Exhibit 6

Exhibit 6


Denison Mines Corp. Atrium on Bay, 595 Bay Street, Suite 402 Toronto, ON M5G 2C2 Ph. 416-979-1991 • Fx. 416-979-5893 • www.denisonmines.com



PRESS RELEASE		Trading symbols: DML-T, DNN-A

DENISON MINES CORP. REPORTS THIRD QUARTER 2010 RESULTS

Toronto, ON — November 4, 2010... Denison Mines Corp. (“Denison” or the “Company”) (DML: TSX, DNN: NYSE AMEX) today reported its financial results for the three months and nine months ended September 30, 2010. All amounts in this release are in U.S. dollars unless otherwise indicated. For a more detailed discussion of the Company’s financial results, see management’s discussion and analysis (“MD&A”), a copy of which is attached to this release.

Financial Highlights

•

Revenue was $39.9 million for the three months and $89.1 million for the nine months ended September 30, 2010.

•

Net loss was $9.5 million or $0.03 per share for the three months and $1.9 million or $0.01 per share for the nine months ended September 30, 2010.

•

Cash flow from operations was $14.1 million for the three months and $28.5 million for the nine months ended September 30, 2010.

•

At the period end, Denison was essentially debt-free and had a cash balance of $33.1 million, working capital of $78.0 million and portfolio investments with a market value of $2.3 million.

Operating Highlights

•

Uranium production for the quarter totaled 373,000 pounds and vanadium production for the quarter totaled 1,045,000 pounds.

•

Uranium sales in the quarter were 706,000 pounds U₃O₈ at an average price of $44.22 per pound.

•

Vanadium sales in the quarter totaled 114,000 pounds of vanadium blackflake (“V₂O₅”) at an average price of $6.28 per pound. Ferrovanadium (“FeV”) sales totaled 226,000 pounds at an average price of $13.63 per pound.

•

At September 30, 2010, the Company had 303,000 pounds U₃O₈ and 1,143,000 pounds V₂O₅ and 107,000 pounds FeV in inventory available for sale. Based on spot market prices at September 30, 2010, this inventory had a value of $22.7 million.

•

The Wheeler River summer drilling program was completed. This program expanded the two zones of known mineralization and successfully identified two new zones in the highly prospective Phoenix trend.

Financial Summary


	Three Months Ended						Nine Months Ended
	September 30						September 30
	2010			2009			2010			2009

Revenue ($000s)	$	39,883		$	12,748		$	89,088		$	48,118

Net Loss ($000’s)		(9,521	)		(91,343	)		(1,938	)		(110,885	)

Loss Per Share ($)		(0.03	)		(0.27	)		(0.01	)		(0.41	)

Cash Provided By (Used By) Operations ($000’s)		14,107			(15,429	)		28,502			(48,057	)

Exploration Expensed¹ ($000’s)		2,528			2,988			5,979			7,567

Revenue

Uranium sales revenue for the third quarter was $31,228,000. Sales were 706,000 pounds U₃O₈ at an average price of $44.22 per pound. Uranium sales revenue for the same period in 2009 was $7,493,000. Sales were 128,000 pounds U₃O₈ at an average price of $54.82 per pound.

During the third quarter the Company sold 114,000 pounds of V₂O₅ at an average price of $6.28 per pound and 226,000 pounds of FeV at an average price of $13.63 per pound. In the third quarter of 2009, the Company sold 3,300 pounds of V₂O₅ at an average price of $5.83 per pound and 69,000 pounds FeV at an average price of $11.96 per pound. Total vanadium sales revenue for the third quarter 2010 was $3,794,000 compared to $846,000 in the third quarter of 2009.

Revenue from Denison’s environmental services division was $4,116,000 for the three months ended September 30, 2010 compared to $4,054,000 for the three months ended September 30, 2009. Revenue from the management contract with Uranium Participation Corporation was $409,000 for the three months ended September 30, 2010 compared to $344,000 in the same period in 2009.

Operating Expenses

Canadian Operations

The McClean Lake Joint Venture produced 75,000 pounds U₃O₈ for the three months ended September 30, 2010 compared with 906,000 pounds U₃O₈ for the three months ended September 30, 2009. Denison’s 22.5% share of production totaled 17,000 pounds compared to 204,000 pounds for the corresponding 2009 period. The McClean Lake joint venture completed processing of ore in June, 2010. The circuits were cleaned out and the mill was put on stand-by in August.

Production costs² were $48.58 per pound U₃O₈ for the three months ended September 30, 2010. For the comparable period in 2009, the production costs were $26.73 per pound U₃O₈.

Inventory available for sale from Canadian production was 64,000 pounds U₃O₈ at September 30, 2010.

U.S. Operations

At the White Mesa mill the Company produced 356,000 pounds U₃O₈and 1,045,000 pounds V₂O₅in the third quarter.

At September 30, 2010 a total of 102,000 tons of conventional ore was stockpiled at the mill containing approximately 480,000 pounds U₃O₈ and 1,758,000 pounds V₂O₅. The Company also has approximately 372,000 pounds U₃O₈ contained in alternate feed material stockpiled at the mill at September 30, 2010.

Production costs² for the three months ended September 30, 2010 were $37.42 per pound U₃O_8. For the comparable period in 2009 production costs were $39.69 per pound U₃O₈.

Inventory available for sale from U.S. production was 239,000 pounds U₃O₈, 1,143,000 pounds V₂O₅and 107,000 pounds FeV at September 30, 2010.


¹		The Company expenses exploration expenditures on mineral properties not sufficiently advanced to identify their development potential.

²		Production costs include the costs of mining the ore fed to the mill in the period plus the costs of milling the ore less a credit for vanadium produced in the period and excluding depreciation and amortization, which is a non-GAAP measure.

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Other

Operating costs for the third quarter include a recovery of $5,712,000 relating to the net realizable value of the Company’s uranium and vanadium inventory. Operating expenses also include costs relating to Denison’s environmental services division amounting to $3,484,000 in the three month period ended September 30, 2010 and $3,641,000 in the comparable period in 2009.

Mineral Property Exploration

Denison is engaged in uranium exploration, as both operator and non-operator of joint ventures and as operator of its own properties in Canada, the U.S., Mongolia and Zambia. For the three months ended September 30, 2010 exploration expenditures totaled $2,528,000 compared to $2,988,000 for the three months ended September 30, 2009.

A majority of the exploration expenditures during the period were spent in the Athabasca Basin region of northern Saskatchewan. Denison is engaged in uranium exploration as part of the McClean and Midwest joint ventures operated by AREVA Resources Canada Inc. (“ARC”), as well as on 29 other exploration projects including the Company’s 60% owned Wheeler River project. Denison’s share of exploration expense on its Canadian properties totaled $1,728,000 for the three months ended September 30, 2010.

The 2010 summer drill program at the Phoenix uranium deposit on the 60% owned Wheeler River property has discovered two new mineralized zones on the northeast and southwest edges of the presently defined Phoenix trend. Both of these zones are open along strike and the results confirm Denison’s belief that the Phoenix discovery is a major deposit with at least four discrete zones of mineralization. The favourable horizon has only been tested on 1.3 kilometres out of approximately 18 kilometres of favourable geology. The summer exploration program concentrated on delineation drilling of known Zones A and B. Delineation drilling of Zone C and D and further drill testing along the prospective trend was deferred until winter 2011. An NI 43-101 compliant resource report is currently in preparation and scheduled to be completed in the fourth quarter of 2010.

Liquidity

The Company had cash and cash equivalents of $33,106,000 at September 30, 2010 and trade and other receivables of $13,431,000. Portfolio investments had a market value of $2,310,000. The Company has in place a revolving credit facility of $60,000,000. The facility expires on June 30, 2011. Bank indebtedness under the facility at September 30, 2010 was nil; however, $9,425,000 of the line is used as collateral for certain letters of credit.

Outlook for 2010

The Company has chosen to change its production schedule in the fourth quarter to allow for toll milling of a third party’s ore during November. Production guidance is unchanged at 1.6 million pounds even with the change in milling schedule due to better than planned mill performance and higher Arizona 1 head grade. Vanadium production is however expected to decline to 2.4 million pounds V₂O₅ from 2.8 million.

Uranium sales volumes are expected to remain at 1.8 million pounds U₃O₈. Vanadium sales are now expected to be 2.1 million pounds V₂O₅ versus the original sales volume of 3.2 million pounds due to lower than anticipated demand. The Company expects to achieve an average realized price of $47.09 per pound U₃O₈ sold and $6.53 per pound V₂O_5.

The McClean Lake joint venture shut down the McClean Lake mill in August 2010 until new feed sources are available. The stand-by costs to Denison are expected to be negligible as most of them will be paid for by the Cigar Lake joint venture. The cost of production in the U.S. is expected to be $37.07 per pound U₃O₈ net of vanadium credits. The cost of production is calculated using the costs of mining the ore fed to the mill in the period plus the costs of milling the ore less a credit for vanadium produced in the period and excludes amortization and depreciation.

Conference Call

Denison is hosting a conference call on Friday November 5, 2010 starting at 10 A.M. (Toronto time) to discuss the 2010 third quarter results. The call will be available live through a webcast link on Denison’s website www.denisonmines.com and by telephone at 416-340-2218. A recorded version of the conference call will be available by calling 416-695-5800 (password: 8054524) approximately two hours after the conclusion of the call. The presentation will also be available at www.denisonmines.com.

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Additional Information

Additional information on Denison is available on SEDAR at www.sedar.com and on the Company’s website at www.denisonmines.com.

About Denison

Denison Mines Corp. is an intermediate uranium producer in North America, with mining assets in the Athabasca Basin region of Saskatchewan, Canada and the southwest United States including Colorado, Utah, and Arizona. Further, the Company has ownership interests in two uranium mills in North America. Denison also has a strong exploration and development portfolio including the Phoenix discovery in the Athabasca basin as well as large land positions in the United States, Canada, Mongolia and Zambia.

For further information contact:


Ron Hochstein		(416) 979-1991 Extension 232
President and Chief Executive Officer

James R. Anderson		(416) 979-1991 Extension 372
Executive Vice President and Chief Financial Officer

*Cautionary Statements

Certain information contained in this press release constitutes “forward-looking information”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 and similar Canadian legislation concerning the business, operations and financial performance and condition of Denison.

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

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. Denison believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this press release should not be unduly relied upon. This information speaks only as of the date of this press release. In particular, this press release may contain forward-looking information pertaining to the following: the estimates of Denison’s mineral reserves and mineral resources; 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 and permits and treatment under governmental regulatory regimes.

There can be no assurance that such statements will prove to be accurate, as Denison’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of those factors discussed in or referred to under the heading “Risk Factors” in Denison’s Annual Information Form dated March 19, 2010, available at http://www.sedar.com, and in its Form 40-F available at http://www.sec.gov, as well as the following: global financial conditions, the market price of Denison’s securities, volatility in market prices for uranium and vanadium; ability to access capital, changes in foreign currency exchange rates and interest rates; liabilities inherent in mining operations; uncertainties associated with estimating mineral reserves and resources; failure to obtain industry partner 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, the ability of Denison to meet its obligations to its creditors, the potential influence of or reliance upon a business partner, and the adequacy of insurance coverage

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

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

Qualified Person

The disclosure of scientific and technical information regarding Denison’s properties in this press release was prepared by or under the supervision of William C. Kerr, the Company’s Vice-President, Exploration and Terry Wetz, Director of Project Development who are Qualified Persons in accordance with the requirements of National Instrument 43-101.

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DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of Denison Mines Corp. and its subsidiary companies and joint ventures (collectively, “Denison” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of November 4, 2010 and should be read in conjunction with, and is qualified by, the Company’s unaudited consolidated financial statements and related notes for the nine months ended September 30, 2010. The financial statements are prepared in accordance with generally accepted accounting principles in Canada. All dollar amounts are expressed in U.S. dollars, unless otherwise noted.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. Denison believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the estimates of Denison’s mineral reserves and mineral resources; 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 and permits and treatment under governmental regulatory regimes.

There can be no assurance that such statements will prove to be accurate, as Denison’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of those factors discussed in or referred to under the heading “Risk Factors” in Denison’s Annual Information Form dated March 19, 2010, available at http://www.sedar.com and its Form 40-F available at http://www.sec.gov, as well as the following: volatility in market prices for uranium and vanadium; changes in foreign currency exchange rates and interest rates; liabilities inherent in mining operations; uncertainties associated with estimating mineral reserves and resources; failure to obtain industry partner 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.

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

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

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DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

OVERVIEW

Denison is a reporting issuer in all of the Canadian provinces. Denison’s common shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “DML” and on the NYSE Amex LLC (“Amex”) under the symbol “DNN”.

Denison is a diversified, intermediate uranium producer with uranium production in both the U.S. and Canada and development projects in the U.S., Canada, Zambia and Mongolia. Denison’s assets include its 100% ownership of the White Mesa uranium mill in Utah and its 22.5% ownership of the McClean Lake uranium mill in Saskatchewan. The Company also produces vanadium (“V₂O₅”) as a co-product from some of its mines in Colorado and Utah and processes uranium-bearing waste materials, referred to as “alternate feed materials”, for the recovery of uranium, alone or in combination with other metals, at the Company’s White Mesa mill.

Denison owns interests in a portfolio of exploration projects, including the Wheeler River property along with other properties in close proximity to the Company’s mills in the Athabasca Basin in Saskatchewan and in the Colorado Plateau, Henry Mountains and Arizona Strip regions of the southwestern United States.

Denison is the manager of Uranium Participation Corporation (“UPC”), a publicly traded company which invests in uranium oxide in concentrates (“U₃O₈”) and uranium hexafluoride (“UF₆”). Denison is also engaged in mine decommissioning and environmental services through its Denison Environmental Services (“DES”) division.

SELECTED QUARTERLY FINANCIAL INFORMATION

The following selected financial information was obtained directly from or calculated using the Company’s consolidated financial statements for the three months and nine months ended September 30, 2010 and 2009.


	Three Months			Three Months			Nine Months			Nine Months
	ended			ended			ended			ended
(in thousands)	September 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009

Results of Operations:
Total revenues	$	39,883		$	12,748		$	89,088		$	48,118
Net income (loss)		(9,521	)		(91,343	)		(1,938	)		(110,885	)
Basic and diluted loss per share		(0.03	)		(0.27	)		(0.01	)		(0.41	)


	As at		As at
	September 30,		December 31,
	2010		2009

Financial Position:
Working capital	$	77,960	$	75,578
Investments		2,310		10,605
Property, plant and equipment		701,535		691,039
Total assets		879,115		867,981
Total long-term liabilities	$	127,622	$	127,931

RESULTS OF OPERATIONS

General

The Company recorded net loss of $9,521,000 ($0.03 per share) for the three months ended September 30, 2010 compared with a net loss of $91,343,000 ($0.27 per share) for the same period in 2009. For the nine months ended September 30, 2010 the Company recorded net loss of $1,938,000 or $0.01 per share compared to a net loss of $110,885,000 or $0.41 per share for the same period in 2009.

Revenues

Uranium sales revenue for the third quarter was $31,228,000 from the sale of 706,000 pounds U₃O₈ at an average price of $44.22 per pound. Uranium sales for the same period in 2009 were 128,000 pounds U₃O₈ at an average price of $54.82 per pound resulting in revenue of $7,493,000. Uranium revenue in the third quarter of 2009 also included amortization of the fair value increment related to Denison Mines Inc. (“DMI”) sales contracts of $599,000.

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DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Uranium sales revenue for the nine months ended September 30, 2010 totaled $65,218,000. Sales were 1,390,000 pounds U₃O₈ at an average price of $46.93 per pound. For the nine months ended September 30, 2009, uranium sales revenue was $35,089,000 from the sale of 579,000 pounds U₃O₈at an average price of $57.82 per pound. Uranium revenue in the nine months of 2009 also included amortization of the fair value increment related to DMI sales contracts of $1,691,000.

During the third quarter the Company sold 114,000 pounds of V₂O₅ at an average price of $6.28 per pound and 226,000 pounds of ferrovanadium (“FeV”) at an average price of $13.63 per pound. In the third quarter of 2009, the Company sold 3,300 pounds of V₂O₅ at an average price of $5.83 per pound and 69,000 pounds FeV at an average price of $11.96 per pound. Total vanadium sales revenue for the third quarter 2010 was $3,794,000 compared to $846,000 in the third quarter of 2009.

During the nine months ended September 30, 2010, the Company sold 617,000 pounds of FeV at an average price of $13.84 per pound or $6.52 per pound V₂O₅ equivalent and 227,000 pounds V₂O₅at an average price of $6.59 per pound. Total vanadium sales revenue was $10,038,000. During the nine months ended September 30, 2009, the Company sold 509,000 pounds of V₂O₅ at an average price of $3.69 per pound and 87,000 pounds as FeV at an average price of $11.29 per pound. Total vanadium sales revenue was $2,864,000.

Revenue from the environmental services division for the three months and nine months ended September 30, 2010 was $4,116,000 and $11,271,000 compared to $4,054,000 and $8,241,000 in the same periods in 2009. Revenue from the management contract with UPC for the three months and nine months ended September 30, 2010 was $409,000 and $2,089,000 compared to $344,000 and $1,886,000 in the same periods in 2009.

Operating Expenses

Milling and Mining Expenses

The McClean Lake joint venture produced 75,000 pounds U₃O₈ and 1,709,000 pounds U₃O₈ for the three and nine months ended September 30, 2010 compared with 906,000 pounds U₃O₈ and 2,675,000 pounds U₃O₈ for the three months and nine months ended September 30, 2009. Denison’s 22.5% share of production totaled 17,000 and 385,000 pounds for the 2010 periods and 204,000 and 602,000 pounds for the 2009 periods.

The feeding of ore to the McClean mill was completed in June and the mill was placed on stand-by in August.

Canadian production costs¹for the third quarter were $48.58 (CDN$50.49) per pound U₃O₈compared to $26.73 (CDN$29.36) per pound U₃O₈ for the third quarter of 2009. The increase is due to the shutdown of operations during the quarter. Canadian production costs for the nine months ended September 30, 2010 were $30.85 (CDN$31.96) per pound compared to $26.83 (CDN $31.39) per pound for the nine months ended September 30, 2009.

Inventory from Canadian production was 64,000 pounds U₃O₈ at September 30, 2010.

On June 30, 2009, the Canadian Nuclear Safety Commission (“CNSC”) renewed the operating licence for the McClean Lake operation for a period of eight years to June 30, 2017. The Athabasca Regional Government (the “ARG”), which is comprised of three First Nations and four provincial communities from the Athabasca Basin, launched an application for a judicial review of CNSC’s decision to grant the McClean Lake operating licence. ARG challenged the legality of the licence renewal on the basis of issues related to the Federal and Provincial Governments’ duty to consult with Aboriginal people. The initial hearing on this matter was held on June 8, 2010 and the judge issued his decision in September 2010, dismissing the application. ARG has launched an appeal of this decision.

At the White Mesa mill, production during the quarter totaled 356,000 pounds U₃O₈and 1,045,000 pounds V₂O₅ and totaled 824,000 pounds U₃O₈ and 1,956,000 pounds V₂O₅for the nine months ended September 30, 2010.

At September 30, 2010, a total of 102,000 tons of conventional ore was stockpiled at the mill containing approximately 480,000 pounds U₃O₈ and 1,758,000 pounds V₂O₅. The Company also had approximately 372,000 pounds U₃O₈ contained in alternate feed material stockpiled at the mill at September 30, 2010.

Production costs¹ at White Mesa for the three months ended September 30, 2010 were $37.42 per pound U₃O₈ and for the nine months ended September 30, 2010 were $38.22. Production costs were $39.69 per pound U₃O₈ in the three months ended September 30, 2009 and $66.14 for the nine months ended September 30, 2009.


¹		Production costs include the costs of mining the ore fed to the mill in the period plus the costs of milling less a credit for vanadium produced in the period and excluding depreciation and amortization, which is a non-GAAP measure.

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DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Inventory available for sale from U.S. production was 239,000 pounds U₃O₈, 1,143,000 pounds V₂O₅ and 107,000 pounds FeV at September 30, 2010.

On November 16, 2009, as amended on February 1, 2010, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “Plaintiffs”) filed a lawsuit against the U.S. Secretary of the Interior and the U.S. Bureau of Land Management (“BLM”) (together, the “Defendants”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Arizona 1 mine, by not requiring a new Plan of Operations in connection with the start of mining activities. The Plaintiffs are also claiming that, if a new Plan of Operations is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing Plan of Operations for the mine was approved by BLM in 1988. The Plaintiffs further claim that all required permits have not been obtained for the mine under the Clean Air Act, and that, as a result, BLM failed to take all actions necessary to prevent unnecessary degradation of the public lands. The Plaintiffs are seeking an order declaring that the Defendants have violated these environmental laws in relation to the Arizona 1 mine, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at the Arizona 1 mine until BLM complies with all applicable laws. On February 8, 2010 the Defendants filed an Answer to the Plaintiffs’ complaint denying the foregoing allegations. Denison has been added as an intervener in this lawsuit, and believes that each of these allegations is without legal merit; is not supported by the administrative record; and should be dismissed.

On April 19, 2010, Plaintiffs filed a motion for a preliminary injunction to shut down operations at the mine pending a decision on the merits of the case. A hearing on the motion for an injunction was held on June 11, 2010, and on June 17, 2010 the judge denied the Plaintiffs’ request for preliminary injunctive relief. On July 12, 2010, the Plaintiffs appealed the ruling on the preliminary injunction to the Ninth Circuit Court of Appeals, and on July 14, 2010 filed another motion for preliminary injunction, pending appeal. That motion was denied by the judge on August 11, 2010. On August 16, 2010 the Plaintiff’s filed an emergency motion for an injunction pending appeal in the Court of Appeals. On August 31, 2010, a two-judge panel denied that motion. The appeal to the Court of Appeals of the district judge’s original ruling denying the preliminary injunction is currently under way, and the original case is ongoing. If the Plaintiffs are successful on the appeal or on the merits, the Company may be required to stop mining activities at the Arizona 1 mine pending resolution of this matter. Any required stoppage of mining could have a significant adverse impact on the Company.

In August 2009, the Arizona Department of Environmental Quality (“ADEQ”) issued an air quality permit that authorized the restart and operation of the Arizona 1 mine. Despite this authorization by ADEQ and a previous authorization of construction and operation of the mine by the United States Environmental Protection Agency (“EPA”) in 1988, EPA has alleged that a new EPA approval is required at this time, notwithstanding the ADEQ permit. On May 3, 2010, EPA issued a Finding of Violation to Denison alleging non-compliance with the provisions of the Clean Air Act for not obtaining this second EPA approval and associated matters. EPA and Denison are negotiating a Consent Agreement and Final Order to settle this administrative action, under which Denison, after submitting the requested application, will agree to pay a stipulated penalty.

On July 29, 2010, Uranium Watch, Living Rivers and Center for Water Advocacy (the “Plaintiffs”) filed a lawsuit against the U.S. Forest Service (“USFS”) and the Forest Supervisor for the Manti-La Sal National Forest (together, the “Defendants”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Pandora mine, by not requiring an Environmental Assessment or Environmental Impact Statement under the National Environmental Policy Act (“NEPA”) in connection with the USFS’s approval of Plans of Operation authorizing the Company to construct two vent holes and drill 16 uranium exploration holes at the mine. The Plaintiffs are seeking an order declaring that the Defendants have violated NEPA and vacating the USFS’ approval of the Plans of Operation for these two projects, and enjoining the USFS from allowing the projects to proceed pending full compliance with the law. The Plaintiffs also filed a motion for a temporary restraining order and preliminary injunction against the commencement of the projects. Denison has been added as an intervener in this lawsuit. A hearing on the motion for a preliminary injunction was held on September 2, 2010, and on September 14, 2010 the judge denied the Plaintiff’s request for preliminary injunctive relief. The original case is ongoing. At this time, all of the exploration holes have been drilled and one of the two vent holes has been installed.

- 9 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

On August 17, 2010, EPA issued a Notice of Violation under the Clean Air Act, citing four violations of the National Emission Standards for Hazardous Air Pollutants for underground uranium mines, relating to operations at Denison’s La Sal mines complex in Utah in 2009. Those violations were for alleged failure to obtain prior approval from EPA for the radon monitoring method used at the site, for some gaps in data collection and reporting, and for allegedly exceeding the emission standards at certain receptors using the prescribed air dispersion model. Denison has applied to EPA for approval to continue to use the radon monitoring method at the site, which is the same method used historically by the uranium mining industry. Similarly Denison does not believe the prescribed air dispersion model is sophisticated enough to accurately calculate potential doses from radon to nearby receptors at the La Sal mines, given the complex terrain and other factors at the site, and has applied to EPA for approval to use a more sophisticated air dispersion model. The Clean Air Act provides that, when a person is in violation of certain provisions of the Act, EPA may issue an administrative penalty, issue an order requiring compliance with the requirements, or bring a civil action, among other remedies. Administrative penalties can be based on the number of days of violation, the size of the business, the economic benefit of non-compliance, the seriousness of the violation and other factors, and can be significant. EPA has not issued an order or brought civil enforcement action at this time.

Other

Operating costs for the three months and nine months ended September 30, 2010 include a recovery of $5,712,000 and $13,157,000 respectively relating to the net realizable value of the Company’s uranium and vanadium inventory. For the three and nine months ended September 30, 2009 operating costs include recoveries of $2,762,000 and $2,579,000 respectively relating to the net realizable value of the Company’s uranium and vanadium inventory. Operating costs also include expenses relating to DES amounting to $3,484,000 for the three months and $9,874,000 for the nine months in 2010 compared to $3,641,000 and $7,546,000 respectively for the same periods in 2009.

Sales Royalties and Capital Taxes

Sales royalties on Canadian production and capital taxes totaled $837,000 and $2,124,000 for the three and nine months ended September 30, 2010 compared with $359,000 and $1,047,000 for the same periods in 2009. Denison pays a Saskatchewan basic uranium royalty of 4% of gross uranium sales after receiving the benefit of a 1% Saskatchewan resource credit. Denison also pays a Saskatchewan resource surcharge based on 3% of gross uranium sales. The Government of Saskatchewan also imposes a tiered royalty which ranges from 6% to 15% of gross uranium sales after recovery of mill and mine capital allowances which approximate capital costs. It is unlikely that Denison will pay tiered royalties in 2010. The Government of Saskatchewan, in conjunction with the uranium industry in Saskatchewan, is reviewing the current tiered royalty structure with a view to altering it to better align it with current and future industry economics.

Mineral Property Exploration

Denison is engaged in uranium exploration, as both operator and non-operator of joint ventures and as operator of its own properties in Canada, the U.S., Mongolia and Zambia. For the three months ended September 30, 2010 exploration expenditures totaled $2,528,000 and $5,979,000 for the nine months ended September 30, 2010 as compared to $2,988,000 for the three months ended September 30, 2009 and $7,567,000 for the nine months ended September 30, 2009.

A majority of the exploration expenditures during the period were spent in the Athabasca Basin region of northern Saskatchewan. Denison is engaged in uranium exploration as part of the McClean and Midwest joint ventures operated by Areva Resources Canada Inc. (“ARC”) as well as on 29 other exploration projects including the Company’s 60% owned Wheeler River project. Denison’s exploration expense on its Canadian properties totaled $1,728,000 for the three months ended September 30, 2010 and totaled $4,810,000 for the nine months ended September 30, 2010. For the three months ended September 30, 2009, exploration expense totaled $1,997,000 and $5,429,000 for the nine months ended September 30, 2009.

The summer drill program on the highly prospective Phoenix trend on the 60% owned Wheeler River property was completed during the quarter. This three rig program drilled a total of 20,320 metres. This program successfully extended the strike length of the two known mineralized Zones A and B, as well as discovering two new zones along strike. The Phoenix trend remains open in both directions.

Exploration expenditures of $486,000 and $841,000 for the three months and nine months ended September 30, 2010 compared to $803,000 for the three months and $1,933,000 for the nine months ended September 30, 2009 were incurred in Mongolia on the Company’s joint venture properties. The Company has a 70% interest in the Gurvan Saihan Joint Venture (“GSJV”) in Mongolia. The other parties to the joint venture are the Mongolian Government as to 15% and Geologorazvedka, a Russian government entity, as to 15%. Under the new Nuclear Energy Law, the Government of Mongolia could acquire a 34% to 51% interest at no cost to the Government. Denison is currently engaged with industry groups and trade representatives in Mongolia to determine how the new law could be applied in practice. In October, the Company and Mon-Atom, the Mongolian state owned uranium company and partner in the GSJV, signed a Memorandum of Understanding (“MOU”). The purpose of the MOU is to establish a co-operative arrangement with Mon-Atom to address the ownership issue in the context of existing agreements between the GSJV and the Government of Mongolia and the Nuclear Energy Law and to establish the basis for negotiation of an Investment Agreement. Discussions are also underway between industry groups and the Mongolian Government in an effort to have some of the provisions amended in the Nuclear Energy Law.

- 10 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

In Zambia, the Company was granted mining licences for its Mutanga and Dibwe properties in late March. These licenses are for a period of twenty-five years. Environmental baseline sampling is ongoing as well as environmental assessment studies for the access road and power line.

General and Administrative

General and administrative expenses totaled $3,390,000 for the three months and $9,414,000 for the nine months ended September 30, 2010 compared with $2,945,000 for the three months and $10,798,000 for the nine months ended September 30, 2009. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services and other overhead expenditures. Expenditures in the quarter are higher due to legal costs relating to legal challenges in the U.S.

Stock Option Expense

Stock option expense totaled $399,000 and $1,237,000 for the three and nine months ended September 30, 2010 compared to $1,053,000 and $2,758,000 for the three months and nine months ended September 30, 2009.

Other Income and Expenses

Other income (expense) totaled $(4,861,000) for the three months and $11,149,000 for the nine months ended September 30, 2010 compared with $(14,953,000) for the three months and $(16,512,000) for the nine months ended September 30, 2009. This consists primarily of foreign exchange losses, interest income and investment disposal gains. Foreign exchange losses totaled $3,005,000 for the nine months ended September 30, 2010 compared to foreign exchange losses of $14,993,000 for the nine months ended September 30, 2009. Other income also includes a uranium sales contract termination fee. During the second quarter the Company agreed to terminate one of its sales contracts in exchange for a termination fee of $11,000,000. The fee is payable in two installments of $6,000,000 received in June, 2010 and $5,000,000 due in March, 2011.

Income Taxes

For the nine months ended September 30, 2010 the Company has provided for a current tax expense of $314,000 and a future tax recovery of $2,506,000.

OUTLOOK FOR 2010

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $33,106,000 at September 30, 2010 compared with $19,804,000 at December 31, 2009. The increase of $13,302,000 was due primarily to cash provided by operating activities of $28,502,000 and proceeds from sale of investments of $6,999,000 less expenditures of $22,118,000 on property, plant and equipment.

Net cash provided by operating activities of $28,502,000 during the nine months ended September 30, 2010 is comprised of net income for the period, adjusted for non-cash items and for changes in working capital items. Significant changes in working capital items during the period include an increase in accounts payable and accrued liabilities of $4,706,000, a decrease of $5,506,000 in inventories and a decrease of $547,000 in trade and other receivables. The decrease in inventories consists primarily of a decrease in ore in stockpile and uranium concentrates offset by an increase in vanadium concentrates.

- 11 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Net cash used in investing activities was $14,562,000 consisting primarily of expenditures on property, plant and equipment of $22,118,000 less proceeds from the sale of investments of $6,999,000 and proceeds on sale of property plant and equipment of $1,530,000.

Net cash used in financing activities totaled $747,000 consisting primarily of repayment of debt obligations.

In total, these sources and uses of cash resulted in a net cash inflow after the effect of foreign exchange of $13,302,000 during the period.

The Company has in place a $60,000,000 revolving term credit facility (“the credit facility”). The credit facility contains three financial covenants, one based on maintaining a certain level of tangible net worth, which must be greater than or equal to the sum of $665,000,000 plus an amount equal to (i) 50% of each equity issue after September 30, 2009 and 50% of positive net income in each fiscal quarter from September 30, 2009, the second requiring a minimum current ratio of 1.10 to 1 and the third requiring the Company to reduce the borrowing facility to $35,000,000 for a period of time each quarter before drawing further amounts. The credit facility expires on June 30, 2011. There is currently no debt outstanding under this credit facility; however $9,425,000 of the line is currently used as collateral for certain letters of credit.

The borrower under the credit facility is the Company’s subsidiary, DMI and the Company has provided an unlimited full recourse guarantee and a pledge of all of the shares of DMI. DMI has provided a first-priority security interest in all present and future personal property and an assignment of its rights and interests under all material agreements relative to the McClean Lake and Midwest projects. In addition, each of the Company’s material U.S. subsidiaries has provided an unlimited full recourse guarantee secured by a pledge of all of its shares and a first-priority security interest in all of its present and future personal property. The credit facility is subject to a standby fee of 100 basis points.

OFF-BALANCE SHEET ARRANGEMENTS

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

TRANSACTIONS WITH RELATED PARTIES

The Company is a party to a management services agreement with UPC. Under the terms of the agreement, the Company will receive the following fees from UPC: a) a commission of 1.5% of the gross value of any purchases or sales of uranium completed at the request of the Board of Directors of UPC; b) a minimum annual management fee of CDN$400,000 (plus reasonable out-of-pocket expenses) plus an additional fee of 0.3% per annum based upon UPC’s net asset value between CDN$100,000,000 and CDN$200,000,000 and 0.2% per annum based upon UPC’s net asset value in excess of CDN$200,000,000; c) a fee of CDN$200,000 upon the completion of each equity financing where proceeds to UPC exceed CDN$20,000,000; d) a fee of CDN$200,000 for each transaction or arrangement (other than the purchase or sale ofuranium) of a business where the gross value of such transaction exceeds CDN$20,000,000 (“an initiative”); e) an annual fee up to a maximum of CDN$200,000, at the discretion of the Board of Directors of UPC, for on-going maintenance or work associated with an initiative; and f) a fee equal to 1.5% of the gross value of any uranium held by UPC prior to the completion of any acquisition of at least 90% of the common shares of UPC.

The following transactions were incurred with UPC for the periods noted below:


	Three months		Three months		Nine months		Nine months
	Ended		Ended		Ended		Ended
	September		September		September		September
(in thousands)	30, 2010		30, 2009		30, 2010		30, 2009

Management fees	$	409	$	344	$	1,127	$	1,144
Commission and transaction fees		—		—		962		742

Total	$	409	$	344	$	2,089	$	1,886

- 12 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

At September 30, 2010, accounts receivable includes $172,000 due from UPC with respect to the fees indicated above.

Korea Electric Power Corporation (“KEPCO”)

In June 2009, Denison completed definitive agreements with KEPCO. The agreements included a long-term offtake agreement which provides for the delivery to KEPCO of 20% of Denison’s annual U₃O₈ production (±10%) but not less than 350,000 pounds (±10%) per year from 2010 to 2015 inclusive. KEPCO also purchased 58,000,000 common shares of Denison representing approximately 17% of the issued and outstanding capital as at the June 2009 share purchase. Two representatives from KEPCO have been appointed to Denison’s board of directors.

OUTSTANDING SHARE DATA

At November 4, 2010, there were 339,720,415 common shares issued and outstanding, stock options to purchase a total of 6,538,339 common shares and warrants to purchase a total of 6,408,000 common shares, for a total of 352,666,754 common shares on a fully-diluted basis.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

There has not been any change in the Company’s internal control over financial reporting that occurred during the Company’s third quarter of 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Changes in Accounting Policies

The Company has adopted the following new standards issued by the CICA:

CICA Handbook Section 1582 “Business Combinations”, Section 1601 “Consolidated Financial Statements” and Section 1602 “Non-Controlling Interests” which replace the former CICA 1581 “Business Combinations” and CICA 1600 “Consolidated Financial Statements” and establish a new section for accounting for a non-controlling interest in a subsidiary. These sections provide the Canadian equivalent to FASB Statements No.141(R) “Business Combinations” and No.160 “Non-Controlling Interests in Consolidated Financial Statements”. CICA 1582 is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period after January 1, 2011. CICA 1601 and CICA 1602 apply to interim and annual consolidated financial statements relating to years beginning on or after January 1, 2011 although early adoption is permitted. CICA 1582, which replaces Handbook Section 1581, Business Combinations, establishes standards for the measurement of a business combination and the recognition and measurement of assets acquired and liabilities assumed. CICA 1601, which replaces Handbook Section 1600, carries forward the existing Canadian guidance on aspects of the preparation of consolidated financial statements subsequent to acquisition other than non-controlling interests. CICA 1602 establishes guidance for the treatment of non-controlling interests subsequent to acquisition through a business combination. The Company has early adopted all three sections effective January 1, 2010. There was no impact to the Company’s financial statements from adopting these standards.

CONVERSION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The Company is in the process of converting its basis of accounting from Canadian GAAP to IFRS to be effective in the first quarter report 2011. The conversion date for IFRS reporting is January 1, 2011. The restatement for comparative purposes of amounts reported for the year ended December 31, 2010 will also be required.

The conversion to IFRS from Canadian GAAP is a significant undertaking. Management has established an IFRS project team that is staffed with both internal and external resources.

The implementation project plan consists of three phases:

•

Initial diagnostic phase

•

Impact analysis and design phase

•

Implementation phase

- 13 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Nine Months Ended September 30, 2010
(Expressed in U.S. Dollars, Unless Otherwise Noted)

The initial diagnostic phase was completed in third quarter 2008. The impact analysis and design phase and the implementation phase were initiated in 2009 and efforts are continuing for 2010.

The impact analysis and design phase involves the selection of IFRS accounting policies by senior management and review by the audit committee; the quantification of impact of changes to the Company’s existing accounting policies on its opening IFRS balance sheet; and the development of draft IFRS financial statements.

The implementation phase involves the implementation of required changes to the Company’s information systems and procedures. It will culminate in the collection of financial information necessary to prepare IFRS financial statements and audit committee approval of financial statements.

During the third quarter, efforts were mainly focused on preparation of the IFRS opening balance sheet amounts for January 1, 2010. A preliminary calculation has been prepared and reviewed by management and is in the process of being examined by the Company’s auditors. The most significant adjustments result from differences in recognition of long-lived asset impairments primarily on mineral properties and tax related adjustments. The overall effect of the adjustments is expected to give rise to a decrease in the asset values on the IFRS balance sheet versus the Canadian GAAP balance sheet. Plans for the fourth quarter include finalization of opening balance sheet, development of quarterly 2010 IFRS financial statements and required note disclosures.

Management is using a combination of the current financial system application and some end-user computing tools to record the IFRS compliant financial information.

Other work that is underway includes analysis of additional financial statement and note disclosures, review of information system and internal control changes required, and additional training required for key personnel. The Company is not anticipating significant information system changes or significant internal control changes.

Potential Impact of IFRS Implementation on Denison

A description of the potential areas of impact of the IFRS implementation for Denison was outlined in the Company’s management discussion and analysis dated March 11, 2010 available at www.sedar.com or www.sec.gov.com. There have been no significant changes to the information that was provided in that disclosure. However, management continues to monitor new developments and/or changes to the IFRS standards for applicability to Denison.

MINE SAFETY

Under Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted by the U.S. Congress on July 21, 2010, the Company is required to make certain disclosures relating to violations, orders, penalties, assessments and fatalities that occurred during the reporting period at mines operated by the Company in the United States. During the Quarter, the Company received the following citations from the U.S. Mine Safety and Health Administration (“MSHA”) for violation of a mandatory health and safety standard that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the U.S. Mine Safety and Health Act of 1977:

•

Two citations as operator of the Beaver Shaft mine, for which MSHA has assessed a penalty of $959; and

•

One citation as operator of the Arizona 1 Mine, for which MSHA has not assessed a penalty at this time.

The total value of proposed assessments from MSHA during the quarter, including those mentioned above, was $7,421.

RISK FACTORS

There are a number of factors that could negatively affect Denison’s business and the value of Denison’s common shares, including the factors listed in the Company’s Annual Information Form dated March 19, 2010 available at www.sedar.com and Form 40-F available at www.sec.gov below.

QUALIFIED PERSON

- 14 -

DENISON MINES CORP.
Consolidated Balance Sheets
(Unaudited — Expressed in thousands of U.S. dollars)


	At September 30			At December 31
	2010			2009

ASSETS
Current
Cash and cash equivalents	$	33,106		$	19,804
Trade and other receivables (Note 3)		13,431			13,773
Inventories (Note 4)		46,008			52,216
Prepaid expenses and other		1,309			1,607

		93,854			87,400

Inventories — ore in stockpiles (Note 4)		2,130			1,530
Investments (Note 5)		2,310			10,605
Prepaid expenses and other		149			287
Restricted cash and investments (Note 6)		23,137			21,656
Property, plant and equipment (Note 7)		701,535			691,039
Intangibles (Note 8)		3,883			4,436
Goodwill (Note 9)		52,117			51,028

	$	879,115		$	867,981


LIABILITIES
Current
Accounts payable and accrued liabilities	$	14,312		$	9,508
Current portion of long-term liabilities:
Post-employment benefits (Note 10)		389			380
Reclamation and remediation obligations (Note 11)		768			752
Debt obligations (Note 12)		106			869
Other long-term liabilities (Note 13)		319			313

		15,894			11,822

Deferred revenue		3,390			3,187
Provision for post-employment benefits (Note 10)		3,523			3,426
Reclamation and remediation obligations (Note 11)		17,514			17,154
Debt obligations (Note 12)		225			195
Other long-term liabilities (Note 13)		1,071			1,051
Future income tax liability		101,899			102,918

		143,516			139,753


SHAREHOLDERS’ EQUITY
Share capital (Note 14)		849,135			849,488
Share purchase warrants (Note 15)		5,830			5,830
Contributed surplus (Note 16 and 17)		41,159			39,922
Deficit		(244,432	)		(242,494	)
Accumulated other comprehensive income (Note 18)		83,907			75,482

		735,599			728,228

	$	879,115		$	867,981


Issued and outstanding common shares (Note 14)		339,720,415			339,720,415


Commitments and contingencies (Note 23)

See accompanying notes to the consolidated financial statements

- 15 -

DENISON MINES CORP.
Consolidated Statements of Operations
(Unaudited — Expressed in thousands of U.S. dollars except for per share amounts)


	Three Months Ended						Nine Months Ended
	September 30			September 30			September 30			September 30
	2010			2009			2010			2009

REVENUES (Note 20)	$	39,883		$	12,748		$	89,088		$	48,118


EXPENSES
Operating expenses (Note 19)		37,625			11,067			85,613			53,201
Sales royalties and capital taxes		837			359			2,124			1,047
Mineral property exploration		2,528			2,988			5,979			7,567
General and administrative		3,390			2,945			9,414			10,798
Stock option expense (Note 17)		399			1,053			1,237			2,758
Mineral property impairment		—			100,000			—			100,000

		44,779			118,412			104,367			175,371


Income (loss) from operations		(4,896	)		(105,664	)		(15,279	)		(127,253	)
Other income (expense) (Note 19)		(4,861	)		(14,953	)		11,149			(16,512	)

Income (loss) before taxes		(9,757	)		(120,617	)		(4,130	)		(143,765	)

Income tax recovery (expense):
Current		(355	)		74			(314	)		1,690
Future		591			29,200			2,506			31,190

Net income (loss) for the period	$	(9,521	)	$	(91,343	)	$	(1,938	)	$	(110,885	)


Net income (loss) per share:
Basic	$	(0.03	)	$	(0.27	)	$	(0.01	)	$	(0.41	)
Diluted	$	(0.03	)	$	(0.27	)	$	(0.01	)	$	(0.41	)


Weighted-average number of shares outstanding (in thousands):
Basic		339,720			339,720			339,720			268,655
Diluted		339,733			339,720			339,730			268,655

See accompanying notes to the consolidated financial statements

- 16 -

DENISON MINES CORP.
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss)
(Unaudited — Expressed in thousands of U.S. dollars)


	Nine Months Ended
	September 30			September 30
	2010			2009

Share capital
Balance at beginning of period	$	849,488		$	666,278
New shares issued-net of issue costs		—			185,053
Renunciation of flow-through share liabilities		(353	)		(1,824	)

Balance at end of period	$	849,135		$	849,507


Share purchase warrants
Balance at beginning of period	$	5,830		$	11,728
Warrant expiries		—			—

Balance at end of period	$	5,830		$	11,728


Contributed surplus
Balance at beginning of period	$	39,922		$	30,537
Stock-based compensation expense		1,237			2,758

Balance at end of period	$	41,159		$	33,295


Deficit
Balance at beginning of period	$	(242,494	)	$	(95,482	)
Net income (loss) for the period		(1,938	)		(110,885	)

Balance at end of period	$	(244,432	)	$	(206,367	)


Accumulated other comprehensive income (loss)
Balance at beginning of period	$	75,482		$	(4,709	)
Unrealized gain (loss) on investments change-net of tax		(3,451	)		15,544
Foreign currency translation change		11,876			65,909

Balance at end of period	$	83,907		$	76,744


Total shareholders’ equity	$	735,599		$	764,907


Comprehensive income (loss)
Net income (loss) for the period	$	(1,938	)	$	(110,885	)
Unrealized gain (loss) on investments change-net of tax		(3,451	)		15,544
Foreign currency translation change		11,876			65,909

Comprehensive income (loss) for the period	$	6,487		$	(29,432	)

See accompanying notes to the consolidated financial statements

- 17 -

DENISON MINES CORP.
Consolidated Statements of Cash Flows
(Unaudited — Expressed in thousands of U.S. dollars)


	Three Months Ended						Nine Months Ended
	September 30			September 30			September 30			September 30
CASH PROVIDED BY (USED IN):	2010			2009			2010			2009

OPERATING ACTIVITIES
Net income (loss) for the period	$	(9,521	)	$	(91,343	)	$	(1,938	)	$	(110,885	)
Items not affecting cash:
Depletion, depreciation, amortization and accretion		22,984			4,451			45,234			21,701
Investments impairment		—			—			181			—
Mineral properties impairment		—			100,000			—			100,000
Stock-based compensation		399			1,053			1,237			2,758
Losses (gains) on asset disposals		(1,745	)		(835	)		(2,663	)		(707	)
Losses (gains) on restricted investments		(162	)		(116	)		(502	)		580
Non-cash inventory adjustments		(5,650	)		(2,762	)		(12,830	)		(2,579	)
Future income tax expense (recovery)		(591	)		(29,200	)		(2,506	)		(31,190	)
Foreign exchange		6,695			15,616			3,005			14,993

Net change in non-cash working capital items
Trade and other receivables		(85	)		50			547			550
Inventories		1,495			(10,842	)		(5,506	)		(29,096	)
Prepaid expenses and other assets		(423	)		(630	)		309			149
Accounts payable and accrued liabilities		1,137			(620	)		4,706			(13,909	)
Post-employment benefits		(64	)		(88	)		(178	)		(211	)
Reclamation and remediation obligations		(194	)		(163	)		(797	)		(485	)
Deferred revenue		(168	)		—			203			274

Net cash provided by (used in) operating activities		14,107			(15,429	)		28,502			(48,057	)


INVESTING ACTIVITIES
Decrease (increase) in notes receivable		2			380			(22	)		193
Purchase of investments		—			(711	)		(17	)		(711	)
Proceeds from sale of investments		4,655			72			6,999			3,294
Expenditures on property, plant and equipment		(6,970	)		(9,058	)		(22,118	)		(32,248	)
Proceeds on sale of property, plant and equipment		—			807			1,530			1,513
Increase in restricted cash and investments		(672	)		(41	)		(934	)		(1,090	)

Net cash used in investing activities		(2,985	)		(8,551	)		(14,562	)		(29,049	)


FINANCING ACTIVITIES
Decrease in debt obligations		(197	)		(159	)		(747	)		(100,411	)
Issuance of common shares for:
New share issues		—			138			—			185,053

Net cash provided by (used in) financing activities		(197	)		(21	)		(747	)		84,642


Increase in cash and cash equivalents		10,925			(24,001	)		13,193			7,536
Foreign exchange effect on cash and cash equivalents		189			1,861			109			558
Cash and cash equivalents, beginning of period		21,992			33,440			19,804			3,206

Cash and cash equivalents, end of period	$	33,106		$	11,300		$	33,106		$	11,300

See accompanying notes to the consolidated financial statements

- 18 -

DENISON MINES CORP.
Notes to the Consolidated Financial Statements
(Unaudited — Expressed in U.S. dollars, unless otherwise noted)

NATURE OF OPERATIONS

Denison Mines Corp. (“DMC”) is incorporated under the Business Corporations Act (Ontario) (“OBCA”). Denison Mines Corp. and its subsidiary companies and joint ventures (collectively, the “Company”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium bearing properties, extraction, processing, selling and reclamation. The environmental services division of the Company provides mine decommissioning and decommissioned site monitoring services for third parties.

The Company has a 100% interest in the White Mesa mill located in Utah, United States and a 22.5% interest in the McClean Lake mill located in the Athabasca Basin of Saskatchewan, Canada. The Company has interests in a number of nearby mines at both locations, as well as interests in development and exploration projects located in Canada, the United States, Mongolia and Zambia, some of which are operated through joint ventures and joint arrangements. Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U₃O₈”) and sold to various customers around the world for further processing. Vanadium, a co-product of some of the Company’s U.S mines is also produced and is in the form of vanadium pentoxide (“V₂O₅”). The Company is also in the business of processing uranium bearing waste materials, referred to as “alternate feed materials”.

Denison Mines Inc. (“DMI”), a subsidiary of DMC, is the manager of Uranium Participation Corporation (“UPC”), a publicly-listed investment holding company formed to invest substantially all of its assets in U₃O₈ and uranium hexafluoride (“UF₆”). The Company has no ownership interest in UPC but receives various fees for management services and commissions from the purchase and sale of U₃O₈and UF₆ by UPC.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited consolidated financial statements have been prepared by management in U.S. dollars, unless otherwise stated, in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) for interim financial statements.

Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with Canadian GAAP have been condensed or excluded. As a result, these unaudited interim consolidated financial statements do not contain all disclosures required for annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2009.

All material adjustments which, in the opinion of management, are necessary for fair presentation of the results of the interim periods have been reflected in these financial statements. The results of operations for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year.

These unaudited interim consolidated financial statements are prepared following accounting policies consistent with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2009, except for the changes noted under the “New Accounting Standards Adopted” section below.

- 19 -

Significant Mining Interests

The following table sets forth the Company’s ownership of its significant mining interests that have projects at the development stage within them as at September 30, 2010:


		Ownership
	Location	Interest

Through majority owned subsidiaries
Arizona Strip	USA		100.00	%
Henry Mountains	USA		100.00	%
Colorado Plateau	USA		100.00	%
Gurvan Saihan Joint Venture	Mongolia		70.00	%
Mutanga	Zambia		100.00	%

As interests in unincorporated joint ventures, or jointly controlled assets
McClean Lake	Canada		22.50	%
Midwest	Canada		25.17	%

New Accounting Standards Adopted

The Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”) Handbook effective January 1, 2010:

Comparative Numbers

Certain classifications of the comparative figures have been changed to conform to those used in the current period.

- 20 -

TRADE AND OTHER RECEIVABLES

The trade and other receivables balance consists of:


	At September 30		At December 31
(in thousands)	2010		2009

Trade receivables — mineral concentrate sales	$	1,370	$	9,422
Trade receivables — other		4,251		2,114
Trade and other receivables in joint ventures		867		928
GST and VAT receivables		1,030		1,127
Sundry receivables		5,913		182
Notes receivable		—		—

	$	13,431	$	13,773

INVENTORIES

The inventories balance consists of:


	At September 30		At December 31
(in thousands)	2010		2009

Uranium concentrates and work-in-progress ⁽¹⁾	$	16,578	$	19,921
Vanadium concentrates and work-in-progress ⁽²⁾		8,836		442
Inventory of ore in stockpiles		17,802		28,366
Mine and mill supplies		4,922		5,017

	$	48,138	$	53,746

Inventories — by duration:
Current	$	46,008	$	52,216
Long-term — ore in stockpiles		2,130		1,530

	$	48,138	$	53,746


(1)		The uranium concentrates and work-in-progress inventory is presented after a net realizable value provision of $nil as at September 30, 2010 and $5,910,000 as at December 31, 2009.

(2)		The vanadium concentrates and work-in-progress inventory is presented after a net realizable value provision of $103,000 as at September 30, 2010 and $7,302,000 as at December 31, 2009.

Operating expenses include write-downs (recoveries) of ($13,157,000) and ($2,579,000) relating to the net realizable value of the Company’s uranium and vanadium inventories for the nine months ended September 2010 and September 2009, respectively.

Long-term ore in stockpile inventory represents an estimate of the amount of ore on the stockpile in excess of the next twelve months of planned mill production.

INVESTMENTS

The investments balance consists of:


	At September 30		At December 31
(in thousands)	2010		2009

Investments
Available for sale securities at fair value	$	2,310	$	10,605

	$	2,310	$	10,605

- 21 -

Investment Sales

During the nine months ended September 2010, the Company sold equity interests in three public companies for cash consideration of $6,999,000. The resulting gain of $2,661,000 has been included in “other income (expense)” in the statement of operations (see Note 19).

Investment Impairments

During the nine months ended September 2010, the Company has taken impairment charges of $181,000 on its investments. The resulting loss has been included in “other income (expense)” in the statement of operations (see Note 19).

RESTRICTED CASH AND INVESTMENTS

The Company has certain restricted cash and investments deposited to collateralize its reclamation obligations. The restricted cash and investments balance consists of:


	At September 30,		At December 31,
(in thousands)	2010		2009

Cash	$	57	$	23
Cash equivalents		7,780		3,066
Investments		15,300		18,567

	$	23,137	$	21,656


Restricted cash and investments — by item:
U.S. mill and mine reclamation	$	20,502	$	19,564
Elliot Lake reclamation trust fund		2,635		2,092

	$	23,137	$	21,656

U.S. Mill and Mine Reclamation

The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and U.S. mining properties. During the nine months ended September 2010, the Company has not deposited any additional monies into its collateral account.

Elliot Lake Reclamation Trust Fund

During the nine months ended September 2010, pursuant to its Reclamation Funding Agreement with the Governments of Canada and Ontario, the Company has deposited $1,313,000 (CDN$1,358,000) of additional monies into the Elliot Lake Reclamation Trust Fund and has withdrawn $819,000 (CDN$850,000).

- 22 -

PROPERTY, PLANT AND EQUIPMENT

The property, plant and equipment balance consists of:


	At September 30,			At December 31,
(in thousands)	2010			2009

Plant and equipment:
Cost	$	178,435		$	172,675
Construction-in-progress		19,811			11,861
Accumulated depreciation		(35,888	)		(27,916	)

	$	162,358		$	156,621


Mineral properties:
Cost	$	705,191		$	686,457
Impairment		(103,441	)		(103,441	)
Accumulated amortization		(62,573	)		(48,598	)

	$	539,177		$	534,418


Net book value	$	701,535		$	691,039

A continuity summary of property, plant and equipment is presented below:


	Nine Months
	Ended
	September 30,
(in thousands)	2010

Property, plant and equipment — net book value:
Beginning of period	$	691,039
Additions		24,886
Disposals		(1,922	)
Depreciation and amortization		(21,685	)
Recovery		394
Foreign exchange		8,823

End of period	$	701,535

Plant and Equipment — Mining

During the first nine months of 2010, the Company completed the disposal of certain of its mining equipment at its McClean Lake mining operation for proceeds of $1,530,000. The resulting realized loss on disposal of $392,000 has been included in “other income (expense)” in the statement of operations.

Mineral Properties

The Company has various interests in development and exploration projects located in Canada, the U.S., Mongolia and Zambia which are held directly or through option or joint venture agreements. Amounts spent on development projects are capitalized as mineral property assets. Most exploration projects are expensed.

Canada

In 2006, the Company entered into an option agreement to earn up to a 75% interest in the Park Creek project. The Company is required to incur exploration expenditures of CDN$2,800,000 over three years to earn an initial 49% interest and a further CDN$3,000,000 over six years to earn an additional 26% interest. As at September 30, 2010, the Company has incurred a total of CDN$4,206,000 towards the option and has earned a 49% ownership interest in the project under the phase-in-ownership provisions of the agreement.

- 23 -

A continuity summary of reclamation and remediation obligations is presented below:


	Nine Months
	Ended
	September 30,
(in thousands)	2010

Reclamation and remediation obligations:
Beginning of period	$	17,906
Accretion		978
Expenditures incurred		(797	)
Foreign exchange		195

End of period	$	18,282

12.

DEBT OBLIGATIONS

The debt obligations balance consists of:


	At September 30		At December 31
(in thousands)	2010		2009

Revolving line of credit	$	—	$	—
Notes payable and other financing		331		1,064

	$	331	$	1,064


Debt obligations, by duration:
Current		106		869
Non-current		225		195

	$	331	$	1,064

Revolving Line of Credit

The Company has in place a $60,000,000 revolving term credit facility (the “facility”) with the Bank of Nova Scotia. The maturity date of the facility is June 30, 2011.

As at September 30, 2010, the Company has no outstanding borrowings under the facility (December 31, 2009 — $Nil). At September 30, 2010, approximately $9,425,000 of the facility is being utilized as collateral for certain letters of credit and is not available to draw upon (December 31, 2009 — $9,228,000). During the nine months ending September 30, 2010, the Company has not incurred any interest under the facility.

The Company has deferred $1,214,000 (CDN$1,250,000) of incremental costs associated with the set-up and subsequent amendment of the facility. These costs are being amortized over the three year term of the facility. The unamortized portion of the asset is included in “prepaid expenses and other” on the consolidated balance sheet.

- 26 -

13.

OTHER LONG-TERM LIABILITIES

The other long-term liabilities balance consists of:


	At September 30		At December 31
(in thousands)	2010		2009

Unamortized fair value of sales contracts	$	319	$	313
Unamortized fair value of toll milling contracts		971		951
Other		100		100

	$	1,390	$	1,364


Other long-term liabilities — by duration:
Current		319		313
Non-current		1,071		1,051

	$	1,390	$	1,364

Unamortized fair values of sales contracts are amortized to revenue as deliveries under the applicable contracts are made.

14.

SHARE CAPITAL

Denison is authorized to issue an unlimited number of common shares without par value. A continuity summary of the issued and outstanding common shares and the associated dollar amounts is presented below:


	Number of
	Common		Dollar
(in thousands except share amounts)	Shares		Amount

Balance at December 31, 2009		339,720,415	$	849,488


Renunciation of flow-through share liability		—		(353	)

		—		(353	)

Balance at September 30, 2010		339,720,415	$	849,135

Flow-Through Share Issues

The Company finances a portion of its exploration programs through the use of flow-through share issuances. Income tax deductions relating to these expenditures are claimable by the investors and not by the Company.

As at September 30, 2010, the Company has fully met its CDN$1,471,500 June 2009 flow-through share obligation. The Company renounced the tax benefit of the issue to its subscriber in February 2010.

- 27 -

15.

SHARE PURCHASE WARRANTS

A continuity summary of the issued and outstanding share purchase warrants in terms of common shares of the Company and the associated dollar amounts is presented below:


	Number of		Fair Value
	Common Shares		Dollar
(in thousands except share amounts)	Issuable		Amount

Balance at December 31, 2009 and September 30, 2010		6,408,000	$	5,830


Share purchase warrants, by series:
March 2006 series ⁽¹⁾		6,408,000		5,830

		6,408,000	$	5,830


(1)		The March 2006 series has an effective exercise price of CDN$10.42 per issuable share (CDN$30.00 per warrant adjusted for the 2.88 exchange ratio associated with the Denison and IUC merger) and expires on March 1, 2011.

16.

CONTRIBUTED SURPLUS

A continuity summary of contributed surplus is presented below:


	Nine Months
	Ended
(in thousands)	September 30, 2010

Contributed surplus:
Beginning of period	$	39,922
Stock-based compensation expense (note 17)		1,237

End of period	$	41,159

17.

STOCK OPTIONS

The Company’s stock-based compensation plan (the “Plan”) provides for the granting of stock options up to 10% of the issued and outstanding common shares at the time of grant, subject to a maximum of 20 million common shares. As at September 30, 2010, an aggregate of 12,224,025 options have been granted (less cancellations) since the Plan’s inception in 1997.

Under the Plan, all stock options are granted at the discretion of the Company’s board of directors, including any vesting provisions if applicable. The term of any stock option granted may not exceed ten years and the exercise price may not be lower than the closing price of the Company’s shares on the last trading day immediately preceding the date of grant. In general, the term of stock options granted under the Plan is five years and vesting occurs over a thirty month period.

- 28 -

A continuity summary of the stock options of the Company granted under the Plan for the nine months ended September 30, 2010 is presented below:


				Weighted-
				Average
				Exercise
	Number of			Price per
	Common			Share
	Shares			(CDN $)

Stock options outstanding — beginning of period		8,084,990		$	2.97
Granted		407,000			1.43
Exercised		—			—
Cancellations		(1,820,151	)		3.47

Stock options outstanding — end of period		6,671,839		$	2.74

Stock options exercisable — end of period		3,609,071		$	3.24

A summary of the Company’s stock options outstanding at September 30, 2010 is presented below:

Weighted

Weighted-

Average

Remaining

Exercise

Range of Exercise

Contractual

Number of

Price per

Prices per Share

Life

Common

(CDN$)

(Years)

(CDN $)

Stock options outstanding

$1.37 to $4.99

3.72

5,523,975

2.02

$5.00 to $9.99

4.09

1,040,039

5.75

$10.00 to $15.30

0.16

107,825

10.50

Stock options outstanding — end of period

3.72

6,671,839

2.74

Options outstanding at September 30, 2010 expire between October 2010 and October 2016.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. The following table outlines the range of assumptions used in the model for the period:


	Nine Months
	Ended
	September 30, 2010

Risk-free interest rate		2.48 - 2.49	%
Expected stock price volatility		87.4 - 90.1	%
Expected life	3.7 - 3.8 years
Expected forfeitures		5.1	%
Expected dividend yield		—
Fair value per share under options granted	CDN$0.88 - CDN$0.90

Stock-based compensation would be allocated as follows in the statement of operations:


	Three Months Ended				Nine Months Ended
	September 30		September 30		September 30		September 30
(in thousands)	2010		2009		2010		2009

Operating expenses	$	109	$	182	$	427	$	451
Mineral property exploration		34		51		116		94
General and administrative		256		820		694		2,213

	$	399	$	1,053	$	1,237	$	2,758

- 29 -

The fair values of stock options with vesting provisions are amortized on a straight-line basis as stock-based compensation expense over the applicable vesting periods. At September 30, 2010, the Company had an additional $2,393,000 in stock-based compensation expense to be recognized periodically to November 2012.

18.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

A continuity summary of accumulated other comprehensive income (loss) (“AOCI”) is as follows:


	Three Months Ended					Nine Months Ended
	September 30			September 30		September 30			September 30
(in thousands)	2010			2009		2010			2009

AOCI — beginning of period	$	65,533		$	23,053	$	75,482		$	(4,709	)


Cumulative foreign currency translation gain (loss)
Beginning of period	$	64,797		$	13,433	$	71,898		$	(4,925	)
Change in foreign currency translation		18,977			47,551		11,876			65,909

End of period		83,774			60,984		83,774			60,984


Unrealized gains (losses) on investments
Beginning of period		736			10,150		3,584			216
Net unrealized gains (losses), net of tax ⁽¹⁾		(603	)		5,610		(3,451	)		15,544

End of period		133			15,760		133			15,760


AOCI — end of period	$	83,907		$	76,744	$	83,907		$	76,744


(1)		Unrealized gains (losses) on investments deemed available-for-sale are included in other comprehensive income (loss) until realized. When the investment is disposed of or incurs a decline in value that is other than temporary, the gain (loss) is realized and reclassified to the income statement within other income (expense). During the three and nine months ended September 2010, approximately $1,745,000 and $2,661,000 of gains from investment disposals were recognized and reclassified to the income statement, respectively. During the three months and nine months ended September 30, 2010, approximately $nil and $181,000 of other than temporary losses were recognized and reclassified to the income statement. During the three and nine months ended September 2009, approximately $36,000 and $172,000 of gains from investment disposals were recognized and reclassified to the income statement, respectively. During the nine months ended September 2009, no other than temporary losses were recognized.

19.

SUPPLEMENTAL FINANCIAL INFORMATION

The elements of operating expenses in the statement of operations are as follows:


	Three Months Ended						Nine Months Ended
	September 30			September 30			September 30			September 30
(in thousands)	2010			2009			2010			2009

Cost of goods sold — mineral concentrates	$	33,325		$	5,940		$	61,345		$	34,710
Mining and development		7,175			13,550			24,949			41,391
Less: absorption to stockpiles, mineral properties		(6,859	)		(12,749	)		(23,868	)		(38,886	)
Mineral property amortization and stockpile depletion		13,235			9,345			36,661			36,279
Milling and conversion		12,196			4,308			39,578			32,240
Less: absorption to concentrates		(25,290	)		(13,280	)		(74,197	)		(66,867	)
Reclamation — accretion, adjustments		369			391			1,109			1,143
Post-employment — accretion, adjustments		60			58			201			163
Selling expenses		316			325			935			870
Cost of services		3,697			3,865			10,518			8,139
Inventory — non-cash adjustments		(599	)		(686	)		(8,382	)		(4,019	)

Operating expenses	$	37,625		$	11,067		$	85,613		$	53,201

- 30 -

The elements of other income (expense) in the statement of operations are as follows:


	Three Months Ended						Nine Months Ended
	September 30			September 30			September 30			September 30
(in thousands)	2010			2009			2010			2009

Interest income	$	147		$	209		$	488		$	605
Interest expense		(1	)		(1	)		(10	)		(1,435	)
Gains (losses) on:
Foreign exchange		(6,695	)		(15,616	)		(3,005	)		(14,993	)
Land, plant and equipment		—			799			(180	)		535
Investment disposals		1,745			36			2,661			172
Investment other than temporary losses		—			—			(181	)		—
Restricted cash and investments — fair value change		162			116			502			(580	)
Contract settlement fee income ⁽¹⁾		—			—			11,000			—
Other		(219	)		(496	)		(126	)		(816	)

Other income (expense)	$	(4,861	)	$	(14,953	)	$	11,149		$	(16,512	)


(1)		During the three months ended June 30, 2010, the Company agreed to terminate one of its sales contracts in exchange for a termination fee of $11,000,000 payable in two installments — $6,000,000 in June 2010 and $5,000,000 in March 2011. The June 2010 installment has been received and the $5,000,000 March 2011 installment has been included in the Company’s trade and other receivable as a sundry receivable (see note 3).

20.

SEGMENTED INFORMATION

Business Segments

The Company operates in two primary segments — the mining segment and the services and other segment. The mining segment, which has been further subdivided by major geographic regions, includes activities related to exploration, evaluation and development, mining, milling and the sale of mineral concentrates. The services and other segment includes the results of the Company’s environmental services business, management fees and commission income earned from UPC and general corporate expenses not allocated to the other segments.

- 31 -

For the nine months ended September 30, 2010, business segment results were as follows:


	Canada			U.S.A			Africa			Asia			Services
(in thousands)	Mining			Mining			Mining			Mining			and Other			Total

Statement of Operations:
Revenues		29,979			45,749			—			—			13,360			89,088


Expenses
Operating expenses		33,238			41,858			—			—			10,517			85,613
Sales royalties and capital taxes		2,076			—			—			—			48			2,124
Mineral property exploration		4,810			304			24			841			—			5,979
General and administrative		—			3,058			807			714			4,835			9,414
Stock option expense		—			—			—			—			1,237			1,237

		40,124			45,220			831			1,555			16,637			104,367

Income (loss) from operations		(10,145	)		529			(831	)		(1,555	)		(3,277	)		(15,279	)


Revenues — supplemental:
Uranium concentrates		29,979			35,239			—			—			—			65,218
Vanadium concentrates		—			10,038			—			—			—			10,038
Environmental services		—			—			—			—			11,271			11,271
Management fees and commissions		—			—			—			—			2,089			2,089
Alternate feed processing and other		—			472			—			—			—			472

		29,979			45,749			—			—			13,360			89,088


Capital additions:
Property, plant and equipment		822			22,065			1,060			415			524			24,886


Long-lived assets:
Plant and equipment
Cost		98,504			94,842			964			523			3,413			198,246
Accumulated depreciation		(5,381	)		(27,797	)		(514	)		(359	)		(1,837	)		(35,888	)
Mineral properties		321,006			82,375			127,340			8,456			—			539,177
Intangibles		—			—			—			—			3,883			3,883
Goodwill		52,117			—			—			—			—			52,117

		466,246			149,420			127,790			8,620			5,459			757,535

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For the nine months ended September 30, 2009, business segment results were as follows:


	Canada			U.S.A			Africa			Asia			Services
(in thousands)	Mining			Mining			Mining			Mining			and Other			Total

Statement of Operations:
Revenues		16,541			21,450			—			—			10,127			48,118


Expenses
Operating expenses		18,132			26,952			—			—			8,117			53,201
Sales royalties and capital taxes		1,052			—			—			—			(5	)		1,047
Mineral property exploration		5,429			141			64			1,933			—			7,567
General and administrative		12			3,074			1,165			811			5,736			10,798
Stock option expense		—			—			—			—			2,758			2,758
Mineral property impairment		—			—			100,000			—			—			100,000

		24,625			30,167			101,229			2,744			16,606			175,371

Income (loss) from operations		(8,084	)		(8,717	)		(101,229	)		(2,744	)		(6,479	)		(127,253	)


Revenues — supplemental:
Uranium concentrates		16,541			18,548			—			—			—			35,089
Vanadium concentrates		—			2,864			—			—			—			2,864
Environmental services		—			—			—			—			8,241			8,241
Management fees and commissions		—			—			—			—			1,886			1,886
Alternate feed processing and other		—			38			—			—			—			38

		16,541			21,450			—			—			10,127			48,118


Capital additions:
Property, plant and equipment		3,928			28,339			2,433			1,276			189			36,165


Long-lived assets:
Plant and equipment
Cost		96,314			80,675			1,066			523			2,892			181,470
Accumulated depreciation		(4,888	)		(18,355	)		(481	)		(261	)		(1,533	)		(25,518	)
Mineral properties		319,545			74,174			125,805			7,907			—			527,431
Intangibles		—			375			—			—			4,562			4,937
Goodwill		71,944			—			—			—			—			71,944

		482,915			136,869			126,390			8,169			5,921			760,264

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For the three months ended September 30, 2010, business segment results were as follows:


	Canada			U.S.A		Africa			Asia			Services
(in thousands)	Mining			Mining		Mining			Mining			and Other			Total

Statement of Operations:
Revenues		11,961			23,397		—			—			4,525			39,883


Expenses
Operating expenses		12,442			21,485		—			—			3,698			37,625
Sales royalties and capital taxes		834			—		—			—			3			837
Mineral property exploration		1,728			301		13			486			—			2,528
General and administrative		—			1,344		255			251			1,540			3,390
Stock option expense		—			—		—			—			399			399

		15,004			23,130		268			737			5,640			44,779

Income (loss) from operations		(3,043	)		267		(268	)		(737	)		(1,115	)		(4,896	)


Revenues — supplemental:
Uranium concentrates		11,961			19,267		—			—			—			31,228
Vanadium concentrates		—			3,794		—			—			—			3,794
Environmental services		—			—		—			—			4,116			4,116
Management fees and commissions		—			—		—			—			409			409
Alternate feed processing and other		—			336		—			—			—			336

		11,961			23,397		—			—			4,525			39,883

For the three months ended September 30, 2009, business segment results were as follows:


	Canada			U.S.A		Africa			Asia			Services
(in thousands)	Mining			Mining		Mining			Mining			and Other			Total

Statement of Operations:
Revenues		5,655			2,695		—			—			4,398			12,748


Expenses
Operating expenses		5,894			1,330		—			—			3,843			11,067
Sales royalties and capital taxes		359			—		—			—			—			359
Mineral property exploration		1,997			132		56			803			—			2,988
General and administrative		5			955		423			268			1,294			2,945
Stock option expense		—			—		—			—			1,053			1,053
Mineral property impairment		—			—		100,000			—			—			100,000

		8,255			2,417		100,479			1,071			6,190			118,412

Income (loss) from operations		(2,600	)		278		(100,479	)		(1,071	)		(1,792	)		(105,664	)


Revenues — supplemental:
Uranium concentrates		5,655			1,838		—			—			—			7,493
Vanadium concentrates		—			846		—			—			—			846
Environmental services		—			—		—			—			4,054			4,054
Management fees and commissions		—			—		—			—			344			344
Alternate feed processing and other		—			11		—			—			—			11

		5,655			2,695		—			—			4,398			12,748

Revenue Concentration

The Company’s business is such that, at any given time, it sells its uranium and vanadium concentrates to and enters into process milling arrangements and other services with a relatively small number of customers. In the nine months ended September 2010, two customers from the mining segment accounted for approximately 36% of total revenues. For the comparative nine month period ended September 2009, two customers from the mining segment accounted for approximately 73% of total revenues.

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21.

RELATED PARTY TRANSACTIONS

Uranium Participation Corporation

The following transactions were incurred with UPC for the periods noted:


	Three Months Ended				Nine Months Ended
	September 30		September 30		September 30		September 30
(in thousands)	2010		2009		2010		2009

Revenue:
Management fees	$	409	$	344	$	1,127	$	1,144
Commission and transaction fees		—		—		962		742

	$	409	$	344	$	2,089	$	1,886

At September 30, 2010, accounts receivable includes $172,000 due from UPC with respect to the fees and transactions indicated above.

Korea Electric Power Corporation (“KEPCO”)

In June 2009, Denison completed definitive agreements with KEPCO. The agreements included a long-term offtake agreement which provides for the delivery to KEPCO of 20% of Denison’s annual U₃O₈ production (±10%) but not less than 350,000 pounds (±10%) per year from 2010 to 2015 inclusive. KEPCO also purchased 58,000,000 common shares of Denison representing approximately 17% of the issued and outstanding capital at the time of acquisition. Pursuant to a strategic relationship agreement, two representatives from KEPCO have been appointed to Denison’s board of directors as of the date hereof.

Other

During the nine months ended September 2010, the Company has incurred management and administrative service fees of $59,000 (nine months ended September 2009: $56,000) with a company owned by the Chairman of the Company which provides corporate development, office premises, secretarial and other services. At September 30, 2010, an amount of $5,000 was due to this company.

22.

CAPITAL MANAGEMENT AND FINANCIAL INSTRUMENTS

Capital Management

The Company’s capital includes cash and shareholders’ equity. The Company’s primary objective with respect to its capital management is to ensure that it has sufficient capital to maintain its ongoing operations, to provide returns for shareholders and benefits for other stakeholders and to pursue growth opportunities.

Fair Values of Financial Instruments

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and price risk.

(a) Credit Risk

Credit risk is the risk of loss due to a counterparty’s inability to meet its obligations under a financial instrument that will result in a financial loss to the Company. The carrying amount of financial assets represents the maximum credit exposure. The Company trades only with recognized, credit worthy third parties.

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The maximum exposure to credit risk at the reporting date is as follows:


	At September 30
(in thousands)	2010

Cash and cash equivalents	$	33,106
Trade and other receivables		13,431
Investments		2,310
Restricted cash and investments		23,137

	$	71,984

(b) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations associated with its financial liabilities and other contractual obligations. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there is sufficient committed capital to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.

The maturities of the Company’s financial liabilities are as follows:


	Within 1		1 to 5
(in thousands)	Year		Years

Accounts payable and accrued liabilities	$	14,312	$	—
Debt obligations (Note 12)		106		225

	$	14,418	$	225

(c) Currency Risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from assets and liabilities that are denominated in a currency that is not the functional currency for the relevant subsidiary company.

Currently, the Company does not have any foreign exchange hedge programs in place and manages its operational foreign exchange requirements through spot purchases in the foreign exchange markets.

The sensitivity of the Company’s operations and other comprehensive income due to changes in the exchange rate between the Canadian dollar and its Zambian kwacha functional currencies and its United States dollar reporting currency as at September 30, 2010 is summarized below:


				Change in
	Change in			Comprehensive
(in thousands)	Net Income ⁽¹⁾			Net Income ⁽¹⁾

Canadian dollar
10% increase in value	$	(16,396	)	$	39,555
10% decrease in value	$	16,396		$	(39,555	)
Zambian kwacha
10% increase in value	$	(3,093	)	$	(3,093	)
10% decrease in value	$	3,093		$	3,093


(1)		In the above table, positive (negative) values represent increases (decreases) in net income and comprehensive net income respectively.

(d) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its outstanding borrowings and short-term investments. The Company monitors its exposure to interest rates and has not entered into any derivative contracts to manage this risk.

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(e) Price Risk

The Company is exposed to equity price risk as a result of holding long-term investments in other exploration and mining companies. The Company does not actively trade these investments.

The sensitivity analysis below has been determined based on the exposure to equity price risk at September 30, 2010:


			Change in
	Change in		Comprehensive
(in thousands)	Net Income ⁽¹⁾		Net Income ⁽¹⁾

Equity price risk
10% increase in equity prices	$	—	$	231
10% decrease in equity prices	$	—	$	(231	)


(1)		In the above table, positive (negative) values represent increases (decreases) in net income and comprehensive net income respectively.

(f) Fair Value Estimation

The following table illustrates the classification of the Company’s financial assets within the fair value hierarchy as at September 30, 2010:


							Fair
(in thousands)	Level 1		Level 2		Level 3		Value

Financial assets at fair value:
Investments-available for sale securities ⁽¹⁾	$	2,310	$	—	$	—	$	2,310
Restricted investments ⁽²⁾		15,300		—		—		15,300


(1)		Classification designated as “available-for-sale”.

(2)		Classification designated as “held-to-trading”. See note 6 for amount of restricted investments within restricted cash and investments asset amount.

The fair value of financial instruments which trade in active markets (such as available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted marked price used to value financial assets held by the Company is the current bid price.

The fair values of cash and cash equivalents, trade and other receivables and accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments.

The fair values of the Company’s restricted cash and investments approximate carrying values.

The fair values of the Company’s debt obligations approximate their carrying values.

23.

COMMITMENTS AND CONTINGENCIES

General Legal Matters

The Company is involved, from time to time, in various other legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

Third Party Indemnities

The Company has agreed to indemnify Calfrac Well Services against certain specified future liabilities it may incur related to the assets or liabilities assumed by Calfrac on March 8, 2004.

- 37 -


	At September 30,			At December 31,
(in thousands)	2010			2009

Cost
UPC management services agreement	$	7,191		$	7,041
Urizon technology licenses		750			750

	$	7,941		$	7,791

Impairment
Urizon technology licenses		(359	)		(359	)

	$	(359	)	$	(359	)

Accumulated amortization
UPC management services agreement		(3,308	)		(2,605	)
Urizon technology licenses		(391	)		(391	)

	$	(3,699	)	$	(2,996	)


Net book value	$	3,883		$	4,436