Denison Mines Corp
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Denison Mines Corp. 2019 Annual Information Form March 13, 2020 ABOUT THIS ANNUAL INFORMATION FORM This annual information form (“AIF”) is dated March 13, Table of Contents 2020. Unless stated otherwise, all of the information in About this AIF .................................... 1 this AIF is stated as at December 31, 2019. About Denison ................................... 5 Developments over the Last Three This AIF has been prepared in accordance with Canadian Years ................................................. 7 The Uranium Industry ........................ 15 securities laws and contains information regarding Denison’s history, business, mineral reserves and Mineral Resources and Reserves 22 resources, the regulatory environment in which Denison Mineral Properties ............................. 26 does business, the risks that Denison faces and other Athabasca Exploration: Sampling, important information for Shareholders. Analysis and Data Verification ........... 88 Denison Operations ........................... 94 This AIF incorporates by reference: Manager of UPC ................................ 99 Denison Closed Mines Group ........... 99 Denison’s management discussion and analysis (“MD&A”) for the year ended December 31, 2019, Environmental, Health and Safety Matters .............................................. 100 which is available under the Company’s profile on Government Regulation .................... 102 SEDAR (www.sedar.com) and on EDGAR Risk Factors ...................................... 107 (www.sec.gov/edgar.shtml) as an exhibit to the Denison’s Securities .......................... 120 Company’s Form 40-F. Denison’s Management ..................... 121 Denison’s audited consolidated financial Legal and Regulatory Proceedings ... 127 statements for the year ended December 31, 2019, Material Contracts ............................. 128 which are available on SEDAR and EDGAR as an Names and Interests of Experts ........ 130 exhibit to the Company’s Form 40-F. Additional Information ........................ 131 Audit Committee Mandate ................. A Financial Information Glossary of Terms ............................. B Unless otherwise specified, all dollar amounts referred to in this AIF are stated in Canadian dollars (“CAD”). References to “US$” mean United States dollars. Financial information is derived from consolidated financial statements that have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Caution about Forward-Looking Information Certain information contained in this AIF and the documents incorporated by reference concerning the business, operations and financial performance and condition of Denison constitutes forward-looking information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and similar Canadian legislation. Generally, the use of words and phrases like "plans", "expects", "is expected", "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates", or "believes", or the negatives and/or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" "be taken", "occur", "be achieved" or “has the potential to” and similar expressions are intended to identify forward-looking information. Forward-looking information involves known and unknown risks, uncertainties, material assumptions and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. 2019 ANNUAL INFORMATION FORM 1 Denison believes that the expectations and assumptions reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward-looking information should not be unduly relied upon. This information speaks only as of the date of this AIF, and Denison will not necessarily update this information, unless required to do so by securities laws. Examples of Forward-Looking Information This AIF contains forward-looking information in a number of places, including statements pertaining to Denison’s: expectations regarding raising capital expectations about 2020 and future market exploration, evaluation and development prices, production costs and global uranium plans and objectives supply and demand plans for capital expenditure programs, expectations regarding ongoing joint exploration and development expenditures arrangements and Denison's share of same and reclamation costs and timing expectations regarding additions to its results of its Wheeler River PFS and plans mineral reserves and resources through with respect to the EA and FS process (each acquisitions and exploration as defined below) expectations regarding the toll milling of expectations regarding the process for and Cigar Lake ores, and the relationships with its receipt of regulatory approvals, permits and contractual partners with respect thereto licences under governmental and other future royalty and tax payments and rates applicable regulatory regimes expectations regarding possible impacts of estimates of its mineral reserves and mineral litigation and regulatory actions resources Statements relating to "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. Material Risks Denison's actual results could differ materially from those anticipated. Management has identified the following risk factors which could have a material impact on the Company or the trading price of its common shares (“Shares”): the capital intensive nature of mining industry global demand and international trade and the uncertainty of funding restrictions global financial conditions, including market the impact of uranium price volatility on the reaction to COVID-19 valuation of Denison’s mineral reserves and the speculative nature of exploration and resources and the market price of its Shares development projects uncertainty regarding public acceptance of the imprecision of mineral reserve and nuclear energy and competition from other resource estimates energy sources the risks of, and market impacts on, volatility in the market price of the Company’s developing mineral properties Shares risks associated with the selection of novel the risk of dilution from future equity mining methods financings dependence on obtaining licenses, and other dependence on other operators of the regulatory and policy risks Company’s projects uncertainty regarding engagement with reliance on contractors, experts and other Canada’s First Nations and Métis third parties environment, health and safety risks 2019 ANNUAL INFORMATION FORM 2 the risk of failure to realize benefits from the ability of Denison to ensure compliance transactions with anti-bribery and anti-corruption laws the risk of Denison’s inability to expand and the uncertainty regarding risks posed by replace its mineral reserves and resources climate change competition for properties the reliance of the Company on its risk of challenges to property title and/or information systems and the risk of cyber- contractual interests in Denison’s properties attacks on those systems the risk of failure by Denison to meet its dependence on key personnel obligations to its creditors potential conflicts of interest for the change of control restrictions Company’s directors who are engaged in uncertainty as to reclamation and similar businesses decommissioning liabilities and timing limitations of disclosure and internal controls potential for technical innovation rendering the potential influence of Denison’s largest Denison’s products and services obsolete Shareholder, Korea Electric Power liabilities inherent in mining operations and Corporation (“KEPCO”) and its subsidiary, the adequacy of insurance coverage Korea Hydro & Nuclear Power (“KHNP”). The risk factors listed above are discussed in more detail later in this AIF (see “Risk Factors”). The risk factors discussed in this AIF are not, and should not be construed as being, exhaustive. Material assumptions The forward looking statements in this AIF and the documents incorporated by reference are based on material assumptions, including the following, which may prove to be incorrect: our budget, including expected exploration levels and costs and the assumptions regarding market conditions and other factors upon which we have based our expenditure expectations our ability to continue as a going concern our ability to obtain all necessary regulatory approvals, permits and licences for our planned activities under governmental and other applicable regulatory regimes our expectations regarding the demand for, and supply of, uranium, the outlook for long-term contracting, changes in regulations, public perception of nuclear power, and the construction of new and relicensing of existing nuclear power plants our expectations regarding spot prices and realized prices for uranium our expectations regarding tax rates, currency exchange rates and interest rates our decommissioning and reclamation obligations and the status and ongoing maintenance of agreements with third parties with respect thereto our mineral reserve and resource estimates, and the assumptions upon which they are based our, and our