6-K

FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

Date: August 9, 2011

Commission File Number: 001-33414

Denison Mines Corp.

(Translation of registrant’s name into English)

Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F o          Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o          No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Denison Mines Corp.
	/s/ Sheila Colman
Date: August 9, 2011	Sheila Colman
	Canadian Counsel and Assistant Corporate Secretary

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EXHIBIT INDEX

Exhibit Number		Description
	1.	Short Form Prospectus dated March 8, 2011
	2.	Press release dated July 7, 2011
	3.	Press release dated July 28, 2011
	4.	Press release dated August 2, 2011
	5.	Press release dated August 4, 2011
	6.	Management’s Discussion and Analysis for the Six Months Ended June 30, 2011
	7.	Financial Statements for the Six Months Ended June 30, 2011
	8.	Form 52-109F2, Certification of Interim Filings by Ron F. Hochstein and James R. Anderson

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EX-99.1

Exhibit 1

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Denison Mines Corp. at 595 Bay Street, Suite 402, Toronto, Ontario, M5G 2C2, telephone (416) 979-1991 (or by faxing a written request to (416) 979-5893), and are also available electronically at www.sedar.com.

Short Form Prospectus

New Issue March 8, 2011

DENISON MINES CORP.

$64,965,000
18,300,000 Common Shares
$3.55 Per Common Share

This short form prospectus qualifies the distribution of 18,300,000 common shares (the “Offered Shares”) of Denison Mines Corp. (“Denison”) at a price of $3.55 per Offered Share (the “Offering”). The price for the Offered Shares offered under this short form prospectus was determined by negotiation between Denison and GMP Securities L.P. (together with Cormark Securities Inc. and Scotia Capital Inc., the “Co-Lead Underwriters”), on its own behalf and on behalf of the other Underwriters (as defined below).

The outstanding common shares of Denison (“Common Shares”) are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “DML” and on the NYSE Amex LLC exchange (“AMEX”) under the symbol “DNN”. On March 7, 2011, the last trading day prior to the filing of this short form prospectus, the closing price of the Common Shares on the TSX was $3.55 and on AMEX was US$3.64. The TSX has conditionally approved the listing of the Offered Shares to be distributed under this short form prospectus. Such listing is subject to Denison fulfilling all of the requirements of the TSX on or before May 27, 2011. Denison has applied to AMEX for approval of the listing of the Offered Shares to be distributed under this short form prospectus. Such listing approval will be subject to Denison fulfilling all of the requirements of AMEX.

					Net Proceeds to
	Price to Public		Underwriters’ Fee(1)		Denison(2)
Per Common Share	$	3.55	$	0.1775	$	3.3725
Total	$	64,965,000	$	3,248,250	$	61,716,750

Notes:

(1)	Denison has agreed to pay the Underwriters an aggregate fee (the “Underwriters’ Fee”) equal to 5.0% of the gross proceeds of the Offering, provided that no fees will be payable in respect of any Offered Shares sold to certain persons as agreed between Denison and the Underwriters.
(2)	Before deducting expenses of the Offering, estimated to be $500,000, which will be paid from the general funds of Denison and assuming that the Underwriters’ Fee is paid on all Offered Shares.

The Co-Lead Underwriters, together with Dundee Securities Ltd. and Raymond James Ltd. (collectively, the “Underwriters”), as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by Denison and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution”, and subject to approval of certain legal matters on behalf of Denison by Blake, Cassels & Graydon LLP and on behalf of the Underwriters by Cassels Brock & Blackwell LLP.

Scotia Capital Inc. is an indirect wholly-owned subsidiary of The Bank of Nova Scotia, which is a lender to Denison. In addition, Cormark Securities Inc. (“Cormark”) has been retained by Denison to act as financial advisor in respect of a strategic review of its alternatives. Under this engagement, Cormark is entitled to a work fee and certain other transaction related fees. As part of this engagement, Cormark is acting as a financial advisor to Denison in respect of the proposed White Canyon Acquisition (as defined herein). Consequently, Denison may be considered to be a “connected issuer” of these Underwriters under applicable Canadian securities laws. See “Relationship Between Denison and Certain Underwriters”.

In the opinion of Blake, Cassels & Graydon LLP, counsel to Denison, and Cassels Brock & Blackwell LLP, counsel to the Underwriters, on the basis of the applicable legislation in effect on the date hereof, and subject to the qualifications and assumptions discussed under the heading “Eligibility For Investment”, the Offered Shares, on the Closing Date (as defined herein), will be qualified investments under the Income Tax Act (Canada) (the “Tax Act”) for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts. See “Eligibility for Investment”.

An investment in Common Shares is highly speculative and involves significant risks that should be carefully considered by prospective investors. The risks outlined in this short form prospectus and in the documents incorporated herein by reference should be carefully reviewed and considered by prospective investors. See “Risk Factors”.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription book at any time without notice. Closing of the Offering is expected to occur on or about March 15, 2011 (the “Closing Date”). Subject to applicable laws, the Underwriters may, in connection with the Offering, effect transactions which stabilize or maintain the market price for the Common Shares at levels other than those which otherwise might prevail in the open market. See “Plan of Distribution”.

The Underwriters propose to offer the Offered Shares initially at the offering price specified above. After a reasonable effort has been made to sell all of the Offered Shares at the price specified, the Underwriters may reduce the selling price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by Denison.

All dollar amounts referenced herein, unless otherwise indicated, are expressed in Canadian dollars and United States dollars are referred to as “United States dollars” or “US$”. On March 7, 2011, the noon exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = C$0.9738.

The head office and registered office of Denison is located at 595 Bay Street, Suite 402, Toronto, Ontario, M5G 2C2.

TABLE OF CONTENTS

ELIGIBILITY FOR INVESTMENT	1
FORWARD-LOOKING INFORMATION	1
CURRENCY AND EXCHANGE RATE INFORMATION	2
TECHNICAL INFORMATION	3
DOCUMENTS INCORPORATED BY REFERENCE	3
DENISON MINES CORP	4
RECENT DEVELOPMENTS	5
DESCRIPTION OF SECURITIES	6
CONSOLIDATED CAPITALIZATION	6
PRIOR SALES	7
PRICE RANGE AND TRADING VOLUME OF SECURITIES	7
USE OF PROCEEDS	7
PLAN OF DISTRIBUTION	8
RELATIONSHIP BETWEEN DENISON AND CERTAIN UNDERWRITERS	9
RISK FACTORS	10
AUDITORS, REGISTRAR AND TRANSFER AGENT OF DENISON	19
INTERESTS OF EXPERTS	19
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	19
AUDITORS’ CONSENT	20
CERTIFICATE OF DENISON	C-1
CERTIFICATE OF THE UNDERWRITERS	C-2

ELIGIBILITY FOR INVESTMENT

In the opinion of Blake, Cassels & Graydon LLP, counsel to Denison, and Cassels Brock & Blackwell LLP, counsel to the Underwriters, provided the Common Shares remain listed on a designated stock exchange (including the TSX), the Offered Shares issuable hereunder would, if issued on the date hereof, generally be qualified investments under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts (“TFSAs”).

The holder of a TFSA governed by a trust which holds any of the Offered Shares will be subject to a penalty tax if the holder does not deal at arm’s-length with Denison for the purposes of the Tax Act or if the holder has a “significant interest” (within the meaning of the Tax Act) in Denison or a corporation, partnership or trust with which Denison does not deal at arm’s-length for the purposes of the Tax Act. Generally a holder of a TFSA should not hold a significant interest in a corporation (including Denison) provided that neither the holder nor any one or more persons with whom the holder does not deal at arm’s length, alone or in any combination, directly or indirectly holds 10% or more of the issued shares of any class of shares in the capital stock of the corporation. For these purposes, specific rules may deem a holder to own shares of a corporation that are held by a partnership in which the holder is a member or by a trust of which the holder is a beneficiary. A holder of a TFSA will not generally hold a significant interest in a partnership or trust if neither the holder, nor any one or more persons with whom the holder does not deal at arm’s length, holds interests representing 10% or more of the fair market value of all the interests in the partnership or trust. Holders of TFSAs are advised to consult their own tax advisors in this regard.

FORWARD-LOOKING INFORMATION

Certain information contained in this short form prospectus and in certain documents incorporated by reference into this short form prospectus constitutes forward-looking information. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking information. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. 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, or incorporated by reference into, this short form prospectus should not be unduly relied upon. This information speaks only as of the date of this short form prospectus or as of the date specified in the documents incorporated by reference into this short form prospectus, as the case may be.

In particular, this short form prospectus and the documents incorporated by reference contain forward-looking information pertaining to the following:

• the estimates of Denison’s mineral reserves and mineral resources;

• estimates regarding Denison’s uranium and vanadium production levels and sales volumes;

• Denison’s capital expenditure program, estimated production costs, exploration and development expenditures and reclamation costs;

• the proposed acquisition of White Canyon Uranium Limited (“White Canyon”) by Denison;

• Denison’s planned use of the proceeds of the Offering and other cash on hand;

• expectations of market prices and costs;

• supply and demand for uranium and vanadium;

• possible impacts of litigation and regulatory actions on Denison;

• exploration, development and expansion plans and objectives;

• the possibility that KEPCO (as defined below) may subscribe for additional Common Shares;

• Denison’s expectations regarding additions to its mineral reserves and resources through acquisitions and development; and

• receipt of regulatory approvals and permits and licenses and treatment under governmental regulatory regimes.

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Denison’s actual results could differ materially from those anticipated in this forward-looking information as a result of the following and as a result of the risk factors set forth below and elsewhere in this short form prospectus and the documents incorporated by reference herein:

• volatility in market prices for uranium and vanadium;

• the possibility that all of the conditions to the acquisition of White Canyon will not be satisfied, or that the acquisition of White Canyon will otherwise not occur;

• potential changes in market or industry conditions that result in changes to Denison’s use of the proceeds of the Offering or capital program;

• 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;

• public resistance to the expansion of nuclear energy or uranium mining;

• uranium industry competition and international trade restrictions;

• geological, technical and processing problems;

• the ability of Denison to meet its obligations to its creditors;

• actions taken by regulatory authorities with respect to mining activities;

• the potential influence of, or its reliance on, Denison’s business partners; and

• the other factors discussed under “Risk Factors” in this short form prospectus.

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. See “Risk Factors — Risks Associated with Denison’s Business — Production Estimates” for a description of certain assumptions used by Denison in estimating its production for future periods.

The forward-looking information contained in this short form prospectus and the documents incorporated by reference herein are expressly qualified by these cautionary statements. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this short form prospectus to conform such information to actual results or to changes in Denison’s expectations except as otherwise required by applicable legislation.

CURRENCY AND EXCHANGE RATE INFORMATION

References to “$” in this short form prospectus are to Canadian dollars. References in this short form prospectus to “US$” are to U.S. dollars. Denison’s financial statements are reported in U.S. dollars. On March 7, 2011 the Bank of Canada noon rate of exchange between Canadian dollars and U.S. dollars was US$1.00 = $0.9738.

The high, low and average noon rates of exchange for one U.S. dollar in terms of Canadian dollars for the nine months ended September 30, 2010 and for each of the years ended December 31, 2009 and 2008, as well as the noon exchange rates on the final day of each period, as reported by the Bank of Canada, were as follows:

	Nine Months Ended		Year Ended		Year Ended
	September 30, 2010		December 31, 2009		December 31, 2008
End of period	$	1.0298	$	1.0466	$	1.2246
High	$	1.0778	$	1.3000	$	1.2969
Low	$	0.9961	$	1.0292	$	0.9719
Average(1)	$	1.0356	$	1.1420	$	1.0660

Note:

(1) Calculated as an average of the daily noon rates for each period.

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This short form prospectus also includes references to “AU$”, which refers to Australian dollars.

TECHNICAL INFORMATION

The disclosure in this short form prospectus (including in the documents incorporated by reference) of a scientific or technical nature for Denison’s material properties is based on technical reports prepared for those properties in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators and other information that has been prepared by or under the supervision of “qualified persons” under NI 43-101 and included in this short form prospectus with the consent of such persons. Other information has been prepared and included in this short form prospectus following review and verification by William C. Kerr, also a “qualified person” under NI 43-101. Mr. Kerr is the Vice President, Exploration of Denison and a Member of the Association of Professional Geoscientists of Ontario and the Association of Professional Engineers and Geoscientists of Saskatchewan. In addition to the NI 43-101 technical report for a mineral resource estimate on its Phoenix deposit, Wheeler River, Eastern Athabasca Basin, Northern Saskatchewan, prepared by SRK Consulting (Canada) Inc. (“SRK”) as of November 17, 2010 (the “Wheeler River Technical Report”) described herein, Denison’s other technical reports are individually identified and described in the AIF (as defined below). The technical reports have been filed on SEDAR and can be reviewed at www.sedar.com.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Denison, at its offices located at 595 Bay Street, Suite 402, Toronto, Ontario, M5G 2C2 (Telephone: (416) 979-1991 or by faxing a written request to (416) 979-5893) or by accessing the disclosure documents available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) web site at www.sedar.com.

The following documents of Denison, which have been filed with the securities commissions or similar authorities in the provinces of Canada in which Denison is a reporting issuer, are specifically incorporated by reference into and form an integral part of this short form prospectus:

(a) the annual information form of Denison dated March 19, 2010 for the year ended December 31, 2009 (the “AIF”);

(b) the audited consolidated balance sheets of Denison as at December 31, 2009 and 2008 and the consolidated statements of operations, the consolidated statements of shareholders’ equity and comprehensive loss and the consolidated statements of cash flows for the years then ended, together with the report of the auditors thereon and the notes thereto;

(c) management’s discussion and analysis of the financial condition and results of operations of Denison for the year ended December 31, 2009;

(d) the unaudited interim consolidated balance sheet of Denison as at September 30, 2010 and the consolidated statements of operations, the consolidated statements of shareholders’ equity and comprehensive income (loss) and the consolidated statements of cash flows for the three and nine month periods ended September 30, 2010 and 2009 together with the notes thereto;

(e) management’s discussion and analysis of the financial condition and results of operations of Denison for the three and nine month periods ended September 30, 2010;

(f) the information circular of Denison dated March 22, 2010, relating to the annual meeting of Denison’s shareholders held on May 6, 2010;

(g) the material change report of Denison dated November 26, 2010 relating to Denison’s private placement offering of special warrants to raise proceeds of $65,450,000;

(h) the information under the heading “Recent Developments — Initial Resource Estimate Regarding the Phoenix Deposit at Denison’s Wheeler Property” in the short form prospectus of Denison dated December 16, 2010 (the “December Prospectus”); and

(i) the material change report of Denison dated February 28, 2011 relating to the announcement of the Offering.

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Any documents of the type required by National Instrument 44-101 — Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus including any material change reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and the auditors’ report thereon, management’s discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by Denison with the securities commissions or similar authorities in the provinces of Canada subsequent to the date of this short form prospectus and prior to the termination of this distribution are deemed to be incorporated by reference in this short form prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this short form prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed to be an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form prospectus.

DENISON MINES CORP.

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

Denison conducts its business through a number of subsidiaries. A diagram depicting the organizational structure of Denison and its subsidiaries, including the name, country of incorporation and proportion of ownership interest as of December 31, 2009 is included as Exhibit 1 to the AIF.

Denison is a diversified, intermediate uranium producer with uranium production in the United States and development projects in the United States, 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. Denison 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 Denison’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 its mills in the Athabasca Basin in Saskatchewan and in the Colorado Plateau, Henry Mountains and Arizona Strip regions of the south western United States. Denison is the manager of Uranium Participation Corporation, 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 division.

For a detailed description of the business of Denison, please refer to “General Development of the Business” and “Denison’s Business” in the AIF.

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RECENT DEVELOPMENTS

Since September 30, 2010, the following notable events have taken place within Denison’s business.

Initial Resource Estimate Regarding the Phoenix Deposit at Denison’s Wheeler Property

On November 25, 2010, Denison filed the Wheeler River Technical Report. A summary of the Wheeler River Technical Report on the Wheeler River property is contained under the heading “Recent Developments — Initial Resource Estimate Regarding the Phoenix Deposit at Denison’s Wheeler Property” contained in the December Prospectus, which disclosure is incorporated by reference herein.

Offering of Special Warrants and Issuance of Common Shares

On December 9, 2010, Denison completed an offering (the “Special Warrant Offering”) of 25,000,000 special warrants at a price of $2.45 per special warrant and 1,400,000 special warrants issued on a “flow-through” basis under the Tax Act at a price of $3.00 per flow-through special warrant (collectively, the “Special Warrants”) for gross aggregate proceeds of $65,450,000. Each Special Warrant entitled the holder thereof to receive, upon exercise or deemed exercise of the Special Warrant and without payment of any additional consideration, and subject to adjustment in certain circumstances, one Common Share (a “Special Warrant Share”) at any time prior to the earlier of: (i) 5:00 p.m. (Toronto time) on April 10, 2011, being the date that is four months and one day following the closing date of the Special Warrant Offering; and (ii) the third business day after the date on which a receipt for a (final) prospectus was received by Denison qualifying the distribution of the Special Warrant Shares.

On December 16, 2010, Denison received a receipt for the prospectus pursuant to which the Special Warrant Shares were qualified for distribution. As a result, all Special Warrants were deemed to be exercised on December 23, 2010 resulting in the issue of 26,400,000 Special Warrant Shares to the holders of the Special Warrants.

In accordance with an existing agreement between Denison and its largest shareholder, Korea Electric Power Corporation (“KEPCO”), KEPCO was entitled to subscribe for additional Common Shares in an amount that would allow it to maintain its existing shareholding level in Denison after the Special Warrant Offering. KEPCO elected not to subscribe for additional Common Shares under this right.

The net proceeds received by Denison, after deducting the expenses of the Special Warrant Offering and the qualification of the Special Warrant Shares and the underwriters’ fee, was approximately $61,677,500. Denison plans to use the net proceeds of the Special Warrant Offering for the exploration and development of its uranium properties, including the McClean Lake, Midwest, Gurvan Saihan Joint Venture, Mutanga and Pinenut projects, and for general working capital purposes. Denison agreed to use the proceeds from the Special Warrants issued on a “flow-through” basis under the Tax Act to incur eligible Canadian exploration expenses that qualify as Canadian exploration expenses and “flow-through mining expenditures” for purposes of the Tax Act and which will be renounced in favour of the holders with an effective date of no later than December 31, 2010. Receipt of the net proceeds of the Offering will not have any material effect on the use of the net proceeds of the Special Warrant Offering as disclosed in the December Prospectus.

2010 Production and Sales

On January 31, 2011, Denison announced that its uranium production in 2010 was 1.4 million pounds U₃O₈ from its U.S. operations and its 22.5% share of production from the McClean Lake operation in the Athabasca basin in Canada. Vanadium production totalled 2.3 million pounds V₂O₅ from its White Mesa mill in Utah.

Uranium sales in 2010 totalled 1.8 million pounds U₃O₈ at an average realized price of US$47.67 per pound U₃O₈. Vanadium sales in 2010 were 2.4 million pounds V₂O₅ equivalent, at an average realized price of US$6.33 per pound V₂O₅.

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Proposed Acquisition of White Canyon Uranium Limited

On February 22, 2011, Denison announced that it had entered into a Bid Implementation Agreement with White Canyon under which Denison agreed to make a takeover offer to acquire 100% of the issued and outstanding shares of White Canyon at a price of AU$0.24 per share for a total consideration of approximately AU$57.0 million ($56.6 million) (the “White Canyon Acquisition”).

Denison’s offer for White Canyon is subject to a number of conditions, including the requirement that Denison acquires a relevant interest in at least 90% of White Canyon’s share capital on issue during, or at the end of, the offer period, receipt of all necessary regulatory approvals and there being no material adverse change or prescribed occurrence in respect of White Canyon. Denison is entitled to vary the terms of its offer, subject to applicable law. Denison expects that the White Canyon Acquisition will be completed in the second quarter of 2011.

White Canyon is a Perth, Western Australia headquartered company, with listings on both the Australian Securities Exchange and the TSX Venture Exchange. White Canyon’s U.S. operations are based in Moab, Utah and its holdings comprise 100% interests in the Thompson, Daneros, Lark Royal, Geitus, Blue Jay and Marcy Look Projects, covering approximately 15,500 acres in the Red Canyon district, Southern, Utah. White Canyon commenced uranium production in December 2009 from its 100% owned Daneros Uranium Mine, which uranium is currently processed at Denison’s nearby White Mesa mill pursuant to a toll milling arrangement.

Denison’s management believes that the White Canyon Acquisition will fit well into its growth strategy in the United States as the acquisition is expected to provide Denison additional control over its milling schedules and uranium production and will establish Denison in a new, fourth mining district, near its White Mesa mill, which has significant potential for immediate resource growth.

DESCRIPTION OF SECURITIES

Denison is authorized to issue an unlimited number of Common Shares. The holders of Common Shares are entitled to receive notice of, and to one vote per share at, every meeting of shareholders of Denison, to receive such dividends as the Board of Directors of Denison declares and to share equally in the assets of Denison remaining upon the liquidation, dissolution or winding up of Denison after the creditors of Denison have been satisfied.

CONSOLIDATED CAPITALIZATION

As of March 7, 2011, and prior to the issue of the Offered Shares, a total of 366,360,915 Common Shares are issued and outstanding. After the issuance of the Common Shares, Denison will have 384,660,915 Common Shares issued and outstanding.

Other than with respect to the issuance of the 26,400,000 Common Shares underlying the Special Warrants on December 23, 2010 (which added $61,677,500 to common share capital) and the proposed issuance of the Offered Shares (which will add $61,716,750 to common share capital), since September 30, 2010 there have been no material changes to Denison’s share and loan capital on a consolidated basis.

In addition, pursuant to an existing strategic relationship agreement among Denison, KEPCO, and a subsidiary of KEPCO, in the case of an equity financing by Denison that raises $10 million or more (which would include the Offering), KEPCO is entitled (but is not required) to subscribe for additional Common Shares following completion of such a financing in an amount that would allow it to maintain its existing shareholding level in Denison. KEPCO currently holds approximately 15.83% of the outstanding Common Shares. KEPCO will be entitled under this right to subscribe for approximately 3,442,000 Common Shares at a subscription price of $3.55 per share. If KEPCO determines to proceed with the additional subscription (the “KEPCO Placement”), it must inform Denison prior to the date that is five business days following the closing of the Offering. The KEPCO Placement would be completed within 45 days of the date that initial notice of the Offering was provided to KEPCO, with such notice being provided on February 23, 2011. To date, KEPCO has not notified Denison as to whether it will subscribe for additional Common Shares under this right.

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PRIOR SALES

During the 12-month period leading up to the filing of this short form prospectus, the only other issuances of Common Shares or securities convertible or exchangeable into Common Shares by Denison were (a) the issuance of 26,400,000 Special Warrants on December 9, 2010 and the issuance of 26,400,000 Special Warrant Shares on the deemed exercise of the Special Warrants on December 23, 2010 as described under “Recent Developments — Offering of Special Warrants and Issuance of Common Shares”, and (b) the issuances of the following Common Shares upon the exercise of stock options by the holders thereof:

	Number of Common
Date of Transaction	Shares Issued		Exercise Price
November 2010		22,500	$	2.04
December 2010		1,000	$	1.41
December 2010		56,750	$	2.04
January 2011		5,000	$	2.01
January 2011		111,750	$	2.04
February 2011		43,500	$	2.04

PRICE RANGE AND TRADING VOLUME OF SECURITIES

The Common Shares are listed and posted for trading on the TSX under the symbol “DML”. The following table sets forth certain trading information in respect of the Common Shares from March 2010 to March 7, 2011 as reported by the TSX (according to Bloomberg):

Month	Price Range (C$)	Trading Volume
2010
March	$1.37 - $1.69		13,816,815
April	$1.46 - $1.78		25,390,565
May	$1.28 - $1.65		15,041,244
June	$1.25 - $1.44		7,579,687
July	$1.15 - $1.67		26,722,633
August	$1.40 - $1.60		10,135,853
September	$1.45 - $1.83		19,944,065
October	$1.68 - $2.28		47,259,881
November	$2.16 - $3.38		102,704,555
December	$3.13 - $3.65		80,520,341
2011
January	$2.80 - $3.76		54,396,080
February	$3.52 - $4.44		60,590,219
March (1-7)	$3.50 - $3.84		10,695,840

On March 7, 2011, the last trading day prior to the filing of this short form prospectus, the closing price of the Common Shares on the TSX was $3.55.

USE OF PROCEEDS

The net proceeds received by Denison, after deducting the estimated expenses of the Offering of approximately $500,000 and the Underwriters’ Fee of $3,248,250 (assuming that the Underwriters’ Fee is paid on all Offered Shares), will be approximately $61,216,750.

The net proceeds of the Offering, when taken together with (a) the net proceeds of the Special Warrant Offering in the amount of approximately $61,250,000 and (b) other cash on hand in the amount of approximately $25,682,000, will result in Denison having a cash position of approximately $148,148,750 following the closing of the Offering.

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Specific plans for a portion of the funds include:

• using approximately US$28.9 million to fund Denison’s 2011 exploration and development programs, which are comprised of (i) exploration and development on Denison’s Wheeler River, McClean Lake, Moore Lake, Hatchet Lake, Bell Lake, Midwest, Beaver, and Pinenut uranium properties in North America (approximately US$15.3 million), the Mutanga project in Zambia (approximately US$6.2), and the Gurvan Saihan Joint Venture in Mongolia (approximately US$7.4 million); and

• using approximately $60.1 million to finance (i) the $56.6 million purchase price of the ordinary shares of White Canyon, (ii) the expenses related to the White Canyon Acquisition and (iii) expenditures for increasing White Canyon production, if the White Canyon Acquisition is completed.

Cash available in excess of the uses above is expected be used to achieve Denison’s long term goal of achieving production of 10.0 million pounds of U₃O₈ per year by 2020, including future exploration and development on its current uranium properties, to pursue other business development opportunities that may arise but which have not yet been identified at this time, and for general working capital purposes. Denison’s expected capital expenditures beyond 2011 have not yet been specifically determined, and will depend on market conditions and the results of the success of its exploration and development activities in 2011.

The Offering is likely to be completed before the completion of the White Canyon Acquisition, and is not conditional on the White Canyon Acquisition proceeding. If the White Canyon Acquisition is not completed for any reason, Denison will use any funds it holds in excess of the amount of its current capital program to fund the future exploration and development of its uranium properties, and may seek other business opportunities that have not been identified or considered at this time.

Due to the nature of the mining industry, budgets are regularly reviewed in light of the success of expenditures and other opportunities which may become available to Denison. Potential investors are cautioned that notwithstanding Denison’s current intentions regarding the use of the net proceeds of the Offering, there may be circumstances where a reallocation of funds may be necessary or where a change in Denison’s capital expenditure program may be appropriate. While Denison anticipates that it will spend the funds available to it as set forth above, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary, depending on future operations on Denison’s properties or unforeseen events.

PLAN OF DISTRIBUTION

Subject to the terms and conditions of an underwriting agreement (the “Underwriting Agreement”) dated as of March 1, 2011 among Denison and the Underwriters, Denison has agreed to sell to the Underwriters, and the Underwriters have severally agreed to purchase from Denison, as principals, on the Closing Date, a total of 18,300,000 Offered Shares at a price of $3.55 per share for total consideration of $64,965,000 payable to Denison against delivery of the Offered Shares. In connection with the Offering, Denison will pay the Underwriters a fee of $0.1775 per Offered Share, provided that no fees will be payable in respect of any Offered Shares sold to certain persons as agreed between Denison and the Underwriters. The price of the Offered Shares offered hereunder was determined by negotiation between Denison and GMP Securities L.P., on its own behalf and on behalf of the other Underwriters.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription book at any time without notice. Under the terms of the Underwriting Agreement, the obligations of the Underwriters are several and not joint and may be terminated at their discretion upon the occurrence of certain stated events. If an Underwriter fails to purchase the Offered Shares which it has agreed to purchase, the other Underwriters may, but are not obligated to, purchase such Offered Shares. The Underwriters are, however, obligated to take up and pay for all the Offered Shares offered by this short form prospectus if any are purchased under the Underwriting Agreement, subject to certain exceptions. Denison has agreed to indemnify the Underwriters and their affiliates and their respective directors, officers, employees and agents against certain liabilities.

The TSX has conditionally approved the listing of the Offered Shares to be distributed under this short form prospectus. Such listing is subject to Denison fulfilling all of the requirements of the TSX on or before May 27, 2011. Denison has applied to AMEX for approval of the listing of the Offered Shares, to be distributed under this short form prospectus. Such listing approval will be subject to Denison fulfilling all of the requirements of AMEX.

Denison has been advised by the Underwriters that, in connection with the Offering, the Underwriters may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

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Without affecting the firm obligation of the Underwriters to purchase 18,300,000 Offered Shares from Denison at a price of $3.55 per Offered Share in accordance with the Underwriting Agreement, after the Underwriters have made reasonable efforts to sell all of the Offered Shares offered hereby at the price specified herein, the offering price to the public may be decreased and further changed from time to time to an amount not greater than the offering price specified herein. In the event the offering price of the Offered Shares is reduced, the compensation received by the Underwriters will be decreased by the amount by which the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to Denison for the Offered Shares. Any such reduction will not affect the proceeds received by Denison. The Underwriters will inform Denison if the offering price to the public is decreased.

Denison has agreed not to issue any additional Common Shares or financial instruments convertible or exchangeable into Common Shares or agree to become bound to do so, or disclose to the public any intention to do so for a period ending 90 days following the Closing Date without the prior consent of the Co-Lead Underwriters, such consent not to be unreasonably withheld. This restriction will not apply to (a) the grant or exercise of stock options and other similar issuances pursuant to Denison’s stock option plan and other share compensation arrangements; (b) the exercise of outstanding warrants or convertible debt; (c) Common Shares which may be issuable to KEPCO pursuant to its share purchase right described under the heading “Consolidated Capitalization”, and (d) Common Shares issued pursuant to transactions or proposed transactions that had been disclosed to the public on or prior to February 22, 2011.

The Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, and, accordingly, may not be offered or sold within the United States (as such term is defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriting Agreement enables the Underwriters to offer the Offered Shares for sale directly by Denison to certain institutional “accredited investors” that meet the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act in the United States on a substituted purchaser basis pursuant to Rule 506 of Regulation D under the U.S. Securities Act. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Offered Shares outside the United States only in accordance with Regulation S under the U.S. Securities Act.

In addition, until 40 days after the commencement of the Offering, any offer or sale of Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act.

RELATIONSHIP BETWEEN DENISON AND CERTAIN UNDERWRITERS

Scotia Capital Inc. is an indirect wholly-owned subsidiary of The Bank of Nova Scotia, which is a lender to Denison in respect of its credit facility (the “Credit Facility”). As a result, Denison may be considered to be a “connected issuer” of this Underwriter under applicable Canadian securities laws. As of March 7, 2011, Denison had no outstanding indebtedness under the Credit Facility. Denison is in compliance with all material terms of the agreements governing the Credit Facility. As of such date, Denison is using approximately $[21.9] million under the Credit Facility as collateral for certain letters of credit.

In addition, Cormark has been retained by Denison to act as financial advisor in respect of a strategic review of its alternatives. Under this engagement, Cormark is entitled to a work fee and certain other transaction related fees. As part of this engagement, Cormark is acting as a financial advisor to Denison in respect of the proposed White Canyon Acquisition. Consequently, Denison may be considered to be a “connected issuer” of Cormark under applicable Canadian securities laws. The net proceeds of the Offering will not be applied for the benefit of Cormark Securities Inc.

The decision to distribute the Offered Shares and the determination of the terms of the distribution were made through negotiations between Denison and the Co-Lead Underwriters. The Bank of Nova Scotia did not have any involvement in such decision or determination but has been advised of the Offering and its terms. As a consequence of the Offering, each of Scotia Capital Inc. and Cormark Securities Inc. will receive its respective share of the Underwriters’ Fee.

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RISK FACTORS

An investment in the Offered Shares is highly speculative and subject to a number of risks. Prospective investors in the Common Shares should carefully consider the information described in this short form prospectus as well as information under the heading “Risk Factors” in the AIF, which is incorporated herein by reference. These risk factors, together with all other information included or incorporated by reference in this short form prospectus, including information contained in the section “Forward Looking Information”, should be carefully reviewed and considered by investors. In addition, an investor should carefully consider the following risk factors.

Risks Associated with the Offering

Market Price of Shares

There can be no assurance that an active market for the Common Shares will be sustained. Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of Denison’s securities is also likely to be significantly affected by short-term changes in commodity prices, other mineral prices, currency exchange fluctuation, or in its financial condition or results of operations as reflected in its periodic earnings reports. Other factors unrelated to the performance of Denison that may have an effect on the price of the securities of Denison include the following: the extent of analytical coverage available to investors concerning the business of Denison may be limited if investment banks with research capabilities do not follow Denison’s securities; lessening in trading volume and general market interest in Denison’s securities may affect an investor’s ability to trade significant numbers of securities of Denison; the size of Denison’s public float may limit the ability of some institutions to invest in Denison’s securities; and a substantial decline in the price of the securities of Denison that persists for a significant period of time could cause Denison’s securities to be delisted from an exchange, further reducing market liquidity. If an active market for the securities of Denison does not continue, the liquidity of an investor’s investment may be limited and the price of the securities of Denison may decline below the Offering price. If an active market does not develop, investors may lose their entire investment in the Offered Shares. As a result of any of these factors, the market price of the securities of Denison at any given point in time may not accurately reflect the long-term value of Denison. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. Denison may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Dilution from Further Equity Financings

If Denison raises additional funding by issuing additional equity securities, future offerings of Common Shares, or securities convertible into Common Shares may be made at offering prices substantially lower than the price at which the Offered Shares are being offered hereunder. Such financing may substantially dilute the interests of shareholders of Denison and reduce the value of their investment.

Discretion Regarding Use of Proceeds

If the White Canyon Acquisition is completed at the current price per share, Denison plans to use approximately $56.6 million toward the purchase price of the shares of White Canyon. However, there is no guarantee that the White Canyon Acquisition will be completed. Denison’s obligation to make the offer to White Canyon’s securityholders and to take up and pay for shares is subject to certain conditions in Denison’s favour, including there being no material adverse change to White Canyon’s business. In addition, certain events outside Denison’s control may prevent the White Canyon Acquisition from being completed, including the failure of the required percentage of White Canyon shareholders to tender to the bid, the failure to receive an independent expert report as to the fairness and reasonableness of the bid, and a failure of Denison and White Canyon to obtain all necessary regulatory approvals to the transaction.

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If the White Canyon Acquisition is not completed for any reason, Denison’s management intends to use the net proceeds for the purposes stated under the heading “Use of Proceeds”, including funding Denison’s 2011 capital program. However, Denison’s management will have considerable discretion with respect to the use of the funds, and may use it for other purposes if circumstances change or if Denison identifies other opportunities or uses for the funds, including other acquisitions or potential changes in its capital programs that may arise.

Risks Associated with Denison’s Business

Current Global Financial Conditions

Current global financial conditions have been subject to increased volatility and numerous financial institutions have either gone into bankruptcy or have had to be rescued by governmental authorities. Access to financing has been negatively impacted by both sub-prime mortgages and the liquidity crisis affecting the asset-backed commercial paper market and the effect of these events on Canadian and global credit markets. These factors may impact the ability of Denison to obtain equity or debt financing in the future and, if obtained, on terms favourable to Denison. If these increased levels of volatility and market turmoil continue, Denison’s operations could be adversely impacted and the trading price of the Common Shares could continue to be adversely affected.

Volatility and Sensitivity to Market Prices

Because the majority of Denison’s revenues are derived from the sale of uranium and vanadium, Denison’s net earnings and operating cash flow are closely related and sensitive to fluctuations in the long and short term market price of U₃O₈ and V₂O₅. Among other factors, these prices also affect the value of Denison’s reserves and the market price of the Common Shares. Historically, these prices have fluctuated and have been and will continue to be affected by numerous factors beyond Denison’s control.

With respect to uranium, such factors include, among others: demand for nuclear power, political and economic conditions in uranium producing and consuming countries, reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails, sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants, uranium supply, including the supply from other secondary sources and production levels and costs of production. With respect to vanadium, such factors include, among others: demand for steel, political and economic conditions in vanadium producing and consuming countries, world production levels and costs of production.

Although Denison employs various pricing mechanisms within its sales contracts to manage its exposure to price fluctuations, there can be no assurance that such a program will be successful.

Ability to Maintain Obligations Under Credit Facility and Other Debt

Denison is required to satisfy certain financial covenants in order to maintain its good standing under the Credit Facility. Denison may from time to time enter into other arrangements to borrow money in order to fund its operations and expansion plans, and such arrangements may include covenants that have similar obligations or that restrict its business in some way. Events may occur in the future, including events out of Denison’s control, that would cause Denison to fail to satisfy its obligations under the Credit Facility or other debt instruments. In such circumstances, the amounts drawn under Denison’s debt agreements may become due and payable before the agreed maturity date, and Denison may not have the financial resources to repay such amounts when due. The Credit Facility is secured by DMI’s main properties by a pledge of the shares of DMI, and by the property of Denison’s material U.S. subsidiaries. If Denison were to default on its obligations under the Credit Facility or other secured debt instruments in the future, the lender(s) under such debt instruments could enforce their security and seize significant portions of Denison’s assets.

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Conversion to International Financial Reporting Standards (“IFRS”) from Canadian Generally Accepted Accounting Principles (“GAAP”)

Denison is in the process of converting its basis of accounting from Canadian GAAP to IFRS. The first financial reporting period to be prepared on the revised basis of accounting will be the first quarter 2011. As part of the conversion process, Denison is currently calculating the IFRS opening balance sheet adjustments as at January 1, 2010, the date of transition to IFRS. The most significant adjustments are expected to result from differences in the accounting requirements for the recognition and measurement of long-lived asset impairments, primarily in relation to mineral properties, the related deferred tax adjustments and goodwill. The overall effect of the adjustments is expected to give rise to a material decrease in long-lived asset carrying values in the January 1, 2010 IFRS balance sheet compared to the previously disclosed Canadian GAAP balance sheet as at that date.

Public Acceptance of Nuclear Energy and Competition from Other Energy Sources

Growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks that could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrates. Technical advancements in renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates.

Uranium Industry Competition and International Trade Restrictions

The international uranium industry, including the supply of uranium concentrates, is competitive. Denison markets uranium in direct competition with supplies available from a relatively small number of uranium mining companies from excess inventories, including inventories made available from decommissioning of nuclear weapons, from reprocessed uranium and plutonium, from used reactor fuel, and from the use of excess Russian enrichment capacity to re-enrich depleted uranium tails held by European enrichers in the form of UF₆. The supply of uranium from Russia and from certain republics of the former Soviet Union is, to some extent, impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond the control of Denison and may affect the supply of uranium available in the United States and Europe, which are the largest markets for uranium in the world.

Competition for Properties

Significant competition exists for the limited supply of mineral lands available for acquisition. Many participants in the mining business include large, established companies with long operating histories. Denison may be at a disadvantage in acquiring new properties as many mining companies have greater financial resources and more technical staff. Accordingly, there can be no assurance that Denison will be able to compete successfully to acquire new properties or that any such acquired assets would yield reserves or result in commercial mining operations.

Replacement of Mineral Reserves and Resources

Denison’s mineral reserves and resources at its McClean Lake, Midwest, Wheeler River, Arizona Strip, Colorado Plateau, Henry Mountains, Gurvan Saihan Joint Venture, Mutanga and Dibwe projects, as described in the AIF, are Denison’s sources of uranium concentrates. Unless other reserves and resources are discovered or extensions to existing ore bodies are found, Denison’s sources of production for uranium concentrates will decrease over time as its current reserves and resources are depleted. There can be no assurance that Denison’s future exploration, development and acquisition efforts will be successful in replenishing its reserves and resources. In addition, while Denison believes that many of its properties will eventually be put into production, there can be no assurance that they will be, or that they will be able to replace production.

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Imprecision of Mineral Reserve and Resource Estimates

Mineral reserve and resource figures are estimates, and no assurances can be given that the estimated levels of uranium and vanadium will be produced or that Denison will receive the prices assumed in determining its reserves and resources. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While Denison believes that the reserve and resource estimates included are well established and reflect management’s best estimates, by their nature, reserve and resource estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Furthermore, market price fluctuations, as well as increased capital or production costs or reduced recovery rates, may render ore reserves and resources containing lower grades of mineralization uneconomic and may ultimately result in a restatement of reserves and resources. The evaluation of reserves or resources is always influenced by economic and technological factors, which may change over time.

Decommissioning and Reclamation

As owner and operator of the White Mesa mill and numerous uranium and uranium/vanadium mines located in the United States and as part owner of the McClean Lake mill, McClean Lake mines, the Midwest uranium project and certain exploration properties, and for so long as Denison remains an owner thereof, Denison is obligated to eventually reclaim or participate in the reclamation of such properties. Most, but not all, of Denison’s reclamation obligations are bonded, and cash and other assets of Denison have been reserved to secure this bonded amount. Although Denison’s financial statements record a liability for the asset retirement obligation, and the bonding requirements are generally periodically reviewed by applicable regulatory authorities, there can be no assurance or guarantee that the ultimate cost of such reclamation obligations will not exceed the estimated liability contained on Denison’s financial statements.

Decommissioning plans for Denison’s properties have been filed with applicable regulatory authorities. These regulatory authorities have accepted the decommissioning plans in concept, but not upon a detailed performance forecast, which has not yet been generated. As Denison’s properties approach or go into decommissioning, further regulatory review of the decommissioning plans may result in additional decommissioning requirements, associated costs and the requirement to provide additional financial assurances. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulatory authorities.

Technical Innovation and Obsolescence

Requirements for Denison’s products and services may be affected by technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for uranium or reduce the value of Denison’s environmental services to potential customers. In addition, Denison’s competitors may adopt technological advancements that give them an advantage over Denison.

Property Title Risk

In connection with the Offering, Denison arranged for reports to be provided by its counsel to the Underwriters with respect to Denison’s ownership interests in the properties and mines that comprise the Arizona Strip, the Bullfrog and Tony M deposits which comprises part of the Henry Mountains Complex, the Colorado Plateau deposits, the Mutanga project, as well as Denison’s ownership interest in the McClean Lake, Midwest and Wheeler River mineral properties. Such reports were based upon publicly available information and did not constitute definitive opinions with respect to Denison’s interest to such properties, and indicate some reservations with respect to Denison’s interests.

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The validity of unpatented mining claims on U.S. public lands is sometimes difficult to confirm and may be contested. Due to the extensive requirements and associated expense required to obtain and maintain mining rights on U.S. public lands, Denison’s U.S. properties are subject to various title uncertainties which are common to the industry or the geographic location of such claims, with the attendant risk that there may be defects in its title. In addition, the United States Bureau of Land Management (“BLM”) has proposed that certain lands around the Grand Canyon National Park, including the lands on which Denison’s Arizona Strip mines are located, be withdrawn by Congress from location and entry under the mining laws, and is in the process of conducting various studies and analyses to support a final decision on whether or not to proceed with a withdrawal of all or a portion of those lands. If any lands are withdrawn, no new mining claims may be filed on the lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the resource constitutes the discovery of a valuable mineral deposit. Denison believes that its material Arizona Strip projects are on valid mining claims that would withstand a mineral examination. Further, certain of those projects have approved plans of operations which, absent modification, would not require a mineral examination. However, there can be no guarantee that, if lands are withdrawn and a mineral examination is performed, the mineral examination would not result in one or more of Denison’s mining claims being considered invalid, which could prevent a project from proceeding.

There is also a risk that Denison’s title to, or interest in, its properties outside the United States may be subject to defects or challenges. This may be true particularly in countries outside North America, where there may be less developed legal systems or where ownership interests may become subject to political interference or changes in laws. If such defects cover a material portion of Denison’s property, they could materially and adversely affect Denison’s results of operations and financial condition, its reported mineral reserves or its long term business prospects.

Production Estimates

Denison prepares estimates of future production for particular operations. No assurance can be given that production estimates will be achieved. Failure to achieve production estimates could have an adverse impact on Denison’s future cash flows, earnings, results of operations and financial condition. These production estimates are based on, among other things, the following factors: the accuracy of reserve estimates; the accuracy of assumptions regarding ground conditions and physical characteristics of ores, such as hardness and presence or absence of particular metallurgical characteristics; the accuracy of estimated rates and costs of mining and processing; and assumptions as to future commodity prices.

Denison’s actual production may vary from estimates for a variety of reasons, including, among others: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short term operating factors relating to the ore reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades; risk and hazards associated with mining; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures and cave-ins; unexpected labour shortages or strikes; and varying conditions in the commodities markets.

Mining and Insurance

Denison’s business is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Many of the foregoing risks and hazards could result in damage to, or destruction of, Denison’s mineral properties or processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of production from Denison’s mines or processing facilities or in its exploration or development activities, delay in or inability to receive regulatory approvals to transport its uranium concentrates, or costs, monetary losses and potential legal liability and adverse governmental action. In addition, due to the radioactive nature of the materials handled in uranium mining and processing, additional costs and risks are incurred by Denison on a regular and ongoing basis. Although Denison maintains insurance to cover some of these risks and hazards in amounts it believes to be reasonable, such insurance may not provide adequate coverage in the event of certain circumstances. No assurance can be given that such insurance will continue to be available or it will be available at economically feasible premiums or that it will provide sufficient coverage for losses related to these or other risks and hazards.

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Denison may be subject to liability or sustain loss for certain risks and hazards against which it cannot insure or which it may reasonably elect not to insure because of the cost. This lack of insurance coverage could result in material economic harm to Denison.

Dependence on Issuance of Licence Amendments and Renewals

Denison maintains regulatory licences in order to operate its mills at White Mesa and McClean Lake, all of which are subject to renewal from time to time and are required in order for Denison to operate in compliance with applicable laws and regulations. In addition, depending on Denison’s business requirements, it may be necessary or desirable to seek amendments to one or more of its licences from time to time. While Denison has been successful in renewing its licences on a timely basis in the past and in obtaining such amendments as have been necessary or desirable, there can be no assurance that such licence renewals and amendments will be issued by applicable regulatory authorities on a timely basis or at all in the future.

Nature of Exploration and Development

Exploration for and development of mineral properties is speculative, and involves significant uncertainties and financial risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are commercially mineable or ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling, constructing mining and processing facilities at a site, developing metallurgical processes and extracting uranium from ore. It is impossible to ensure that the current exploration and development programs of Denison will result in profitable commercial mining operations or that current production at existing mining operations will be replaced with new reserves.

Denison’s ability to sustain or increase its present levels of uranium production is dependent in part on the successful development of new ore bodies and/or expansion of existing mining operations. The economic feasibility of development projects is based upon many factors, including, among others: the accuracy of reserve estimates; metallurgical recoveries; capital and operating costs of such projects; government regulations relating to prices, taxes, royalties, infrastructure, land tenure, land use, importing and exporting, and environmental protection; and uranium prices, which are historically cyclical. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits and availability of adequate financing.

Development projects have no operating history upon which to base estimates of future cash flow. Denison’s estimates of proven and probable reserves and cash operating costs are, to a large extent, based upon detailed geological and engineering analysis. Denison also conducts feasibility studies which derive estimates of capital and operating costs based upon many factors, including, among others: anticipated tonnage and grades of ore to be mined and processed; the configuration of the ore body; ground and mining conditions; expected recovery rates of the uranium from the ore; and alternate mining methods.

It is possible that actual costs and economic returns of current and new mining operations may differ materially from Denison’s best estimates. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, take much longer than originally anticipated to bring into a producing phase, and to require more capital than anticipated.

Governmental Regulation and Policy Risks

Denison’s mining and milling operations and exploration activities, as well as the transportation and handling of the products produced, are subject to extensive regulation by state, provincial and federal governments. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labour standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing, operating and closing Denison’s mines and processing facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact Denison’s decision as to whether to operate existing mines, or, with respect to exploration and development properties, whether to proceed with exploration or development, or that such laws and regulations may result in Denison incurring significant costs to remediate or decommission properties that do not comply with applicable environmental standards at such time. Denison expends significant financial and managerial resources to comply with such laws and regulations. Denison anticipates it will have to continue to do so as the historic trend toward stricter government regulation may continue. Because legal requirements are frequently changing and subject to interpretation, Denison is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations and policies, such as those affecting Denison’s mining operations and uranium transport could materially and adversely affect Denison’s results of operations and financial condition in a particular period or its long term business prospects.

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Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions. These actions may result in orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Companies engaged in uranium exploration operations may be required to compensate others who suffer loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside Denison’s control. Any significant delays in obtaining or renewing such permits or licences in the future could have a material adverse effect on Denison. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions, such as those imposed by the suspension agreement between the United States and Russia and the agreement between the United States and Russia related to the supply of Russian HEU into the United States. Changes in these policies and restrictions may adversely impact Denison’s business.

Failure to Realize Benefits of White Canyon Acquisition and Future Acquisitions

Denison may not realize the benefits it expects if it completes the White Canyon Acquisition. Based on its due diligence and review of White Canyon’s business, it expects that White Canyon’s business will be complementary to its own business, as described under the heading “Recent Developments — Proposed Acquisition of White Canyon Uranium Limited”, and has based its offer price for the White Canyon Shares on its understanding of White Canyon’s business. However, Denison may find undisclosed liabilities or other negative business factors that may negatively effect the attractiveness of White Canyon and its properties, or their value to Denison. In addition, Denison may not be as successful in integrating White Canyon’s properties and operations into its own business as it expects. These risks apply to other acquisitions in the future that Denison may decide to pursue. Denison may not realize the anticipated benefits of such future acquisitions or realize the full value of the consideration paid to complete the acquisition.

Operations in Foreign Jurisdictions

Denison owns uranium properties directly and through joint venture interests and is undertaking uranium development programs in Mongolia and Zambia. As with any foreign operation, these international properties and interests are subject to certain risks, such as the possibility of adverse political and economic developments, foreign currency controls and fluctuations, as well as risks of war and civil disturbances. Other events may limit or disrupt activities on these properties, restrict the movement of funds, result in a deprivation of contract rights or the taking of property or an interest therein by nationalization or expropriation without fair compensation, increases in taxation or the placing of limits on repatriations of earnings. No assurance can be given that current policies of Mongolia or Zambia or the political situations within these countries will not change so as to adversely affect the value or continued viability of Denison’s interest in these assets. As an example, in July 2009, the Parliament of Mongolia enacted the Nuclear Energy Law of Mongolia (the “New Law”), which granted authority to the Mongolian Nuclear Energy Agency and created a framework for all aspects of uranium resource development in Mongolia.

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There are a number of provisions under the New Law that could significantly adversely affect the Gurvan Saihan Joint Venture in Mongolia (“GSJV”), in which Denison holds a 70% interest, including restrictions on the ability of a licensee to transfer its licences or interests in its uranium properties, and the ability of the Government of Mongolia to acquire a 34% to 51% interest, depending on the amount of historic exploration on the property that was funded by the Government of Mongolia, in each uranium property 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. Discussions are also underway between industry groups and the Mongolian Government in an effort to have the Government amend some of these provisions. At this time, it is not clear how the Mongolian Government will apply the New Law to the GSJV, in light of the existing Mineral Agreement between the GSJV and the Government of Mongolia, or to licences held by the GSJV that are not subject to the Mineral Agreement.

In addition, Denison may become involved in a dispute with respect to one of its foreign operations and may become subject to the exclusive jurisdiction of a foreign court or may find that it is not successful in subjecting foreign persons to the jurisdiction of the courts in Canada. Denison may also be precluded from enforcing its rights with respect to a government entity because of the doctrine of sovereign immunity.

Environmental, Health and Safety Risks

Denison has expended significant financial and managerial resources to comply with environmental protection laws, regulations and permitting requirements in each jurisdiction where it operates, and anticipates that it will be required to continue to do so in the future as the historical trend toward stricter environmental regulation may continue. The uranium industry is subject to, not only the worker health, safety and environmental risks associated with all mining businesses, including potential liabilities to third parties for environmental damage, but also to additional risks uniquely associated with uranium mining and processing. The possibility of more stringent regulations exists in the areas of worker health and safety, the disposition of wastes, the decommissioning and reclamation of mining and processing sites, and other environmental matters each of which could have a material adverse effect on the costs or the viability of a particular project.

Denison’s facilities operate under various operating and environmental permits, licences and approvals that contain conditions that must be met, and Denison’s right to continue operating its facilities is, in a number of instances, dependent upon compliance with such conditions. Failure to meet any such condition could have a material adverse effect on Denison’s financial condition or results of operations.

Although Denison believes its operations are in compliance, in all material respects, with all relevant permits, licences and regulations involving worker health and safety as well as the environment, there can be no assurance regarding continued compliance or ability of Denison to meet stricter environmental regulation, which may also require the expenditure of significant additional financial and managerial resources.

Mining companies are often targets of actions by non-governmental organizations and environmental groups in the countries in which they operate. Such organizations and groups may take actions in the future to disrupt Denison’s operations. They may also apply pressure to local, regional and national government officials to take actions which are adverse to Denison’s operations. Such actions could have an adverse effect on Denison’s ability to produce and sell its products, and on its financial position and results.

Aboriginal Title and Consultation Issues

First Nations and Métis title claims as well as related consultation issues may impact Denison’s ability and that of its joint venture partners to pursue exploration, development and mining at its Saskatchewan properties. Pursuant to historical treaties, First Nations bands in Northern Saskatchewan ceded title to most traditional lands but continue to assert title to the minerals within the lands. Managing relations with the local native bands is a matter of paramount importance to Denison. There may be no assurance however that title claims as well as related consultation issues will not arise on or with respect to Denison’s properties.

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Capital Intensive Industry; Uncertainty of Funding

The exploration and development of mineral properties and the ongoing operation of mines requires a substantial amount of capital and may depend on Denison’s ability to obtain financing through joint ventures, debt financing, equity financing or other means. General market conditions, volatile uranium and vanadium markets, a claim against Denison, a significant disruption to Denison’s business or operations or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions. There is no assurance that Denison will be successful in obtaining required financing as and when needed on acceptable terms.

Dependence on Key Personnel and Qualified and Experienced Employees

Denison’s success will largely depend on the efforts and abilities of certain senior officers and key employees. Certain of these individuals have significant experience in the uranium industry. The number of individuals with significant experience in this industry is small. While Denison does not foresee any reason why such officers and key employees will not remain with Denison, if for any reason they do not, Denison could be adversely affected. Denison has not purchased key man life insurance for any of these individuals. Denison’s success will also depend on the availability of qualified and experienced employees to work in Denison’s operations and Denison’s ability to attract and retain such employees. The number of individuals with relevant mining and operational experience in this industry is small.

Potential Influence of KEPCO

As at the date hereof, KEPCO holds indirectly a large shareholding in Denison and is contractually entitled to board representation. Provided KEPCO holds over 15% of Denison’s Common Shares, it is entitled to nominate two directors for election to the Board at any shareholder meeting, and as long as it holds between 5% and 15% of Denison’s Common Shares, it will be entitled to nominate one director.

KEPCO’s shareholding level gives it significant influence on decisions to be made by shareholders of Denison, and its right to nominate directors may give KEPCO significant influence on decisions made by Denison’s Board. Although KEPCO’s director nominees will be subject to duties under the Business Corporations Act (Ontario) to act in the best interests of Denison as a whole, KEPCO’s director nominees are likely to be employees of KEPCO and may give special attention to KEPCO’s interests as an indirect shareholder. The interests of KEPCO as an indirect shareholder of Denison may not always be consistent with the interests of Denison’s other shareholders, including, as a result of, its business relationship with Denison.

Denison’s agreement with KEPCO also includes provisions that will provide KEPCO with a right of first offer for certain asset sales and the right to be approached to participate in certain potential acquisitions. The right of first offer and participation right of KEPCO may negatively affect Denison’s ability or willingness to entertain certain business opportunities, or the attractiveness of Denison as a potential party for certain business transactions. KEPCO’s large shareholding block may also make Denison less attractive to third parties considering an acquisition of Denison if those third parties are not able to negotiate terms with KEPCO to support such an acquisition.

Indemnities

As part of a reorganization in 2004, DMI acquired from Denison Energy Inc. (“Denison Energy”) all of Denison Energy’s mining and environmental services assets and agreed to assume all debts, liabilities and obligations relating to such assets before the date of the reorganization. In addition, DMI agreed to provide certain indemnities in favour of Denison Energy for certain claims and losses relating to matters with respect to Denison Energy’s mining business prior to the date of the arrangement, to breaches by DMI of certain of its agreements, covenants, representations and warranties in the agreements governing such reorganization, and to damages caused by breaches by DMI of its representations and warranties in certain agreements related to such arrangement. Denison cannot predict the outcome or the ultimate impact of any legal or regulatory proceeding against Denison or affecting the business of Denison and cannot predict the potential liabilities associated with the indemnities provided in favour of Denison Energy. Consequently, there can be no assurance that the legal or regulatory proceedings referred to in this short form prospectus or any such proceedings that may arise in the future will be resolved without a material adverse effect on the business, financial condition, results of operation or cash flows of Denison.

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AUDITORS, REGISTRAR AND TRANSFER AGENT OF DENISON

The auditors of Denison are PricewaterhouseCoopers LLP, Chartered Accountants, Licensed Public Accountants, Toronto, Ontario and they are independent of Denison within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

The registrar and transfer agent for the common shares of Denison is Computershare Investor Services Inc. at its principal office in Toronto, Ontario.

INTERESTS OF EXPERTS

Certain legal matters relating to the securities offered hereunder will be passed upon by Blake, Cassels & Graydon LLP on behalf of Denison and Cassels Brock & Blackwell LLP on behalf of the Underwriters. As of the date of this short form prospectus, the partners and associates of these firms, each as a group, beneficially own, directly or indirectly, less than 1% of the Common Shares.

The persons or companies that have prepared reports relating to Denison’s mineral properties that are referenced in this short form prospectus or documents incorporated by reference herein are Lawrence B. Cochrane, Ph.D., P.Eng Luke Evans, M.Sc., P.Eng., Neil N. Gow, P.Geo., James W. Hendry, P.Eng., Leo R. Hwozdyk, P.Eng., Christopher Moreton, Ph.D, P.Geo, Thomas C. Pool, P.E., William E. Roscoe, Ph. D., P. Eng., David A. Ross, P. Geo., Richard E. Routledge, M.Sc., P.Geo. and Douglas H. Underhill, Ph.D., C.P.G. of Scott Wilson Roscoe Postle Associates Inc.; Michel Dagbert, P.Eng. of Geostat Systems International Inc.; Malcolm Titley, B.Sc., MAusIMM, MAIG, of CSA Global (UK) Ltd.; and Gilles Arseneau, Ph.D., P.Geo. and Cliff Revering, P.Eng. of SRK. As at the date hereof, each of the aforementioned individuals, the directors, officers and employees in the aggregate, as applicable, of each of Scott Wilson Roscoe Postle Associates Inc., Geostat Systems International Inc., CSA Global (UK) Ltd. and SRK, and each of such companies beneficially own, directly or indirectly, less than 1% of the common shares of Denison.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

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AUDITORS’ CONSENT

We have read the short form prospectus of Denison Mines Corp. (“Denison”) dated March 8, 2011 relating to the qualification for distribution of 18,300,000 common shares of Denison (the "Prospectus”). We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the incorporation by reference in the Prospectus of our report to the shareholders of Denison on the consolidated balance sheets of Denison as at December 31, 2009 and 2008 and the consolidated statements of operations, shareholders’ equity and comprehensive loss and cash flows for each of the years then ended and effectiveness of internal control over financial reporting as at December 31, 2009. Our report is dated March 11, 2010.

(signed) “PricewaterhouseCoopers LLP”

Chartered Accountants, Licensed Public Accountants
Toronto, Ontario
March 8, 2011

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CERTIFICATE OF DENISON

Dated: March 8, 2011

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, other than Quebec.

Denison Mines Corp.

By: (signed) “Ron F. Hochstein”	By: (signed) “James R. Anderson”
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer

On behalf of the Board of Directors of Denison Mines Corp.

By: (signed) “John H. Craig”	By: (signed) “Catherine J.G. Stefan”
Director	Director

C-1

CERTIFICATE OF THE UNDERWRITERS

Dated: March 8, 2011

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, other than Quebec.

GMP SECURITIES L.P.	CORMARK SECURITIES INC.	SCOTIA CAPITAL INC.
By: (signed) “Mark Wellings”	By: (signed) “Marc Murnaghan”	By: (signed) “Jeff Richmond”

DUNDEE SECURITIES LTD.	RAYMOND JAMES LTD.
By: (signed) “David G. Anderson”	By: (signed) “David Greifenberger”

C-2

EX-99.2

Exhibit 2

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

Denison Mines Corp. Second Quarter 2011 Results

Conference Call Friday, August 5, 2011

Toronto, ON — July 7, 2011 (TSX: DML; AMEX: DNN) Denison Mines Corp. (“Denison” or the “Company”) announces that the Company will hold a telephone conference with a webcast presentation at 9:00 am EDT on Friday, August 5, 2011 to discuss financial results for the Second Quarter 2011.

Please call in 5-10 minutes before the conference starts and stay on the line (an operator will be available to assist you). The call-in number is (416) 340-8018.

To view the live presentation, please log on at www.denisonmines.com 10 minutes prior to the call.

Approximately two hours after the call:

• a replay of the telephone conference will be available at 905-694-9451 and the passcode is 2461552; and

• the presentation will be available at www.denisonmines.com.

About Denison

Denison Mines Corp. is an intermediate uranium producer with production in the U.S., combined with a diversified development portfolio of projects in the U.S., Canada, Zambia and Mongolia. Denison’s assets include its 100% ownership of the White Mesa mill in Utah and its 22.5% ownership of the McClean Lake mill in Saskatchewan. The Company also produces vanadium as a co-product from some of its mines in Colorado and Utah. Denison owns interests in world-class exploration projects in the Athabasca Basin in Saskatchewan, including its flagship project at Wheeler River, and in the southwestern United States, Mongolia and Zambia. Denison is the manager of Uranium Participation Corporation (TSX-U), a publicly traded company which invests in uranium in concentrates and uranium hexafluoride.

For further information, please contact:

Ron Hochstein	(416) 979-1991 ext. 232
President and Chief Executive Officer
James Anderson	(416) 979-1991 ext. 372
Executive Vice President & Chief Financial Officer

EX-99.3

Exhibit 3

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

PRESS RELEASE

DENISON ANNOUNCES COMMENCEMENT OF PHASE 2
DRILLING PROGRAM ON MUTANGA PROJECT, ZAMBIA

Toronto, ON — July 28, 2011... Denison Mines Corp. (TSX:DML) (NYSE AMEX:DNN) (“Denison” or the “Company”) is pleased to announce the successful completion of Phase 1 and commencement of Phase 2 of the 2011 drilling program on its 100% owned Mutanga uranium project in Zambia.

Phase 1 Drill Program

Approximately 5,790 metres were drilled in 58 diamond and reverse circulation holes between the months of April and July 2011. Drilling was completed in three zones including Dibwe East Zones 1 and 2 and Mutanga West.

The preliminary results of the Phase 1 drilling program in Dibwe East Zones 1 and 2 (see Figure 1) have confirmed the continuity of the mineralization identified in a 2008 drilling program with a combined strike length greater than 2.5 kilometres. Wide-spaced exploration holes indicate that mineralization in the area occurs in three distinct stacked tabular horizons, extending from surface to approximately 120 metres depth.

Drilling at Mutanga West (see Figure 1) has confirmed the mineralization intersected in 2008 and defined a zone extending approximately 300 metres along strike occurring as tabular lenses confined to the upper 40 metres from surface. Drill results indicate that this zone remains open to the northwest.

The Phase 1 drilling returned a number of strongly mineralized holes from all three zones. From the 58 holes drilled, the most significant are drill holes DMC1036 in Dibwe East Zone 1, which intersected an 8.6 metre interval averaging 2,496 ppm eU₃O₈, and DMC1009, which intersected 8.7 metres averaging 1,064 ppm eU₃O₈. At the Dibwe East Zone 2 area, drill hole DMC1057 cut a 3.8 metre intersection averaging 1,278 ppm eU₃O₈ and drill hole DMC1042 had a 4.4 metre interval averaging 931 ppm eU₃O₈. The strongest mineralized hole in the Mutanga West area was MWC1044 which had an intersection of 14 metres averaging 360 ppm eU₃O₈. The multiple mineralized intersections from these holes are listed in Table 1 and shown in Figure 2. A complete list of results from all Phase 1 drill holes can be found on Denison’s website at www.denisonmines.com.

Table 1: Highlights of Phase 1 Drill Program

		From		Thickness		Grade
Target	Drill Hole	(m)		(m)		(ppm eU3O8)
Dibwe East Zone 1	DMC1009		4.45		15.4		179
	And		38.35		7		118
	And		52.35		2.7		346
	And		83.25		4.6		276
	And		89.25		8.7		1,064
	And		106.45		7.4		180
Dibwe East Zone 1	DMC1036		15.35		16.2		158
	And		33.35		4.4		185
	And		110.35		8.6		2,496
Dibwe East Zone 2	DMC1042		46.55		4.4		932
Dibwe East Zone 2	DMC1057		41.35		8.8		261
	And		60.65		3.8		1278
Mutanga West	MWC1044		0.75		14		360

The grades reported are equivalent U₃O₈ grades based on down-hole radiometric probing at a cut-off grade of 100 ppm U₃O₈; geochemical assay results have not been received at this time. All intersections and geological interpretations are based on diamond drill core or reverse circulation drill chips only and mineralized intervals may not represent true thickness.

Phase 2 Drill Program

The Phase 2 drilling program has commenced. A total of 11,240 metres in 27 diamond and 77 reverse circulation holes are planned, utilizing 2 diamond and 2 reverse circulation rigs. Phase 2 drilling is aimed mainly at further delineating and expanding the mineralization in Dibwe East Zones 1 and 2.

Two holes, totalling 100 metres, are also planned for the Mutanga West area as part of Phase 2. These holes are designed to test the north-eastern extension of the near surface mineralization in this area.

Project Activities

Subject to the results of the Phase 2 drilling program, Denison intends to prepare revised mineral resource estimates for the Mutanga Project in accordance with the requirements of National Instrument 43-101 (“NI 43-101”) later this year.

In addition to the drilling program, metallurgical test work is ongoing at Mintek’s facilities in South Africa, under the direction of AMEC Minproc. The bench scale test work program is near completion, which will be followed by leach column test work. Preliminary results from bottle roll tests on Mutanga and Dibwe samples have been promising. The objective of the metallurgical test work is to further define process design criteria and operating costs.

Qualified Person

The technical information contained in this press release relating to the above described exploration activities has been approved by Lawson Forand, Denison’s Exploration Manager, Saskatchewan, who is a “qualified person” as defined in NI 43-101. For a description of the quality assurance program and quality control measures applied by Denison, please see Denison’s Annual Information Form dated March 28, 2011 filed under the Company’s profile on the SEDAR website at www.sedar.com.

About Denison

Denison Mines Corp. is an intermediate uranium producer with production in the U.S., combined with a diversified development portfolio of projects in the U.S., Canada, Zambia and Mongolia. Denison’s assets include its 100% ownership of the White Mesa mill in Utah and its 22.5% ownership of the McClean Lake mill in Saskatchewan. The Company also produces vanadium as a co-product from some of its mines in Colorado and Utah. Denison owns interests in world-class exploration projects in the Athabasca Basin in Saskatchewan, including its flagship project at Wheeler River, and in the southwestern United States, Mongolia and Zambia. Denison is the manager of Uranium Participation Corporation (TSX-U), a publicly traded company which invests in uranium in concentrates and uranium hexafluoride.

For more information, please contact

Ron Hochstein	(416) 979-1991 Extension 232
President and Chief Executive Officer
Jim Anderson	(416) 979-1991 Extension 372
Executive Vice President and Chief Financial Officer

Cautionary Statements Regarding Forward Looking Information

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; estimates regarding Denison’s uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Denison; exploration, development and expansion plans and objectives; Denison’s expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licences 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 28, 2011, 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 and production; uncertainty as to reclamation and decommissioning liabilities; 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; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Denison to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, 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.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: This press 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.

EX-99.4

Exhibit 4

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

DENISON ANNOUNCES DRILLING AT WHEELER RIVER
INTERSECTS 38.5% eU₃O₈ OVER 8.4 METRES AND EXPANDS
PHOENIX ZONE A DEPOSIT

Toronto, ON — August 2, 2011... Denison Mines Corp. (TSX:DML) (NYSE AMEX:DNN) (“Denison” or the “Company”) is pleased to report that the ongoing summer drill program at the Wheeler River Project in the Athabasca Basin of northern Saskatchewan has expanded the previously known uranium mineralization of the Phoenix Zone A deposit.

A total of 22 holes for approximately 12,000 metres has been drilled to date this summer with the major focus of the program being to add to the existing mineral resource estimates at Zone A.

Zone A Drilling

In Zone A, fourteen holes totalling 6,646 metres have been completed to date and have returned positive results along the eastern margin of the northern part of the zone (see attached map).

In particular, holes WR-405 and WR-403 intersected high grade mineralization outside the margin of the previously recognized Zone A mineralization. Hole WR-405 cut high grade unconformity mineralization, totalling 15.26% eU₃O₈ over 2.3 metres, while WR-403 which is located 25 metres northeast of WR-405 intersected two zones of strong mineralization. The first zone straddled the unconformity and yielded 14.71% eU₃O₈ over 5.8 metres, while the second zone intersected 9.2 metres averaging 9.85% eU₃O₈. The second lower zone occurred 7.5 metres below the unconformity and is associated with strong clay replacement. Drill results indicate that this mineralization is currently open to the north and east and will be a focus of this summer’s remaining drill program.

The best intersection from this summer’s drilling was an infill hole, WR-401, which is a fence hole, 10 metres west from previously drilled WR-318 (7.7% U₃O₈ over 10.5 metres). WR-401 intersected high grade mineralization straddling the unconformity and the interval included a zone of massive pitchblende from 411.3 to 414.0 metres. The mineralized interval totalled 38.5% eU₃O₈ over 8.4 metres starting at 404.55 metres depth.

The results from the fourteen A Zone holes completed this summer are shown below.

Phoenix Zone A Deposit Summer Drill Results

									GT		Cut-off
	From		To		Interval		Probe Grade		grade x		Grade
Hole #	(m)		(m)		(m)		(%eU3O8)		thickness		(%eU3O8)
WR-389*		403.85		405.05		1.2		0.37		0.45		0.05
WR-392*		406.45		407.75		1.3		1.30		1.69		0.05
WR-393		406.35		407.05		0.7		0.11		0.08		0.05
WR-395*		399.25		404.45		5.2		0.62		3.21		0.05
WR-396*		396.75		397.35		0.6		0.06		0.04		0.05
WR-397	No significant results
WR-399*		403.05		405.65		2.6		2.28		5.92		0.05
WR-400	No significant results
WR-401		404.55		412.95		8.4		38.50		323.3		1.00
WR-402		403.25		404.85		1.6		7.46		11.9		1.00
WR-403		394.95		400.75		5.8		14.71		85.3		1.00
And		402.5		411.25		9.2		9.85		90.7		1.00
WR-404		413.45		415.25		1.8		5.54		9.97		1.00
WR-405*		392.65		394.95		2.3		15.26		35.1		1.00
WR-407	No significant results

* Multiple intersections, only highest listed.

The foregoing drill results are measured using downhole geophysical probes which measure natural gamma radiation, from which an indirect estimate of uranium content can be made. The result is referred to as “eU₃O₈” for “equivalent U₃O₈”.

Zones C and D Drilling

Additional drill holes also targeted Phoenix structure/stratigraphy and resistivity anomalies approximately two kilometres southwest of Zone C, as well as the Rea Zone located north of Zone D. While this drilling to date has not located additional mineralization, several of these first pass holes will require additional targeting to follow up encouraging structure and alteration.

Joint Venture Participants

Denison is the operator and holds a 60% interest in the Wheeler River Property. Cameco Corporation holds a 30% interest and JCU (Canada) Exploration Company, Limited holds the remaining 10% interest. All previous and current drill results from the Phoenix deposit have been tabulated and are presented on Denison’s website at www.denisonmines.com.

Qualified Person

The technical information contained in this press release related to the above described exploration activities is under the supervision of Lawson Forand, Denison’s Exploration Manager, Saskatchewan, who is a Qualified Person in accordance with the requirements of National Instrument 43-101. All drill holes reported in this release were drilled at either -80 or -90 degrees and while the exact attitude of the mineralization remains uncertain, it is believed, at this time that the mineralized intervals represent near true widths. For a description of the quality assurance program and quality control measures applied by Denison, please see Denison’s Annual Information Form dated March 28, 2011 filed under the Company’s profile on the SEDAR website.

About Denison

Denison Mines Corp. is an intermediate uranium producer with production in the U.S., combined with a diversified development portfolio of projects in the U.S., Canada, Zambia and Mongolia. Denison’s assets include its 100% ownership of the White Mesa mill in Utah and its 22.5% ownership of the McClean Lake mill in Saskatchewan. The Company also produces vanadium as a co-product from some of its mines in Colorado and Utah. Denison owns interests in world-class exploration projects in the Athabasca Basin in Saskatchewan, including its flagship project at Wheeler River, and in the southwestern United States, Mongolia and Zambia. Denison is the manager of Uranium Participation Corporation (TSX-U), a publicly traded company which invests in uranium in concentrates and uranium hexafluoride.

For more information, please contact

Ron Hochstein	(416) 979-1991 Extension 232
President and Chief Executive Officer
Jim Anderson	(416) 979-1991 Extension 372
Executive Vice President and CFO

Cautionary Statements Regarding Forward Looking Information

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; estimates regarding Denison’s uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Denison; exploration, development and expansion plans and objectives; Denison’s expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licences 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 28, 2011, 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 and production; uncertainty as to reclamation and decommissioning liabilities; 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; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Denison to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, 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.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: This press 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.

EX-99.5

Exhibit 5

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 SECOND QUARTER 2011 RESULTS

Toronto, ON — August 4, 2011... Denison Mines Corp. (“Denison” or the “Company”) (DML: TSX, DNN: NYSE AMEX) today reported its financial results for the three months and six months ended June 30, 2011.

The Company recorded a net loss of $13,749,000 or $0.04 per share for the three months ended June 30, 2011 compared with net income of $16,744,000 or $0.05 per share for the same period in 2010. For the six months ended June 30, 2011, the Company recorded a net loss of $20,816,000 or $0.06 per share compared to net income of $9,565,000 or $0.03 per share for the same period in 2010.

All amounts in this release are in U.S. dollars unless otherwise indicated.

Financial Highlights

	Three Months			Three Months		Six Months			Six Months
	Ended			Ended		Ended			Ended
	June 30,			June 30,		June 30,			June 30,
(in thousands)	2011			2010		2011			2010
Results of Operations:
Total revenues	$	16,993		$	27,230	$	43,761		$	49,205
Net income (loss)		(13,749	)		16,744		(20,816	)		9,565
Basic earnings (loss) per share		(0.04	)		0.05		(0.06	)		0.03
Diluted earnings (loss) per share		(0.04	)		0.05		(0.06	)		0.03

	As at June 30,		As at December 31,
	2011		2010
Financial Position:
Working capital	$	120,958	$	133,837
Long-term investments		943		2,955
Property, plant and equipment		410,086		342,164
Total assets		651,083		523,003
Total long-term liabilities	$	52,603	$	38,598

Operating Highlights

• Denison’s production for the quarter totaled 339,000 pounds U₃O₈ and 689,000 pounds V₂O₅.

• Uranium sales were 116,000 pounds U₃O₈ at an average price of $65.94 per pound.

• Vanadium sales totaled 801,000 pounds V₂O₅ equivalent at an average price of $6.27 per pound.

• The 2011 summer drilling program on Denison’s 60% owned Wheeler River property is underway.

• Denison completed an off-market takeover offer for White Canyon Uranium Limited, a dual listed Australian Stock Exchange and Toronto Venture Exchange company.

International Financial Reporting Standards

These second quarter 2011 interim consolidated financial statements and other financial information have been prepared using International Financial Reporting Standards (“IFRS”) and the Company’s 2010 comparative financial statements and other financial information have been restated following its IFRS accounting policies.

Revenue

Uranium sales revenue for the second quarter was $7,693,000 from the sale of 116,000 pounds U₃O₈ at an average price of $65.94 per pound. Uranium sales for the same period in 2010 were 417,000 pounds U₃O₈ at an average price of $45.56 per pound resulting in revenue of $18,981,000.

Uranium sales revenue for the six months ended June 30, 2011 was $24,563,000 from the sale of 383,000 pounds U₃O₈ at an average price of $64.08 per pound. Uranium sales revenue for the same period in 2010 totaled $33,990,000 from the sale of 683,000 pounds U₃O₈ at an average price of $49.74 per pound.

Vanadium sales revenue for the three months ended June 30, 2011, was $5,122,000 from the sale of 801,000 pounds of V₂O₅ equivalent at an average price of $6.27 per pound. During the same period in 2010, vanadium sales revenue was $4,327,000 from the sale of 557,000 pounds of V₂O₅ equivalent at an average price of $7.20 per pound. For the six months ended June 30, 2011, vanadium sales revenue was $10,701,000 from the sale of 1,657,000 pounds V₂O₅ equivalent at an average price of $6.24 per pound compared to $6,244,000 from the sale of 841,000 pounds V₂O₅ equivalent at an average price of $6.59 per pound for the six months ended June 30, 2010.

As a result of the events in Japan, the uranium spot market demand and price have declined. In response to these weaker market conditions, Denison has deferred uranium sales to later in the year. Inventory available for sale was 570,000 pounds U₃O₈ and 145,000 pounds V₂O₅ at June 30, 2011. Based on spot prices at June 30, 2011, this inventory had a value of $31,865,000.

Revenue from the environmental services division (“DES”) for the three and six months ended June 30, 2011 was $3,647,000 and $7,131,000 compared to $3,471,000 and $7,155,000 in the same periods in 2010. Revenue from the Company’s management contract with Uranium Participation Corporation for the three and six months ended June 30, 2011 was $476,000 and $1,027,000 compared to $378,000 and $1,680,000 in the same periods in 2010. The decrease is due to transaction fees received in the first quarter of 2010.

Operating Expenses

The McClean Lake mill is on stand-by and there was no production during the quarter. Stand-by costs for the three and six months ended June 30, 2011 were $274,000 and $417,000 respectively.

At the White Mesa mill, uranium production totaled 339,000 pounds U₃O₈ and 689,000 pounds V₂O₅ for the three months ended June 30, 2011 and totaled 679,000 pounds U₃O₈ and 1,102,000 pounds V₂O₅ for the six months ended June 30, 2011 compared to 360,000 pounds U₃O₈ and 911,000 pounds V₂O₅ for the three months ended June 30, 2010 and 468,000 pounds U₃O₈ and 911,000 pounds V₂O₅ for the six months ended June 30, 2010.

As planned, conventional ore processing ceased at the end of June for maintenance work and is planned to resume in the fourth quarter of 2011. Alternate feed processing is continuing.

At June 30, 2011, a total of 48,600 tons of conventional ore was stockpiled at the mill containing approximately 269,000 pounds U₃O₈ and 292,000 pounds V₂O₅. The Company also has approximately 535,000 pounds U₃O₈ contained in the alternate feed material stockpiled at the mill at June 30, 2011.

U.S. production costs¹ for the three months and six months ended June 30, 2011 were $48.83 and $49.51 per pound U₃O_8. Production costs were $34.39 and $38.83 per pound U₃O₈ in the three months and six months ended June 30, 2010. The increase in unit cost is due to lower than planned mill head grades and recoveries as well as fewer pounds produced from alternate feed processing due to a change in feed source.

¹ Production costs, which is a non-gaap measure, 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.

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Other

Operating costs for the three and six months ended June 30, 2011 include a recovery of $653,000 and a write-down of $215,000 relating to the change in net realizable value on the Company’s vanadium inventory. For the three and six months ended June 30, 2010 operating costs include a recovery of $2,698,000 and $9,962,000 respectively relating to the change in net realizable value provisions of the Company’s uranium and vanadium inventory. Operating costs also include expenses relating to DES amounting to $3,425,000 for the three months and $6,835,000 for the six months in 2011 compared to $2,974,000 and $6,390,000 respectively for the same periods in 2010.

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 June 30, 2011 exploration expenditures totaled $2,456,000 and $5,641,000 for the six months ended June 30, 2011 as compared to $1,797,000 for the three months ended June 30, 2010 and $3,494,000 for the six months ended June 30, 2010.

During the quarter, activity in the Athabasca Basin region of northern Saskatchewan was focused on the Company’s 60% owned Wheeler River project. Denison’s share of exploration spending on its Canadian properties totaled $993,000 for the three months ended June 30, 2011 and totaled $3,723,000 for the six months ended June 30, 2011. For the three months ended June 30, 2010, Canadian exploration spending totaled $1,709,000 and $3,125,000 for the six months ended June 30, 2010.

The 55 hole, 24,000 metre summer drilling program at Wheeler River is underway. Initial drilling in Zone A has resulted in expanding the mineralization along the northeastern boundary of the Phoenix Zone A deposit.

Exploration expenditures of $664,000 and $969,000 for the three and six months ended June 30, 2011 compared to $77,000 for the three months and $355,000 for the six months ended June 30, 2010 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 entity, as to 15%. Under the Nuclear Energy Law, the Government of Mongolia could acquire a 34% to 51% interest at no cost to the Government. Discussions are underway with the Mongolian Government regarding resolution of the ownership structure of the GSJV and issuance of mining licences.

Exploration expenditures of $785,000 and $899,000 for the three and six months ended June 30, 2011 were incurred on the Company’s Mutanga project in Zambia compared to $11,000 for the three and six months ended June 30, 2010. The Company completed Phase 1 and commenced Phase 2 of the 2011 drilling program. Approximately 5,790 metres were drilled in Phase 1. Drilling was completed in three zones, including Dibwe East Zones 1 and 2 and Mutanga West. The Phase 1 drilling returned a number of strongly mineralized holes from all three zones. The preliminary results of the Phase 1 drilling program in Dibwe East Zones 1 and 2 have confirmed the continuity of the mineralization identified in a 2008 drilling program with a combined strike length greater than 2.5 kilometres. The Phase 2 drilling program is planned to be a total of 11,240 metres and is aimed at further delineating and expanding the mineralization in Dibwe East Zones 1 and 2. Subject to the results of the Phase 2 drilling program, Denison intends to prepare revised mineral resource estimates for the Mutanga Project in accordance with the requirements of National Instrument 43-101 (“NI 43-101”) later this year.

White Canyon Uranium Limited Acquisition

On June 17, 2011, Denison’s offer to acquire all of the outstanding shares of White Canyon Uranium Limited (“WCU”) closed with 96.98% of shares outstanding accepting the offer. Compulsory acquisition proceedings to acquire the remaining shares of WCU were initiated on June 20, 2011 and are expected to be completed in early August, 2011.

Denison’s cash offer of AUD $0.24 per WCU share has resulted in a total purchase price of US$61,027,000 (AUD$57,163,000). Consideration for the initial 96.98% interest was paid on July 1, 2011 and payment for the remaining shares will be made in early August 2011. The full amount of the purchase price has been recorded as a payable at June 30, 2011.

WCU’s key assets are located in southeastern Utah, near Denison’s White Mesa mill. Its holdings comprise 100% interests in the Daneros producing mine, the Lark Royal advanced project and the Thompson, Geitus, Blue Jay and Marcy Look exploration projects, covering approximately 15,500 acres in the Red Canyon district. WCU commenced production of uranium ore in December 2009 from its 100% owned Daneros uranium mine.

Liquidity & Capital Resources

Cash and cash equivalents were $137,733,000 at June 30, 2011 compared with $97,554,000 at December 31, 2010. The increase of $40,179,000 was due primarily to cash used in operations of $11,927,000, common share issues totaling $62,402,000 and less expenditures on property, plant and equipment totaling $12,711,000.

Net cash used in operating activities of $11,927,000 during the six months ended June 30, 2011 is comprised of net loss 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 $3,762,000, an increase of $21,691,000 in inventories and a decrease of $12,699,000 in trade and other receivables.

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Net cash used in investing activities was $13,561,000 consisting primarily of expenditures on property, plant and equipment of $12,711,000 and an increase in restricted cash of $3,130,000.

Net cash from financing activities totaled $62,257,000 consisting of $62,402,000 from the issue of common shares less $145,000 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 $40,179,000 during the period.

The Company has in place a revolving credit facility of $35,000,000. The facility expires on June 29, 2012. Bank indebtedness under the facility at June 30, 2011 was nil; however, $10,055,000 of the line is used as collateral for certain letters of credit.

Outlook for 2011

As a result of the acquisition of WCU, Denison has reviewed its ore processing plans for the remainder of the year. The Company currently plans to process Daneros and Arizona 1 ore in the fall of 2011 and defer processing of Colorado Plateau ore until 2012 when a longer run of uranium and vanadium ore can be attained. As a result of these ore processing changes, uranium production is expected to remain at 1.2 million pounds U₃O₈. Vanadium production, however, will be lower at 1.3 million pounds V₂O₅ down from a projected 1.7 million pounds.

Uranium sales are expected to be approximately 1.2 million pounds of U₃O₈ down from a projected 1.3 million pounds due in part to the timing of production and in part to a decision to defer some sales to 2012 as a result of current market prices. Vanadium sales are now projected to be about 1.7 million pounds V₂O₅ in 2011, down from a projected 2.1 million pounds. The decline in sales is due to lower vanadium production expectations.

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 Lawson Forand, the Company’s Exploration Manager Saskatchewan, and Terry Wetz, Director of Project Development, who are Qualified Persons in accordance with the requirements of NI 43-101.

Conference Call

Denison is hosting a conference call on Friday, August 5, 2011 starting at 9:00 A.M. (Toronto time) to discuss the second quarter 2011 results. The webcast will be available live through a link on Denison’s website www.denisonmines.com and by telephone at 416-340-8018. A recorded version of the conference call will be available by calling 905-694-9451 (password: 2461552) approximately two hours after the conclusion of the call. The presentation will also be available at www.denisonmines.com.

Additional Information

Denison’s interim financial statements for the six months ended June 30, 2011 and related management’s discussion and analysis are available on Denison’s website at www.denisonmines.com or under its profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

Additional information, including the Company’s 2010 Annual Report containing the Company’s consolidated financial statements and related management’s discussion and analysis for its year ended December 31, 2010, and its annual information form and Form 40-F, are available on Denison’s website at www.denisonmines.com or under its profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

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About Denison

Denison Mines Corp. is an intermediate uranium producer with production in the U.S., combined with a diversified development portfolio of projects in the U.S., Canada, Zambia and Mongolia. Denison’s assets include its 100% ownership of the White Mesa mill in Utah and its 22.5% ownership of the McClean Lake mill in Saskatchewan. The Company also produces vanadium as a co-product from some of its mines in Colorado and Utah. Denison owns interests in world-class exploration projects in the Athabasca Basin in Saskatchewan, including its flagship project at Wheeler River, and in the southwestern United States, Mongolia and Zambia. Denison is the manager of Uranium Participation Corporation (TSX-U), a publicly traded company which invests in uranium oxide in concentrates and uranium hexafluoride.

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; estimates regarding Denison’s uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Denison; exploration, development and expansion plans and objectives; Denison’s expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licences 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 28, 2011, 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 and production; uncertainty as to reclamation and decommissioning liabilities; 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; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Denison to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, 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.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: This press 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.

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EX-99.6

Exhibit 6

DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(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 August 4, 2011 and should be read in conjunction with, and is qualified by, the Company’s unaudited interim consolidated financial statements and related notes for the six months ended June 30, 2011. The interim consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). 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.

ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

Our second quarter 2011 interim consolidated financial statements and other financial information have been prepared using IFRS. The Company has restated its 2010 comparative financial statements and other financial information following its IFRS accounting policies.

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.

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 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; estimates regarding Denison’s uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Denison; exploration, development and expansion plans and objectives; Denison’s expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licences 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 28, 2011 available at http://www.sedar.com, and in its Form 40-F available at http://www.sec.gov/edgar.shtml, 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 and production; uncertainty as to reclamation and decommissioning liabilities; 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; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Denison to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, 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 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.

DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

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.

Overview

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

Denison is an intermediate uranium producer with production in the U.S. combined with a diversified development portfolio with projects in the U.S., Canada, Zambia and Mongolia. Denison’s assets include its 100% ownership of the White Mesa mill in Utah and its 22.5% ownership of the McClean Lake mill in Saskatchewan. The Company also produces vanadium as a co-product from some of its mines in Colorado and Utah. The Company also 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 the Athabasca Basin in Saskatchewan and in the Colorado Plateau, Henry Mountains and Arizona Strip regions of the southwestern United States in close proximity to the Company’s mills.

Denison is the manager of Uranium Participation Corporation (“UPC”), a publicly traded company which invests in uranium oxide in concentrates and uranium hexafluoride. 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 and six months ended June 30, 2011 and 2010.

	Three Months			Three Months		Six Months			Six Months
	Ended			Ended		Ended			Ended
	June 30,			June 30,		June 30,			June 30,
(in thousands)	2011			2010		2011			2010
Results of Operations:
Total revenues	$	16,993		$	27,230	$	43,761		$	49,205
Net income (loss)		(13,749	)		16,744		(20,816	)		9,565
Basic earnings (loss) per share		(0.04	)		0.05		(0.06	)		0.03
Diluted earnings (loss) per share		(0.04	)		0.05		(0.06	)		0.03

	As at June 30,		As at December 31,
	2011		2010
Financial Position:
Working capital	$	120,958	$	133,837
Long-term investments		943		2,955
Property, plant and equipment		410,086		342,164
Total assets		651,083		523,003
Total long-term liabilities	$	52,603	$	38,598

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DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

RESULTS OF OPERATIONS

General

The Company recorded a net loss of $13,749,000 or $0.04 per share for the three months ended June 30, 2011 compared with net income of $16,744,000 or $0.05 per share for the same period in 2010. For the six months ended June 30, 2011, the Company recorded a net loss of $20,816,000 or $0.06 per share compared to net income of $9,565,000 or $0.03 per share for the same period in 2010.

Revenue

Uranium sales revenue for the second quarter was $7,693,000 from the sale of 116,000 pounds U₃O₈ at an average price of $65.94 per pound. Uranium sales for the same period in 2010 were 417,000 pounds U₃O₈ at an average price of $45.56 per pound resulting in revenue of $18,981,000.

Uranium sales revenue for the six months ended June 30, 2011 was $24,563,000 from the sale of 383,000 pounds U₃O₈ at an average price of $64.08 per pound. Uranium sales revenue for the same period in 2010 totaled $33,990,000 from the sale of 683,000 pounds U₃O₈ at an average price of $49.74 per pound.

Vanadium sales revenue for the three months ended June 30, 2011 was $5,122,000 from the sale of 801,000 pounds of V₂O₅ equivalent at an average price of $6.27 per pound. During the same period in 2010, vanadium sales revenue was $4,327,000 from the sale of 557,000 pounds of V₂O₅ equivalent at an average price of $7.20 per pound. For the six months ended June 30, 2011, vanadium sales revenue was $10,701,000 from the sale of 1,657,000 pounds V₂O₅ equivalent at an average price of $6.24 per pound compared to $6,244,000 from the sale of 841,000 pounds V₂O₅ equivalent at an average price of $6.59 per pound for the six months ended June 30, 2010.

As a result of the events in Japan, the uranium spot market demand and price have declined. In response to these weaker market conditions, Denison has deferred uranium sales to later in the year. Inventory available for sale was 570,000 pounds U₃O₈ and 145,000 pounds V₂O₅ at June 30, 2011. Based on spot prices at June 30, 2011, this inventory had a value of $31,865,000.

Revenue from the environmental services division for the three and six months ended June 30, 2011 was $3,647,000 and $7,131,000 compared to $3,471,000 and $7,155,000 in the same periods in 2010. Revenue from the management contract with UPC for the three and six months ended June 30, 2011 was $476,000 and $1,027,000 compared to $378,000 and $1,680,000 in the same periods in 2010. The decrease is due to transaction fees received in the first quarter of 2010.

Operating Expenses

Milling and Mining Expenses

The McClean Lake mill is on stand-by and there was no production during the second quarter. Stand-by costs for the three and six-months ended June 30, 2011 totaled $$274,000 and $417,000 respectively.

At the White Mesa mill, uranium production totaled 339,000 pounds U₃O₈ and 689,000 pounds V₂O₅ for the three months ended June 30, 2011 and totaled 679,000 pounds U₃O₈ and 1,102,000 pounds V₂O₅ for the six months ended June 30, 2011 compared to 360,000 pounds U₃O₈ and 911,000 pounds V₂O₅ for the three months ended June 30, 2010 and 468,000 pounds U₃O₈ and 911,000 pounds V₂O₅ for the six months ended June 30, 2010.

As planned, conventional ore processing ceased at the end of June for maintenance work and is planned to resume in the fourth quarter of 2011. Alternate feed processing is continuing.

At June 30, 2011, a total of 48,600 tons of conventional ore was stockpiled at the mill containing approximately 269,000 pounds U₃O₈ and 292,000 pounds V₂O₅. The Company also had approximately 535,000 pounds U₃O₈ contained in alternate feed material stockpiled at the mill at June 30, 2011.

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DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Production costs¹ at White Mesa for the three months ended June 30, 2011 were $48.83 per pound U₃O₈ and $49.51 per pound U₃O₈ for the six months ended June 30, 2011. Production costs were $34.39 and $38.83 per pound U₃O₈ in the three and six months ended June 30, 2010. The increase in unit cost is due to lower than planned mill head grades and recoveries as well as fewer pounds produced from alternate feed processing due to a change in feed source.

On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “Plaintiffs”) filed a lawsuit in the U.S. District Court for the District of Arizona 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 District Court 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 District Court judge on August 11, 2010. On August 16, 2010 the Plaintiffs 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 Court’s original ruling denying the preliminary injunction was heard on January 14, 2011, and a decision denying the appeal was issued on May 6, 2011. The District Court case is ongoing, and a hearing on the merits was held on May 20, 2011. At the hearing, the District Court ruled in favor of BLM and Denison and against the Plaintiffs on four of the five counts and remanded the fifth count to BLM for further consideration. Supplemental briefing on the fifth count has been scheduled for August 2011. The District Court will schedule oral argument at a hearing if it deems such argument necessary. Although this matter cannot be considered fully decided by the District Court until it rules on the fifth count, the main substance of the Plaintiffs’ lawsuit appears to have been decided in favor of BLM and Denison by virtue of the District Court’s ruling on the other four counts. Plaintiffs will have the right to appeal the District Court’s ruling, once it rules on all five counts. If the Plaintiffs are successful on the merits or on appeal, 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.

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. EPA and Denison are currently in discussions to settle this administrative action, which may involve the payment of a stipulated penalty which is not expected to be material.

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
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

On July 12, 2011, an Administrative Law Judge was appointed by the Executive Director of the Utah Department of Environmental Quality (“UDEQ”) to conduct an adjudicative proceeding relating to a Request for Agency Action before the Utah Air Quality Board, submitted by Uranium Watch and Living Rivers on November 4, 2010, as supplemented on March 17, 2011, March 23, 2011 and April 7, 2011. In their Request for Agency Action, Uranium Watch and Living Rivers allege certain deficiencies in the applications for approval and in the approvals granted in connection with radon emissions and monitoring at Denison’s La Sal mines complex, as well as certain deficiencies in Denison’s implementation of its radon monitoring program at the mine and in UDEQ’s regulation thereof. Uranium Watch and Living Rivers request a number of agency actions, including orders that certain approvals be withdrawn, that additional information and applications be submitted, that Denison cease operation of certain vents, mine portals and mine shafts that allegedly have not been properly approved, and that direct UDEQ to take certain actions to ensure compliance with applicable regulations. Denison believes that the Request for Agency Action, as supplemented, is without merit and intends to seek summary dismissal of the action.

Other

Operating costs for the three and six months ended June 30, 2011 include a recovery of $653,000 and a write-down of $215,000 relating to the change in net realizable value on the Company’s vanadium inventory. For the three and six months ended June 30, 2010 operating costs include a recovery of $2,698,000 and $9,962,000 respectively relating to the change in net realizable value provisions of the Company’s uranium and vanadium inventory. Operating costs also include expenses relating to DES amounting to $3,425,000 for the three months and $6,835,000 for the six months in 2011 compared to $2,974,000 and $6,390,000 respectively for the same periods in 2010.

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 June 30, 2011 exploration expenditures totaled $2,456,000 and $5,641,000 for the six months ended June 30, 2011 as compared to $1,797,000 for the three months ended June 30, 2010 and $3,494,000 for the six months ended June 30, 2010.

During the quarter, activity in the Athabasca Basin region of northern Saskatchewan was focused on the Company’s 60% owned Wheeler River project. Denison’s share of exploration spending on its Canadian properties totaled $993,000 for the three months ended June 30, 2011 and totaled $3,723,000 for the six months ended June 30, 2011. For the three months ended June 30, 2010, Canadian exploration spending totaled $1,709,000 and $3,125,000 for the six months ended June 30, 2010.

The 55 hole, 24,000 metre summer drilling program at Wheeler River is underway. Initial drilling in Zone A has resulted in expanding the mineralization along the northeastern boundary of the Phoenix Zone A deposit.

Exploration expenditures of $664,000 and $969,000 for the three and six months ended June 30, 2011 compared to $77,000 for the three months and $355,000 for the six months ended June 30, 2010 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 entity, as to 15%. Under the Nuclear Energy Law, the Government of Mongolia could acquire a 34% to 51% interest at no cost to the Government. Discussions are underway with the Mongolian Government regarding the ownership issue and granting of mining licences.

Exploration expenditures of $785,000 and $899,000 for the three and six months ended June 30, 2011 were incurred on the Company’s Mutanga project in Zambia compared to $11,000 for the three and six months ended June 30, 2010. The Company completed Phase 1 and commenced Phase 2 of the 2011 drilling program. Approximately 5,790 metres were drilled in Phase 1. Drilling was completed in three zones including Dibwe East Zones 1 and 2 and Mutanga West. The Phase 1 drilling returned a number of strongly mineralized holes from all three zones. The preliminary results of the Phase 1 drilling program in Dibwe East Zones 1 and 2 have confirmed the continuity of the mineralization identified in a 2008 drilling program with a combined strike length greater than 2.5 kilometres. The Phase 2 drilling program is planned to be a total of 11,240 metres and is aimed at further delineating and expanding the mineralization in Dibwe East Zones 1 and 2. Subject to the results of the Phase 2 drilling program, Denison intends to prepare revised mineral resource estimates for the Mutanga Project in accordance with the requirements of National Instrument 43-101 (“NI 43-101”) later this year.

General and Administrative

General and administrative expenses totaled $5,216,000 for the three months and $9,594,000 for the six months ended June 30, 2011 compared with $3,212,000 for the three months and $6,862,000 for the six months ended June 30, 2010. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other overhead expenditures. The increased expenditures in 2011 result from costs related to the acquisition of White Canyon Uranium Limited of $1,293,000 incurred in 2011 and an increase in stock compensation expense.

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DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Other Expenses

Other income (expense) totaled $(4,795,000) for the three months and $(6,786,000) for the six months ended June 30, 2011 compared with $19,007,000 for the three months and $12,891,000 for the six months ended June 30, 2010. This consists primarily of foreign exchange losses which totaled $(3,848,000) and $(6,415,000) for the three and six months ended June 30, 2011 compared to gains of $6,759,000 and $496,000 for the three and six months ended June 30, 2010. Other income in 2010 included a uranium sales contract termination fee of $11,000,000. No such amounts were recorded in 2011.

ACQUISITION OF WHITE CANYON URANIUM LIMITED

On June 17, 2011, Denison’s offer to acquire all of the outstanding shares of White Canyon Uranium Limited (“WCU”) closed with 96.98% of shares outstanding accepting the offer. Compulsory acquisition proceedings to acquire the remaining shares of WCU were initiated on June 20, 2011 and are expected to be completed in early August, 2011.

Denison’s cash offer of AUD $0.24 per WCU share has resulted in a total purchase price of US$61,027,000 (AUD$57,163,000). Consideration for the initial 96.98% interest was paid on July 1, 2011 and payment for the remaining shares will be made in early August 2011. The full amount of the purchase price has been recorded as a payable at June 30, 2011.

WCU’s key assets are located in southeastern Utah, near Denison’s White Mesa mill. Its holdings comprise 100% interests in the Daneros producing mine, the advanced Lark Royal project and the Thompson, Geitus, Blue Jay and Marcy Look exploration projects, covering approximately 15,500 acres in the Red Canyon district. WCU commenced production of uranium ore in December 2009 from its 100% owned Daneros uranium mine.

OUTLOOK FOR 2011

As a result of the acquisition of WCU, Denison has revised its ore processing plans for the remainder of the year and currently plans to process Daneros and Arizona 1 ore in the fall of 2011 and defer processing of Colorado Plateau ore until 2012 when a longer run of uranium and vanadium ore can be attained. As a result of these ore processing changes, uranium production is expected to remain at 1.2 million pounds U₃O_8; however, vanadium production will be lower at 1.3 million pounds V₂O_5, down from a projected 1.7 million pounds.

Uranium sales are expected to be approximately 1.2 million pounds of U₃O₈ down from a projected 1.3 million pounds due in part to the timing of production and in part to a decision to defer some sales to 2012 as a result of current market prices. Vanadium sales are now projected to be about 1.7 million pounds V₂O₅ in 2011 down from a projected 2.1 million pounds. The decline in sales is due to lower vanadium production expectations.

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DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

SUMMARY OF QUARTERLY FINANCIAL RESULTS

	2011			2011			2010			2010
(in thousands)	Q2(1)			Q1(1)			Q4(1)			Q3(1)
Total revenues	$	16,993		$	26,768		$	39,232		$	39,883
Net income (loss)		(13,749	)		(7,067	)		(9,394	)		(5,517	)
Basic and diluted earnings (loss) per share		(0.04	)		(0.02	)		(0.03	)		(0.02	)

	2010		2010			2009			2009
(in thousands)	Q2(1)		Q1(1)			Q4(2)			Q3(2)
Total revenues	$	27,230	$	21,975		$	31,052		$	12,748
Net income (loss)		16,744		(7,179	)		(36,127	)		(91,343	)
Basic and diluted earnings (loss) per share		0.05		(0.02	)		(0.11	)		(0.27	)

(1)	These amounts have been prepared under IFRS.
(2)	These amounts have been prepared under Canadian GAAP.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $137,733,000 at June 30, 2011 compared with $97,554,000 at December 31, 2010. The increase of $40,179,000 was due primarily to cash used in operations of $11,927,000, common share issues totaling $62,402,000 and less expenditures on property, plant and equipment totaling $12,711,000.

Net cash used in operating activities of $11,927,000 during the six months ended June 30, 2011 is comprised of net loss 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 $3,762,000, an increase of $21,691,000 in inventories and a decrease of $12,699,000 in trade and other receivables.

Net cash used in investing activities was $13,561,000 consisting primarily of expenditures on property, plant and equipment of $12,711,000 and an increase in restricted cash of $3,130,000.

Net cash from financing activities totaled $62,257,000 consisting primarily of $62,402,000 from the issue of common shares.

In total, these sources and uses of cash resulted in a net cash inflow after the effect of foreign exchange of $40,179,000 during the period.

On June 30, 2011 the Company put in place a revolving term credit facility (“the credit facility”) for up to $35,000,000. The amount of the facility available is the lesser of $35,000,000 and a “borrowing base” which is determined quarterly based on a percentage of accounts receivable and inventory. The current borrowing base is $35,000,000.

The credit facility contains a covenant to maintaina certain level of tangible net worth, which must be greater than or equal to the sum of $425,000,000 plus an amount equal to (i) 50% of each equity issue from and including June 30, 2011 and 50% of positive net Income in each fiscal quarter from and including June 30, 2011.

The credit facility terminates on June 29, 2012. There is no debt outstanding under this facility; however $10,055,000 of the line was used as collateral for certain letters of credit at June 30, 2011.

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 US 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.

- 7 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

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 of uranium) of 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		Six Months		Six Months
	Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,
(in thousands)	2011		2010		2011		2010
Revenue
Management fees	$	476	$	378	$	1,027	$	718
Commission and transaction fees		—		—		—		962
Total	$	476	$	378	$	1,027	$	1,680

At June 30, 2011, accounts receivable includes $246,000 (June 2010 — $141,000) due from UPC with respect to the fees indicated above.

On November 18, 2010, the Company entered into a uranium concentrate loan agreement with UPC which entitled the Company to borrow 150,000 pounds of U₃O₈ from UPC. The U₃O₈ loan was subject to a loan fee and required collateral in the form of an irrevocable standby letter of credit. The uranium loaned was to be repaid by February 3, 2011 or a later date agreed to by both parties. On December 24, 2010, the Company issued a letter of credit in favour of UPC in the amount of $10,065,000 as collateral for the U₃O₈ loan. On January 3, 2011, the Company borrowed 150,000 pounds of U₃O₈ from UPC. On February 3, 2011, the repayment date for the U₃O₈ loan was amended to April 4, 2011 and the letter of credit was increased to $12,045,000. The uranium loaned was returned on March 30, 2011.

The Company has incurred management and administrative service fees of $136,000 (2010: $42,000) with a company owned by the Chairman of the Company which provides corporate development, office premises, secretarial and other services. At June 30, 2011, an amount of $90,000 was due to this company.

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. Pursuant to a strategic relationship agreement, KEPCO is entitled to subscribe for additional common shares in Denison’s future share offerings. KEPCO also has the right to require Denison to nominate two persons designated by KEPCO to Denison’s board of directors if KEPCO holds at least a 15% share interest in Denison (or one director if KEPCO’s share interest is between 5% and 15%). Currently, KEPCO’s share interest in Denison is approximately 15.08%.

- 8 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

OUTSTANDING SHARE DATA

At August 4, 2011, there were 384,660,915 common shares issued and outstanding and 7,588,414 stock options outstanding for a total of 392,249,329 common shares on a fully-diluted basis.

CONTROLS AND PROCEDURES

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 second fiscal quarter of 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

NEW ACCOUNTING PRONOUNCEMENTS

(a) International Financial Reporting Standard 9, Financial Instruments (“IFRS 9”)

IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments, and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely.

Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, Financial Instruments — Recognition and Measurement, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income.

This standard is required to be applied for accounting periods beginning on or after January 1, 2013, with earlier adoption permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

(b) International Financial Reporting Standard 10, Consolidated Financial Statements (“IFRS 10”)

IFRS 10 was issued in May 2011 and it establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements.

This standard is effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

- 9 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

(c) International Financial Reporting Standard 11, Joint Arrangements (“IFRS 11”)

IFRS 11 was issued in May 2011 and it provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities — Non-Monetary Contributions by Ventures.

The standard is effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

(d) International Financial Reporting Standard 12, Disclosure of Interest in Other Entities (“IFRS 12”)

IFRS 12 was issued in May 2011 and it is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities.

The standard is effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

(e) International Financial Reporting Standard 13, Fair Value Measurement (“IFRS 13”)

IFRS 13 establishes new guidance on fair value measurement and disclosure requirements for IFRS and completes a major project to improve the convergence of IFRS and US GAAP.

The standard is effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

International Financial Reporting Standards (IFRS)

Effective January 1, 2011, the company adopted IFRS for Canadian publicly accountable enterprises. The interim consolidated financial statements for the second quarter of 2011 have been prepared in accordance with IFRS including comparative amounts for 2010. Details of the accounting differences can be found in note 4 to our interim financial statements.

Although IFRS has a conceptual framework that is similar to previous Canadian GAAP, there are significant differences in recognition, measurement and disclosure. The transition to the IFRS framework has resulted in several changes to our accounting policies that impact our financial reporting. The following are the more significant accounting differences:

Impairment of Non Current Assets

Under Canadian GAAP, long-lived asset impairment testing is done using a two-step approach whereby long-lived assets are first tested for recoverability based on the undiscounted cash flows they are expected to generate. If the undiscounted cash flow expected to be generated is higher than the carrying amount, then no impairment charge is required to be recorded. If the undiscounted cash flow is lower than the carrying amount of the assets, the assets are written down to their estimated fair value. Under IFRS, impairment testing is done using a one-step approach for both testing and measurement of impairment, with asset carrying amounts compared directly with the higher of fair value less costs to sell and value in use. This may result in more frequent write-downs where carrying amounts of assets were previously supported under Canadian GAAP on an undiscounted cash flow basis, but could not be supported on a discounted basis. However, the extent of any asset write-downs may be partially offset by the requirement under IFRS to reverse any previous impairment losses where circumstances have changed such that the impairments have reduced. Canadian GAAP does not permit reversal of impairment losses.

The opening balances of our property, plant and equipment assets have been adjusted to reflect impairment amounts calculated in accordance with IFRS. Since we have decided to use the IFRS 1 election to record assets, on an item by item basis, at fair value on transition, there will be no subsequent reversal of the impairments that have been included in the IFRS opening balances.

Asset Retirement Obligations

Under Canadian GAAP, we record an asset retirement obligation (“ARO”) only if there is a legal requirement to incur restoration costs. Under IFRS, the threshold for recording a liability is a legal or constructive obligation. Consequently, it is possible under IFRS to be required to record an ARO greater than what is required under Canadian GAAP. This requirement did not result in any adjustments to the provision accounts included in the IFRS opening balances.

- 10 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Foreign Currency Translation

Items included in the financial statements of each consolidated entity in the Denison group are measured using the currency of the primary economic environment in which the entity operated (“the functional currency”). Primary and secondary indicators are used to determine the functional currency (primary indicators have priority over secondary indicators). Primary indicators include the currency that mainly influences sales prices and the currency that mainly influences labour, material and other costs. Secondary indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operating activities are usually retained. For our Canadian, U.S., Zambian and Mongolian entitles, the local currency has been determined to be the functional currency.

The consolidated financial statements are presented in US dollars, which is the Company’s reporting currency.

The financial statements of entities that have a functional currency that is different than the reporting currency are translated into US dollars as follows: assets and liabilities at the closing rate at the date of the statement of financial position; and income and expenses — at the quarterly average rates (as this is considered a reasonable approximation to actual transactional rates). All resulting changes are recognized in other comprehensive income as cumulative translation adjustments.

Flow-Through Shares

Under Canadian GAAP, where flow-through shares are issued, they are initially recorded in share capital at their issue price. When the issuing entity renounces the associated deductions (by filing the prescribed forms) to the investors, the tax effect of the resulting temporary difference is recorded as a cost of issuing the shares (a reduction in share capital). Under IFRS, the proceeds from issuing flow-through shares are allocated between the offering of shares and the sale of tax benefits. The allocation is based on the difference (“premium”) between the quoted price of the company’s shares at the flow-through share closing date and the amount the investor pays for the actual flow-through shares. A liability is recognized for the premium and is extinguished when the tax effect of the temporary differences, resulting from the renunciation, is recorded — with the difference between the liability and the value of the tax assets renounced being recorded as a deferred tax expense. If the flow-through shares are not issued at a premium, a liability is not established, and on renunciation the full value of the tax assets renounced is recorded as a deferred tax expense.

Income Taxes

The accounting for future or deferred income taxes is fundamentally similar to the current Canadian GAAP standard. However, there are some specific differences that impact deferred tax balances or the amount reported in profit or loss for deferred taxes. Under Canadian GAAP, the cost(benefit) of current and deferred income taxes is typically recognized as income or an expense, and included in profit or loss for the period — except, amongst other items, where any portion of the cost(benefit) relates to a capital transaction in the same period or an item that is credited or charged directly to equity in the same period. Under IFRS, if the transaction that gives rise to a temporary difference is recorded directly in equity, then the cost(benefit) of current and deferred income taxes, whether in the same or a subsequent period, is also recorded directly in equity (rather than in profit or loss).

Under Canadian GAAP, where an asset is acquired (other than in a business combination) and the tax basis is less than the cost of the asset, a deferred tax liability is recognized on the asset acquisition, and is added to the cost of the asset through a gross-up calculation. IFRS does not permit the recognition of a deferred tax liability on the initial recognition of an asset, in a transaction that is not a business combination. When Denison acquired OmegaCorp. Limited (“Omega”) in 2007, the transaction was treated as an asset acquisition, with the majority of the fair value allocated to the Mutanga project mineral property resources. As a result, for Canadian GAAP purposes, a future tax liability was recognized and the carrying amount of the asset was increased to arrive at the purchase price of net assets. Under IFRS, the future tax liability in respect of Omega has been eliminated, and the carrying value of the asset has been adjusted accordingly. The carrying value of our deferred tax balances have also changed to the extent that the accounting basis of various assets and liabilities have been adjusted as part of the IFRS conversion.

First-time adoption of IFRS

Denison’s transition to IFRS follows IFRS 1, which offers the possibility to utilize certain exemptions from full retrospective application of IFRS. The Company evaluated the options available in IFRS 1 and elected to adopt transitional implementation policies in the areas of business combinations, cumulative translation differences and fair value as a deemed cost election. A summary of these transitional accounting policies is given below.

- 11 -

DENISON MINES CORP.
Management’s Discussion and Analysis
Six Months Ended June 30, 2011
(Expressed in U.S. Dollars, Unless Otherwise Noted)

1.	Business Combinations
	The Company elected to utilize the option in IFRS 1 to not apply IFRS 3 retrospectively to business combinations completed prior to January 1, 2010. The impact of this policy decision is that all prior business combinations will continue to be accounted for as they originally were under Canadian GAAP.
2.	Cumulative Translation Differences
	IFRS 1 provides the option to reset the cumulative translation account within other comprehensive income to zero as of the date of transition to IFRS as an alternative to calculating the retrospective cumulative translation adjustments required to be in compliance with the principles of IAS 21 for the periods prior to transition.
3.	Property, Plant and Equipment
	IFRS 1 provides the option to record assets, on an item by item basis, at fair value on transition or at an earlier date as an alternative to full retrospective application of IFRS in accounting for the assets. Denison chooses to adopt this transition policy on an asset by asset basis for its property, plant and equipment and its mineral property assets.

Adoption of IFRS 6 for Exploration and Evaluation Expenditures
Denison elected to adopt the provisions of IFRS 6 which allow the Company to continue with the current accounting policies regarding the accounting for exploration and evaluation expenditures.

The current policy is to expense exploration expenditures on mineral properties not sufficiently advanced. At the point in time that a mineral property is considered to be sufficiently advanced, it is classified as a development mineral property and all further expenditures for the current year and subsequent years are capitalized as incurred.

Comparison between IFRS and CGAAP of Selected Financial Information and Key Financial Data

Three months and six months ended June 30, 2010

	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30, 2010			June 30, 2010			June 30, 2010			June 30, 2010
(in thousands)	IFRS			CGAAP			IFRS			CGAAP
Net income (loss)	$	16,744		$	16,672		$	9,565		$	7,583
Basic earnings (loss) per share	$	0.05		$	0.05		$	0.03		$	0.02
Shareholders’ Equity		395,389			726,347			395,389			726,347
Total Assets		448,565			864,932			448,565			864,932
Equity Ratio		88.1	%		84.0	%		88.1	%		84.0	%

Refer to Note 4 of the financial statements for the detailed reconciliation of the balances.

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 28, 2011 and in the Company’s annual MD&A dated March 10, 2011, both available at www.sedar.com, and in the Company’s Form 40-F available at www.sec.gov/edgar.shtml.

QUALIFIED PERSON

The disclosure of scientific and technical information regarding Denison’s properties in the MD&A was prepared by or under the supervision of Lawson Forand, the Company’s Exploration Manager Saskatchewan, and Terry Wetz, Director of Project Development, who are Qualified Persons in accordance with the requirements of NI 43-101.

- 12 -

EX-99.7

Exhibit 7

DENISON MINES CORP.

Financial Statements
for the six months ended
June 30, 2011

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

	At June 30			At December 31
	2011			2010
ASSETS
Current
Cash and cash equivalents	$	137,733		$	97,554
Trade and other receivables (note 6)		7,057			20,236
Inventories (note 7)		49,785			29,133
Prepaid expenses and other		944			1,910
		195,519			148,833
Non-Current
Inventories — ore in stockpiles (note 7)		2,273			2,204
Investments (note 8)		943			2,955
Prepaid expenses and other		126			107
Restricted cash and investments (note 9)		26,334			22,946
Property, plant and equipment (note 10)		410,086			342,164
Intangibles (note 11)		3,452			3,794
Goodwill (note 5)		12,350			—
Total assets		651,083		$	523,003
LIABILITIES
Current
Accounts payable and accrued liabilities	$	12,344		$	13,753
Business acquisition liability (note 5)		61,027			—
Current portion of long-term liabilities:
Post-employment benefits (note 12)		415			402
Reclamation obligations (note 13)		662			641
Debt obligations (note 14)		113			200
		74,561			14,996
Non-Current
Deferred revenue		3,499			3,339
Post-employment benefits (note 12)		3,677			3,617
Reclamation obligations (note 13)		17,491			16,924
Debt obligations (note 14)		157			205
Other long-term liabilities (note 15)		1,137			1,105
Deferred income tax liability (note 22)		26,642			13,408
Total liabilities		127,164			53,594
EQUITY
Share capital (note 16)		974,272			911,681
Share purchase warrants (note 17)		—			5,830
Contributed surplus (note 18)		47,486			41,658
Deficit		(529,643	)		(508,827	)
Accumulated other comprehensive income		31,804			19,067
Total equity		523,919			469,409
Total liabilities and equity	$	651,083		$	523,003
Issued and outstanding common shares (Note 16)		384,660,915			366,200,665

Commitments and contingencies (note 23)

The accompanying notes are integral to the condensed interim consolidated financial statements

- 1 -

DENISON MINES CORP.
Condensed Interim Consolidated Statement of Income (Loss) and Comprehensive Income (Loss)
(Unaudited — Expressed in thousands of U.S. dollars except for per share amounts)

	Three Months Ended						Six Months Ended
	June 30			June 30			June 30			June 30
	2011			2010			2011			2010
REVENUES (note 20)	$	16,993		$	27,230		$	43,761		$	49,205
EXPENSES
Operating expenses (note 19)		(17,641	)		(25,725	)		(44,128	)		(43,191	)
Mineral property exploration		(2,456	)		(1,797	)		(5,641	)		(3,494	)
General and administrative		(5,216	)		(3,212	)		(9,594	)		(6,862	)
Other income (expense) (note 19)		(4,795	)		19,007			(6,786	)		12,891
		(30,108	)		(11,727	)		(66,149	)		(40,656	)
Income (loss) before finance charges		(13,115	)		15,503			(22,388	)		8,549
Finance income (expense) (note 19)		496			144			772			332
Income (loss) before taxes		(12,619	)		15,647			(21,616	)		8,881
Income tax recovery (expense) (note 22):
Current		(31	)		41			(31	)		41
Deferred		(1,099	)		1,056			831			643
Net income (loss) for the period	$	(13,749	)	$	16,744		$	(20,816	)	$	9,565
Comprehensive income (loss):
Unrealized gain (loss) on investments change		351			(4,992	)		(1,039	)		(2,848	)
Foreign currency translation change		1,929			(18,810	)		13,776			(8,353	)
Comprehensive income (loss) for the period	$	(11,469	)	$	(7,058	)	$	(8,079	)	$	(1,636	)
Net earnings (loss) per share:
Basic	$	(0.04	)	$	0.05		$	(0.06	)	$	0.03
Diluted	$	(0.04	)	$	0.05		$	(0.06	)	$	0.03
Weighted-average number of shares outstanding (in thousands):
Basic		384,661			339,720			377,015			339,720
Diluted		384,661			339,720			377,015			339,720

The accompanying notes are integral to the condensed interim consolidated financial statements

- 2 -

DENISON MINES CORP.
Condensed Interim Consolidated Statement of Changes in Equity
(Unaudited — Expressed in thousands of U.S. dollars)

	Six Months Ended
	June 30			June 30
	2011			2010
Share capital
Balance—beginning of period		911,681			850,336
Share issues-net of issue costs		62,074			(4	)
Employee share option exercises-cash		328			—
Employee share option exercises—non-cash		189			—
Balance—end of period		974,272			850,332
Share purchase warrants
Balance—beginning of period		5,830			5,830
Warrant expiries		(5,830	)		—
Balance—end of period		—			5,830
Contributed surplus
Balance—beginning of period		41,658			39,922
Stock-based compensation expense		1,648			838
Employee share option exercises-non-cash		(189	)		—
Warrant expiries		5,830			—
Warrant expiries—tax effect		(1,461	)		—
Balance—end of period		47,486			40,760
Deficit
Balance—beginning of period		(508,827	)		(503,481	)
Net income (loss)		(20,816	)		9,565
Balance-end of period		(529,643	)		(493,916	)
Accumulated other comprehensive income
Balance—beginning of period		19,067			3,584
Unrealized gain (loss) on investments change		(1,039	)		(2,848	)
Foreign currency translation change		13,776			(8,353	)
Balance—end of period		31,804			(7,617	)
Total Equity
Balance—beginning of period	$	469,409		$	396,191
Balance—end of period	$	523,919		$	395,389

The accompanying notes are integral to the condensed interim consolidated financial statements

- 3 -

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

	Six Months Ended
	June 30			June 30
CASH PROVIDED BY (USED IN):	2011			2010
OPERATING ACTIVITIES
Net income (loss) for the period	$	(20,816	)	$	9,565
Items not affecting cash:
Depletion, depreciation, amortization and accretion		12,456			18,682
Investments impairment		896			181
Stock-based compensation		1,648			838
Losses (gains) on asset disposals		(49	)		(1,324	)
Losses (gains) on restricted investments		(31	)		(340	)
Non-cash inventory adjustments		693			(9,697	)
Deferred income tax expense (recovery)		(831	)		(643	)
Foreign exchange		6,415			(496	)
Net change in non-cash working capital items:
Trade and other receivables		12,699			632
Inventories		(21,691	)		(7,001	)
Prepaid expenses and other assets		901			732
Accounts payable and accrued liabilities		(3,762	)		3,569
Post-employment benefits		(185	)		(114	)
Reclamation obligations		(430	)		(603	)
Deferred revenue		160			371
Net cash provided by (used in) operating activities		(11,927	)		14,352
INVESTING ACTIVITIES
Acquisition of a business, net of cash and cash equivalents acquired (note 5)		1,323			—
Decrease (increase) in notes receivable		787			(24	)
Purchase of investments		—			(17	)
Proceeds on sale of investments		—			2,344
Expenditures on property, plant and equipment		(12,711	)		(15,105	)
Proceeds on sale of property, plant and equipment		170			1,530
Decrease (increase) in restricted cash and investments		(3,130	)		(262	)
Net cash used in investing activities		(13,561	)		(11,534	)
FINANCING ACTIVITIES
Increase (decrease) in debt obligations		(145	)		(550	)
Issuance of common shares for:
New share issues		62,074			—
Exercise of stock options		328			—
Net cash provided by (used in) financing activities		62,257			(550	)
Increase (decrease) in cash and cash equivalents		36,769			2,268
Foreign exchange effect on cash and cash equivalents		3,410			(80	)
Cash and cash equivalents, beginning of period		97,554			19,804
Cash and cash equivalents, end of period	$	137,733		$	21,992

The accompanying notes are integral to the condensed interim consolidated financial statements

- 4 -

DENISON MINES CORP.
Notes to the condensed interim consolidated financial statements for the three months and six months ended
June 30, 2011 and 2010
(Unaudited — Expressed in thousands of U.S. dollars)

1. NATURE OF OPERATIONS

Denison Mines Corp. (“DMC”) is incorporated under the Business Corporations Act (Ontario) (“OBCA”). The address of its registered head office is 595 Bay Street, Suite 402, Toronto, Ontario, Canada, M5J 2C2. 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 and selling of uranium. 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 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 U₃O₈ and UF₆ by UPC.

2. BASIS OF PRESENTATION AND ADOPTION OF IFRS

These unaudited consolidated financial statements have been prepared by management in U.S. dollars in accordance with Canadian generally accepted accounting principles as set out in the Handbook of the Canadian Institute of Chartered Accountants (“CICA Handbook”). In 2010, the CICA Handbook was revised to incorporate International Financial Reporting Standards (“IFRS”), and require publicly accountable enterprises to apply such standards effective for years beginning on January 1, 2011. Accordingly, the Company has commenced reporting on this basis in its 2011 interim consolidated financial statements. In these financial statements, the term “Canadian GAAP” refers to Canadian GAAP before the adoption of IFRS.

These interim consolidated financial statements have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting and IFRS 1 First-time Adoption of International Financial Reporting Standards. The interim consolidated statement of income (loss) for the six month period ending June 30, 2011 is not necessarily indicative of the operating results for the full year, primarily due to the timing of concentrate deliveries to customers. The accounting policies followed in these interim financial statements are the same as those applied in the Company’s interim financial statements for the period ended March 31, 2011. The Company has consistently applied the same accounting policies throughout all periods presented, as if these policies had always been in effect. Note 4 discloses the impact of the transition to IFRS on the Company’s reported financial position as at June 30, 2010 and comprehensive income for the three and six months ended June 30, 2010, including the nature and effect of significant changes in accounting policies from those used in the Company’s consolidated financial statements for the year ended December 31, 2010.

The accounting policies applied in these condensed interim consolidated financial statements are based on IFRS effective for the year ended December 31, 2011, as issued and outstanding as of August 4, 2011, the date the Board of Directors approved the statements. Any subsequent changes to IFRS that are given effect in the Company’s annual consolidated financial statements for the year ending December 31, 2011 could result in restatement of these interim consolidated financial statements, including the transition adjustments recognized on change-over to IFRS.

The condensed interim consolidated financial statements should be read in conjunction with the Company’s Canadian GAAP annual financial statements for the year ended December 31, 2010 and the Company’s interim financial statements for the quarter ended March 31, 2011 prepared in accordance with IFRS applicable to interim financial statements.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

The significant accounting policies followed in these interim financial statements are the same as those applied in the Company’s interim financial statements for the period ended March 31, 2011. In accounting for business combinations, the Company uses the following accounting policy:

(a) Business combinations

A business combination is defined as an acquisition of assets and liabilities that constitute a business. A business consists of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs, have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs, but can be integrated with the inputs and processes of the Company to create outputs.

Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at 100% of their acquisition-date fair values. The acquisition date is the date the Company acquires control over the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

Acquisition related costs, other than costs to issue debt or equity securities of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees and other professional or consulting fees are expensed as incurred.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Company will retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. The maximum length of time for the measurement period is one year from the acquisition date.

Accounting Standards Issued but not yet Adopted

The following items are the key accounting standards that have been issued by the IASB but not yet applied by the Company:

(a) International Financial Reporting Standard 9, Financial Instruments (“IFRS 9”)

IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments, and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely.

Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, Financial Instruments — Recognition and Measurement, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income.

This standard is required to be applied for accounting periods beginning on or after January 1, 2013, with earlier adoption permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

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(b) International Financial Reporting Standard 10, Consolidated Financial Statements (“IFRS 10”)

IFRS 10 was issued in May 2011 and it establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements.

This standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

(c) International Financial Reporting Standard 11, Joint Arrangements (“IFRS 11”)

IFRS 11 was issued in May 2011 and it provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities — Non-Monetary Contributions by Ventures.

The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

(d) International Financial Reporting Standard 12, Disclosure of Interest in Other Entities (“IFRS 12”)

IFRS 12 was issued in May 2011 and it is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities.

The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

(e) International Financial Reporting Standard 13, Fair Value Measurement (“IFRS 13”)

IFRS 13 establishes new guidance on fair value measurement and disclosure requirements for IFRS and completes a major project to improve the convergence of IFRS and US GAAP.

The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

4. TRANSITION TO IFRS

These financial statements were prepared as described in note 2, including the application of IFRS 1. IFRS 1 sets out the procedures that the Company must follow when it adopts IFRS for the first time as the basis for preparing its consolidated financial statements. The Company is required to establish its IFRS accounting policies for 2011 and, in general, apply these retrospectively to determine the IFRS opening balance sheet as at the transition date of January 1, 2010. The IFRS accounting policies for 2011 include both IFRS in effect currently or those standards expected to be in effect as of December 31, 2011.

IFRS 1 also requires that comparative financial information be provided. As a result, the first date at which the Company has applied IFRS was January 1, 2010 (the “Transition Date”). IFRS 1 requires first-time adopters to retrospectively apply all effective IFRS standards as of the reporting date, December 31, 2011. The standard also permits a number of optional and mandatory exemptions from full retrospective application.

The Company is required to use the following mandatory exemptions as follows:

• Estimates cannot be created or revised using hindsight. The estimates previously made by the Company under Canadian GAAP (“CGAAP”) were not revised for the application of IFRS except where necessary to reflect any difference in accounting policies.

• For non-controlling interests, IFRS 1 lists specific requirements of IAS 27 Consolidated and Separate Financial Statements which are applied prospectively.

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The Company has elected to use the following optional exemptions and has made the following adjustments to transition from Canadian GAAP to IFRS:

a) Business Combinations

The Company elected to apply IFRS relating to business combinations prospectively from January 1, 2010. As such, Canadian GAAP balances relating to business combinations entered into before that date have been carried forward.

b) Cumulative Translation Adjustment

The Company has elected to reset the cumulative translation adjustment account, which includes gains and losses arising from the translation of foreign operations, to zero at the date of transition to IFRS as an alternative to calculating the retrospective cumulative translation adjustments required to be in compliance with the principles of IAS 21 for the periods prior to transition.

c) Impairment testing under IAS 36 and IFRS 1 elections

In accordance with IAS 36, the Company performed impairment tests of its Canadian and United States Cash Generating Units (CGU) which includes inventories, mineral properties, plant and equipment, goodwill and reclamation liabilities. The Company estimated fair values using a combination of a discounted cash flow model using the fair value less cost to sell basis (at a discount rate of 10%) and independent valuations to determine the recoverable amount of these CGUs. The recoverable amounts determined for both CGUs were less than the carrying amounts. For the Canadian CGU, the carrying value of the mineral properties and plant and equipment were reduced to estimated fair value and, as a result, the carrying value of goodwill was fully written off. For the United States CGU, the carrying values of the plant and equipment and mineral properties were reduced to estimated fair value.

IFRS 1 allows an entity to elect to measure an item of property, plant and equipment at the date of transition to IFRS at its fair value and use that fair value as its deemed cost at that date. The first time adopter may elect to use a previous CGAAP revaluation of an item of property, plant and equipment at, or before, the date of transition to IFRS as deemed cost at the date of the revaluation, if the revaluation was, at the date of the revaluation, broadly comparable to fair value. The Company has elected to take the lower of cost or fair value of certain of its property, plant and equipment as deemed cost based on appraisal reports prepared by independent third party valuators.

The Company wrote down the carrying value of its Zambian mineral properties to its fair value in the 2009 fiscal year as part of its impairment assessment under Canadian GAAP. The fair value was calculated using most recent comparable transactions at such point in time. This fair value has been used as the ‘deemed cost’ going forward upon transition to IFRS. The impact of this is that no reversal of impairment loss previously taken would be required even if there was an increase in fair value in subsequent periods. There are no other significant assets in the Zambian CGU.

As a result of the transition to IFRS and the reduction of the carrying amounts of PP&E and mineral properties, management recognized the related decrease in deferred tax liability as of January 1, 2010.

A summary of the impairment charges recorded by each CGU on January 1, 2010, by asset class, is as follows:

	Canadian		United States
	Mining		Mining
(in thousands)	Segment		Segment		Total
Property, plant and equipment
Plant and equipment	$	13,009	$	927	$	13,936
Mineral properties		252,267		59,645		311,912
Goodwill		51,028		—		51,028
Transitional impairment loss-pre tax	$	316,304	$	60,572	$	376,876

The Company amortizes its mineral property assets on a units of production basis and includes that amount in the valuation of work-in-progress and concentrate inventories. Since the value of the Company’s mineral property assets is less under IFRS than Canadian GAAP, the amount amortized to inventory is also less. As a result the carrying value of inventory also tends to be less to reflect the lower mineral property amortization cost.

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The lower carrying values for the Company’s inventory under IFRS also result in lower net realizable value adjustments being recorded in a particular period when compared to Canadian GAAP.

d) Adoption of IFRS 6 for Exploration and Evaluation Expenditures

The Company has elected to adopt the provisions of IFRS 6 which allow the Company to continue with the current accounting policies regarding the accounting for exploration and evaluation expenditures, with the exception of capitalizing a portion of its exploration spending. Under Canadian GAAP, the Company capitalized a portion of its exploration spending as a component of its carrying value of mineral properties.

Under IFRS, this practice has been discontinued and mineral property exploration expense has increased accordingly. This adjustment has impacted the cash flow split between operating and investing activities for IFRS when compared to Canadian GAAP.

e) Change in foreign exchange translation methodology

Under Canadian GAAP, the Company used the temporal method of foreign exchange translation for its fully-integrated subsidiaries. This included its Zambian and Australian subsidiaries. Under the temporal method, non-monetary assets were converted to the presentation currency using historical foreign exchange rates and the resulting difference between the translation of the balance sheet and income statement was recorded in the statement of operations.

Under IFRS, the temporal method is not recognized and translation occurs using the equivalent of the current rate method under Canadian GAAP. Under this method, all assets and liabilities are treated as monetary and translated to the presentation currency using the foreign exchange rate at the end of the reporting period. Differences between the translation of the balance sheet and the statement of operations are accumulated in an account in equity. The change in translation methodology has resulted in some significant changes in the presentation currency amounts for the Company’s Zambian subsidiary and has also resulted in the reversal of translation foreign exchange income (expense) in the statement of income (loss).

f) Acquisition of OmegaCorp Limited

The Company completed the acquisition of OmegaCorp Limited in 2007 under which it acquired its Zambian subsidiary. Under Canadian GAAP at the time, the Company treated the transaction as an asset acquisition and was required to gross-up the Mutanga project mineral property value and the deferred tax liability by an equal and offsetting amount. In 2009, the Company impaired the value of the Mutanga project to its fair value at the time. As at January 1, 2010, a portion of the deferred tax liability associated with the initial acquisition of the Mutanga project in 2007 still remained under Canadian GAAP. This remaining deferred tax liability has been reversed on the transition to IFRS as IAS 12 does not permit the recognition of a deferred tax liability on the initial recognition of an asset in a transaction that is not a business combination.

g) Flow-through share accounting

Under Canadian GAAP, the Company would record the gross proceeds relating to flow-through shares to share capital at the time of issuance. It would then record a charge (reduction) to share capital at the time the tax benefits of the flow-through shares were renounced to the subscribers. The charge was calculated by multiplying the amount of the renounced tax benefits (which are equal to the proceeds of the flow-through share issue) by the effective tax rate at the time. The offset would go to the deferred tax liability to reflect the fact that the Company could no longer use the tax attributes for its benefit.

Under IFRS, the proceeds from issuing flow-through shares are allocated between the offering of shares and the sale of tax benefits. The allocation is based on the difference (“premium”) between the quoted price of the Company’s existing shares, at the date of closing, and the amount the investor pays for the actual flow-through shares. A liability is recognized for the premium, and is extinguished when the tax effect of the temporary differences, resulting from the renunciation, is recorded. The difference between the liability and the value of the tax assets renounced is recorded as a deferred tax expense. There is no subsequent reduction in share capital.

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h) Other transitional items

The income statement has been adjusted for the following additional items not discussed above:

• Depreciation expense — increase due to componentization adjustments on assets at the McClean Lake and White Mesa mills;

• Reclamation asset amortization and liability adjustments — Upon transition, the Company impaired the value of its reclamation assets to nil. As a result, any resulting amortization has been reversed. The change in the net asset value of the reclamation assets has also impacted the amount of the liability adjustment recorded under Canadian GAAP at December 31, 2010;

• Gain / loss on asset disposals — the Company has reversed plant and equipment impairment charges recorded in fiscal 2010 and recalculated the gain / loss on plant and equipment disposals as a result of having adjusted carrying values for its plant and equipment assets;

In preparing its IFRS balance sheets for fiscal 2010, the Company has adjusted amounts previously reported in financial statements prepared in accordance with Canadian GAAP. An explanation of how the transition from Canadian GAAP to IFRS has affected the Company’s balance sheets is set out in the following tables and notes that accompany the tables:

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a) Reconciliation of Consolidated Balance Sheets from Canadian GAAP to IFRS:

As at June 30, 2010

		Canadian						IFRS
(in thousands)	Table	GAAP			ADJUST			GAAP
ASSETS
Current
Cash and cash equivalents		$	21,992		$	—		$	21,992
Trade and other receivables			13,110			—			13,110
Inventories	A		59,893			(2,741	)		57,152
Prepaid expenses and other	B		878			(5	)		873
			95,873			(2,746	)		93,127
Non-Current
Inventories — ore in stockpiles			1,087			—			1,087
Investments			5,720			—			5,720
Prepaid expenses and other			190			3			193
Restricted cash and investments			22,228			—			22,228
Property, plant and equipment	C		685,498			(363,250	)		322,248
Intangibles			3,962			—			3,962
Goodwill	D		50,374			(50,374	)		—
Total assets		$	864,932			(416,367	)	$	448,565
LIABILITIES
Current
Accounts payable and accrued liabilities	E	$	13,055		$	—		$	13,055
Current portion of long-term liabilities:
Post-employment benefits			376			—			376
Reclamation obligations			742			—			742
Debt obligations			294			—			294
Other long-term liabilities			309			—			309
			14,776			—			14,776
Non-Current
Deferred revenue			3,558			—			3,558
Post-employment benefits			3,409			—			3,409
Reclamation obligations			17,100			—			17,100
Debt obligations			220			—			220
Other long-term liabilities			1,039			—			1,039
Deferred income tax liability	F		98,483			(85,409	)		13,074
Total liabilities			138,585			(85,409	)		53,176
EQUITY
Share capital	G		849,135			1,197			850,332
Share purchase warrants			5,830			—			5,830
Contributed surplus			40,760			—			40,760
Deficit
Opening	H		(242,494	)		(260,987	)		(503,481	)
Net income (loss)	J		7,583			1,982			9,565
Accumulated other comprehensive income
Opening	I		75,482			(71,898	)		3,584
Comprehensive income (loss)	J		(9,949	)		(1,252	)		(11,201	)
Total equity			726,347			(330,958	)		395,389
Total liabilities and equity		$	864,932		$	(416,367	)	$	448,565

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As at December 31, 2010

		Canadian						IFRS
(in thousands)	Table	GAAP			ADJUST			GAAP
ASSETS
Current
Cash and cash equivalents		$	97,554		$	—		$	97,554
Trade and other receivables			20,236			—			20,236
Inventories	A		32,387			(3,254	)		29,133
Prepaid expenses and other	B		1,917			(7	)		1,910
			152,094			(3,261	)		148,833
Non-Current
Inventories — ore in stockpiles			2,204			—			2,204
Investments			2,955			—			2,955
Prepaid expenses and other			104			3			107
Restricted cash and investments			22,946			—			22,946
Property, plant and equipment	C		714,458			(372,294	)		342,164
Intangibles			3,794			—			3,794
Goodwill	D		53,919			(53,919	)		—
Total assets		$	952,474			(429,471	)	$	523,003
LIABILITIES
Current
Accounts payable and accrued liabilities	E	$	13,753		$	—		$	13,753
Current portion of long-term liabilities:
Post-employment benefits			402			—			402
Reclamation obligations			641			—			641
Debt obligations			200			—			200
Other long-term liabilities			—			—			—
			14,996			—			14,996
Non-Current
Deferred revenue			3,339			—			3,339
Post-employment benefits			3,617			—			3,617
Reclamation obligations			16,924			—			16,924
Debt obligations			205			—			205
Other long-term liabilities			1,105			—			1,105
Deferred income tax liability	F		106,183			(92,775	)		13,408
Total liabilities			146,369			(92,775	)		53,594
EQUITY
Share capital	G		910,484			1,197			911,681
Share purchase warrants			5,830			—			5,830
Contributed surplus			41,658			—			41,658
Deficit
Opening	H		(242,494	)		(260,987	)		(503,481	)
Net income (loss)	J		(14,235	)		8,889			(5,346	)
Accumulated other comprehensive income
Opening	I		75,482			(71,898	)		3,584
Comprehensive income (loss)	J		29,380			(13,897	)		15,483
Total equity			806,105			(336,696	)		469,409
Total liabilities and equity		$	952,474		$	(429,471	)	$	523,003

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b) Reconciliation Tables of Consolidated Balance Sheet Line Items from Canadian GAAP (“CGAAP”) to IFRS:

Table A-Inventories-current

		June 30,			December 31,
(in thousands)	Notes	2010			2010
Balance-CGAAP		$	59,893		$	32,387
Change in absorption	4c		(8,664	)		(14,948	)
Change in cost of goods sold	4c		3,444			11,690
Change in NRV provisions	4c		2,479			4
Balance-IFRS		$	57,152		$	29,133

Table B-Prepaid expenses and other

		June 30,			December 31,
(in thousands)	Notes	2010			2010
Balance-CGAAP		$	878		$	1,917
Translation methodology	4e		(5	)		(7	)
Balance-IFRS		$	873		$	1,910

Table C-Property, plant and equipment

		June 30,			December 31,
(in thousands)	Notes	2010			2010
Balance-CGAAP		$	685,498		$	714,458
Transition impairment	4c		(322,447	)		(340,875	)
Change in translation methodology	4e		(49,833	)		(47,084	)
Change in depreciation, amortization	4c,h		8,677			14,718
Change in exploration absorption	4d		(41	)		(96	)
Change in disposals and other	4h		394			1,043
Balance-IFRS		$	322,248		$	342,164

Table D-Goodwill

		June 30,			December 31,
(in thousands)	Notes	2010			2010
Balance-CGAAP		$	50,374		$	53,919
Transition impairment	4c		(50,374	)		(53,919	)
Balance-IFRS		$	—		$	—

Table E-Accounts payable and accrued liabilities

		June 30,		December 31,
(in thousands)	Notes	2010		2010
Balance-CGAAP		$	13,055	$	13,753
Flow-through share premium liability	4g		—		—
Balance-IFRS		$	13,055	$	13,753

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Table F-Deferred tax liability

		June 30,			December 31,
(in thousands)	Notes	2010			2010
Balance-CGAAP		$	98,483		$	106,183
Transition impairment-tax effect	4c		(70,444	)		(75,401	)
Acquisition tax liability un-wind	4f		(18,763	)		(19,433	)
Other adjustments			3,798			2,059
Balance-IFRS		$	13,074		$	13,408

Table G-Share capital

		June 30,		December 31,
(in thousands)	Notes	2010		2010
Balance-CGAAP		$	849,135	$	910,484
Flow-through shares — life-to-date adjustment to US GAAP on transition	4g		848		848
Reverse flow-through share renunciation recorded under Canadian GAAP	4g		349		349
Balance-IFRS		$	850,332	$	911,681

Table H-Deficit-opening

		June 30,			December 31,
(in thousands)	Notes	2010			2010
Balance-CGAAP		$	(242,494	)	$	(242,494	)
Transition impairments
Property, plant and equipment	4c		(325,848	)		(325,848	)
Goodwill	4c		(51,028	)		(51,028	)
Deferred tax	4c		70,701			70,701
Translation methodology
Prepaids and other current assets	4e		(3	)		(3	)
Property, plant and equipment	4e		(43,795	)		(43,795	)
Acquisition tax liability un-wind	4f		20,218			20,218
Flow-through share adjustments	4g		(1,067	)		(1,067	)
Other			(2,063	)		(2,063	)
Reset of cumulative translation account	4b		71,898			71,898
Balance-IFRS		$	(503,481	)	$	(503,481	)

Table I-Accumulated other comprehensive income-opening

		June 30,			December 31,
(in thousands)	Notes	2010			2010
Balance-CGAAP		$	75,482		$	75,482
Reclass CTA to retained earnings on transition	4b		(71,898	)		(71,898	)
Balance-IFRS		$	3,584		$	3,584

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Table J-Net income (loss) and Comprehensive income (loss)

		Three months			Six months			Twelve months
		June 30,			June 30,			December 31,
(in thousands)	Notes	2010			2010			2010
Net income (loss)-CGAAP		$	16,672		$	7,583		$	(14,235	)
Operations
Depreciation expense	4c,h		(443	)		(884	)		(1,820	)
Mineral property amortization	4c		5,617			9,670			16,082
Concentrate absorption change	4c		(5,206	)		(8,862	)		(14,658	)
COGS change	4c		3,503			3,556			11,422
NRV provision changes	4c		(1,995	)		2,517			(18	)
Reclamation asset amortization	4h		27			87			174
Reclamation liability adjustment	4h		—			—			330
Exploration
Exploration absorption	4d		(31	)		(43	)		(92	)
Other expense (income)
Gain/loss on asset disposals	4h		226			406			692
Foreign exchange — translational	4e		(1,924	)		(3,194	)		(3,923	)
Taxes
Future taxes			298			(1,271	)		700
Net income (loss)-IFRS		$	16,744		$	9,565		$	(5,346	)
Comprehensive income (loss)-CGAAP			(14,856	)		(2,366	)		15,145
Change in net income (loss)			72			1,982			8,889
Change in foreign currency translation			7,726			(1,252	)		(13,897	)
Comprehensive income (loss)-IFRS		$	(7,058	)	$	(1,636	)	$	10,137

Table K-Consolidated Statement of Cash Flow adjustments

		Six months			Twelve months
		June 30,			December 31,
(in thousands)		2010			2010
Net cash provided by (used in) operating activities:
Under Canadian GAAP		$	14,395		$	35,551
Change in exploration absorption	4d		(43	)		(93	)
Under IFRS		$	14,352		$	35,458
Net cash provided by (used in) investing activities:
Under Canadian GAAP		$	(11,577	)	$	(19,472	)
Change in exploration absorption	4d		43			93
Under IFRS		$	(11,534	)	$	(19,379	)

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5. ACQUISITION OF WHITE CANYON URANIUM LIMITED

On June 17, 2011, Denison’s offer to acquire all of the outstanding shares of White Canyon Uranium Limited (“WCU”) closed with 96.98% of shares outstanding accepting the offer. Compulsory acquisition proceedings to acquire the remaining shares of White Canyon were initiated on June 20, 2011 and are expected to be completed in early August, 2011.

Denison’s cash offer of AUD $0.24 per WCU share has resulted in a total purchase price of USD$61,027,000 (AUD$57,163,000). All of this amount has been accrued for at June 30, 2011 in the “Business acquisition liability” line on the consolidated balance sheet.

This transaction has been accounted for as a business combination with Denison as the acquirer. The allocation of the purchase price has not been finalized as at the date these interim condensed consolidated financial statements were issued as management is in the process of determining the fair values of identifiable assets acquired and liabilities assumed, measuring the associated deferred income tax assets and liabilities, and determining the value of goodwill, if any. A provisional allocation of the purchase price is as follows:

	White Canyon
	Fair Value
	June 30,
(in thousands)	2011
Cash and cash equivalents	$	1,323
Trade and other receivables		158
Inventories
Ore-in-stockpiles		3,715
Uranium concentrates and work-in-progress		584
Prepaid expenses and other		42
Restricted cash and investments		147
Property, plant and equipment
Plant and equipment		26
Mineral properties		57,095
Goodwill		12,350
Total assets		75,440
Accounts payable and accrued liabilities		1,982
Reclamation obligations		81
Deferred income tax liability		12,350
Total liabilities		14,413
Net assets purchased	$	61,027

WCU’s key assets are located in southeastern Utah, near Denison’s White Mesa mill. Its holdings comprise 100% interests in the Daneros producing mine, the Lark Royal advanced project and the Thompson, Geitus, Blue Jay and Marcy Look exploration projects in the Red Canyon district. WCU commenced production of uranium ore in December 2009 from its 100% owned Daneros uranium mine.

The total transaction costs incurred relating to the acquisition and included in general and administrative expenses for the six months ended June 30, 2011 amounted to $1,293,000.

The Company will include the financial results of WCU as part of its USA mining segment. The statement of income (loss) for the period ending June 30, 2011 does not include any results of WCU. The following unaudited pro forma summary presents Denison’s consolidated results as if WCU had been acquired on January 1, 2011. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.

- 16 -

			Net income
(in thousands)	Revenue		(loss)
As reported for the period	$	43,761	$	(20,816	)
Adjustments to revenue (1)		7,155		—
Adjustments to net income (loss) (2)		—		(3,882	)
Pro forma amounts for the period	$	50,916	$	(24,698	)

(1)

Revenue adjustments include WCU’s revenue for the six month period ending June 30, 2011 adjusted to eliminate revenue transactions between the Denison and the WCU corporate groups;

(2)

Net income (loss) adjustments include revenue adjustments above, WCU’s net income (loss) for the six month period ending June 30, 2011 and the following additional items: a) reversal of WCU transaction costs incurred by Denison relating to the acquisition; b) reversal of WCU transaction costs incurred by WCU related to the acquisition; c) adjustments to WCU’s financial results to conform to Denison’s policy of expensing exploration; d) adjustments to WCU’s financial results to conform to Denison’s policy of translating intercompany advances;

6. TRADE AND OTHER RECEIVABLES

The trade and other receivables balance consists of:

	At June 30		At December 31
(in thousands)	2011		2010
Trade receivables — mineral concentrate sales	$	2,960	$	5,631
Trade receivables — other		2,882		6,903
Receivables in joint ownership arrangements		636		375
Sales tax receivables		403		228
Sundry receivables		86		6,242
Notes and lease receivables		90		857
	$	7,057	$	20,236

7. INVENTORIES

The inventories balance consists of:

	At June 30		At December 31
(in thousands)	2011		2010
Uranium concentrates and work-in-progress	$	36,439	$	6,707
Vanadium concentrates and work-in-progress (1)		837		4,198
Inventory of ore in stockpiles		9,748		14,772
Mine and mill supplies		5,034		5,660
	$	52,058	$	31,337
Inventories — by duration:
Current	$	49,785	$	29,133
Long-term — ore in stockpiles		2,273		2,204
	$	52,058	$	31,337

(1) The vanadium concentrates and work-in-progress inventory is presented net of a provision of $232,000 as at June 30, 2011 and $17,000 as at December 31, 2010.

Operating expenses include write-downs of $215,000 and recoveries of $9,962,000 relating to the net realizable value of the Company’s uranium and vanadium inventories for the six months ended June 2011 and June 2010, respectively.

Long-term ore in stockpile inventory represents an estimate of the amount of ore on the stockpile in excess of the next 12 months of planned mill production.

- 17 -

8. INVESTMENTS

The investments balance consists of:

	At June 30		At December 31
(in thousands)	2011		2010
Investments:
Available for sale securities at fair value	$	943	$	2,955
	$	943	$	2,955

At June 30, 2011, investments consist of equity instruments of three publicly-traded companies at a fair value of $943,000 (December 31, 2010: $2,955,000).

Investment Impairments

During the six months ended June 2011, the Company has taken impairment charges of $896,000 on its investments. The resulting loss has been included in “other income (expense)” in the statement of operations (see Note 19).

9. 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 June 30		At December 31
(in thousands)	2011		2010
Cash	$	147	$	504
Cash equivalents		330		6,459
Investments		25,857		15,893
	$	26,334	$	22,946
Restricted cash and investments — by item:
U.S. mill and mine reclamation	$	23,820	$	20,315
Elliot Lake reclamation trust fund		2,367		2,631
White Canyon Uranium bond funds (note 5)		147		—
	$	26,334	$	22,946

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 six months ended June 2011, the Company has deposited $3,200,000 of additional monies into its collateral account.

Elliot Lake Reclamation Trust Fund

The Company has the obligation to maintain its decommissioned Elliot Lake uranium mine pursuant to a Reclamation Funding Agreement effective September 30, 1994 (“Agreement”) with the Governments of Canada and Ontario. The Agreement requires the Company to deposit 90% of cash flow, after deducting permitted expenses, into the Reclamation Trust Fund. A subsequent amendment to the Agreement provides for the suspension of this obligation to deposit 90% of cash flow into the Reclamation Trust Fund, provided funds are maintained in the Reclamation Trust Fund equal to estimated reclamation spending for the succeeding six calendar years, less interest expected to accrue on the funds during the period. Withdrawals from this Reclamation Trust Fund can only be made with the approval of the Governments of Canada and Ontario to fund Elliot Lake monitoring and site restoration costs. During the six months ended June 2011, the Company has deposited an additional $451,000 (CAD$445,000) into the Elliot Lake Reclamation Trust Fund and withdrew $813,000 (CAD$796,000).

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10. PROPERTY, PLANT AND EQUIPMENT

The property, plant and equipment balance consists of:

	At June 30			At December 31
(in thousands)	2011			2010
Plant and equipment:
Cost	$	176,422		$	171,782
Construction-in-progress		24,345			21,375
Accumulated depreciation		(49,458	)		(43,314	)
Net book value	$	151,309		$	149,843
Mineral properties:
Cost	$	262,157		$	193,727
Accumulated amortization		(3,380	)		(1,406	)
Net book value	$	258,777		$	192,321
Net book value	$	410,086		$	342,164

The property, plant and equipment continuity summary is as follows:

				Accumulated
				Amortization /			Net
	Cost			Depreciation			Book Value
Plant and equipment:
Balance — December 31, 2010	$	193,157		$	(43,314	)	$	149,843
Additions — acquisition related (note 5)		70			(44	)		26
Additions		5,113			—			5,113
Amortization		—			(36	)		(36	)
Depreciation		—			(6,177	)		(6,177	)
Disposals		(546	)		425			(121	)
Foreign exchange		2,973			(312	)		2,661
Balance — June 30, 2011	$	200,767		$	(49,458	)	$	151,309
Mineral properties:
Balance — December 31, 2010	$	193,727		$	(1,406	)	$	192,321
Additions — acquisition related (note 5)		57,095			—			57,095
Additions		9,326			—			9,326
Amortization		—			(1,966	)		(1,966	)
Foreign exchange		2,009			(8	)		2,001
Balance — June 30, 2011	$	262,157		$	(3,380	)	$	258,777

Plant and Equipment-Mining

The Company has a 100% interest in the White Mesa mill located in Utah and mines located in Arizona, Colorado and Utah. Mined ore from these mines is processed at the White Mesa mill.

The Company has a 22.5% interest in the McClean Lake mill and mines located in the Athabasca Basin of Saskatchewan, Canada. The mill is currently on stand-by and is scheduled to remain so throughout 2011 and into 2012. A toll milling agreement has been signed with the participants in the Cigar Lake joint venture that provides for the processing of a substantial portion of the future output of the Cigar Lake mine at the McClean Lake mill, for which the owners of the McClean Lake mill will receive a toll milling fee and other benefits. In determining the amortization rate for the McClean Lake mill, the amount to be amortized has been adjusted to reflect Denison’s expected share of future toll milling mill feed.

Plant and Equipment — Services and Other

The environmental services division of the Company provides mine decommissioning and decommissioned site monitoring services for third parties.

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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. Exploration projects are expensed.

The most significant of the Company’s mineral property interests are as follows:

Canada

The Company has a 22.5% interest in the McClean Lake project and a 25.17% interest in the Midwest project located in the Athabasca Basin of Saskatchewan, Canada. These projects are in the development stage.

Other significant mineral property interests that the Company has in Canada but which are not yet in the development stage include:

a)	Wheeler River — the Company has a 60% interest in the project (located in the Athabasca Basin);
b)	Moore Lake — the Company has a 75% interest in the project (located in the Athabasca Basin) subject to a 2.5% net smelter return royalty;
c)	Wolly — the Company has a 22.5% interest in the project (located in the Athabasca Basin); and
d)	Park Creek — In the first quarter of 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 CAD$2,800,000 over three years to earn an initial 49% interest and a further CAD$3,000,000 over six years to earn an additional 26% interest. As at June 30, 2011, the Company has incurred a total of CAD$4,219,000 towards the option and has earned a 49% ownership interest in the project under the phase-in ownership provisions of the agreement.

United States

The Company has 100% interests in various mines in the Colorado Plateau, Arizona Strip and Henry Mountains mining districts located in Colorado, Arizona and Utah which are either in operations, development or on standby.

In June 2011, the Company acquired certain uranium deposits located in the Red Canyon district in Utah in conjunction with its purchase of WCU (see note 5).

Mongolia

The Company has a 70% interest in and is the managing partner of the Gurvan Saihan Joint Venture in Mongolia. The results of the Gurvan Saihan Joint Venture have been included in these financial statements on a consolidated basis since the Company exercises control.

Zambia

The Company has a 100% interest in the Mutanga project located in Zambia.

11. INTANGIBLES

Intangibles consist of:

	June 30			December 31
(in thousands)	2011			2010
Cost	$	7,672		$	7,439
Accumulated amortization		(4,220	)		(3,645	)
Net book value	$	3,452		$	3,794
Net book value-by item:
UPC management services agreement		3,452			3,794
Net book value	$	3,452		$	3,794

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The intangibles continuity summary is as follows:

			Accumulated			Net
	Cost		Amortization			Book Value
Balance — December 31, 2010	$	7,439	$	(3,645	)	$	3,794
Amortization		—		(455	)		(455	)
Foreign exchange		233		(120	)		113
Balance — June 30, 2011	$	7,672	$	(4,220	)	$	3,452

UPC Management Services Agreement

The UPC management services agreement is associated with the acquisition of DMI in 2006. The contract is being amortized over its eight year estimated useful life.

12. POST-EMPLOYMENT BENEFITS

The Company provides post employment benefits for former Canadian employees who retired on immediate pension prior to 1997. The post employment benefits provided include life insurance and medical and dental benefits as set out in the applicable group policies but does not include pensions. No post employment benefits are provided to employees outside the employee group referenced above. The post employment benefit plan is not funded.

The effective date of the most recent actuarial valuation of the accrued benefit obligation is December 1, 2008. The amount accrued is based on estimates provided by the plan administrator which are based on past experience, limits on coverage as set out in the applicable group policies and assumptions about future cost trends. The significant assumptions used in the valuation are listed below.

Discount rate	7.50	%
Initial medical cost growth rate per annum	11.00	%
Medical cost growth rate per annum decline to	5.00	%
Year in which medical cost growth rate reaches its final level	2014
Dental cost growth rate per annum	4.00	%

Post-employment benefits consist of:

	June 30		December 31
(in thousands)	2011		2010
Accrued benefit obligation	$	3,898	$	3,820
Unamortized experience gain		194		199
	$	4,092	$	4,019
Post-employment benefits liability-by duration:
Current	$	415	$	402
Non-current		3,677		3,617
	$	4,092	$	4,019

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The post-employment benefits continuity summary is as follows:

	Six Months
	Ended
(in thousands)	June 30, 2011
Opening	$	4,019
Benefits paid		(185	)
Interest cost		144
Amortization of experience gain		(12	)
Foreign exchange		126
	$	4,092

The unamortized experience gain is being amortized on a straight-line basis over the average life expectancy of the retiree group of 10.7 years as per the December 1, 2008 actuarial valuation.

13. RECLAMATION OBLIGATIONS

The reclamation obligations balance consists of:

	At June 30		At December 31
(in thousands)	2011		2010
Reclamation liability — by location:
U.S Mill and Mines	$	6,602	$	6,383
Elliot Lake		9,626		9,451
McClean and Midwest Joint Ventures		1,844		1,731
White Canyon Uranium (note 5)		81		—
	$	18,153	$	17,565
Reclamation and remediation liability — by duration:
Current		662		641
Non-current		17,491		16,924
	$	18,153	$	17,565

The reclamation obligations continuity summary is as follows:

	Six Months
	Ended
(in thousands)	June 30, 2011
Opening	$	17,565
Acquisition related additions (note 5)		81
Accretion		589
Expenditures incurred		(430	)
Foreign exchange		348
	$	18,153

Site Restoration: U.S. Mill and Mines

The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted at rates ranging from 6.19% to 7.17%. As at December 31, 2010, the undiscounted amount of estimated future reclamation costs is $34,972,000. Reclamation costs are expected to be incurred between 2012 and 2040.

- 22 -

Site Restoration: Elliot Lake

The Elliot Lake uranium mine was closed in 1992 and capital works to decommission this site were completed in 1997. The remaining provision is for the estimated cost of monitoring the Tailings Management Areas at the Company and Stanrock sites and for treatment of water discharged from these areas. The Company conducts its activities at both sites pursuant to decommissioning licenses issued by the Canadian Nuclear Safety Commission. The above accrual represents the Company’s best estimate of the present value of the total future reclamation cost based on assumptions as to levels of treatment, which will be required in the future, discounted at 6.48%. As at December 31, 2010, the undiscounted amount of estimated future reclamation costs is $51,080,000 (CAD$50,806,000).

Spending on restoration activities at the Elliot Lake site is funded from monies in the Elliot Lake Reclamation Trust fund (see note 9).

Site Restoration: McClean Lake Joint Venture and Midwest Joint Venture

The McClean Lake and Midwest operations are subject to environmental regulations as set out by the Saskatchewan government and the Canadian Nuclear Safety Commission. Cost estimates of the estimated future decommissioning and reclamation activities are prepared periodically and filed with the applicable regulatory authorities for approval. The above accrual represents the Company’s best estimate of the present value of the future reclamation cost contemplated in these cost estimates discounted at 6.48%. As at December 31, 2010, the undiscounted amount of estimated future reclamation costs is $19,705,000 (CAD$19,599,000). Reclamation costs are expected to be incurred between 2025 and 2052.

Under the Mineral Industry Environmental Protection Regulations (1996), the Company is required to provide its pro-rata share of financial assurances to the province. As at June 30, 2011, the Company has provided irrevocable standby letters of credit, from a chartered bank, in favour of Saskatchewan Environment, totalling CAD$9,698,000.

14. DEBT OBLIGATIONS

Debt obligations consist of:

	At June 30		At December 31
(in thousands)	2011		2010
Notes payable and other financing	$	270	$	405
	$	270	$	405
Debt obligations, by duration:
Current		113		200
Non-current		157		205
	$	270	$	405

Revolving Line of Credit

In June 2011, the Company entered into a $35,000,000 revolving term credit facility (the “facility”) with the Bank of Nova Scotia. The maturity date of the facility is June 29, 2012. This facility replaced a previously existing $60,000,000 revolving term facility.

The facility contains one financial covenant based on maintaining a certain level of tangible net worth. It also has a defined working capital borrowing base calculation that sets limits on the amount of borrowings that the Company can have drawn under the facility at any given time.

DMC 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 DMC’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.

- 23 -

Interest payable under the facility is bankers acceptance or LIBOR rate plus a margin or prime rate plus a margin. The facility is subject to standby fees.

As at June 30, 2011, the Company has no outstanding borrowings under the facility (December 31, 2010 — $Nil). At June 30, 2011, approximately $10,055,000 of the facility is being utilized as collateral for certain letters of credit and is not available to draw upon (December 31, 2010 - $19,816,000). During the six months ending June 30, 2011, the Company has not incurred any interest under the facility.

The Company has deferred $122,000 (CAD$118,000) of incremental costs associated with the set-up of the facility. These costs are being amortized over the one year term of the facility. The unamortized portion of the asset is included in “prepaid expenses and other” on the consolidated balance sheet.

15. OTHER LONG-TERM LIABILITIES

Other long-term liabilities consist of:

	At June 30		At December 31
(in thousands)	2011		2010
Unamortized fair value of toll milling contracts	$	1,037	$	1,005
Other		100		100
	$	1,137	$	1,105
Other long-term liabilities — by duration:
Non-current		1,137		1,105
	$	1,137	$	1,105

16. 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
(in thousands except share amounts)	Shares		Amount
Balance at December 31, 2010		366,200,665	$	911,681
Issued for cash:
New issue gross proceeds		18,300,000		66,024
New issue gross issue costs		—		(3,950	)
Exercise of stock options		160,250		328
Fair value of stock options exercised		—		189
		18,460,250		62,591
Balance at June 30, 2011		384,660,915	$	974,272

New issues

In March 2011, the Company completed a financing of 18,300,000 common shares at a price of CAD$3.55 per share for gross proceeds of $66,024,000 (CAD$64,965,000).

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 June 30, 2011, the Company estimates that it has spent CAD$3,587,000 of its CAD$4,200,000 December 2010 flow-through share obligation. The Company renounced the income tax benefit of this issue to its subscribers in February 2011.

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17. 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, 2010		6,408,000		$	5,830
Warrants expired — March 2006 Series (1)		(6,408,000	)		(5,830	)
Balance at June 30, 2011		—		$	—

(1) The March 2006 series had 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 expired on March 1, 2011.

18. 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 June 30, 2011, an aggregate of 13,793,200 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 Toronto Stock Exchange (“TSX”) on the last trading day immediately preceding the date of grant. In general, stock options granted under the Plan have five year terms and vesting periods up to thirty months.

A continuity summary of the stock options of the Company granted under the Plan is presented below:

				Weighted-
				Average
				Exercise
	Number of			Price per
	Common			Share
	Shares			(CAD$)
Stock options outstanding — beginning of period		6,286,089		$	2.61
Granted		1,902,000			3.18
Exercised (1)		(160,250	)		2.04
Forfeitures		(63,500	)		2.76
Expiries		(89,825	)		6.71
Stock options outstanding — end of period		7,874,514		$	2.71
Stock options exercisable — end of period		4,128,264		$	2.85

(1) The weighted average share price on the TSX at the date of exercise was CAD$3.53.

- 25 -

A summary of the Company’s stock options outstanding at June 30, 2011 is presented below:

	Weighted				Weighted-
	Average				Average
	Remaining				Exercise
Range of Exercise	Contractual		Number of		Price per
Prices per Share	Life		Common		Share
(CAD$)	(Years)		Shares		(CAD$)
Stock options outstanding
$1.37 to $2.49		2.97		4,996,376	$	1.99
$2.50 to $4.99		4.64		1,978,199		3.21
$5.00 to $7.49		4.08		819,939		5.40
$7.50 to $8.50		1.88		80,000		7.95
Stock options outstanding — end of period		3.49		7,874,514	$	2.71

Options outstanding at June 30, 2011 expire between July 2011 and October 2016.

The following table outlines the range of assumptions used in the Black-Scholes option pricing model to determine the fair value of options granted for the period:

	Six Months
	Ended
	June 30, 2011
Risk-free interest rate		2.23% – 2.34	%
Expected stock price volatility		90.7% – 92.4	%
Expected life	3.7 years
Expected forfeitures		5.8	%
Expected dividend yield		—
Fair value per share under options granted	CAD$1.31 – CAD$2.04

Stock-based compensation is included as a component of general and administrative expense in the statement of income and is $1,041,000 and $1,648,000 for the three and six months ended June 30, 2011 and $443,000 and $838,000 for the three months and six months ended June 30, 2010.

The fair values of stock options with vesting provisions are amortized on a straight-line graded method basis as stock-based compensation expense over the applicable vesting periods. At June 30, 2011, the Company had an additional $3,262,000 in stock-based compensation expense to be recognized periodically to May 2013.

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19. SUPPLEMENTAL FINANCIAL INFORMATION

The elements of operating expenses in the statement of income (loss) are as follows:

	Three Months Ended						Six Months Ended
	June 30			June 30			June 30			June 30
(in thousands)	2011			2010			2011			2010
Cost of goods and services sold:
COGS — mineral concentrates	$	(13,225	)	$	(22,250	)	$	(33,478	)	$	(40,625	)
Operating Overheads:
Mining, development expense:
-Depreciation		(1,390	)		(1,408	)		(2,753	)		(2,824	)
-All other		(8,328	)		(7,459	)		(16,659	)		(15,021	)
Milling, conversion expense:
-Depreciation		(1,493	)		(1,734	)		(3,069	)		(3,463	)
-All other		(17,900	)		(14,012	)		(43,566	)		(24,731	)
Mill feed cost:
-Stockpile depletion		(10,728	)		(10,478	)		(19,351	)		(13,293	)
-Mineral property amortization		(1,202	)		(321	)		(1,966	)		(463	)
Less absorption:
-Stockpiles, mineral properties		9,508			8,227			19,047			17,009
-Concentrates		31,255			26,124			67,740			40,045
Cost of services		(3,655	)		(3,191	)		(7,290	)		(6,822	)
Inventory—non-cash adjustments		493			2,478			(881	)		9,697
Cost of goods and services sold		(16,665	)		(24,024	)		(42,226	)		(40,491	)
Reclamation—accretion, adjustments		(314	)		(327	)		(625	)		(653	)
Post-employment—accretion, adjustments		(67	)		(61	)		(133	)		(141	)
Selling expenses		(483	)		(260	)		(1,032	)		(619	)
Sales royalties and capital taxes		(112	)		(1,053	)		(112	)		(1,287	)
Operating expenses	$	(17,641	)	$	(25,725	)	$	(44,128	)	$	(43,191	)

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

	Three Months Ended						Six Months Ended
	June 30			June 30			June 30			June 30
(in thousands)	2011			2010			2011			2010
Gains (losses) on:
Foreign exchange	$	(3,848	)	$	6,759		$	(6,415	)	$	496
Disposal of property, plant and equipment		56			226			49			226
Investment disposals		—			794			—			916
Investment other than temporary losses		(896	)		(4	)		(896	)		(181	)
Restricted cash and investments—fair value change		158			327			31			340
Contract settlement fee income		—			11,000			—			11,000
Other		(265	)		(95	)		445			94
Other income (expense)	$	(4,795	)	$	19,007		$	(6,786	)	$	12,891

The elements of finance income (expense) in the statement of income (loss) are as follows:

	Three Months Ended						Six Months Ended
	June 30			June 30			June 30			June 30
(in thousands)	2011			2010			2011			2010
Interest income	$	497		$	147		$	854		$	341
Interest expense		(1	)		(3	)		(82	)		(9	)
Finance income (expense)	$	496		$	144		$	772		$	332

- 27 -

A summary of employee benefits recognized in the statement of income (loss) is as follows:

	Three Months Ended				Six Months Ended
	June 30		June 30		June 30		June 30
(in thousands)	2011		2010		2011		2010
Salaries and short-term employee benefits	$	8,542	$	7,552	$	15,775	$	14,431
Share-based compensation		1,041		443		1,648		838
Employee benefits	$	9,583	$	7,995	$	17,423	$	15,269

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.

For the six months ended June 30, 2011, 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		7,693			27,724			—			—			8,344			43,761
Expenses:
Operating expenses		(7,827	)		(28,985	)		—			—			(7,316	)		(44,128	)
Mineral property exploration		(3,723	)		(50	)		(899	)		(969	)		—			(5,641	)
General and administrative		—			(2,281	)		(476	)		(452	)		(6,385	)		(9,594	)
		(11,550	)		(31,316	)		(1,375	)		(1,421	)		(13,701	)		(59,363	)
Segment income (loss)		(3,857	)		(3,592	)		(1,375	)		(1,421	)		(5,357	)		(15,602	)
Revenues — supplemental:
Uranium concentrates		7,693			16,870			—			—			—			24,563
Vanadium concentrates		—			10,701			—			—			—			10,701
Environmental services		—			—			—			—			7,131			7,131
Management fees and commissions		—			—			—			—			1,213			1,213
Alternate feed processing and other		—			153			—			—			—			153
		7,693			27,724			—			—			8,344			43,761
Capital additions:
Property, plant and equipment		426			11,629			747			174			1,463			14,439
Long-lived assets:
Plant and equipment
Cost		94,517			99,548			883			530			5,289			200,767
Accumulated depreciation		(9,204	)		(37,317	)		(559	)		(408	)		(1,970	)		(49,458	)
Mineral properties		75,762			93,272			81,190			8,553			—			258,777
Intangibles		—			—			—			—			3,452			3,452
Goodwill		—			12,350			—			—			—			12,350
		161,075			167,853			81,514			8,675			6,771			425,888

- 28 -

For the six months ended June 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		18,018			22,352			—			—			8,835			49,205
Expenses:
Operating expenses		(16,163	)		(20,163	)		—			—			(6,865	)		(43,191	)
Mineral property exploration		(3,125	)		(3	)		(11	)		(355	)		—			(3,494	)
General and administrative		—			(1,714	)		(552	)		(463	)		(4,133	)		(6,862	)
		(19,288	)		(21,880	)		(563	)		(818	)		(10,998	)		(53,547	)
Segment income (loss)		(1,270	)		472			(563	)		(818	)		(2,163	)		(4,342	)
Revenues — supplemental:
Uranium concentrates		18,018			15,972			—			—			—			33,990
Vanadium concentrates		—			6,244			—			—			—			6,244
Environmental services		—			—			—			—			7,155			7,155
Management fees and commissions		—			—			—			—			1,680			1,680
Alternate feed processing and other		—			136			—			—			—			136
		18,018			22,352			—			—			8,835			49,205
Capital additions:
Property, plant and equipment		637			15,276			759			219			139			17,030
Long-lived assets:
Plant and equipment
Cost		85,640			89,371			716			523			2,938			179,188
Accumulated depreciation		(8,191	)		(25,925	)		(368	)		(337	)		(1,685	)		(36,506	)
Mineral properties		68,153			25,798			77,355			8,260			—			179,566
Intangibles		—			—			—			—			3,962			3,962
		145,602			89,244			77,703			8,446			5,215			326,210

For the three months ended June 30, 2011, 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		7,693			5,177			—			—			4,123			16,993
Expenses:
Operating expenses		(7,295	)		(6,664	)		—			—			(3,682	)		(17,641	)
Mineral property exploration		(993	)		(14	)		(785	)		(664	)		—			(2,456	)
General and administrative		—			(1,112	)		(230	)		(257	)		(3,617	)		(5,216	)
		(8,288	)		(7,790	)		(1,015	)		(921	)		(7,299	)		(25,313	)
Segment income (loss)		(595	)		(2,613	)		(1,015	)		(921	)		(3,176	)		(8,320	)
Revenues — supplemental:
Uranium concentrates		7,693			—			—			—			—			7,693
Vanadium concentrates		—			5,122			—			—			—			5,122
Environmental services		—			—			—			—			3,647			3,647
Management fees and commissions		—			—			—			—			476			476
Alternate feed processing and other		—			55			—			—			—			55
		7,693			5,177			—			—			4,123			16,993

- 29 -

For the three months ended June 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		14,832			8,549			—			—			3,849			27,230
Expenses:
Operating expenses		(15,053			(7,450	)		—			—			(3,222	)		(25,725	)
Mineral property exploration		(1,709	)		—			(11	)		(77	)		—			(1,797	)
General and administrative		—			(817	)		(303	)		(252	)		(1,840	)		(3,212	)
		(16,762	)		(8,267	)		(314	)		(329	)		(5,062	)		(30,734	)
Segment income (loss)		(1,930	)		282			(314	)		(329	)		(1,213	)		(3,504	)
Revenues — supplemental:
Uranium concentrates		14,832			4,149			—			—			—			18,981
Vanadium concentrates		—			4,327			—			—			—			4,327
Environmental services		—			—			—			—			3,471			3,471
Management fees and commissions		—			—			—			—			378			378
Alternate feed processing and other		—			73			—			—			—			73
		14,832			8,549			—			—			3,849			27,230

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 six months ended June 2011, three customers from the mining segment and one customer from the services and other segment accounted for approximately 82% of total revenues. For the comparative six month period ended June 2010, three customers from the mining segment and one customer from the services and other segment accounted for approximately 71% of total revenues.

21. RELATED PARTY TRANSACTIONS

Uranium Participation Corporation

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

	Three Months Ended				Six Months Ended
	June 30		June 30		June 30		June 30
(in thousands)	2011		2010		2011		2010
Revenue:
Management fees	$	476	$	378	$	1,027	$	718
Commission and transaction fees		—		—		—		962
	$	476	$	378	$	1,027	$	1,680

At June 30, 2011, accounts receivable includes $246,000 due from UPC with respect to the fees and transactions indicated above.

On January 3, 2011, the Company borrowed 150,000 pounds of U₃O₈ from UPC pursuant to a uranium concentrate loan agreement between the parties. As collateral for the loan, the Company issued an irrevocable standby-letter of credit in favour of UPC in the amount of $12,045,000. On March 30, 2011, the Company returned 150,000 pounds of U₃O₈ to UPC. Loan fees incurred by the Company under the agreement were $91,000. As at June 30, 2011, the loan fees have been paid and the irrevocable standby-letter of credit has been cancelled.

- 30 -

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 June 2009. Pursuant to a strategic relationship agreement, KEPCO is entitled to subscribe for additional common shares in Denison’s future share offerings and require Denison to nominate two persons designated by KEPCO to Denison’s board of directors if KEPCO holds at least a 15% share interest in Denison (or one director if KEPCO’s share interest is between 5% and 15%). Currently, KEPCO’s interest in Denison has dropped to approximately 15.08%. Under the strategic relationship agreement, two representatives from KEPCO have been appointed to Denison’s board of directors as of the date hereof.

Other

During the six months ended June 2011, the Company has incurred management and administrative service fees and other expenses of $136,000 (six months ended June 2010: $42,000) with a company owned by the Chairman of the Company which provides corporate development, office premises, secretarial and other services. At June 30, 2011, an amount of $90,000 was due to this company.

Compensation of Key Management Personnel

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel includes the Company’s executive officers, vice-presidents and members of its Board of Directors.

Compensation awarded to key management personnel were as follows:

	Three Months Ended					Six Months Ended
	June 30		June 30			June 30		June 30
(in thousands)	2011		2010			2011		2010
Salaries and short-term employee benefits	$	506	$	467		$	1,122	$	1,134
Share-based compensation		566		133			868		253
Termination benefits		—		(5	)		—		150
Key management personnel compensation	$	1,072	$	595		$	1,990	$	1,537

22. INCOME TAXES

For the six months ended June 30, 2011, the Company has recognized deferred tax recoveries of $831,000. The deferred tax recovery includes the recognition of previously unrecognized Canadian tax assets of $1,461,000 associated with the taxation of the expired warrants during the first quarter of 2011.

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.

- 31 -

EX-99.8

Exhibit 8

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS

I, Ron F. Hochstein, President and Chief Executive Officer of Denison Mines Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Denison Mines Corp. (the “issuer”) for the interim period ended June 30, 2011.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control — Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR: Not applicable.

5.3 Limitation on scope of design: Not applicable.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2011 and ended on June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 4, 2011

(signed) Ron F. Hochstein

Name: Ron F. Hochstein

Title: President and Chief Executive Officer

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS

I, James R. Anderson, Executive Vice-President and Chief Financial Officer of Denison Mines Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Denison Mines Corp. (the “issuer”) for the interim period ended June 30, 2011.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control — Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR: Not applicable.

5.3 Limitation on scope of design: Not applicable.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2011 and ended on June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 4, 2011

(signed) James R. Anderson

Name: James R. Anderson

Title: Executive Vice-President and Chief Financial Officer