most recent acquisition is the 1.39% th average U3O8 grade Waterbury Lake project (12 globally). This 13M lbs deposit is located adjacent to Rio Tinto’s Roughrider project and is actually the western extension of its mineralization.

McClean Lake (22.5%): The McClean Lake deposits (North, Sue D, and Caribou) together have an average U3O8 grade of 2.22% and a combined resource size of 18M lbs.

McClean Lake Mill (22.5%): The most technologically advanced mill in the world. It is the only mill capable of processing high grade uranium ore with diluting it.

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Exhibit 1. Global Uranium Deposits Ranked by Weighted U3O8 Grade

Top 20 by Weighted Global U3O8 Grade (%)

0% 5% 10% 15% 20%

Wheeler River (Denison) 16.60% Cigar Lake (Cameco) 16.23% McArthur River (Cameco) 14.98% 60% ownership

Midwest A (AREVA/Denison) 9.35% 25.17% ownership Roughrider (Rio Tinto) 8.63%

Midwest (AREVA/Denison) 5.46% 25.17%ownership Millenium (Cameco) 4.44% Tamarack (Cameco) 4.23%

McClean Lake (AREVA/Denison) 2.54% 22.5% ownership Dawn Lake (Cameco) 1.69% Shea Creek (UEX) 1.40% Waterbury Lake (Denison Mines) 1.39% 60% ownership Canyon (Energy Fuels) 1.08% Rabbit Lake (Cameco) 0.82% Lac 50 Trend (Kivalliq) 0.69% Arizona 1 (Energy Fuels) 0.68% Matoush (Strateco) 0.66% Lavoie (AREVA‐SOQUEM) 0.53% Key Lake (Cameco) 0.52% Jabiluka (Rio Tinto) 0.50% Global Median 0.08%

Source: Cantor Fitzgerald , Company Reports

Surrounded by Giants Until recently, Cameco has had a practical monopoly on the Basin however given Rio Tinto’s entry into the space (via its 2011 acquisition of ), other large players are stepping in. AREVA and the Korea Electric Power Corp (“KEPCO”) are also active in the area. With a transaction already in the books this year in the Basin and two more outside of it, we expect more to follow.

Acquisition Target Denison is an attractive target for companies looking to either gain critical mass in the area or establish a foothold in the Athabasca Basin. For the former, Rio Tinto is a prime candidate as its 2011 acquisition of Hathor Exploration for its 57M lbs U3O8 Roughrider project was the mining giant’s first foray into the Basin. While the Roughrider project is of excellent quality, it lacks the size that would move the proverbial needle for Rio Tinto. However, the entire uranium camp surrounding Hathor contains upwards of 120M lbs of U3O8 within a 4km radius with Denison owning significant interests in the adjacent Waterbury Lake (60%) and Midwest (25.17%) projects, which account for 66M lbs on a 100% basis. The other significant owner of the Midwest projects is French nuclear giant Areva SA (69.16%), which may also be an acquirer once it gets its financial house in order. On the other hand Cameco may want to box out others from the Athabasca Basin and maintain its dominance of the area by acquiring Denison. While it did

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battle Rio Tinto for Hathor Exploration, it ultimately allowed the latter to gain a foothold in the Basin. We are of the view that Cameco may want to keep the Basin to itself and acquire Denison in a move that would effectively tie up most of the assets in the basin, which would make it less economically viable for others to operate. At the very least, the acquisition of Denison would almost force Cameco’s participation in the development of Roughrider since the Waterbury Lake project hosts the western extension of the orebody.

Exhibit 2. 120 MM Lbs of U3O8 within 4 km of Waterbury Lake

Source: Denison Mines

Attractive Valuation Based on its current resource estimate, Denison is currently trading at a fully diluted Enterprise Value to In-Situ U3O8 pounds in the ground (“EV/lb”) value of $4.57/lb. This is at a discount to recent Athabasca-focused acquisitions that averaged $5.35/lb and at a significant discount to the most applicable transactions that averaged $9.48/lb (Rio Tinto for Hathor and Denison for Fission Energy). Exhibit 3. Precedent Athabasca Basin Transactions Precedent Transaction Per Lb Date Mkt Cap ($M) Rio Tinto ‐ Hathor $9.98 Aug‐11 $562.5 Denison ‐ Fission $8.97 Jan‐13 $69.7 Fission ‐ Pitchstone $1.03 Apr‐12 $5.8 Denison ‐ JNR $1.43 Nov‐12 $9.3 Average $5.35

More Relevant Larger Comp Average $9.48 Source: Cantor Fitzgerald Canada

Due to the binary nature of the resource portfolios in the Athabasca, where companies either hold a significant amount of resources (Cameco, Denison, and

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Areva) or little to no resources (nearly everyone else) there are no suitable current comparables for Denison at this time.

African & Mongolian optionality Further exploration upside may be had from Denison’s African assets (Mutanga & Dibwe) and from its Mongolian assets (Gurvan Saihan JV).

Solid Investor Support Approximately 42% of Denison’s shares are held by institutions or a long-term strategic investor (KEPCO). One of which is the Lundin Family Trust that holds about 10% of the company and is related to current Denison Chairman Lukas Lundin.

HISTORY Denison Mines, formerly International Uranium Corporation ("IUC"), was formed by articles of amalgamation effective May 9, 1997 pursuant to the Business Corporations Act () (the "OBCA"). On December 1, 2006, IUC combined its business and operations with Denison Inc. ("DMI"), by way of arrangement under the OBCA (the "DMI Arrangement"). Pursuant to the DMI Arrangement, all of the issued and outstanding shares of DMI were acquired in exchange for IUC's shares at a ratio of 2.88 common shares of IUC for each common share of DMI. Effective December 1, 2006, IUC's articles were amended to change its name to "Denison Corp."

THE NEW DENISON

From a share price high of over $16 at the peak of the uranium market in June 2007, (when the spot price reached a record $135/lb) to its current share price of $1.33 (at a current spot price of $40.50/lb), Denison has evolved significantly. Exhibit 4. Share Price Evolution

$18.00 June 2007: Uranium spot Fukushima $16.00 hits a high of $135/lb $14.00

$12.00

$10.00

$8.00

$6.00

$4.00

$2.00

$0.00 5/5/2006 5/5/2007 5/5/2008 5/5/2009 5/5/2010 5/5/2011 5/5/2012

Source: Cantor Fitzgerald Canada, Bloomberg

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Given a series of key acquisitions and divestitures over the past year, Denison has transitioned from being a U.S.-focused uranium producer, to an Athabasca Basin-focused uranium explorer. In addition to legacy Athabasca Basin assets such as McClean Lake, Midwest and Wheeler River, Denison has assembled an impressive portfolio of assets with about 58M lbs of attributable U3O8 (Athabasca Basin only).

Exhibit 5. Denison Total Athabasca Basin Property Portfolio

Source: Denison Mines

 In June 2012, Denison sold all of its mining assets and operations located in the United States to Energy Fuels (EFR-TSX). In exchange, consideration equal to 425.4 million EFR common shares was received and distributed to Denison shareholders of record on June 29, 2012. This effectively shifted Denison’s focus from producer to exploration company.

 More recently, Denison entered into an agreement in November 2012 to acquire all the outstanding common shares of Athabasca Basin focused JNR Resources. The transaction occurred at an exchange ratio of 0.073 by way of plan of arrangement. On January 31, 2013 the transaction closed and increased Denison’s land position in the Basin.

 Lastly, in January 2013, Denison further added to its exploration land package in the Athabasca Basin by announcing a plan of arrangement

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with Fission Energy. The recently closed transaction saw Denison offer 0.355 shares and $0.0001 for each Fission Energy share. The transaction gave Denison 60% ownership of the high grade, 13M lb Waterbury Lake project, also located in the Athabasca Basin (the balance being owned by KEPCO). Not only did this increase Denison’s land package in the Basin, it also consolidated DML’s ownership of properties surrounding Rio Tinto’s Roughrider project.

Note that when Rio Tinto entered the Basin by acquisition of Hathor Exploration’s Roughrider project in 2011, it sparked a bidding war with Cameco which led to a total of four sequentially higher offers for the Roughrider asset. It is conceivable that Cameco and Rio Tinto may once again spar over further quality assets in the Basin. Moreover, a foreign heavyweight such as AREVA or KEPCO may look to expand its presence as well. From a different perspective, Cameco may want to protect its turf to avoid competition for resources in the Basin. Based on these reasons, we believe Denison will be the next big takeover candidate in the uranium space.

Exhibit 6. Will History Repeat? Evolution of the Hathor Takeout Battle Cameco Rio's final Sweetened Rio places asecond winning bid offer accepted bid Initial bid by by Hathor $5.00 Cameco, rejected Board $4.70 by Hathor Board $4.50 $4.50 $4.15 $4.00 Hathor share $3.75 price prior to $3.50 takeout offer $3.00 $2.68 $2.50

$2.00 Aug‐11 Aug‐11 Oct‐11 Nov‐11 Dec‐11.

Source: Cantor Fitzgerald Canada

The final takeout price of $4.70 per Hathor share translated to a gain of 75% from the day prior to the initial bid. Due to the size and quality of Denison’s portfolio, it is possible that a takeover of the company will be subject to a similar, if not more intense, battle.

Additional historic transactions and valuations per lb can be seen in exhibit 22.

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ASSETS – ATHABASCA BASIN

Exhibit 7. Denison’s Aggregate Athabasca Basin Resource Estimate Wt. Grade Total Attributable Project DML Ownership Category (% U3O8) M lbs M lbs Wheeler River 60.00% Indicated 15.60% 52.3 31.4 (Phoenix A&B) Inferred 29.80% 7.6 4.6 Global Asset Total 59.9 35.9

Midwest Deposit 25.17% Indicated 5.50% 43.0 10.8 Inferred Global Asset Total 43.0 10.8

McClean 22.50% Indicated 2.22% 18.0 4.0 Global Asset Total 18.0 4.0

Waterbury Lake 60.00% Indicated 1.52% 10.3 6.2 Inferred 0.90% 2.7 1.6 Global Asset Total 13.0 7.8

Total M&I 123.6 52.3 Total Inferred 10.3 6.2 Athabasca Global Total 133.9 58.5

Source: Denison Mines

McClean Lake Mill & Mine (22.5%) With close to 50 million pounds of uranium concentrate produced since 1999, McClean Lake is AREVA Resources’ flagship operation. The McClean Lake properties consist of four mineral leases covering an area of 1,147 hectares and 13 mineral claims covering an area of 3,111 hectares. The property also boasts the most technologically advanced uranium mill in the world.

The mill and properties are owned by Denison (22.5%) and its joint venture partners, AREVA Resources Canada Inc. (70.0%) and OURD (Canada) Co., Ltd. (7.5%). AREVA is the operator/manager of the facility. Pounds mined at McClean Lake have totalled 33.3M lbs at Jeb, 33.3M lbs at Sue C, 1.4M lbs at Sue A, 1.6M lbs at Sue B and 9.6M lbs at Sue E.

The McClean orebody was discovered in 1979, followed by the JEB discovery in 1982, and the Sue A, B & C orebodies between 1985-1990. Open pit mining at McClean Lake began with the JEB orebody in 1995 and was followed by mining of the Sue C, A, E, and B orebodies. In mid-2010 McClean Lake was placed under care and maintenance while awaiting ore from other uranium mining projects such as the Cigar Lake, Midwest, and underground mining at McClean Lake. The Cigar Lake mine, scheduled to commence production in mid-2013 will provide a continuous source of ore for the McClean Lake mill for approximately 30 years.

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Exhibit 8. McClean Lake Deposits & Mill Facility

Source: AREVA Resources Canada, Denison

The McClean Lake mill is a state-of-the-art uranium processing facility located on the eastern edge of the Athabasca Basin in northern , approximately 750 kilometres north of . The mill uses sulphuric acid and hydrogen peroxide leaching and a solvent extraction recovery process to extract and recover the uranium product from the ore and is currently licensed to produce 13M lbs of uranium per year. In addition to the mill facility, other infrastructure on the site include: a sulphuric acid plant, a ferric sulphate plant, an oxygen plant, warehouses, shops, offices, and living accommodations for site personnel. The mill is the only mill in the Athabasca Basin that can process the high grade Cigar Lake ore without down blending.

Currently, a mill expansion has begun with the intent to increase capacity from 13M lbs/year to 24M lbs/year. At a cost of $150M, the expansion should be complete by 2016.

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Exhibit 9. McClean Lake Mill Facility

Source: Denison Mines

On the McClean property there are three known deposits, McClean North, Caribou, and Sue D that are currently being evaluated.

McClean North consists of three distinct pods with an average grade of 2.75% U3O8 and indicated mineral resource of 12.6M lbs U3O8, of which Denison’s share is 2.8M lbs. A feasibility study evaluating the mining of the McClean North deposit, along with the Sue D and Caribou deposits by conventional underground methods is currently underway. As well, parallel to and approximately 500m south of McClean North are two additional mineralized pods known collectively as McClean South that was explored by a previous owner between 1979-1980.

The Caribou deposit was discovered during the winter drilling program of 2002. The deposit was explored with 44 diamond drill holes for a total of 7,022 meters. The mineralization appears to consist of a singular pod. The deposit has an average grade of 3.13% U3O8 and the indicated mineral resources are 2.7M lbs U3O8, of which Denison’s share totals 613,000 lbs.

The Sue D deposit was drilled from 1989 to 2001. The deposit is primarily a basement hosted deposit with an average grade of 1.05% U3O8 and mineral resource of 2.8M lbs U3O8, of which Denison’s share is 2.8M lbs.

The McClean Joint Venture partners have been developing a new mining method for unconformity type deposits called SABRE (“Surface Access Borehole Resource Extraction”). This new extraction method combines oil field drilling technology with jet bore mining. Its advantages include lower capital cost, flexibility and quicker production versus conventional open pit and underground methods. The Joint Venture has been working on SABRE for over six years. Last year a two-hole SABRE test was successful at a McClean North ore pod. Over 100,000 lbs of U3O8 was extracted. Studies are presently

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underway to evaluate SABRE amenability to the Midwest and Caribou deposits, as well.

Exhibit 10. SABRE process

Source: Denison Mines, AREVA Resources Canada.

Midwest Project (25.17%) The Midwest property is located about 15 kilometers west of the McClean Lake mill. The Midwest and Midwest A deposits are two high grade deposits owned Denison (25.17%) and its joint venture partners AREVA Resources Canada (69.16%) and OURD Canada Ltd. (5.67%). AREVA Canada is the operator/manager.

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Exhibit 11. McClean & Midwest Properties

Source: Denison Mines

The currently proposed development of the Midwest deposit would involve draining the Mink Arm of the South McMahon Lake to construct an open pit mine. The pit, as currently designed is expected to produce an estimated 34.7M lbs U3O8. Other deposits and extensions located to the north, south and in the basement could be developed once the pit nears completion and can bring the total indicated resource to 42.9M U3O8, of which Denison’s share is 10.8M lbs.

Based on an updated capital cost estimate (prepared in 2008), approximately $650M will be needed to bring the project into production. The current haul road, power, water treatment facility and mill expansion could also serve for the future development of the Midwest A deposit. Note that this past August, the Canadian government approved the environmental assessment of the project after conducting a six-year review.

Wheeler River Project (60%) The world class Phoenix deposit, located on the Wheeler River uranium property was discovered in 2008. Mineralization extends to over a one kilometer strike length which remains open. The Wheeler River property, encompassing over 120 square kilometres, is favourably located along strike from the McArthur River deposit and is underlain by many of the same geological features that are present on that producing property. The project is a joint venture between Denison Corp. (60% interest), Cameco Corp. (30% interest), and JCU (Canada) Exploration Company, Limited (10% interest). Denison is the operator of the project.

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For the combined A and B Phoenix deposits, the total indicated mineral resource is estimated to contain 52.2M lbs U3O8, based on 152,400 tonnes of mineralization with an average grade of 15.6% U3O8. Moreover, the total inferred mineral resource is estimated to contain 7.6M lbs U3O8 based on 11,600 tonnes of mineralization with an average grade of 29.8% U3O8. The Phoenix resource summary is presented below:

Exhibit 12. Updated Wheeler River Deposit Grade Category Deposit Tonnes (% U3O8)M lbs (U3O8) Indicated A Deposit 133,500 15.80% 46.5 Indicated B Deposit 19,000 14.10% 5.9 Total indicated 152,400 15.60% 52.2

Inferred A Deposit 6,300 51.70% 7.2 Inferred B Deposit 5,300 3.50% 0.4 Total inferred 11,600 29.80% 7.6 * M ineral resources are reported above a cut-off grade of 0.8% U3O8

Source: Cantor Fitzgerald Canada

The Wheeler River property lies between the McArthur River mine (464M lbs at 15.7% U3O8) and the Key Lake mill complex (Key lake Deposit totals 192m lbs at 2.3% U3O8). Highlight Phoenix A drill results from 2012 include hole WR- 496 grading 36.3% U3O8 over 3.4 meters, hole WR-498 grading 24.1% over 3.1m and hole WR-499 grading 14.8% over 2.6m.

At 16.6% U3O8, it is the highest grades uranium project in the world, ranking just ahead of Cameco’s Cigar Lake (16.23%) and Macarthur River (14.98%).

Waterbury Lake Project (60%) Denison’s 60% owned Waterbury Lake project (KEPCO 40%) had a resource increase this past December (while still under the banner of Fission Energy). The December resource update estimated an Indicated resource of 307,000 tonnes at an average grade of 1.52% containing 10,284,000 lbs of U3O8 and an Inferred resource of 138,000 tonnes grading 0.90% containing 2,747,000 lbs U3O8. Globally, the 445,000 tonne resource has a weighted average grade of 1.39% containing 13.03 M lbs of U3O8.

Exhibit 13. Updated Waterbury Lake Deposit Grade Category Tonnes (% U3O8)M lbs U3O8 Indicated 307,000 1.52% 10.3 Inferred 138,000 0.90% 2.7 Global Total 445,000 1.33% 13.0

* Mineral resources are reported at a cut‐off grade of 0.1% U3O8 Source: Fission Energy

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The resource is defined using 10,567 assay samples collected from 200 drill holes totalling 62,416 m completed by Fission between January, 2010 and August, 2012. General spacing of the drill holes is 5m-20m. A block model with block dimensions of 4 x 2 x 2 metres was placed over a resource model solid with the proportion of each block inside the solid recorded. Two different search ellipses were used to constrain an Inverse Distance Weighting approach and were based on the ranges determined by variography. Half meter composite samples were used in the resource estimation. Gemcom software was used to complete the resource estimate. An average specific gravity of 2.56 was used based on extensive SG testing of representative core from mineralized rock. No capping of composite samples was applied.

Management notes that almost all mineralization is within the basement rocks proximal to sandstone-basement unconformity. Unconformity mineralization overlaps basement mineralization in the western part of the deposit delineated to date. Average vertical depth to the unconformity is approximately 200m.

It should be noted that the Waterbury Lake project is located directly west of (and is connected to) Rio Tinto’s (RIO-LSE) 8.63%, 57.9M lb Roughrider deposit (see exhibit 14).

For the full details concerning the transaction with Fission Energy, please refer to our note dated January 16, 2013.

Exhibit 14. Waterbury Lake’s J-Zone Adjacent to Rio Tinto’s Roughrider Deposit

Waterbury (Denison)

Source: Fission Energy, Cantor Fitzgerald Canada

Other Canadian Early Stage Assets The Wolly Uranium Project comprises 23,799 hectares (double the size of Wheeler River) of land which essentially surrounds the McClean Lake JV.

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Denison owns 22.5% of the project while the operator, AREVA Canada owns the balance. Denison believes that the Wolly Project contains some of the most geologically prospective potential, on the basis of 800 historic drill holes which returned evidence of favourable geology and shallowness of cover.

Moore Lake is 100% owned by Denison (the consolidation occurring given the recent acquisition of JNR Resources) and comprises 11 contiguous claims totaling approximately 36,000 hectares. The property is located in the south- eastern portion of the Athabasca Basin in the La Ronge Mining District of Saskatchewan. The most encouraging discovery to date on the Moore Lake project has been the Maverick zone. While mineralized intercepts have been recovered along nearly 800 metres of strike, and the mineralized system has been traced by wide-spaced drilling for over three kilometres, the controls, distribution and concentration mechanism of the uranium mineralization are not understood.

Other properties include Park Creek (Denison 49%, Cameco 51%), Turkey Lake (100% owned) located 28Km north of the McClean Lake Mine and Hatchet Lake (50% Denison/50% Anthem Resources, AYN-TSXV) located along the north-eastern edge of the Athabasca Basin.

ASSETS – OTHER (ZAMBIA, NAMIBIA & MONGOLIA) Mutanga Project – Zambia (100%) The 100%-owned Mutanga Project is located 190 kilometers from the Zambian Capital, Lusaka. There is good infrastructure nearby with ample power (the mine site is 36 kilometers away from the Kariba Dam) roads and easily accessible water.

Denison acquired the Mutanga Project in 2007 through the acquisition of OmegaCorp. The Project consists of the Mutanga and Dibwe deposits, along with a number of other exploration areas. Dibwe East, which lies southeast of the Mutanga deposit

Mutanga has a large inferred resource of over 41 million lbs U3O8, along with over 7 million lbs in the measured & indicated category.

Exhibit 15. Mutanga Resource Estimate Grade Category Tonnes (% U3O8)M lbs U3O8 Measured 1,880,000 0.05% 1.992 Indicated 8,400,000 0.03% 5.817 Inferred 65,270,000 0.03% 41.400 Global Total 73,670,000 47.217 * The resource has been prepared in accordance to NI‐43101

3 8 *Based on a cut‐off grade of 100 ppm U O Source: Denison Mines

The source of the uranium is believed to be the surrounding Proterozoic gneisses and plutonic basement rocks. Having been weathered from these rocks, the uranium was dissolved, transported in solution and precipitated under

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reducing conditions in siltstones and sandstones. Post lithification fluctuations in the groundwater table caused dissolution, mobilization and redeposition of uranium in reducing, often clay-rich zones and along fractures. Mineralization is not strictly associated with a particular unit in the stratigraphic section.

According to a March 2012 NI 43-101 Technical Report prepared for the Dibwe East Project, uranium mineralization was observed to occur in both the fine-grained and coarser material and mudstones especially where fractures and mud balls occur. Some mineralization occurred in association with manganese oxide or disseminated with pyrite. Mineralization in some bore holes was seen to occur where there was grey alteration, limonite and feldspar alteration and in dark grey mudstones

Exhibit 16. Mutanga Drilling Priorities

Source: Denison Mines

The $3.5 million current year geological program at Mutanga consists of geophysics, geochemical and geological mapping programs to generate further drill targets. There are three high priority drilling areas along the Dibwe- Mutanga Corridor.

The project has 25 year mining licenses, EA and Radioactive Material Licenses.

Dome Project – Namibia (51%) The 51%-owned Dome project came to Denison as part of the package acquired from Fission Energy earlier this year. Located in the Erongo Region, the project is located in Namibia’s only uranium production district. Mineralization of up to 0.61% U3O8 has been previously encountered from grab samples on the property. Three licenses cover a total of 183,000 hectares. The property itself is located within 100 kilometres of the Rossing mine (owned by Rio Tinto) and the Langer Heinrich Mine (owned by Paladin Energy, PDN- TSX). Excellent infrastructure surrounds the Dome property which also has the advantage of being located within 10 kilometers of the Port of Walvis Bay,

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located on the Atlantic. Recent drilling on site has led to discoveries of calcrete hosted and granite hosted uranium.

Exhibit 17. Dome Project

Source: Denison Mines

Rio Tinto is currently earning-into a 35% ownership stake of the Dome project that will leave DML with a 36% ownership stake and Manica with 29%. By way of this arrangement on the property, a working relationship between Denison and Rio Tinto is already in place.

Gurvan Saihan JV (“GSJV”) – Mongolia (85%) Located approximately 400 kilometers south west of the Mongolian Capital city of Ulaanbaatar, GSJV is an early stage project in which the Mongolian Government owns 15%, with Denison owning the 85% balance. To date, GSJV hosts nearly 20 million lbs in the Indicated category, and an additional near 6 million in the inferred category.

The GSJV was formed in early 1994 and currently holds four exploration licenses in the South Gobi region of Mongolia, comprising more than 685,632 hectares. The project is focused primarily on In-Situ Recovery (ISR) resources.

Note that last year the Mongolian Government instituted a Nuclear Energy Law. The new law includes the provision for the Government to acquire a 34 to 51% interest in uranium projects at no cost to the Government. At present, it remains unclear how the Government will attempt to exercise this provision and how the current GSJV agreement will be affected. Keep in mind the original GSJV Mineral Agreement was signed prior to the new law.

Rob Chang, MBA, (416) 849-5008 17 of 28 Denison Corp. June 3, 2013

Exhibit 18. Gurvan Saihan JV Resource Estimate (100% Basis) Grade Category Tonnes (% U3O8)M lbs U3O8 Indicated 12,261,000 0.07% 19.780 Inferred 5,536,000 0.05% 5.811 Global Total 17,797,000 25.591 * The resource has been prepared in accordance to NI‐43101

3 8 *Based on a cut‐off grade of 100 ppm U O Source: Denison Mines

The focus for 2013 will involve restructuring and obtaining the necessary mining licenses.

DENISON ENVIRONMENTAL SERVICES Denison Environmental Services (DES) is a division of Denison which provides long term care and maintenance for closed mine sites. In operation since 1997, DES provides closure, remediation, monitoring, care & maintenance and demolition to a variety of mine types including uranium, iron ore, gold ore, nickel, copper, silver, lead and zinc. For full year 2012, over $11M in revenues was generated by this division. With offices located in Elliot Lake, Ontario (headquarters), Whitehorse, Yukon and Rouyn-Noranda, Quebec, DES has successfully completed contracts with governments and private firms stretching from Alaska, Yukon and to New Brunswick, Nova Scotia and Newfoundland.

Exhibit 19. DES Mine Closure Project

Source: Denison Environmental Services

Exhibit 19 above displays the former Denison Mill location and the related Tailings Management Areas in 1997. The mine was closed in 1992, during rehabilitation, nearly 2.8 million cubic yards of tailings were hydraulically relocated mostly into deeper areas of TMA-1 while some tailings were placed into the underground workings.

Other DES mine decommissioning contracts have included:

• Coppercorp Mine site – Select Demolition and Shaft Capping

Rob Chang, MBA, (416) 849-5008 18 of 28 Denison Corp. June 3, 2013

• Cluff Uranium Mine – Mill Demolition • Bicroft Uranium Mine – Site Remediation • Denison and Stanrock – Complete Decommissioning and Rehabilitation of Mine, Mill and Tailing Areas • Algoma Ore Division – Mine Demolition and Rehabilitation • Aunor Mine – Mine and Sinter Plant Demolition and Rehabilitation • Aquarius – Mine Demolition and Rehabilitation • Shebandowan Mine – Mine Demolition and Rehabilitation

URANIUM PARTICIPATION CORP1 Denison acts as the manager of Uranium Participation Corp (U-TSX, URPTF:OTC; BUY; TP: $6.35) and receives a fee for its services. Based on the revised management agreement detailed in Uranium Participation Corp’s latest Management Services Agreement (April 2013) the fee structure payable to Denison is as follows:

(a) a commission of 1.5% of the gross value of any purchases or sales of U3O8 or UF6 completed at the request of the Board;

(b) $400,000 per year plus a fee equal to 0.3% per year of Uranium Participation Corp.’s total assets in excess of $100M, as at the month-end valuation date.

(c) a fee, at the discretion of the Board, for on-going monitoring or work associated with a transaction or arrangement (other than a financing, or the acquisition of or sale of U3O8 or UF6) payable to the Manager on or before the 365th day following the completion of the transaction or arrangement.

CATALYSTS Aside from macroeconomic catalysts such as July’s expected release of Japan’s revised nuclear restart guidelines and the actual restart of reactors in Japan, the most notable near-term catalyst for Denison is its summer drill program at Wheeler River.

OWNERSHIP & SHAREHOLDER STRUCTURE Some of the largest institutional holders of Denison shares include: Korea Electric Power Corp. (12.9%), M&G Investments (12.0%), Dimensional Fund Advisors (2.5%), Beutel Goodman & Company (2.0%), BMO Investments (1.4%), and Global X Management (1.1%). Management own approximately 0.6%, while the Lundin Group (Lukas Lundin being the Chairman of Denison) owns approximately 10.0%

As of May 30, there were 461,346,511 common shares outstanding. Additionally, there are common share warrants and options representing additional shares of 1,773,144 and 10,282,897, respectively.

1 For additional details on Uranium Participation Corp, please contact your Cantor Fitzgerald salesperson for our research on UPC.

Rob Chang, MBA, (416) 849-5008 19 of 28 Denison Corp. June 3, 2013

VALUATION We are initiating coverage of Denison with a Buy (Speculative) recommendation and a $1.60 per share target price. The target price is based on a 1.0x multiple on our conservative net asset valuation of Denison’ portfolio.

Our valuation of the Denison portfolio is comprised of two primary components:

The first component contains near term or current revenue generating assets: the UPC management contract and the upcoming cash flows from Denison’s ownership of the McClean Lake Mill.

 UPC Contract - We estimate the minimum cash flow generated from the contract and discount this by 10% in perpetuity.

 McClean Lake Mill Cash Flow – 10% discount applied to cash flow earned from Denison’s portion of the McClean Lake Mill based on our forecast production profile for Cigar Lake.

We should note that our estimate for the McClean Lake Mill is conservative as our calculations yield a 10% discounted cash flow of $33.2M, or $0.07/share. If we were to value Denison’s portion of the mill based on its minimum expected replacement value of $800M, the figure would instead be $176M, or $0.37/share.

The second component contains Denison’s extensive, world-class exploration portfolio. As noted in exhibit 20, we have assigned values to Denison’s key assets based on EV/Lb multiples while conservatively ascribing zero value to its other assets. For its high quality, Athabasca-based assets we assign the average EV/Lb multiple of the two most relevant precedent transactions as noted in exhibit 21 (Rio Tinto’s acquisition of Hathor Exploration and Denison’s acquisition of Fission Energy). For the other key assets we ascribed an EV/Lb multiple of $1.00/lb.

As a result we calculate a conservative NAV for Denison of $1.61/share.

Exhibit 20. Net Asset Value Attributable Asset M Lbs U3O8 EV/Lb Value ($M) Per share Ownership Notes Revenue Generating Assets McClean Lake Mill $33.2 $0.07 22.5% 10% Discounted Cash Flow for processing Cigar Lake feed UPC Contract Value $19.3 $0.04 Minimum annual fee at a 10% Discount Rate In‐Situ Valuation Gurvan Saihan JV 21.8 $1.00 $21.8 $0.05 100% Mongolia McClean Lake Deposits 5.9 $9.48 $56.4 $0.12 22.5% McLean Lake, McLean Lake North, & Sue D; Areva 70% & OURD 7.5% Midwest 13.4 $9.48 $127.4 $0.28 25.17% Areva 69.16% & OURD 5.67%; Development on hold reviewed every 6 months Mutanga 49.2 $1.00 $49.2 $0.11 100% Zambia Waterbury Lake 7.8 $9.48 $74.1 $0.16 60% 40% KEPCO Wheeler River Project 35.9 $9.48 $340.5 $0.74 60% Cameco 30% & JCU 10% Other Assets International Enexco $1.2 $0.00 3.6M shares of IEC‐TSX Cash $39.9 $0.09 $26.9M in Q1/13 Financials + $13M financing Valuation $762.9 $1.61 Source: Cantor Fitzgerald Canada

Rob Chang, MBA, (416) 849-5008 20 of 28 Denison Corp. June 3, 2013

Comparables

Due to the binary nature of the Athabasca Basin where companies are either large producers (Cameco/Areva) or pre-43-101 resource estimate exploration companies (Fission Uranium, Alpha Minerals, NexGen Energy, and pretty much everyone else), there are no reasonably suitable Athabasca-focused companies to compare Denison to (let alone one with a market capitalization near Denison’s $613 million). However, we use UEX Corporation (UEX-TSX), Forsys Metals (FSY-TSX), and Kivalliq Energy (KIV-TSXV) as the closest publicly-listed peer group. Note that of the three peers mentioned, UEX is the only peer with properties in the Athabasca Basin (Shea Creek and Hidden Bay), has about one-fifth of the market capitalization, and is 22%-owned by Cameco Corporation (CCO-TSX). The other peers, Forsys and Kivalliq have exploration projects in Namibia (Valencia) and Nunavut (Lac Cinquante), respectively.

Note that Denison’s EV/Lb is much higher than its peers UEX Corporation, Kivalliq Energy and Forsys Metals due to the more advanced nature of its project portfolio and its location in the Athabasca Basin.

Exhibit 21: Peer Group Analysis – Current & Takeout EV/lb Valuations Denison Mines UEX Corporation Kivalliq Energy Forsys Metals Fission Energy Hathor Exploration DML‐TSX UEX‐TSX KIV‐TSXV FSY‐TSX Price ($) $1.33 $0.47 $0.34 $0.65 Acquired by DML Acquired by RIO Market Capitalization (M) $613.59 $103.00 $63.30 $75.80 Closed April 2013 Closed January 2012 Enterprise value (M) $573.68 $106.80 $60.10 $82.10 Primary Assets Wheeler River Shea Creek Lac Cinquante Valencia Waterbury Lake Roughrider Midwest Hidden Bay Location Athabasca Basin Athabasca Basin Nunavut Namibia Athabasca Basin Athabasca Basin Attributable Global Resource ‐ Primary Assets (M lbs) 58.5 82.5 43.3 86.7 7.8 57.9 Attributable Global Resource ‐ Total Assets (M lbs) 125.5 82.5 43.3 104.3 7.8 57.9 EV/lb ‐ Total Assets $4.57 $1.29 $1.39 $0.79 Takeout EV/lb $8.97 $9.98 Average

DML Discount to Average Takeout EV/lb ‐51.78% $9.48

Source: Cantor Fitzgerald Canada, Company Reports, Bloomberg

Full historic uranium related takeover transactions since 2007 are listed below in exhibit 22. Takeout/lb calculations are separated by date, average multiples are calculated as those occurring Pre-Fukushima and Post-Fukushima. As can be seen, the Pre-Fukushima takeout multiple of $8.78 is considerably higher than the Post-Fukushima average of $3.84. We do note however that the two of the three transactions occurring this year have been higher than the Post- Fukushima average, with the aforementioned Denison-Fission transaction occurring at $8.97/lb and the Uranium One takeover by ARMZ (closing later this summer) at $6.97/lb.

Rob Chang, MBA, (416) 849-5008 21 of 28 Denison Corp. June 3, 2013

Exhibit 22. Historic Uranium Related Takeover Transactions (EV/lb)

Takeout $/lb

Energy Fuels‐Strathmore Minerals (May 2013) $0.58 Denison‐Fission (Jan. 2013) $8.97 ARMZ‐Uranium One (Jan. 2013) $6.97 Denison‐JNR Resources (Nov. 2012) $1.43 Cameco‐Yeelirrie (Aug. 2012) $3.10 Ur‐Energy ‐ Pathfinder (Jul. 2012) $0.90 Fission Energy‐Pitchstone (Apr. 2012) $1.03 Cameco ‐ Millennium (28%) (Mar. 2012) $7.90 UEC‐Cue Resources (Jan. 2012) $0.52 CGNCP ‐ Extract Resources (Dec. 2011) $4.18 Post Fukushima average: Energy Fuels‐Titan (Oct. 2011) $0.52 Takeout $/lb: $3.84 Rio Tinto‐Hathor (Aug. 2011) $9.98 Transaction Average $6.31 ARMZ‐Mantra (Mar. 2011) $9.01 Paladin‐Aurora Assets (Dec. 2010) $1.82 Paladin‐NGM (Jul. 2010) $2.08 Pre Fukushima average: CNNC‐Western Prospector (Mar. 2009) $0.85 Takeout $/lb: $8.78 Fronteer‐Aurora (Dec. 2008) $0.54 Cameco/Mitsubishi‐Kintyre (Jul. 2008) $7.20 Denison‐Omega Corp (Jun. 2007) $6.90 AREVA‐Uramin (Jun. 2007) $15.18 Uranium One‐EMC (Jun. 2007) $19.52 Paladin‐Summit (Feb. 2007) $24.75 $0 $5 $10 $15 $20 $25 $30

Takeout $/lb

Source: Cantor Fitzgerald Canada

As can be seen from the chart below in Exhibit 23, since the record uranium spot price of $135/lb reached in June 2007, all the peers mentioned from the peer group analysis chart have underperformed the spot price, with Kivalliq’s shares being the only exception. This share price action is typical of periods when investor appetite for operational risk is low. However, due to the excellent supply and demand fundamentals of the space we believe tailwinds will return to uranium companies and the promise of exploration-related upside will cause uranium equities to outperform the commodity price – with Denison leading the pack for the exploration companies.

Rob Chang, MBA, (416) 849-5008 22 of 28 Denison Corp. June 3, 2013

Exhibit 23. Peers & Spot Re-Based to Denison

$40

$35

$30

$25

$20

$15 KIV $10

U3O8 Spot $5

DML,UEX,FSY $‐ 1/3/2007 1/3/2008 1/3/2009 1/3/2010 1/3/2011 1/3/2012 1/3/2013

UEX Re‐Based FSY Re‐Based KIV Re‐Based U3O8 Spot Re‐Based DML

Source: Cantor Fitzgerald Canada, Bloomberg

INVESTMENT RISKS Investing in mining and exploration companies is inherently risky. Commodity, geological, operational, regulatory, or financing risks on projects could result in delays in development or production, impact economics or disrupt shipment schedules.

Commodity Risk

The Company is in the exploration stage. There is a risk that U3O8 prices could decline in the interim as a result of an imbalance between additional mine supply entering the market and new reactor build-outs. Should the price of U3O8 decline significantly, the Company could choose to delay or cancel further exploration and be required to write down reserves and resources to reflect the weaker price environment. Any delay or termination of project exploration could have an adverse impact on the future financial position and profitability of the Company.

Geologic Risk The resource estimate was derived from a database consisting of Denison’s drill results from its drill programs. The results of infill drilling could result in a reduction in the resource estimate, and thus negatively affect the viability of its projects. Furthermore, the lack of future exploration success may also impact upside potential of the company.

Regulatory Risk

In accordance with applicable national and territorial laws and regulations, Denison is required to obtain the proper permits and licenses in order to conduct exploration activities, develop its projects, and ultimately mine and process uranium. We believe that Denison has been and will continue to be diligent in its preparation of the applications for the required permits and licenses for its projects; however, the regulatory review period could take longer

Rob Chang, MBA, (416) 849-5008 23 of 28 Denison Corp. June 3, 2013

than expected. With considerable mineral development taking place, the regulatory agencies may be stretched to the limit, prompting further delays

Political Risk We believe that Denison’ various regions of operations will continue to have a favourable view towards uranium mining. Any prolonged local opposition could impede exploration efforts as a result of additional public review/comment periods or debate and possibly even potential litigation. It is possible that a change in sentiment towards uranium mining could have negative implications for Denison’ performance.

Rob Chang, MBA, (416) 849-5008 24 of 28 Denison Corp. June 3, 2013

APPENDIX A: MANAGEMENT AND DIRECTORS

Name Office Principal Occupation Mr. Ron F. Hochstein President, CEO Mr. Hochstein was appointed President and Chief Executive Officer of the Company in 2009, after having served as its President & Director and Chief Operating Officer since 2006. Prior to the Denison Arrangement, Mr. Hochstein served as President and Chief Executive Officer of the Company. Mr. Hochstein has served as a director of the Company since April 2000. Mr. Hochstein joined the Company in October 1999 as Vice‐ President, Corporate Development and later served as Vice‐President and Chief Operating Officer, prior to his appointment as President and Chief Executive Officer in April 2000. Prior to joining the Company, Mr. Hochstein was a Project Manager with Simons Mining Group and was with Noranda Minerals as a metallurgical engineer. Mr. Hochstein is a Professional Engineer and holds an MBA from the University of British Columbia and a B.Sc. from the University of .

Mr. David D. Cates VP Finance & CFO Mr. Cates was appointed Vice President Finance, Tax and Chief Financial Officer of the Company on January 1, 2013. Mr. Cates joined Denison in 2008 and held the position of Director, Taxation until his appointment. Prior to joining the Company, Mr. Cates held positions at Kinross Gold Corp. and PwC LLP with a focus on taxation and accounting in the resource industry. Mr. Cates is a Chartered Accountant, has completed Part I, II, and III of the CICA In‐depth Tax Course, and holds Master of Accounting (MAcc) and Honours Bachelor of Arts (BA) degrees from the University of Waterloo. Mr. Michael J. SchoonderwoerdVP Controller Mr. Schoonderwoerd was appointed Vice President Controller of the Company on January 1, 2013. Mr. Schoonderwoerd joined Denison as Corporate Controller in August 2004. Prior to that date, Mr. Schoonderwoerd was a Finance Manager at Nortel Networks from 1996 to 2004 in various capacities ranging from corporate consolidations and external reporting, business unit finance support and manufacturing divestiture activities. Mr. Schoonderwoerd received his Chartered Accountant designation in 1996 and he received his Honours Bachelor of Business Administration from Wilfrid Laurier University in 1992. Mr. Terry V. Wetz VP Project Development Mr. Wetz, P. Eng., was appointed Vice President, Project Development of the Company in August 2012. Prior to his appointment, Mr. Wetz was Director of Project Development for Denison Mines (USA) Corp. managing the U.S. exploration, land, mine permitting, technical services, and business development functions and also serving as Executive Director of the Gurvan Saihan Joint Venture in Mongolia. Prior to joining the Company and its predecessor entities in the U.S., Mr. Wetz worked for Union Pacific Resources and Pathfinder Mines in the uranium production sector. Mr. Wetz holds a B.S. in Mining Engineering from South Dakota School of Mines and an MBA from the University of Phoenix and is a registered Professional Mining Engineer in Colorado and Wyoming. Mr. Steve blower VP Exploration Mr. Blower was appointed Vice‐President, Exploration of the Company on September 1, 2012. Prior to joining Denison, Mr. Blower was the President and C.E.O. and a director of Pitchstone Exploration Ltd., until that company was sold inJuly 2012. Mr. Blower is a geologist with 24 years of experience in the minerals industry. His background includes mine geology at two open pit copper porphyry deposits in British Columbia, resource estimation for Snowden Group and AMEC plc, and exploration for precious and base metals and uranium. He obtained a B.Sc. degree in Geological Sciences from the University of British Columbia in 1988, and followed that with a M.Sc. degree in Geological Sciences from Queen’s University in 1993.

Ms. Sheila Colman Canadian Counsel Ms. Colman joined Denison as Canadian Counsel and Assistant Corporate Secretary in February 2010 and was named Corporate Corporate secretary Secretary in August 2012. Ms. Colman first started with Denison Mines Inc. in 2004 as General Counsel and Corporate Secretary. Following the business combination between Denison and International Uranium Corporation (IUC), Ms. Colman continued her employment with Denison as Canadian Counsel and Corporate Secretary until 2007, when she left the Company to spend time with her young family. Prior to joining Denison in 2004, Ms. Colman was legal counsel to Labatt Brewing Company Limited. After being called to the Ontario Bar in 1995, Ms. Colman practiced corporate law at the firm of Blake, Cassels & Graydon LLP. Ms. Colman graduated from Queen’s University with a B.A.(H) in 1990 and then received her LL.B. from Queen’s University in 1993.

Mr. Lukas H. Lundin Chairman of the Board Mr. Lundin has served as a director of the Company since May 9, 1997 and has served as Chairman of the Board since March 23, 1998, except from June 2009 to February 2010. Mr. Lundin served as Interim Chief Executive Officer of the Company for two months in 2009 until Mr. Hochstein’s appointment to that position. Mr. Lundin was educated at the École Internationale de Genève in Switzerland. In 1981, Mr. Lundin graduated from the New Mexico Institute of Mining and Technology (engineering). Mr. Lundin headed International Petroleum Corporation’s international operations and was based in the Company’s technical office in Dubai, U.A.E. for over 12 years. From 1990 to June 1995, Mr. Lundin was President of International Musto Exploration Limited and was responsible for Musto’s acquisition of the Bajo de la Alumbrera deposit. Mr. Lundin was also responsible for Argentina Gold Corp. and the discovery of the multi‐million ounce Veladero gold deposit. Mr. Lundin is now a mining executive, currently serving as Chairman of the board of directors of the following public companies: Fortress Minerals Corp., Lucara Diamond Corp., Lundin Mining Corporation, Lundin Petroleum AB, NGEx Resources Inc., Sirocco Mining Inc. and Vostok Nafta Investment Ltd.

Mr. Eun Ho Cheong Director Mr. Cheong was appointed as a director of the Company on March 7, 2013. Mr. Cheong is currently the Vice President of Overseas Resources Development Dept. at Korea Electric Power Corporation (KEPCO), an international electric power company headquartered in Korea. Prior to this appointment to this position in 2012, Mr. Cheong served as General Manager, Asia Project Development at KEPCO, starting in 2008. Mr Cheong has been with the KEPCO Group for 14 years. Mr. Cheong holds a degree in International Economics and an M.B.A. from Seoul National University, Korea. Mr. John H. Craig Director Mr. Craig has served as a director of the Company since May 9, 1997 and was appointed Lead Director of the Board in 2010. Mr. Craig is a lawyer practicing in securities law with a focus on equity financings both for underwriters and issuers with an emphasis on resource companies, (“TSX”) listings, dealings with the TSX and Ontario Securities Commission for listed public companies, takeovers and issuer bids and going private transactions. His mergers and acquisitions experience involves mergers of public companies, both listed and unlisted and acquisitions of listed companies by unlisted and private concerns. Mr. Craig is also involved with international resources in negotiation and drafting of mining, oil and gas concession agreements, joint venture agreements, operating agreements and farm‐in agreements in a variety of countries. Mr. Craig received his B.A. and LL.B. from the University of Western Ontario and was admitted to the Ontario Bar in 1973.

Mr. W. Robert Dengler Director Mr. Dengler served as a director of DMI prior to the Denison Arrangement and was appointed a director of the Company on December 1, 2006. Mr. Dengler is currently engaged as a Corporate Director. In 2006, Mr. Dengler retired from his position as Non‐Executive Vice‐Chairman of Dynatec Corporation. Until January 2005, Mr. Dengler served as President and Chief Executive Officer of Dynatec Corporation, a position which he held for 25 years. Before founding Dynatec, Mr. Dengler was a partner and Vice‐President & General Manager of J.S. Redpath Limited. Mr. Dengler has more than 40 years of management experience. Mr. Dengler obtained his B.Sc. from Queen’s University in 1964. Mr. Brian D. Edgar Director Mr. Edgar has served as a director of the Company since March 22, 2005. Mr. Edgar is currently the Chairman of SilverBull Resources Inc., a mineral exploration company listed on both the NYSE MKT and TSX. He also serves as President and Chief Executive Officer of Dome Ventures Corporation, a wholly‐owned subsidiary of SilverBull. Prior to joining SilverBull in 2012, Mr. Edgar worked as a director at Rand Edgar Capital Corp. (now Rand Edgar Investment Corp.), a private investment company established in 1992 by Messrs. Rand and Edgar. Mr. Edgar is a lawyer who practiced corporate and securities law for 16 years. Mr. William A. Rand Director William Rand is a Director of Rand Edgar Investment Corp., a private investment company which invests in early stage venture capital companies. Mr. Rand practiced corporate/securities law for nearly 25 years before retiring from the practice of law in 1992 to establish Rand Edgar Capital Corp. (succeeded by Rand Edgar Investment Corp.). Mr. Rand received a Bachelor of Commerce degree (Honours Economics) from McGill University, a law degree from Dalhousie University and a Master of Laws degree in international law from the London School of Economics and a Doctor of Laws honoriscausa from Dalhousie University. Mr.Rand is also a director of Lundin Mining Corporation (TSX), Lundin Petroleum AB (OMX), New West Energy Services Inc. (TSX‐ V), NGEx Resources Inc. (TSX) and VostokNaftaInvestment Ltd. (OMX)

Ms. Catherine J.G. Stefan Director Ms. Stefan was appointed a director of the Company on December 1, 2006 and is the Chair of the Audit Committee. Prior to the Denison Arrangement, Ms. Stefan served as a director of DMI. Ms. Stefan obtained her Bachelor of Commerce degree from the University of Toronto in 1973. Ms. Stefan is a Chartered Accountant with 30 years of business experience, primarily in senior management of public companies in the real estate sector. Ms. Stefan served as Chief Operating Officer of O&Y Properties Inc. from 1996 to 1998. From 1999 until 2008, Ms. Stefan was Managing Partner of Tivona Capital Corporation, a private investment firm. She is currently President of Stefan & Associates, a consulting firm.

Rob Chang, MBA, (416) 849-5008 25 of 28 Denison Corp. June 3, 2013

APPENDIX B: GLOBAL RESOURCE Exhibit 24. Wt. Grade Total Attributable Project DML Ownership Category (% U3O8) M lbs M lbs Wheeler River 60.00% Indicated 15.60% 52.3 31.4 (Phoenix A&B) Inferred 29.80% 7.6 4.6 Global Asset Total 59.9 35.9

Midwest Deposit 25.17% Indicated 5.50% 43.0 10.8 Inferred Global Asset Total 43.0 10.8

McClean 22.50% Indicated 2.22% 18.0 4.0 Global Asset Total 18.0 4.0

Waterbury Lake 60.00% Indicated 1.52% 10.3 6.2 Inferred 0.90% 2.7 1.6 Global Asset Total 13.0 7.8 Mutanga 100.00% Measured 0.05% 1.9 1.9 Indicated 0.03% 5.8 5.8 Inferred 0.03% 41.4 41.4 Global Asset Total 49.1 49.1 Gurvan Saihan JV 70.00% Indicated 0.07 19.8 13.9 Inferred 0.05 5.8 4.1 Global Asset Total 25.6 17.9

Total M&I 151.1 73.9 Total Inferred 57.5 51.6 Global Total 208.6 125.5 Source: Cantor Fitzgerald Canada

Rob Chang, MBA, (416) 849-5008 26 of 28 Denison Corp. June 3, 2013

DISCLAIMERS AND DISCLOSURES Disclaimers Potential conflicts of interest The opinions, estimates and projections contained in this The author of this report is compensated based in part on the report are those of Cantor Fitzgerald Inc. (“Cantor”) as of the overall revenues of Cantor, a portion of which are generated by date hereof and are subject to change without notice. Cantor investment banking activities. Cantor may have had, or seek to makes every effort to ensure that the contents have been have, an investment banking relationship with companies compiled or derived from sources believed to be reliable and mentioned in this report. Cantor and/or its officers, directors that contain information and opinions that are accurate and and employees may from time to time acquire, hold or sell complete; however, Cantor makes no representation or securities mentioned herein as principal or agent. Although warranty, express or implied, in respect thereof, takes no Cantor makes every effort possible to avoid conflicts of responsibility for any errors and omissions which may be interest, readers should assume that a conflict might exist, and contained herein and accepts no liability whatsoever for any therefore not rely solely on this report when evaluating whether loss arising from any use of or reliance on this report or its or not to buy or sell the securities of subject companies. contents. Information may be available to Cantor that is not herein. Disclosures as of June 3, 2013 Cantor has not provided investment banking services or This report is provided, for informational purposes only, to institutional investor clients of Cantor Fitzgerald Inc. Canada, received investment banking related compensation from and does not constitute an offer or solicitation to buy or sell Denison within the past 12 months. any securities discussed herein in any jurisdiction where such The analysts responsible for this research report do have, either offer or solicitation would be prohibited. This report is issued directly or indirectly, a long or short position in the shares or and approved for distribution in Canada, Cantor Fitzgerald options of Denison. Inc., a member of the Investment Industry Regulatory Organization of Canada ("IIROC"), the Toronto Stock The analyst responsible for this report has visited the material Exchange, the TSX Venture Exchange and the CIPF. This operations of Denison. No payment or reimbursement was report is has not been reviewed or approved by Cantor received for the related travel costs. Fitzgerald USA., a member of FINRA. This report is intended Analyst certification for distribution in the United States only to Major Institutional Investors (as such term is defined in SEC 15a-6 and Section 15 The research analyst whose name appears on this report hereby of the Securities Exchange Act of 1934, as amended) and is not certifies that the opinions and recommendations expressed intended for the use of any person or entity that is not a major herein accurately reflect his personal views about the securities, institutional investor. Major Institutional Investors receiving issuers or industries discussed herein. this report should effect transactions in securities discussed in Definitions of recommendations the report through Cantor Fitzgerald USA. BUY: The stock is attractively priced relative to the Non US Broker Dealer 15a-6 disclosure: This report is being company’s fundamentals and we expect it to appreciate distributed by (CF Canada/CF Europe/CF Hong Kong) in the significantly from the current price over the next 6 to 12 United States and is intended for distribution in the United months. States solely to “major U.S. institutional investors” (as such term is defined in Rule15a-6 of the U.S. Securities Exchange BUY (Speculative): The stock is attractively priced relative Act of 1934 and applicable interpretations relating thereto) and to the company’s fundamentals, however investment in the is not intended for the use of any person or entity that is not a security carries a higher degree of risk. major institutional investor. This material is intended solely for HOLD: The stock is fairly valued, lacks a near term catalyst, or institutional investors and investors who Cantor reasonably its execution risk is such that we expect it to trade within a believes are institutional investors. It is prohibited for narrow range of the current price in the next 6 to 12 months. distribution to non-institutional clients including retail clients, The longer term fundamental value of the company may be private clients and individual investors. Major Institutional materially higher, but certain milestones/catalysts have yet to Investors receiving this report should effect transactions in be fully realized. securities discussed in this report through Cantor Fitzgerald & SELL: The stock is overpriced relative to the company’s Co. This report has been prepared in whole or in part by fundamentals, and we expect it to decline from the current research analysts employed by non-US affiliates of Cantor price over the next 6 to 12 months. Fitzgerald & Co that are not registered as broker-dealers in the United States. These non-US research analysts are not TENDER: We believe the offer price by the acquirer is fair registered as associated persons of Cantor Fitzgerald & Co. and and thus recommend investors tender their shares to the offer. are not licensed or qualified as research analysts with FINRA UNDER REVIEW: We are temporarily placing our or any other US regulatory authority and, accordingly, may not recommendation under review until further information is be subject (among other things) to FINRA’s restrictions disclosed. regarding communications by a research analyst with a subject Member-Canadian Investor Protection Fund. company, public appearances by research analysts, and trading Customers' accounts are protected by the Canadian Investor securities held by a research analyst account. Protection Fund within specified limits. A brochure describing the nature and limits of coverage is available upon request.

Rob Chang, MBA, (416) 849-5008 27 of 28 Denison Corp. June 3, 2013

Rob Chang, MBA, (416) 849-5008 28 of 28