exv99w3

Appointment of Proxyholder

I/We, being holder(s) of DENISON MINES CORP. hereby appoint: Ron F. Hochstein of Coquitlam, British Columbia and James R. Anderson of Oakville, Ontario

Print the name of the person you are appointing if this person is someone other than the Management
Nominees listed herein.

Exhibit 3


		Security Class

		Holder Account Number



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Form of Proxy - Annual General Meeting to be held on May 12, 2011

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

	1.		Every holder has the right to appoint some other person or company of their choice, who need not be a Holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

	2.		If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

	3.		This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

	4.		If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

	5.		The securities represented by this proxy will be voted as directed by the holder. However, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

	6.		The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

	7.		This proxy confers discretionary authority in respect of amendments or variations to matters indentified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

	8.		This proxy should be read in conjunction with the accompanying documentation provided by Management.



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Proxies submitted must be received by 4:30 pm, Eastern time, on May 10, 2011.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!


• Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free		• Go to the following web site: www.investorvote.com		• You can enroll to receive future securityholder communications electronically by visiting www.computershare.com/eDelivery and clicking on “eDelivery Signup”.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER


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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of DENISON MINES CORP. to be held at St. Andrew’s Club & Conference Centre, 150 King Street West, Toronto, ON on May 12, 2011 at 10:00 a.m. (Eastern Time) and at any adjournment or postponement thereof.


VOTING RECOMMENDATIONS ARE INDICATED BY	HIGHLIGHTED TEXT	OVER THE BOXES.

1. Election of Directors

For

Withhold

For

Withhold

For

Withhold

01. Joo-Ok Chang

02. John H. Craig

03. W. Robert Dengler

04. Brian D. Edgar

05. Ron F. Hochstein

06. Tae-Wan Kim

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07. Lukas H. Lundin

08. William A. Rand

09. Catherine J. G. Stefan




2. Appointment of Auditors	For	Withhold

Appointment of PricewaterhouseCoopers LLP as auditors and to authorize the Directors to fix the remuneration of the auditors.	o	o






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Authorized Signature(s) - This section must be completed for your instructions to be executed.	Signature(s)	Date

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.		DD / MM / YY


Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.		o		Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.		o

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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