eh1400521_ex9903.htm

DENISON MINES CORP.
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in thousands of U.S. dollars except for share and per share amounts)
	Year Ended
	December 31			December 31
	2013			2012
				Restated (note 3)

REVENUES (note 23)	$	10,407		$	11,127

EXPENSES
Operating expenses (note 22, 23)		(8,811	)		(14,384	)
Mineral property exploration (note 23)		(13,682	)		(12,508	)
General and administrative (note 23)		(8,167	)		(10,475	)
Impairment of mineral properties (note 11)		(47,099	)		-
Other income (expense) (note 22)		(529	)		(2,676	)
		(78,288	)		(40,043	)
Income (loss) before finance charges		(67,881	)		(28,916	)

Finance income (expense) (note 22)		(532	)		(450	)
Income (loss) before taxes		(68,413	)		(29,366	)
Income tax recovery (expense) (note 17):
Current		51			318
Deferred		(15,473	)		3,577
Net income (loss) from continuing operations		(83,835	)		(25,471	)
Net income (loss) from discontinued operations, net of tax (note 5)		-			(92,493	)
Net income (loss) for the period	$	(83,835	)	$	(117,964	)

Items that may be reclassified to income (loss):
Comprehensive income (loss) from continuing operations:
Unrealized gain (loss) on investments-net of tax		286			80
Foreign currency translation change		(18,942	)		4,977
Comprehensive income (loss) from discontinued operations:
Unrealized gain (loss) on investments-net of tax		-			(46	)
Foreign currency translation change		-			(5,251	)
Comprehensive income (loss) for the period	$	(102,491	)	$	(118,204	)


Net income (loss) per share from continuing operations:
Basic and diluted	$	(0.19	)	$	(0.07	)

Net income (loss) per share from discontinued operations:
Basic and diluted	$	-		$	(0.24	)

Net income (loss) per share:
Basic and diluted	$	(0.19	)	$	(0.31	)


Weighted-average number of shares outstanding (in thousands):
Basic and diluted		440,895			385,352

The accompanying notes are an integral part of the consolidated financial statements

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DENISON MINES CORP.
Consolidated Statements of Changes in Equity
(Expressed in thousands of U.S. dollars)
	Year Ended
	December 31			December 31
	2013			2012
				Restated (note 3)
Share capital
Balance–beginning of period		979,124			974,312
Share issues-net of issue costs		13,627			6,556
Flow-through share premium		(332	)		(1,744	)
Shares issued on acquisition of JNR (note 5)		10,956			-
Shares issued on acquisition of Fission (note 5)		66,259			-
Shares issued on acquisition of Rockgate (note 5)		21,760			-
Share options exercised-cash		111			-
Share options exercised-non cash		98			-
Share purchase warrants exercised-cash		330			-
Share purchase warrants exercised–non-cash		211			-
Balance–end of period		1,092,144			979,124

Share purchase warrants
Balance–beginning of period		-			-
Warrants issued on acquisition of JNR (note 5)		17			-
Warrants assumed on acquisition of Fission (note 5)		827			-
Warrants exercised		(211	)		-
Warrants expired		(17	)		-
Balance–end of period		616			-

Contributed surplus
Balance–beginning of period		50,671			49,171
Stock-based compensation expense		903			1,500
Share options issued on acquisition of JNR (note 5)		131			-
Share options issued on acquisition of Fission (note 5)		1,321			-
Share options exercised-non-cash		(98	)		-
Warrants expired		17			-
Warrants expired–tax effect		(2	)		-
Balance–end of period		52,943			50,671

Deficit
Balance–beginning of period		(776,999	)		(579,640	)
Non-cash distribution of assets (note 5)		-			(79,395	)
Net loss		(83,835	)		(117,964	)
Balance-end of period		(860,834	)		(776,999	)

Accumulated other comprehensive income
Balance–beginning of period		10,927			11,167
Unrealized gain (loss) on investments		286			34
Foreign currency translation		(18,119	)		4,977
Foreign currency translation realized in net income		(823	)		(5,251	)
Balance–end of period		(7,729	)		10,927

Total Equity
Balance–beginning of period	$	263,723		$	455,010
Balance–end of period	$	277,140		$	263,723

The accompanying notes are an integral part of the consolidated financial statements

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DENISON MINES CORP.
Consolidated Statements of Cash Flow
(Expressed in thousands of U.S. dollars)
	Year Ended
	December 31			December 31
CASH PROVIDED BY (USED IN):	2013			2012
				Restated (note 3)
OPERATING ACTIVITIES
Net income (loss) for the period	$	(83,835	)	$	(117,964	)
Items not affecting cash:
Depletion, depreciation, amortization and accretion		651			19,283
Impairment – mineral properties (note 5)		47,099			54,471
Impairment – plant and equipment (note 5)		-			43,473
Impairment – investments		39			64
Stock-based compensation		903			1,500
Losses (gains) on asset disposals		12			(65	)
Losses (gains) on investments and restricted investments		1,298			(455	)
Non-cash inventory adjustments		-			(34	)
Deferred income tax expense (recovery)		15,473			(3,577	)
Foreign exchange		(17	)		(2,724	)
Change in non-cash working capital items (note 22)		(2,766	)		(741	)
Net cash provided by (used in) operating activities		(21,143	)		(6,769	)

INVESTING ACTIVITIES
Acquisition of assets, net of cash and cash equivalents acquired:
JNR (note 5)		(715	)		-
Fission (note 5)		(4,058	)		-
Rockgate (note 5)		(989	)		-
Divestiture of a business, cash divested (note 5)		-			(552	)
Decrease (increase) in notes receivable		298			(284	)
Purchase of investments		-			(1,816	)
Expenditures on property, plant and equipment		(2,262	)		(13,122	)
Proceeds on sale of property, plant and equipment		58			104
Decrease (increase) in restricted cash and investments		(210	)		(373	)
Net cash provided by (used in) investing activities		(7,878	)		(16,043	)

FINANCING ACTIVITIES
Increase (decrease) in debt obligations		(121	)		4
Issuance of common shares for:
New share issues-net of issue costs (note 18)		13,627			6,556
Share options exercised (note 18)		111			-
Share purchase warrants exercised (note 18)		330			-
Net cash provided by (used in) financing activities		13,947			6,560

Increase (decrease) in cash and cash equivalents		(15,074	)		(16,252	)
Foreign exchange effect on cash and cash equivalents		(1,328	)		925
Cash and cash equivalents, beginning of period		38,188			53,515
Cash and cash equivalents, end of period	$	21,786		$	38,188

Supplemental cash flow disclosure:
Interest paid	$	3		$	7
Income taxes paid (recovered)		(51	)		(348	)

The accompanying notes are an integral part of the consolidated financial statements

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DENISON MINES CORP.
Notes to the consolidated financial statements for the years ended December 31, 2013 and 2012
(Expressed in U.S. dollars except for shares and per share amounts)

1.	NATURE OF OPERATIONS

Denison Mines Corp. and its subsidiary companies and joint arrangements (collectively, the “Company”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium properties, extraction, processing and selling of uranium.

The Company has a 22.5% interest in the McClean Lake mill, located in the Athabasca Basin of Saskatchewan, Canada and varying ownership interests in a number of development and exploration projects located in Canada, Mongolia, Mali, Namibia, Niger and Zambia. Through its environmental services division, the Company provides mine decommissioning and decommissioned site monitoring services to third parties.

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

Denison Mines Corp. (“DMC”) is incorporated under the Business Corporations Act (Ontario) and domiciled in Canada. The address of its registered head office is 595 Bay Street, Suite 402, Toronto, Ontario, Canada, M5G 2C2.

References to “2013” and “2012” refer to the year ended December 31, 2013 and the year ended December 31, 2012 respectively.

2.	BASIS OF PRESENTATION

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Company’s presentation currency is U.S dollars.

These financial statements were approved by the board of directors for issue on March 6, 2014.

3.	ACCOUNTING POLICIES AND RESTATEMENT OF COMPARATIVE NUMBERS

Significant Accounting Policies

The significant accounting policies used in the preparation of these consolidated financial statements are described below:

(a)

Consolidation

The financial statements of the Company include the accounts of DMC and its subsidiaries. Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group and are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealized gains and losses from intercompany transactions are eliminated.

Non-controlling interests represent equity interests in subsidiaries owned by outside parties. The share of net assets of subsidiaries attributable to non-controlling interests is presented as a component of equity. Their share of net income and comprehensive income is recognized directly in equity. Changes in the parent company’s ownership interest in subsidiaries that do not result in a loss of control are accounted for as equity transactions.

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The financial statements of the Company also include various interests in development and exploration projects which are held through option or contractual agreements. These have been classified as joint ownership interests under IFRS. These joint ownership interests have been accounted for using the undivided interest method.

(b)

Foreign currency translation

(i)

Functional and presentation currency

Items included in the financial statements of each entity in the DMC group are measured using the currency of the primary economic environment in which the entity operates (“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 entities located in Canada, Mongolia, Mali, Namibia, Niger and Zambia, the local currency has been determined to be the functional currency.

The consolidated financial statements are presented in U.S. dollars, unless otherwise stated.

The financial statements of entities that have a functional currency different from the presentation currency of DMC (“foreign operations”) are translated into U.S. 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 average rate of the period (as this is considered a reasonable approximation to actual rates). All resulting changes are recognized in other comprehensive income as cumulative foreign currency translation adjustments.

When an entity disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in another entity which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary is reallocated between controlling and non-controlling interests.

(ii)

Transactions and balances

Foreign currency transactions are translated into an entity’s functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the statement of income.

(c)

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

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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.

(d)

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less which are subject to an insignificant risk of changes in value.

(e)

Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the obligations specified in the contract is discharged, cancelled or expires.

At initial recognition, the Company classifies its financial instruments in the following categories:

(i)

Financial assets and liabilities at fair value through profit or loss (“FVPL”)

A financial asset or liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short-term. Financial instruments in this category are recognized initially and subsequently at fair value. Transaction costs are expensed in the consolidated statement of income. Gains and losses arising from changes in fair value are presented in the consolidated statement of income in the period in which they arise.

(ii)

Available-for-sale investments

Available-for-sale investments are recognized initially at fair value plus transaction costs and are subsequently carried at fair value. Gains or losses arising from re-measurement are recognized in other comprehensive income. When an available-for-sale investment is sold or impaired, the accumulated gains or losses are moved from accumulated other comprehensive income to the statement of income.

(iii)

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that are intended to be held to maturity. Held-to-maturity investments are initially recognized at fair value plus transaction costs and subsequently measured at amortized cost using the effective interest method less a provision for impairment.

(iv)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognized at the amount expected to be received, less a discount (when material) to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

(v)

Financial liabilities at amortized cost

Financial liabilities are initially recognized at the amount required to be paid, less a discount (when material) to reduce the financial liabilities to fair value. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.

The Company has designated its financial assets and liabilities as follows:

(i)

“Cash and cash equivalents” and “Trade and other receivables” are classified as loans and receivables and are measured at amortized cost using the effective interest rate method. Interest income is recorded in net income through finance income (expense), as applicable;

(ii)

A portion of “Investments” are classified as FVPL and any period change in fair value is recorded in net income through other income (expense). The remaining amount is classified as available-for-sale and any period change in fair value is recorded in other comprehensive income. When the investment’s value becomes impaired, the loss is recognized in net income through other income (expense) in the period of impairment;

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(iii)

“Restricted cash and investments” is classified as held-to-maturity investments; and

(iv)

“Accounts payable and accrued liabilities” and “Debt obligations” are classified as other financial liabilities and are measured at amortized cost using the effective interest rate method. Interest expense is recorded in net income through finance income (expense), as applicable.

(f)

Impairment of financial assets

At each reporting date, the Company assesses whether there is objective evidence that a financial asset (other than a financial asset classified as fair value through profit and loss) is impaired. Objective evidence of an impairment loss includes: i) significant financial difficulty of the debtor; ii) delinquencies in interest or principal payments; iii) increased probability that the borrower will enter bankruptcy or other financial reorganization; and (iv) in the case of equity investments, a significant or prolonged decline in the fair value of the security below its cost.

If such evidence exists, the Company recognizes an impairment loss, as follows:

(i)

Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount either directly or indirectly through the use of an allowance account.

(ii)

Available-for-sale financial assets: The impairment loss is the difference between the original cost of the asset and its fair value at the measurement date, less any impairment losses previously recognized in the statement of income. This amount represents the cumulative loss in accumulated other comprehensive income that is reclassified to net income.

(g)

Inventories

Expenditures, including depreciation, depletion and amortization of production assets, incurred in the mining and processing activities that will result in the future concentrate production are deferred and accumulated as ore in stockpiles and in-process and concentrate inventories. These amounts are carried at the lower of average costs or net realizable value (“NRV”). NRV is the difference between the estimated future concentrate price (net of selling costs) and estimated costs to complete production into a saleable form.

Stockpiles are comprised of coarse ore that has been extracted from the mine and is available for further processing. Mining production costs are added to the stockpile as incurred and removed from the stockpile based upon the average cost per tonne of ore produced from mines considered to be in commercial production. The current portion of ore in stockpiles represents the amount expected to be processed in the next twelve months.

In-process and concentrate inventories include the cost of the ore removed from the stockpile, a pro-rata share of the amortization of the associated mineral property, as well as production costs incurred to process the ore into a saleable product. Processing costs typically include labor, chemical reagents and directly attributable mill overhead expenditures. Items are valued at weighted average cost.

Materials and other supplies held for use in the production of inventories are carried at average cost and are not written down below that cost if the finished products in which they will be incorporated are expected to be sold at or above cost. However, when a decline in the price of concentrates indicates that the cost of the finished products exceeds net realizable value, the materials are written down to net realizable value. In such circumstances, the replacement cost of the materials may be the best available measure of their net realizable value.

(h)

Property, plant and equipment

Property, plant and equipment are recorded at acquisition or production cost and carried net of depreciation and impairments. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the statement of income during the period in which they are incurred.

Depreciation is calculated on a straight line or unit of production basis as appropriate. Where a straight line methodology is used, the assets are depreciated to their estimated residual value over an estimated useful life which ranges from three to twenty years depending upon the asset type. Where a unit of production methodology is used, the assets are depreciated to their estimated residual value over the useful life defined

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by management’s best estimate of recoverable reserves and resources in the current mine plan. When assets are retired or sold, the resulting gains or losses are reflected in current earnings as a component of other income or expense. The Company allocates the amount initially recognized in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

Where straight-line depreciation is utilized, the range of useful lives for various asset classes is generally as follows:

Buildings		15 - 20 years;
Production machinery and equipment		5 - 7 years;
Other		3 - 5 years;

(i)

Mineral property acquisition, exploration and development costs

Costs relating to the acquisition of acquired mineral rights and acquired exploration rights are capitalized.

Exploration and evaluation expenditures are expensed as incurred 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. These costs will include costs of maintaining the site until commercial production, costs to initially delineate the ore body, costs for shaft sinking and access, lateral development, drift development and infrastructure development. Such costs represent the net expenditures incurred and capitalized as at the balance sheet date and do not necessarily reflect present or future values.

Once a development mineral property goes into commercial production, the property is classified as “Producing” and the accumulated costs are amortized over the estimated recoverable resources in the current mine plan using a unit of production basis. Commercial production occurs when a property is substantially complete and ready for its intended use.

(j)

Identifiable Intangible assets

The Company’s identifiable intangible assets are stated at cost less accumulated amortization. These assets are capitalized and amortized on a straight-line basis in the statement of income over the period of their expected useful lives. The useful lives of the assets are reviewed at least annually and adjusted if appropriate.

(k)

Impairment of non-financial assets

Property, plant and equipment and intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash inflows or CGUs. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU, as determined by management). An impairment loss is recognized for the amount by which the CGU’s carrying amount exceeds its recoverable amount.

(l)

Employee benefits

(i)

Post-employment benefit obligations

The Company assumed the obligation of a predecessor company to provide life insurance, supplemental health care and dental benefits, excluding pensions, to its former Canadian employees who retired from active service prior to 1997. The estimated cost of providing these benefits was actuarially determined using the projected benefits method and is recorded on the balance sheet at its estimated present value. The interest cost on this unfunded liability is being accreted over the remaining lives of this retiree group. Experience gains and losses are being deferred as a component of accumulated other comprehensive income and are adjusted, as required, on the obligations re-measurement date.

(ii)

Stock-based compensation

The Company uses a fair value-based method of accounting for stock options to employees and to non-employees. The fair value is determined using the Black-Scholes option pricing model on the date of the grant. The cost is recognized on a graded method basis, adjusted for expected forfeitures, over

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the applicable vesting period as an increase in stock-based compensation expense and the contributed surplus account. When such stock options are exercised, the proceeds received by the Company, together with the respective amount from contributed surplus, are credited to share capital.

(iii)

Termination benefits

The Company recognizes termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing benefits as a result of an offer made to encourage voluntary termination. Benefits falling due more than twelve months after the end of the reporting period are discounted to their present value.

(m)

Reclamation provisions

Reclamation provisions, any legal and constructive obligation related to the retirement of tangible long-lived assets, are recognized when such obligations are incurred, if a reasonable estimate of the value can be determined. These obligations are measured initially at the present value of expected cash flows using a pre-tax discount rate reflecting risks specific to the liability and the resulting costs are capitalized and added to the carrying value of the related assets. In subsequent periods, the liability is adjusted for the accretion of the discount and the expense is recorded in the income statement. Changes in the amount or timing of the underlying future cash flows or changes in the discount rate are immediately recognized as an increase or decrease in the carrying amounts of the related asset and liability. These costs are amortized to the results of operations over the life of the asset. Reductions in the amount of the liability are first applied against the amount of the net reclamation asset on the books with any excess value being recorded in the statement of operations.

The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for asset decommissioning and site restoration are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, changing technology and other factors which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related reclamation and remediation liability.

(n)

Provisions

Provisions for restructuring costs and legal claims, where applicable, are recognized in liabilities when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts.

(o)

Current and Deferred Income tax

Income taxes are accounted for using the liability method of accounting for deferred income taxes. Under this method, the tax currently payable is based on taxable income for the period. Taxable income differs from income as reported in the consolidated statement of income (loss) because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax assets and liabilities are recognized based on temporary differences between the financial statement carrying values of the existing assets and liabilities and their respective income tax bases used in the computation of taxable income. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable income nor the accounting income. Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and investments, and interests in joint ventures, except where the Company is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized to the extent that taxable income will be available against which the deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to

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the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also recorded within equity.

Income tax assets and liabilities are offset when there is a legally enforceable right to offset the assets and liabilities and when they relate to income taxes levied by the same tax authority on either the same taxable entity or different taxable entities where there is an intention to settle the balance on a net basis.

(p)

Flow-Through Common Shares

The Company’s Canadian exploration activities have been financed in part through the issuance of flow-through common shares whereby the tax benefits of the eligible exploration expenditures incurred under this arrangement are renounced to the subscribers. 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 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. The tax effect of the renunciation is recorded at the time the Company makes the renunciation – which may differ from the effective date of renunciation. 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.

(q)

Revenue recognition

Revenue from the sale of mineral concentrates is recognized when it is probable that the economic benefits will flow to the Company. This is generally the case once delivery has occurred, the sales price and costs incurred with respect to the transaction can be measured reliably and collectability is reasonably assured. For uranium, revenue is typically recognized when delivery is evidenced by book transfer at the applicable uranium storage facility.

Revenue from toll milling services is recognized as material is processed in accordance with the specifics of the applicable toll milling agreement. Revenue and unbilled accounts receivable are recorded as related costs are incurred using billing formulas included in the applicable toll milling agreement.

Revenue on environmental service contracts is recognized using the percentage of completion method, whereby sales, earnings and unbilled accounts receivable are recorded as related costs are incurred. Earnings rates are adjusted periodically as a result of revisions to projected contract revenues and estimated costs of completion. Losses, if any, are recognized fully when first anticipated. Revenues from engineering services are recognized as the services are provided in accordance with customer agreements.

Management fees from UPC are recognized as management services are provided under the contract on a monthly basis. Commission revenue earned on acquisition or sale of U3O8 and UF6 on behalf of UPC (or other parties where Denison acts as an agent) is recognized on the date when title passes.

(r)

Borrowing costs

Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognized as interest expense in the statement of income in the period in which they are incurred.

(s)

Earnings (loss) per share

Basic earnings per share (“EPS”) is calculated by dividing the net income (loss) for the period attributable to equity owners of DMC by the weighted average number of common shares outstanding during the period.

Diluted EPS is calculated by adjusting the weighted average number of common shares outstanding for dilutive instruments. The number of shares included with respect to options, warrants and similar instruments is computed using the treasury stock method.

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Accounting Standards Adopted

The Company has adopted the following new and revised accounting standards, along with any consequential amendments, effective January 1, 2013. These changes were made in accordance with the applicable transitional provisions.

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

IFRS 10 replaces the guidance on control and consolidation in IAS 27 “Consolidated and Separate Financial Statements”, and SIC-12 “Consolidation – Special Purpose Entities”. IFRS 10 requires consolidation of an investee only if the investor possesses power over the investee, has exposure to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect its returns. Detailed guidance is provided on applying the definition of control. The accounting requirements for consolidation have remained largely consistent with IAS 27.

The Company assessed its consolidation conclusions on January 1, 2013 and determined that the adoption of IFRS 10 did not result in any change in the consolidation status of any of its subsidiaries and investees.

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

IFRS 11 supersedes IAS 31 “Interests in Joint Ventures” and requires joint arrangements to be classified either as joint operations or joint ventures depending on the contractual rights and obligations of each investor that jointly controls the arrangement. For joint operations, a company recognizes its share of assets, liabilities, revenues and expenses of the joint operation. An investment in a joint venture is accounted for using the equity method as set out in IAS 28 “Investments in Associates and Joint Ventures”.

The Company has reviewed its joint arrangements and concluded that the adoption of IFRS 11 did not result in any changes in the accounting for its existing joint arrangements. New interests in joint arrangements acquired or entered into during the current year have been accounted for in accordance with IFRS 11.

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 carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity’s interest in other entities.

Additional disclosure required as a result of the adoption of IFRS 12 can be found in note 27.

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

IFRS 13 establishes new guidance on fair value measurement and related disclosure requirements and clarifies that the measurement of fair value of an asset or liability is based on assumptions that market participants would use when pricing the asset or liability under current market conditions, including assumptions about risk.

The adoption of IFRS 13 by the Company did not require any adjustments to the valuation techniques used by the Company to measure fair value and did not result in any measurement adjustments; however, the adoption of this standard has resulted in additional disclosure about the fair value of financial instruments that are measured on a recurring basis (see note 25).

International Accounting Standard 19, Post-Employment Benefits (“IAS 19”)

IAS 19 was amended to eliminate an entity’s option to defer the recognition of certain gains and losses related to post-employment benefits and require re-measurement of associated assets and liabilities in other comprehensive income.

The Company reviewed its accounting policy for post-employment benefits that it followed in 2012 and concluded that under IAS 19 it would no longer be able to amortize the experience gains associated with its post-employment benefits. In addition, the unamortized experience gain previously reported as a component of the post-employment benefit liability would need to be reclassified to accumulated other comprehensive income (“AOCI”), net of tax.

The Company adopted these amendments retrospectively and adjusted its opening equity as at January 1, 2012 to reflect the unamortized experience gain portion of its post-employment liability as a component of

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AOCI. Any experience gain amortization amounts previously recorded within operating expenses in the statement of operations have been reversed. The impact of these changes is highlighted below in the “Comparative Numbers” section.

Accounting Standards Issued But Not Yet Applied

The Company has not yet adopted the following new accounting pronouncements which are effective for fiscal periods of the Company beginning on or after January 1, 2014:

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

IFRS 9 was issued in October 2010 by the IASB to replace IAS 39, Financial Instruments – Recognition and Measurement. The replacement standard has the following significant components: it establishes two primary measurement categories for financial assets – amortized cost and fair value; it establishes criteria for the classification of financial assets within the measurement category based on business model and cash flow characteristics; and it eliminates existing held to maturity, available-for-sale, and loans and receivable categories.

In November 2013, the IASB issued an amendment to IFRS 9 which includes a new hedge model that aligns accounting more closely with risk management and enhances disclosure about hedge accounting and risk management. Additionally, as the impairment guidance and certain limited amendments to the classification and measurement requirements of IFRS 9 are not yet complete, the previously mandated effective date of IFRS 9 of January 1, 2015 has been removed. Entities may apply IFRS 9 before the IASB completes the amendments but are not required to do so.

The Company has not evaluated the impact of adopting this standard.

International Accounting Standard 36, Impairment of Assets (“IAS 36”)

IAS 36 was amended in May 2013 to make small changes to the disclosures required by IAS 36 when an impairment loss is recognized or reversed. The amendments require the disclosure of the recoverable amount of an asset or cash generating unit (“CGU”) at the time an impairment loss has been recognized or reversed and detailed disclosure of how the associated fair value less costs of disposal has been determined.

The amendments are effective for accounting periods beginning on or after January 1, 2014 with earlier adoption permitted. The Company has not evaluated the impact of adopting this additional disclosure.

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Comparative Numbers

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

Adoption of IAS 19 and resulting Restatement adjustments

The following table summarizes the effects of the changes to the comparative numbers relating to the adoption of IAS 19:

	As Previously
(in thousands)	Reported			Adjustment			As Restated

At December 31, 2011:
Statement of Financial Position:
Post-employment benefits	$	3,891		$	(206	)	$	3,685
Deficit-opening		(579,696	)		56			(579,640	)
Accumulated other comprehensive income
Unamortized experience gain, net of tax		-			150			150

At December 31, 2012:
Statement of Financial Position:
Post-employment benefits	$	3,852		$	(188	)	$	3,664
Deferred income tax liability		9,449			(6	)		9,443
Deficit-opening		(579,696	)		56			(579,640	)
Deficit-net income (loss)		(117,948	)		(16	)		(117,964	)
Accumulated other comprehensive income
Cumulative translation adjustment		11,058			4			11,062
Unamortized experience gain, net of tax		-			150			150

4.	CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgements that affect the amounts reported. It also requires management to exercise judgement in applying the Company’s accounting policies. These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgements made that affect these financial statements, actual results may be materially different.

Significant estimates and judgements made by management relate to:

(a)

Determination of a Mineral Property being Sufficiently Advanced

The Company follows a policy of capitalizing non-exploration related expenditures on properties it considers to be sufficiently advanced. Once a mineral property is determined to be sufficiently advanced, that determination is irrevocable and the capitalization policy continues to apply over the life of the property. In determining whether or not a mineral property is sufficiently advanced, management considers a number of factors including, but not limited to: current uranium market conditions, the quality of resources identified, access to the resource and the suitability of the resources to current mining methods, ease of permitting, confidence in the jurisdiction in which the resource is located and milling complexity.

Many of these factors are subject to risks and uncertainties that can support a “sufficiently advanced” determination as at one point in time but not support it at another. The final determination requires significant judgment on the part of the Company’s management and directly impacts the carrying value of the Company’s mineral properties.

(b)

Valuation of Mineral Properties

The Company undertakes a review of the carrying values of mineral properties and related expenditures whenever events or changes in circumstances indicate that their carrying values may exceed their estimated recoverable amounts determined by reference to estimated future operating results, discounted net cash flows and current market valuations of similar properties. An impairment loss is recognized when the

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carrying value of those assets is not recoverable. In undertaking this review, management of the Company is required to make significant estimates of, amongst other things: reserve and resource amounts, future production and sale volumes, forecast commodity prices, future operating, capital and reclamation costs to the end of the mine’s life and current market valuations from observable market data which may not be directly comparable. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the mineral properties and related expenditures. Changes in these estimates could have a material impact on the carrying value of the mineral property amounts.

(c)

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company computes deferred tax assets and liabilities in respect of taxes that are based on taxable profit. Taxable profit is understood to be a net, rather than gross, taxable amount that gives effect to both revenues and expenses. Taxable profit will often differ from accounting profit and management may need to exercise judgment to determine whether some taxes are income taxes (subject to deferred tax accounting) or operating expenses.

Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply when the differences are expected to be recovered or settled. The determination of the ability of the Company to utilize tax loss carry forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, commodity prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.

(d)

Reclamation Obligations

Asset retirement obligations are recorded as a liability when the asset is initially constructed. Denison has accrued its best estimate of the ongoing reclamation liability in connection with the decommissioned Elliot Lake mine site and is currently accruing its best estimate of its share of the cost to decommission its other mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of the Company’s decommissioning liability could differ from amounts provided. The estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning the Company’s operations becomes available. The Company is not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future.

5.	ACQUISITIONS AND DIVESTITURES

Acquisition of Rockgate Capital Corp

In September 2013, Denison formally commenced a takeover bid to acquire all of the outstanding shares of Rockgate Capital Corp. (“Rockgate”). Rockgate’s key mining asset is its Falea uranium-copper-silver project located in Mali.

Under the terms of the takeover bid, Rockgate shareholders received 0.192 of a common share of Denison for each Rockgate share held. As at December 6, 2013, Denison had acquired 104,852,532 shares of Rockgate (equivalent to an initial 89.72% ownership amount) and announced plans to acquire the remaining 12,014,561 shares (or 10.28%) through a Plan of Arrangement with the same terms as the takeover bid. On January 17, 2014, the remaining Rockgate shares were acquired by Denison and Rockgate became a wholly owned subsidiary of Denison (see note 28).

For accounting purposes, Rockgate is not considered a business under IFRS 3 “Business Combinations” as at the time of the acquisition it is not capable of generating outputs that can provide a return to Denison. As a result, the Rockgate transaction has been accounted for as an asset acquisition with share based consideration. Transaction costs incurred by Denison related to the Rockgate transaction have been capitalized as part of the consideration amount. Denison is including the results of Rockgate as part of its African mining segment for reporting purposes.

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For accounting purposes, Denison has used a cut-off date of November 30, 2013 to fair value the acquisition. The following table summarizes the fair value of the Rockgate assets acquired and the liabilities assumed as at November 30, 2013:

	Rockgate
(in thousands)	Fair Value

Cash and cash equivalents	$	512
Trade and other receivables		173
Prepaid expenses and other		54
Investments-debt instruments		14,810
Investments-equity instruments		11
Property, plant and equipment
Plant and equipment		523
Mineral properties – Mali		11,996
Mineral properties - Niger		94
Total assets		28,173

Account payable and accrued liabilities		1,821
Non-controlling interest (at 10.28%)		3,091
Net assets acquired at 89.72% ownership interest	$	23,261

The consideration relating to the acquisition of the initial 89.72% ownership interest in Rockgate under the takeover bid is summarized below:

(in thousands except for share amounts)

Fair value of 20,131,665 common shares issued by Denison	$	21,760
Costs incurred by the Company pursuant to the bid:
Bid transaction costs		1,501
Fair value of total consideration	$	23,261

The fair value of the common shares issued by Denison totaled $21,760,000. The fair value of the common shares was determined using Denison’s closing share price on the dates shares were issued pursuant to the takeover bid converted to USD on the applicable day’s closing rate. Under the bid, shares were issued between November 19, 2013 and December 6, 2013 and the fair value has been determined using closing share prices ranging from CAD$1.13 to CAD$1.20 per share and foreign exchange rates ranging from 0.9384 to 0.9550.

The fair value of the 10.28% minority interest (acquired by Denison on January 17, 2014) has been determined using the fair value of the additional shares issued by Denison to acquire the interest plus the transaction costs incurred related to the plan of arrangement (see note 28).

Acquisition of Fission Energy Corp

On April 26, 2013, Denison completed an arrangement agreement (the “Fission Arrangement”) to acquire Fission Energy Corp. (“Fission”) whose assets included its 60% interest in the Waterbury Lake uranium project, its interests in all other properties in the eastern part of the Athabasca Basin, Quebec and Nunavut, as well as its interests in two joint ventures in Namibia (collectively, the “Assets”).

Under the terms of the Fission Arrangement, Fission shareholders received 0.355 of a common share of Denison, a nominal cash payment of CAD$0.0001 and one common share of a newly-formed publicly traded company, Fission Uranium Corp., for each Fission share held. All of the outstanding options of Fission were exchanged for options to purchase common shares of Denison with a number and exercise price determined by reference to the 0.355 exchange ratio and a volume adjusted market value factor. Share purchase warrants in Fission (“Fission Warrant”) that were outstanding on completion of the Fission Arrangement survived the transaction and may still be exercised in accordance with their terms, so that the holder of a Fission Warrant will receive the number of Denison shares, shares of Fission Uranium Corp and nominal cash consideration which the warrant holder would have received had the Fission Warrants been exercised immediately prior to the Fission Arrangement. The proceeds from the Fission Warrant exercise will be split between Denison and Fission Uranium Corp. and each company will be responsible for issuing its respective shares on the exercise of a Fission Warrant. Cash consideration was also advanced to Fission prior to closing (the “Fission Loan”) and included an amount of CAD$2,437,000 in respect of the expenditures incurred and paid by Fission between January 16, 2013 and April 25, 2013 on properties that were ultimately acquired by Denison.

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For accounting purposes, Fission is not considered a business under IFRS 3 “Business Combinations” as at the time of the acquisition it is not capable of generating outputs that can provide a return to Denison. As a result, the Fission Arrangement has been accounted for as an asset acquisition with share based consideration. Transaction costs incurred by Denison related to the Fission Arrangement have been capitalized as part of the consideration amount. Denison is including the results of Fission as part of its Canadian and African mining segments for reporting purposes.

The following table summarizes the fair value of the Fission assets acquired and the liabilities assumed at the acquisition date of April 26, 2013:

	Fission
(in thousands)	Fair Value

Cash and cash equivalents	$	930
Trade and other receivables		82
Property, plant and equipment
Mineral properties – Canada		66,945
Mineral properties - Namibia		5,949
Total assets		73,906

Account payable and accrued liabilities		511
Net assets	$	73,395

The total consideration relating to the Fission Arrangement is summarized below:

(in thousands except for share amounts)

Fair value of 53,053,284 common shares issued by Denison	$	66,259
Fair value of 1,500,854 common share purchase warrants assumed by Denison		827
Fair value of 1,985,035 common share options issued by Denison		1,321
Costs incurred by the Company pursuant to arrangement:
Fission Loan		3,321
Transaction costs		1,667
Fair value of total consideration	$	73,395

The fair value of the common shares issued by Denison totaled $66,259,000. The fair value of the common shares was determined using Denison’s closing share price on April 26, 2013 of CAD$1.27 converted to USD$ using the April 26, 2013 foreign exchange rate of 0.9834.

The fair value of the common share purchase warrants assumed by Denison totaled $827,000 or $0.55 per warrant, on average. The fair value was determined using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.98%, expected stock price volatility between 40.23% and 56.06%, expected life between 0.60 years and 1.70 years and expected dividend yield of nil%.

The fair value of the common share options issued by Denison to replace those of Fission totaled $1,321,000 or $0.67 per option, on average. The fair value was determined using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate between 0.98% and 1.12%, expected stock price volatility between 39.87% and 84.93%, expected life between 0.20 years and 4.70 years and expected dividend yield of nil%. As at April 26, 2013, all of the options issued by Denison to replace the Fission options are fully-vested.

Acquisition of JNR Resources Inc.

On January 31, 2013, Denison completed a plan of arrangement (the “JNR Arrangement”) to acquire all of the outstanding common shares of JNR Resources Inc. (“JNR”). Pursuant to the JNR Arrangement, the former shareholders of JNR received, for each JNR common share held, 0.073 of a Denison common share (the “Exchange Ratio”). No fractional shares were issued. All of the outstanding options and common share purchase warrants of JNR were exchanged for options and warrants to purchase common shares of Denison with a number and exercise price determined by reference to the Exchange Ratio.

For accounting purposes, JNR Resources is not considered a business under IFRS 3 “Business Combinations” as at the time of the acquisition it is not capable of generating outputs that can provide a return to Denison. As a result, the JNR Arrangement has been accounted for as an asset acquisition with share based consideration. Transaction costs incurred by Denison related to the JNR Arrangement have been capitalized as part of the

- 17 -

consideration amount. Denison is including the results of JNR as part of its Canadian mining segment for reporting purposes.

The following table summarizes the fair value of the JNR assets acquired and the liabilities assumed at the acquisition date of January 31, 2013:

	JNR
(in thousands)	Fair Value

Cash and cash equivalents	$	39
Trade and other receivables		50
Prepaid expenses and other		7
Investments		22
Property, plant and equipment
Plant and equipment		62
Mineral properties - Canada		13,012
Total assets		13,192

Account payable and accrued liabilities		767
Net assets	$	12,425

The total consideration relating to the JNR Arrangement is summarized below:

(in thousands except for share amounts)

Fair value of 7,975,479 common shares issued by Denison	$	10,956
Fair value of 272,290 common share purchase warrants issued by Denison		17
Fair value of 579,255 common share options issued by Denison		131
Fair value of JNR shares held by Denison prior to acquisition		567
Costs incurred by the Company pursuant to arrangement:
JNR loan		351
Transaction costs		403
Fair value of total consideration	$	12,425

The fair value of the common shares issued by Denison totaled $10,956,000. The fair value of the common shares was determined using Denison’s closing share price on January 31, 2013 of CAD$1.37 converted to USD$ using the January 31, 2013 foreign exchange rate of 1.0027.

The fair value of the common share purchase warrants issued by Denison to replace those of JNR totaled $17,000 or $0.0615 per warrant. The fair value was determined using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.16%, expected stock price volatility of 47.58%, expected life of 0.75 years and expected dividend yield of nil%.

The fair value of the common share options issued by Denison to replace those of JNR totaled $131,000 or $0.2262 per option. The fair value was determined using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate between 1.16% and 1.42%, expected stock price volatility between 58.00% and 62.15%, expected life between 0.04 years and 3.70 years and expected dividend yield of nil%. As at January 31, 2013, all of the options issued to replace the JNR options are fully-vested.

Discontinued Operation - U.S. Mining Division Transaction and Denison Capital Reorganization

On June 29, 2012, the Company completed its transaction with Energy Fuels Inc. (“EFR”) to sell its mining assets and operations located in the United States (“U.S. Mining Division”) in exchange for consideration equal to 425,440,872 common shares of EFR (the “EFR Share Consideration”). Immediately following the closing of the sale transaction, Denison completed the remaining steps in a plan of arrangement to reorganize its capital and distribute the EFR Share Consideration to Denison shareholders on a pro rata basis as a return of capital

Prior to the sale, the Company tested the U.S. Mining Division for impairment using the fair value of the EFR Share Consideration as the recoverable amount. The recoverable amount on the sale date was determined to be $79,395,000 based on 425,440,872 common shares of EFR to be distributed to the Company’s shareholders, a share price of CAD$0.19 per share and a CAD$ to USD$ foreign exchange rate of 0.9822. The fair value of the EFR share consideration, $79,395,000 has been accounted for as a non-cash distribution of assets to shareholders and has been recorded as a component of Deficit in the statement of financial position.

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In performing the impairment tests, the Company concluded that the recoverable amount of the U.S. Mining Division was lower than the carrying value. As a result, the Company recognized cumulative impairment losses of $97,944,000 in the six months ended June 30, 2012 which were allocated on a pro rata basis between plant and equipment and mineral property assets in the U.S. Mining Division’s results.

As a result of the transaction, the Company presented the results of the U.S. Mining Division as discontinued operations and, in accordance with IFRS 5, revised its statement of comprehensive income (loss) to reflect this change in presentation. The condensed consolidated statements of financial position and the condensed consolidated statement of cash flows have not been revised. A summary of the impact of the discontinued operations on the condensed consolidated statement of cash flows is presented below.

The statement of income (loss) for discontinued operations for 2012 is as follows:

	Year
	Ended
	December 31
(in thousands)	2012

Revenues
Mineral concentrates		37,419
Services and other		275
	$	37,694

Expenses
Operating expenses		(31,300	)
Mineral property exploration		(470	)
General and administrative		(5,750	)
Impairment-mineral properties		(54,471	)
Impairment-plant and equipment		(43,473	)
Other income (expense)		5,165
		(130,299	)
Income (loss) before finance charges		(92,605	)
Finance income (expense)		114
Income (loss) before taxes		(92,491	)
Income tax recovery (expense)
Current		(2	)
Net income (loss) for the period	$	(92,493	)

Cash flows for discontinued operations for 2012 is as follows:

	Year
	Ended
	December 31
(in thousands)	2012

Cash inflow (outflow):
Operating activities		10,683
Investing activities		(9,489	)
Financing activities		-
Net cash inflow (outflow) for the period	$	1,194

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6.	CASH AND CASH EQUIVALENTS

The cash and cash equivalent balance consists of:

	At December 31		At December 31
(in thousands)	2013		2012

Cash	$	5,316	$	4,614
Cash equivalents		16,470		33,574
	$	21,786	$	38,188

7.	TRADE AND OTHER RECEIVABLES

The trade and other receivables balance consists of:

	At December 31		At December 31
(in thousands)	2013		2012

Trade receivables – other	$	1,966	$	1,684
Receivables in joint ownership arrangements		1,794		186
Sales tax receivables		378		322
Sundry receivables		10		144
Notes and lease receivables		-		302
	$	4,148	$	2,638

8.	INVENTORIES

The inventories balance consists of:

	At December 31		At December 31
(in thousands)	2013		2012

Uranium concentrates and work-in-progress	$	4	$	4
Inventory of ore in stockpiles		2,058		2,203
Mine and mill supplies		1,722		1,647
	$	3,784	$	3,854

Inventories - by duration:
Current	$	2,123	$	1,792
Long-term – ore in stockpiles		1,661		2,062
	$	3,784	$	3,854

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

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9.	INVESTMENTS

The investments balance consists of:

	At December 31		At December 31
(in thousands)	2013		2012

Investments:
Equity instruments-fair value through profit and loss	$	1,106	$	2,332
Equity instruments-available for sale		17		511
Debt instruments-fair value through profit and loss		14,818		-
	$	15,941	$	2,843

Investments – by duration
Current	$	10,040	$	-
Long-term		5,901		2,843
	$	15,941	$	2,843

At December 31, 2013, investments include equity instruments in publicly-traded companies with a fair value of $1,123,000 (December 31, 2012: $2,843,000).

At December 31, 2013, investments include debt instruments with a fair value of $14,818,000 (December 31, 2012: $nil). The debt instruments consist of guaranteed investment certificates with rates of interest ranging between 1.70% to 2.05% and maturity dates between February 2014 and March 2015.

Investment Purchases, Impairments and Other Movements

During 2012, the Company acquired additional equity instruments at a cost of $1,816,000.

During 2013 and 2012, the Company recorded impairment charges on available for sale equity instruments of $39,000 and $64,000, respectively. The resulting loss has been included in other income (expense) in the consolidated statements of income (loss) (see note 22).

During 2013, an amount of $567,000 was transferred out of available for sale equity instruments as part of the JNR acquisition (see note 5).

10.	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 December 31		At December 31
(in thousands)	2013		2012

Cash	$	26	$	42
Cash equivalents		221		286
Investments		2,052		1,926
	$	2,299	$	2,254

Restricted cash and investments – by item:
Elliot Lake reclamation trust fund	$	2,299	$	2,254
	$	2,299	$	2,254

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 December 21, 1995 (“Agreement”) with the Governments of Canada and Ontario. The Agreement, as further amended in February 1999, requires the Company to maintain funds 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

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only be made with the approval of the Governments of Canada and Ontario to fund Elliot Lake monitoring and site restoration costs.

In 2013, the Company deposited an additional $1,029,000 (CAD$1,047,000) into the Elliot Lake Reclamation Trust Fund and withdrew $846,000 (CAD$873,000). In 2012, the Company deposited an additional $731,000 (CAD$732,000) into the Elliot Lake Reclamation Trust Fund and withdrew $697,000 (CAD$696,000).

11.	PROPERTY, PLANT AND EQUIPMENT

The property, plant and equipment balance consists of:

	At December 31			At December 31
(in thousands)	2013			2012

Plant and equipment:
Cost	$	86,805		$	91,467
Construction-in-progress		7,516			7,880
Accumulated depreciation		(12,627	)		(12,143	)
Net book value	$	81,694		$	87,204

Mineral properties:
Cost	$	199,532		$	160,915
Accumulated amortization		(216	)		(231	)
Net book value	$	199,316		$	160,684

Net book value	$	281,010		$	247,888

The plant and equipment continuity summary is as follows:

				Accumulated
				Amortization /			Net
(in thousands)	Cost			Depreciation			Book Value

Plant and equipment:
Balance – January 1, 2012	$	198,250		$	(53,804	)	$	144,446
Additions		4,231			-			4,231
Amortization		-			(55	)		(55	)
Business divestiture (note 5)		(61,368	)		46,757			(14,611	)
Depreciation		-			(5,293	)		(5,293	)
Disposals		(505	)		466			(39	)
Impairment (note 5)		(43,473	)		-			(43,473	)
Reclamation adjustment		152			-			152
Foreign exchange		2,060			(214	)		1,846
Balance – December 31, 2012	$	99,347		$	(12,143	)	$	87,204

Additions		1,192			-			1,192
Amortization		-			(36	)		(36	)
Asset acquisitions (note 5)		1,536			(950	)		586
Depreciation		-			(796	)		(796	)
Disposals		(475	)		405			(70	)
Reclamation adjustment		(833	)		77			(756	)
Foreign exchange		(6,446	)		816			(5,630	)
Balance – December 31, 2013	$	94,321		$	(12,627	)	$	81,694

- 22 -

The mineral property continuity summary is as follows:

				Accumulated			Net
(in thousands)	Cost			Amortization			Book Value

Mineral properties:
Balance – January 1, 2012	$	230,403		$	(7,479	)	$	222,924
Additions		10,293			-			10,293
Amortization		-			(1,710	)		(1,710	)
Business divestiture (note 5)		(25,430	)		8,964			(16,466	)
Impairment (note 5)		(54,471	)		-			(54,471	)
Foreign exchange		120			(6	)		114
Balance – December 31, 2012	$	160,915		$	(231	)	$	160,684

Additions		1,203			-			1,203
Asset acquisitions (note 5)		97,996			-			97,996
Impairment (note 11)		(47,099	)		-			(47,099	)
Foreign exchange		(13,483	)		15			(13,468	)
Balance – December 31, 2013	$	199,532		$	(216	)	$	199,316

Plant and Equipment - Mining

The Company has a 22.5% interest in the McClean Lake mill located in the Athabasca Basin of Saskatchewan, Canada. Commissioning of the mill circuits has begun in anticipation of the start of processing of Cigar Lake ore in 2014. A toll milling agreement has been signed with the participants in the Cigar Lake joint venture that provides for the processing 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 mill feed from future toll milling.

Plant and Equipment - Services and Other

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

Mineral Properties

The Company has various interests in development and exploration projects located in Canada, Mongolia, Mali, Namibia, Niger and Zambia which are held directly or through option or various contractual agreements.

Canada Mining Segment

The Company’s mineral property interests in Canada with significant carrying values and their locations are:

McClean Lake (Saskatchewan) – the Company has a 22.5% interest in the project (includes the Sue D, Sue E, Caribou, McClean North and McClean South deposits);

Midwest (Saskatchewan) – the Company has a 25.17% interest in the project (includes the Midwest and Midwest A deposits);

Wheeler River (Saskatchewan) – the Company has a 60% interest in the project (includes the Phoenix deposit);

Waterbury Lake (Saskatchewan) – the Company has a 60% interest in the project (includes the J Zone deposit) and also has a 2.0% net smelter return royalty on the portion of the project it does not own; and

Wolly (Saskatchewan) – the Company has a 22.5% interest in the project.

- 23 -

On January 31, 2013, Denison completed the acquisition of JNR and acquired additional mineral property interests in Canada with a fair value of $13,022,000 (see note 5). As a result of the JNR Arrangement, Denison increased its interest in five projects it was already participating in to 100% (which includes Moore Lake) and it acquired interests in nine additional properties.

On April 26, 2013, Denison completed the acquisition of Fission and acquired additional mineral property interests in Canada with a fair value of $66,945,000 (see note 5). As a result of the Fission Arrangement, Denison increased its interest in one project (Johnston Lake) that it was already participating in to 100% and it acquired interests in 27 additional properties.

On December 17, 2013, Denison signed an option agreement with Strateco Resources Inc. (“Strateco”) whereby Denison has granted Strateco the option to earn up to a 60% interest in Denison’s Jasper Lake property in two stages. Jasper Lake consists of claims totalling 45,271 hectares and is an amalgamation of four Denison properties formerly known as Jasper Lake, Minor Bay, Ahenakew Lake and North Wedge. Under the option, Strateco may earn an initial 49% interest in the property by incurring exploration expenditures of CAD$4,000,000 and paying CAD$1,000,000 to Denison by December 31, 2016. Subsequently, Strateco may earn an additional 11% interest in the property by incurring additional exploration expenditures of CAD$8,000,000 and paying CAD$2,000,000 to Denison by December 31, 2019. In 2013, Denison has received CAD$100,000 of cash towards the first stage of the option which has been reflected in other income (expense).

Subsequent to the 2013 year-end, the Company released its land holdings related to the Riou Lake property acquired as part of the Fission acquisition. The Company has recognized an impairment charge of $934,000 in its 2013 results to reflect the abandonment of this property.

Asia Mining Segment-Mongolia

The Company currently has an 85% interest in and is the managing partner of the Gurvan Saihan Joint Venture (“GSJV”) in Mongolia (includes the Hairhan and Haraat deposits). The other party to the GSJV is the Mongolian government with a 15% interest. The results of the GSJV have been 100% consolidated in these financial statements since the Company exercises control and its partner in the GSJV has a carried interest at this time.

Under the Nuclear Energy Law of Mongolia, the Mongolian participant in the GSJV is entitled to hold a 34% to 51% interest in the GSJV, depending on the amount of historic exploration that was funded by the government of Mongolia, to be acquired at no cost to the Mongolian participant. This interest will be held by Mon-Atom LLC, the Mongolian state owned uranium company.

A restructuring of the GSJV will be required to comply with the Nuclear Energy Law and is expected to result in the Company having its interest reduced to 66%. The Company and Mon-Atom continue to be engaged in discussions in respect of the Company’s ownership of the GSJV. The Company has also begun exploring strategic alternatives for its interest in the GSJV.

Africa Mining Segment-Mali

In November 2013, Denison acquired control of Rockgate and acquired additional mineral property interests in five projects in Mali with a fair value of $11,996,000 (see note 5). The most significant of these projects is the Falea project to which all of the fair value has been allocated.

Africa Mining Segment-Namibia

On April 26, 2013, Denison completed the acquisition of Fission and acquired additional mineral property interests in two projects in Namibia with a fair value of $5,949,000 (see note 5). The most significant of these projects is the Dome project to which all of the fair value has been allocated. During 2013, the Company released its interest in one of the projects so that only the Dome project remains at December 31, 2013.

The Company currently has a 90% interest in the Dome project and is a party to an earn-in agreement with Rio Tinto Mining and Exploration Limited (“Rio”) that was entered into prior to the Company acquiring control of the project. Under the earn-in agreement, Rio can earn: a) 49% of Denison’s interest in the project by incurring exploration expenditures of $5,000,000 by September 2016 (the “First Stage Earn-In”); b) an additional 15% of Denison’s interest in the project by spending an additional $5,000,000 within two years of completing the First Stage Earn-In (the “Second Stage Earn-In”); and c) an additional 11% of Denison’s interest in the project by funding a bankable feasibility study within five years of completing the Second Stage Earn-In. As at December 31, 2013, Rio has spent approximately $1,561,000 towards the First Stage Earn-In (see note 28).

- 24 -

Africa Mining Segment-Niger

In November 2013, Denison acquired control of Rockgate and acquired additional mineral property interests in one project in Niger with a fair value of $94,000 (see note 5).

Africa Mining Segment-Zambia

The Company has a 100% interest in the Mutanga project (includes the Mutanga, Dibwe and Dibwe East deposits) located in Zambia.

In 2013, in light of the implied valuations associated with recent market transactions involving companies with uranium projects in Africa and in conjunction with regular reviews of exploration and development plans for its projects, the Company has completed an impairment test on its Mutanga project.

The Company used a fair value less costs of disposal analysis to determine the recoverable amount of the project as at December 31, 2013. In determining the recoverable amount, the Company used a valuation technique that relied on market transactions adjusted for differences in deposit grade, resource size and resource quality to make them more comparable to the Company’s Mutanga project. The application of the valuation technique requires management’s judgment when considering qualitative and quantitative factors specific to the Mutanga project.

Since the Mutanga project’s recoverable amount was determined to be lower than its carrying amount, the Company has recognized an impairment loss of $46,165,000 in 2013 to adjust the project’s carrying amount to its recoverable amount of ZMW 167,055,000 (equivalent to $30,000,000 as at December 31, 2013).

12.	INTANGIBLES

The intangibles balance consists of:

	At December 31			At December 31
(in thousands)	2013			2012

Cost	$	6,957		$	7,438
Accumulated amortization		(5,705	)		(5,430	)
Net book value	$	1,252		$	2,008

Net book value-by item:
UPC management services agreement	$	1,252		$	2,008
Net book value	$	1,252		$	2,008

The intangibles continuity summary is as follows:

				Accumulated			Net
(in thousands)	Cost			Amortization			Book Value

Balance – January 1, 2012	$	7,276		$	(4,438	)	$	2,838
Amortization		-			(888	)		(888	)
Foreign exchange		162			(104	)		58
Balance – December 31, 2012	$	7,438		$	(5,430	)	$	2,008

Amortization		-			(648	)		(648	)
Foreign exchange		(481	)		373			(108	)
Balance – December 31, 2013	$	6,957		$	(5,705	)	$	1,252

UPC Management Services Agreement

The intangible from the UPC management services agreement is associated with the acquisition of Denison Mines Inc (“DMI”) in 2006. The contract is being amortized over its estimated useful life (see note 24).

- 25 -

13.	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 31, 2011. 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 of 3.65%;

—

Medical cost trend rates at 7.00% per annum initially, grading down to 4.50% per annum over 20 years and remaining at 4.50% per annum thereafter; and

—

Dental cost trend rates at 4.00% per annum for the first ten years, 3.50% per annum for the following ten years and 3.0% per annum thereafter;

The post-employment benefits balance consists of:

	At December 31		At December 31
(in thousands)	2013		2012
			Restated (note 3)

Accrued benefit obligation	$	3,321	$	3,664
	$	3,321	$	3,664

Post-employment benefits liability-by duration:
Current	$	376	$	402
Non-current		2,945		3,262
	$	3,321	$	3,664

The post-employment benefits continuity summary is as follows:

(in thousands)

Balance - January 1, 2012	$	3,685
Benefits paid		(235	)
Interest cost		132
Foreign exchange		82
Balance - December 31, 2012	$	3,664

Benefits paid		(235	)
Interest cost		125
Foreign exchange		(233	)
Balance - December 31, 2013	$	3,321

- 26 -

14.	RECLAMATION OBLIGATIONS

The reclamation obligations balance consists of:

	At December 31		At December 31
(in thousands)	2013		2012

Reclamation liability - by location:
Elliot Lake	$	10,008	$	12,673
McClean and Midwest Joint Ventures		2,200		2,991
	$	12,208	$	15,664

Reclamation and remediation liability - by duration:
Current	$	699	$	848
Non-current		11,509		14,816
	$	12,208	$	15,664

The reclamation obligations continuity summary is as follows:

(in thousands)

Balance - January 1, 2012	$	21,576
Accretion		990
Business divestiture (see note 5)		(7,336	)
Expenditures incurred		(797	)
Liability adjustments-income statement		762
Liability adjustments-balance sheet		151
Foreign exchange		318
Balance - December 31, 2012	$	15,664

Accretion		796
Expenditures incurred		(877	)
Liability adjustments-income statement		(1,645	)
Liability adjustments-balance sheet		(755	)
Foreign exchange		(975	)
Balance - December 31, 2013	$	12,208

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 6.13% (2012: 5.26%). As at December 31, 2013, the undiscounted amount of estimated future reclamation costs is $26,217,000 (CAD$27,885,000) (December 31, 2012: $27,967,000 (CAD$27,825,000)).

Spending on restoration activities at the Elliot Lake site is funded from monies in the Elliot Lake Reclamation Trust fund (see note 10).

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 6.13% (2012: 5.26%). As at December 31, 2013, the undiscounted amount of estimated future reclamation costs is $9,062,000 (CAD$9,639,000) (2012: $9,496,000 (CAD$9,448,000)). Reclamation costs are expected to be incurred between 2025 and 2052.

- 27 -

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 December 31, 2013, the Company has provided irrevocable standby letters of credit, from a chartered bank, in favour of Saskatchewan Environment, totalling CAD$9,698,000.

15.	DEBT OBLIGATIONS

The debt obligations balance consists of:

	At December 31		At December 31
(in thousands)	2013		2012


Notes payable and other financing	$	97	$	229
	$	97	$	229

Debt obligations, by duration:
Current	$	55	$	125
Non-current		42		104
	$	97	$	229

Revolving Line of Credit

In June 2012, the Company entered into a revolving term credit facility (the “facility”) with the Bank of Nova Scotia for up to $15,000,000. In 2013, the maturity date of this facility, originally June 28, 2013, was extended to January 31, 2014. Subsequent to the 2013 year-end, a new facility was entered into (see note 28).

The facility contains a covenant to maintain a level of tangible net worth greater than or equal to the sum of $230,000,000 plus an amount equal to (i) 50% of each equity issue from and including March 31, 2012; and (ii) 50% of positive net income in each fiscal quarter from and including March 31, 2012.

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.

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.

At December 31, 2013, the Company has no outstanding borrowings under the facility (December 31, 2012 - $nil) and it is in compliance with its facility covenants. At December 31, 2013, approximately $9,118,000 of the facility is being utilized as collateral for certain letters of credit and is not available to draw upon (December 31, 2012 - $9,748,000). During 2013 and 2012, the Company did not incur any interest under the facility.

The Company has deferred $46,000 (CAD$49,000) of incremental costs associated with the set-up of the facility. These costs are being amortized over the term of the facility. The unamortized portion of the asset is included in “prepaid expenses and other” on the consolidated balance sheet.

Scheduled Debt Obligation Maturities

The table below represents currently scheduled maturities of debt obligations over the next 3 years when it will be paid in full:

(in thousands)

2014	$	55
2015		32
2016		10
	$	97

- 28 -

16.	OTHER LIABILITIES

The other liabilities balance consists of:

	At December 31		At December 31
(in thousands)	2013		2012

Unamortized fair value of toll milling contracts	$	940	$	1,005
Flow-through share premium obligation		324		1,750
Other		9		-
	$	1,273	$	2,755

Other long-term liabilities - by duration:
Current	$	333	$	1,750
Non-current		940		1,005
	$	1,273	$	2,755

Unamortized fair values of toll milling contracts are amortized to revenue on a pro-rata basis over the estimated volume of the applicable contract. Flow-thru share premium obligations are recognized in deferred tax recoveries when the benefits of the related flow-through share issue are renounced to subscribers.

17.	INCOME TAXES

The income tax recovery (expense) balance from continuing operations consists of:

(in thousands)	2013			2012

Current income tax:
Based on taxable income for the period	$	-		$	-
Prior period (under) over provision		51			318
		51			318
Deferred income tax:
Origination/reversal of temporary differences		960			2,674
Tax benefit-previously unrecognized tax assets		1,729			-
Change in tax rates / legislation		(18,410	)		(23	)
Prior year (under) over provision		248			926
		(15,473	)		3,577
Income tax recovery (expense)	$	(15,422	)	$	3,895

- 29 -

The Company operates in multiple industries and jurisdictions, and the related income is subject to varying rates of taxation. The combined Canadian tax rate reflects the federal and provincial tax rates in effect in Ontario, Canada for each applicable year. A reconciliation of the combined Canadian tax rate to the Company’s effective rate of income tax is as follows:

(in thousands)	2013			2012

Income (loss) before taxes	$	(68,413	)	$	(29,366	)
Combined Canadian tax rate		26.50	%		26.50	%
Income tax recovery (expense) at combined rate		18,129			7,782
Difference in foreign tax rates		2,912			(190	)
Non-deductible amounts		(15,810	)		(1,272	)
Non-taxable amounts		1,538			-
Previously unrecognized future tax assets (1)		1,729			-
Renunciation of tax attributes-flow through shares		(1,101	)		-
Change in deferred tax assets not recognized		(16,559	)		(4,265	)
Change in tax rates / legislation (2)		(18,410	)		-
Prior year (under) over provision		299			1,244
Other		11,851			596
Income tax recovery (expense)	$	(15,422	)	$	3,895

(1)

The Company has recognized certain previously unrecognized Canadian tax assets most of which relates to the 2013 renunciation of certain tax benefits to subscribers of its October 2012 CAD$7,005,000 flow-through share offering; and

(2)

In December 2013, a new uranium mining royalty system became substantively enacted in the province of Saskatchewan, Canada. The Company has concluded that a component of the new royalty system constitutes an income-based tax and is within the scope of IAS 12. The tax basis available to the Company under the new system is significantly less than the carrying value associated with the assets that will be subject to the royalty in future years. Accordingly, a deferred tax liability has been recorded by way of a corresponding charge to deferred tax expense in Q4-2013.

The deferred income tax assets (liabilities) balance reported on the balance sheet is comprised of the temporary differences as presented below:

	At December 31			At December 31
(in thousands)	2013			2012

Deferred income tax assets:
Property, plant and equipment, net	$	636		$	394
Post-employment benefits		887			1,045
Reclamation and remediation obligations		3,392			4,225
Other long-term liabilities		249			271
Tax loss carry forwards		8,061			4,720
Other		5,531			5,520
Deferred income tax assets-gross		18,756			16,175
Set-off against deferred income tax liabilities		(18,756	)		(16,175	)
Deferred income tax assets-per balance sheet	$	-		$	-

Deferred income tax liabilities:
Inventory	$	(696	)	$	(594	)
Property, plant and equipment, net		(42,237	)		(23,481	)
Intangibles		(331	)		(542	)
Other		(1,339	)		(1,001	)
Deferred income tax liabilities-gross		(44,603	)		(25,618	)
Set-off of deferred income tax assets		18,756			16,175
Deferred income tax liabilities-per balance sheet	$	(25,847	)	$	(9,443	)

- 30 -

The deferred income tax liability continuity summary is as follows:

(in thousands)

Balance - January 1, 2012	$	(12,747	)
Recognized in income (loss)		3,577
Other, including foreign exchange gain (loss)		(273	)
Balance - December 31, 2012	$	(9,443	)

Recognized in income (loss)		(15,473	)
Recognized in other liabilities (flow-through shares)		(1,727	)
Recognized in equity (warrant expiries)		(2	)
Other, including foreign exchange gain (loss)		798
Balance - December 31, 2013	$	(25,847	)

Management believes that it is not probable that sufficient taxable profit will be available in future years to allow the benefit of the following deferred tax assets to be utilized:

	At December 31		At December 31
(in thousands)	2013		2012

Deferred income tax assets not recognized
Investments	$	118	$	117
Property, plant and equipment		26,750		9,125
Tax losses – capital		29,141		31,208
Tax losses – operating		27,903		19,560
Tax credits		1,131		761
Other deductible temporary differences		2,852		2,615
Deferred income tax assets not recognized	$	87,895	$	63,386

A geographic split of the Company’s tax losses and tax credits not recognized and the associated expiry dates of those losses and credits is as follows:

	Expiry		At December 31			At December 31
(in thousands)	Date		2013			2012

Tax losses - gross
Canada		2028-2033	$	116,113		$	75,217
Mongolia		2018-2021		4,547			742
Zambia		2013-2023		12,284			13,134
Other	Unlimited			378			584
Tax losses - gross				133,322			89,677
Tax benefit at tax rate of 25% - 37.5%				35,964			24,280
Set-off against deferred tax liabilities				(8,061	)		(4,720	)
Total tax loss assets not recognized			$	27,903		$	19,560

Tax credits
Canada		2028-2033		1,131			761
Total tax credit assets not recognized			$	1,131		$	761

- 31 -

18.	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

Balance at January 1, 2012		384,660,915	$	974,312
Issued for cash:
New issue gross proceeds		4,145,000		7,019
New issue gross issue costs		-		(463	)
Flow-through share premium liability		-		(1,744	)
		4,145,000		4,812
Balance at December 31, 2012		388,805,915	$	979,124

Issued for cash:
New issue gross proceeds		11,500,000		14,382
New issue gross issue costs		-		(755	)
Share options exercised		134,972		111
Share purchase warrants exercised		402,129		330
Acquisition of JNR		7,975,479		10,956
Acquisition of Fission		53,053,284		66,259
Acquisition of Rockgate		20,131,665		21,760
Share options exercised-fair value adjustment		-		98
Share purchase warrants exercised-fair value adjustment		-		211
Flow-through share premium liability		-		(332	)
		93,197,529		113,020
Balance at December 31, 2013		482,003,444	$	1,092,144

New Issues

In October 2012, the Company completed a private placement of 4,145,000 flow-through common shares at a price of CAD$1.69 per share for gross proceeds of $7,019,000 (CAD$7,005,000). The shares were subject to a four month hold period which expired on February 27, 2013. The related flow-through share premium liability has been included as a component of other liabilities on the balance sheet.

In May 2013, the Company completed a private placement of 11,500,000 flow-through common shares at a price of CAD$1.30 per share for gross proceeds of $14,382,000 (CAD$14,950,000). The related flow-through share premium liability has been included as a component of other liabilities on the balance sheet.

Acquisition Related Issues

In January 2013, the Company issued 7,975,479 shares at a value of $10,956,000 (CAD$10,926,000) as part of the acquisition of JNR (see note 5).

In April 2013, the Company issued 53,053,284 shares at a value of $66,259,000 (CAD$67,378,000) as part of the acquisition of Fission (see note 5).

In November and early December 2013, the Company issued 20,131,665 shares at a value of $21,760,000 (CAD$22,800,000) as part of the acquisition of a controlling interest in Rockgate (see note 5).

Flow-Through Share Issues

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

As at December 31, 2013, the Company estimates that it has spent its entire CAD$7,005,000 October 2012 flow-through share obligation. The Company renounced the income tax benefits of this issue to its subscribers in February 2013. In conjunction with the renunciation, the flow-through share premium liability related to this issue has been reversed and recognized as part of the deferred tax recovery (see note 17).

- 32 -

As at December 31, 2013, the Company estimates that it has spent CAD$2,851,000 of its CAD$14,950,000 May 2013 flow-through share obligation. The Company renounced the income tax benefits of this issue to its subscribers in February 2014.

As part of the Fission Arrangement, the Company has assumed the flow-through share obligation of Fission related to its CAD$6,000,000 December 2012 flow-through share issue, the majority of which was spent prior to the transaction closing date of April 26, 2013. As at December 31, 2013, the Company estimates that it has spent all of the required monies relating to this obligation.

19.	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:

	Weighted
	Average		Number of
	Exercise		Common			Fair
	Price Per		Shares			Value
(in thousands except share amounts)	Share (CAD$)		Issuable			Amount

Balance outstanding at December 31, 2012	$	-		-		$	-

Warrants issued on acquisition of JNR (note 5)		2.05		272,290			17
Warrants assumed on acquisition of Fission (note 5)		0.84		1,500,854			827
Warrants exercised		0.85		(402,129	)		(211	)
Warrants expired		2.05		(272,290	)		(17	)
Balance outstanding at December 31, 2013	$	0.84		1,098,725		$	616

Balance of common shares issuable by warrant series:
JNR May 2012 series (1)	$	2.05		-		$	-
Fission November 2011 series (2)		1.09		-			-
Fission December 2012 series (3)		0.77		-			-
Fission January 2013 series (4)		0.84		1,098,725			616
Balance outstanding at December 31, 2013	$	0.84		1,098,725		$	616

(1)

The JNR May 2012 series had an effective exercise price of CAD$2.05 per issuable share and expired on November 1, 2013.

(2)

The Fission November 2011 series had an effective exercise price of CAD$1.09 per issuable share and expired on November 17, 2013.

(3)

The Fission December 2012 series had an effective exercise price of CAD$0.77 per issuable share and expires on December 21, 2014.

(4)

The Fission January 2013 series has an effective exercise price of CAD$0.84 per issuable share and expires on January 21, 2015.

20.	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 39,670,000 common shares. As at December 31, 2013, an aggregate of 13,393,880 options have been granted (less cancellations) since the Plan’s inception in 1997.

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

- 33 -

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

Stock options outstanding - beginning of period		7,013,765		$	2.47
Issued on acquisition of JNR (note 5)		579,255			5.70
Issued on acquisition of Fission (note 5)		1,985,035			1.01
Granted		1,320,000			1.30
Exercised (1)		(134,972	)		0.85
Forfeitures		(1,801,040	)		2.41
Expiries		(530,905	)		7.12
Stock options outstanding - end of period		8,431,138		$	1.91
Stock options exercisable - end of period		6,583,638		$	2.07

(1)

The weighted average share price at the date of exercise was CAD$1.24.

A summary of the Company’s stock options outstanding at December 31, 2013 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
$	0.38 to $ 2.49		2.28		6,946,163	$	1.52
$	2.50 to $ 4.99		1.82		1,109,656		3.33
$	5.00 to $ 5.67		2.23		375,319		5.06
Stock options outstanding - end of period			2.22		8,431,138	$	1.91

Options outstanding at December 31, 2013 expire between January 2014 and March 2018.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. The following table outlines the range of assumptions used in the model to determine the fair value of options granted (excluding those granted pursuant to the JNR and Fission acquisitions – refer to note 5):

		2013			2012

Risk-free interest rate			1.29	%		1.21% – 1.39	%
Expected stock price volatility			60.2	%		65.5% – 92.8	%
Expected life		3.6 years			3.7 years
Estimated forfeiture rate (1)			4.6	%		4.7	%
Expected dividend yield			–			–
Fair value per share under options granted	CAD$0.58				CAD$0.56 – CAD$0.97

(1)

The estimated forfeiture rate for 2012 excludes 2,404,250 stock options that were forfeited in the third quarter of 2012 due to the U.S. Mining Division transaction with EFR (see note 5).

The fair values of stock options with vesting provisions are amortized on a graded method basis as stock-based compensation expense over the applicable vesting periods. Included in the statement of income (loss) is stock-based compensation of $903,000 for 2013 and $1,500,000 for 2012. At December 31, 2013, the Company had an additional $341,000 in stock-based compensation expense to be recognized periodically to March 2015.

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21.	ACCUMULATED OTHER COMPREHENSIVE INCOME

The accumulated other comprehensive income balance consists of:

	At December 31			At December 31
(in thousands)	2013			2012
				Restated (note 3)

Cumulative foreign currency translation	$	(7,880	)	$	11,062
Unamortized experience gain – post employment liability
Gross		206			206
Tax effect		(56	)		(56	)
Unrealized gains (losses) on investments
Gross		1			(285	)
	$	(7,729	)	$	10,927

22.	SUPPLEMENTAL FINANCIAL INFORMATION

The components of operating expenses from continuing operations are as follows:

	Year Ended
	December 31			December 31
(in thousands)	2013			2012

Cost of goods and services sold:
Operating Overheads:
Mining, other development expense	$	(2,739	)	$	(5,674	)
Milling, conversion expense		(72	)		(72	)
Less absorption:
-Stockpiles, mineral properties		1,203			2,278
Cost of services		(8,812	)		(10,131	)
Cost of goods and services sold		(10,420	)		(13,599	)
Reclamation asset amortization		(36	)		(32	)
Reclamation liability adjustments		1,645			(762	)
Sales royalties and capital taxes		-			9
Operating expenses	$	(8,811	)	$	(14,384	)

The components of other income (expense) from continuing operations are as follows:

	Year Ended
	December 31			December 31
(in thousands)	2013			2012

Gains (losses) on:
Foreign exchange	$	17		$	(2,526	)
Disposal of property, plant and equipment		(12	)		67
Investment impairments		(39	)		(64	)
Investment fair value through profit (loss)		(1,328	)		523
Restructuring of GSJV (1)		-			(742	)
Other		833			66
Other income (expense)	$	(529	)	$	(2,676	)

(1)

In March 2012, Denison acquired an additional 15% interest in the GSJV, from a prior participant, for cash consideration of $742,000 and the release of the prior participant’s share of unfunded GSJV obligations. This payment has been expensed in the statement of operations as Denison expects to transfer this additional interest to Mon-Atom as part of a restructuring plan associated with its Mongolian interests (see note 11).

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The components of finance income (expense) from continuing operations are as follows:

	Year Ended
	December 31			December 31
(in thousands)	2013			2012

Interest income	$	392		$	483
Interest expense		(3	)		(7	)
Accretion expense-reclamation obligations		(796	)		(794	)
Accretion expense-post-employment benefits		(125	)		(132	)
Finance income (expense)	$	(532	)	$	(450	)

A summary of depreciation expense recognized in the statement of income (loss) from continuing operations is as follows:

	Year Ended
	December 31			December 31
(in thousands)	2013			2012

Operating expenses:
Mining, other development expense	$	(283	)	$	(316	)
Milling, conversion expense		(11	)		(39	)
Cost of services		(259	)		(311	)
Mineral property exploration		(174	)		(96	)
General and administrative		(69	)		(86	)
Depreciation expense - gross	$	(796	)	$	(848	)

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

	Year Ended
	December 31			December 31
(in thousands)	2013			2012

Salaries and short-term employee benefits	$	(9,272	)	$	(10,135	)
Share-based compensation		(903	)		(1,591	)
Termination benefits		(474	)		(1,054	)
Employee benefits expense	$	(10,649	)	$	(12,780	)

The change in non-cash working capital items in the consolidated statements of cash flows is as follows:

	Year Ended
	December 31			December 31
(in thousands)	2013			2012

Change in non-cash working capital items:
Trade and other receivables	$	(1,720	)	$	9,449
Inventories		(187	)		(14,025	)
Prepaid expenses and other assets		(78	)		1,314
Accounts payable and accrued liabilities		331			3,296
Post-employment benefits		(235	)		(235	)
Reclamation obligations		(877	)		(797	)
Deferred revenue		-			257
Change in non-cash working capital items	$	(2,766	)	$	(741	)

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23.	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 other customers and general corporate expenses not allocated to the other segments.

For the year ended December 31, 2013, business segment results from continuing operations were as follows:

(in thousands)	Canada Mining			Asia Mining			Africa Mining			Services and Other			Total

Statement of Operations:
Revenues		-			-			-			10,407			10,407

Expenses:
Operating expenses		649			-			(648	)		(8,812	)		(8,811	)
Mineral property exploration		(12,019	)		(550	)		(1,113	)		-			(13,682	)
General and administrative		(5	)		(788	)		(1,022	)		(6,352	)		(8,167	)
Impairment-mineral properties (note 11)		(934	)		-			(46,165	)		-			(47,099	)
		(12,309	)		(1,338	)		(48,948	)		(15,164	)		(77,759	)
Segment income (loss)		(12,309	)		(1,338	)		(48,948	)		(4,757	)		(67,352	)

Revenues – supplemental:
Environmental services		-			-			-			8,763			8,763
Management fees and commissions		-			-			-			1,644			1,644
		-			-			-			10,407			10,407

Capital additions:
Property, plant and equipment		1,188			114			1,010			83			2,395

Long-lived assets:
Plant and equipment
Cost		87,328			396			2,613			3,984			94,321
Accumulated depreciation		(8,792	)		(253	)		(1,726	)		(1,856	)		(12,627	)
Mineral properties		144,649			7,229			47,438			-			199,316
Intangibles		-			-			-			1,252			1,252
		223,185			7,372			48,325			3,380			282,262

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For the year ended December 31, 2012, business segment results from continuing operations were as follows:

(in thousands)	Canada Mining			Asia Mining			Africa Mining			Services and Other			Total

Statement of Operations:
Revenues		-			-			-			11,127			11,127

Expenses:
Operating expenses		(4,175	)		-			(78	)		(10,131	)		(14,384	)
Mineral property exploration		(5,725	)		(3,156	)		(3,627	)		-			(12,508	)
General and administrative		-			(788	)		(1,115	)		(8,572	)		(10,475	)
		(9,900	)		(3,944	)		(4,820	)		(18,703	)		(37,367	)
Segment income (loss)		(9,900	)		(3,944	)		(4,820	)		(7,576	)		(26,240	)

Revenues – supplemental:
Environmental services		-			-			-			9,456			9,456
Management fees and commissions		-			-			-			1,671			1,671
		-			-			-			11,127			11,127

Capital additions: (1)
Property, plant and equipment		1,348			236			2,165			325			4,074

Long-lived assets:
Plant and equipment
Cost		93,104			600			1,217			4,426			99,347
Accumulated depreciation		(9,119	)		(410	)		(713	)		(1,901	)		(12,143	)
Mineral properties		74,041			8,337			78,306			-			160,684
Intangibles		-			-			-			2,008			2,008
		158,026			8,527			78,810			4,533			249,896

(1)

In June 2012, the Company divested its U.S. Mining Division (see note 5). The capital additions amount reported above excludes $10,450,000 of capital additions attributable to the former U.S. mining segment.

Revenue Concentration

The Company’s business from continuing operations is such that, at any given time, it sells its environmental and other services to a relatively small number of customers. During 2013, four customers from the services and other segment accounted for approximately 87% of total revenues consisting of 50%, 16%, 11% and 10% individually. In 2012, three customers from the services and other segment accounted for approximately 86% of total revenues consisting of 46%, 25% and 15% individually.

24.	RELATED PARTY TRANSACTIONS

Uranium Participation Corporation

The Company is a party to a management services agreement with UPC. On April 1, 2013, a new management services agreement was signed. Under the terms of the new agreement, the Company receives 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 CAD$400,000 (plus reasonable out-of-pocket expenses) plus an additional fee of 0.3% per annum based upon UPC’s net asset value in excess of CAD$100,000,000; and c) a fee, at the discretion of the Board, for on-going monitoring or work associated with a transaction or arrangement (other than a financing, or the purchase or sale of uranium).

The new management services agreement has a three-year term and may be terminated by either party upon the provision of 120 days written notice.

In accordance with the management services agreement, all uranium investments owned by UPC are held in accounts with conversion facilities in the name of DMI as manager for and on behalf of UPC.

- 38 -

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

	Year Ended
	December 31		December 31
(in thousands)	2013		2012

Revenue:
Management fees	$	1,644	$	1,671
	$	1,644	$	1,671

At December 31, 2013, accounts receivable includes $148,000 (December 31, 2012: $143,000) due from UPC with respect to the fees and transactions indicated above.

Korea Electric Power Corporation (“KEPCO”)

In June 2009, Denison completed definitive agreements with KEPCO including a long-term offtake agreement (which has been assigned to EFR as part of the U.S. Mining Division transaction – see note 5 and 26) and a strategic relationship agreement. Pursuant to the strategic relationship agreement, KEPCO is entitled to subscribe for additional common shares in Denison’s future share offerings. The strategic relationship agreement also provides KEPCO with a right of first opportunity if Denison intends to sell any of its substantial assets, a right to participate in certain purchases of substantial assets which Denison proposes to acquire and a right to nominate one director to Denison’s board so long as its share interest in Denison is above 5.0%.

As at December 31, 2013, KEPCO holds 58,284,000 shares of Denison representing a share interest of approximately 12.1%.

In April 2013, Denison acquired a 60% interest in Waterbury Lake Uranium Corporation and Waterbury Lake Limited Partnership as part of its acquisition of Fission. The other 40% interest in these entities is held by a consortium of investors of which KEPCO is the primary holder (see note 27).

Other

During 2013, the Company has incurred investor relations, administrative service fees and other expenses of $188,000 (2012: $75,000) with a company owned by the Chairman of the Company, and having a common President. At December 31, 2013, an amount of $nil (December 31, 2012: $nil) was due to this company.

During 2013, the Company has incurred legal fees of $1,634,000 (2012: $299,000) from a law firm of which a director of the Company is a partner. At December 31, 2013, an amount of $82,000 (December 31, 2012: $285,000) is due to this legal firm.

During 2013, the Company has incurred fees of $47,000 (2012: $52,000) for air chartered services from a company owned by the Chairman of the Company. At December 31, 2012, an amount of $nil (December 31, 2012: $nil) is 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.

The following compensation was awarded to key management personnel:

	Year Ended
	December 31		December 31
(in thousands)	2013		2012

Salaries and short-term employee benefits	$	1,630	$	1,614
Share-based compensation		577		1,127
Termination benefits		-		867
Key management personnel compensation	$	2,207	$	3,608

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25.	CAPITAL MANAGEMENT AND FINANCIAL RISK

Capital Management

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

Planning, annual budgeting and controls over major investment decisions are the primary tools used to manage the Company’s capital. The Company’s cash is managed centrally and disbursed to the various regions via a system of cash call requests which are reviewed by the key decision makers. Under the Company’s delegation of authority guidelines, significant debt obligations require the approval of both the CEO and the CFO before they are entered into.

The Company manages its capital by review of the following measure:

	At December 31			At December 31
(in thousands)	2013			2012

Net cash:
Cash and cash equivalents	$	21,786		$	38,188
Investments in debt instruments (see note 5 and 9)		14,818			-
Debt obligations - current		(55	)		(125	)
Debt obligations – long term		(42	)		(104	)
Net cash		36,507			37,959

Financial Risk

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

(a)

Credit Risk

Credit risk is the risk of loss due to a counterparty’s inability to meet its obligations under a financial instrument that will result in a financial loss to the Company. The Company believes that the carrying amount of its cash and cash equivalents, trade and other receivables, investments in debt instruments and restricted cash and investments represents its maximum credit exposure.

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

	At December 31		At December 31
(in thousands)	2013		2012

Cash and cash equivalents	$	21,786	$	38,188
Trade and other receivables		4,148		2,638
Investments in debt instruments		14,818		-
Restricted cash and investments		2,299		2,254
	$	43,051	$	43,080

The Company limits cash and cash equivalents, investment in debt instruments and restricted cash and investment risk by dealing with credit worthy financial institutions.

The Company’s trade and other receivables balance relates to a small number of customers who are credit worthy and with whom the Company has established a relationship with through its past dealings.

- 40 -

(b)

Liquidity Risk

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

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

(in thousands)	Within 1 Year		1 to 5 Years

Accounts payable and accrued liabilities	$	7,992	$	-
Debt obligations (Note 15)		55		42
	$	8,047	$	42

(c)

Currency Risk

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

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

The impact of the U.S dollar strengthening at December 31, 2013 against the Company’s foreign currencies, with all other variables held constant, is as follows:

	Dec.31’2013		Sensitivity		Change in
	Foreign Ex-		Foreign Ex-		net income
(in thousands except foreign exchange rates)	Change Rate		Change Rate		(loss)
Currency risk
Canadian dollar (“CAD”)		0.9402		0.8462	$	15,422
Mongolian tugrog (“MNT”)		1,614.99		1,776.49		(4,022	)
West Africa French Franc (“CFA”)		476.64		524.31		(5,873	)
Zambian kwacha (“ZMW”)		5.5685		6.1253		(4,564	)
					$	963

(d)

Interest Rate Risk

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

- 41 -

(e)

Price Risk

The Company is exposed to equity price risk as a result of holding equity investments in other exploration and mining companies. The Company does not actively trade these investments. The sensitivity analysis below has been determined based on the exposure to equity price risk at December 31, 2013:

	Change in		Change in
	net income		comprehensive
(in thousands)	(loss)		income (loss)

Equity price risk
10% increase in equity prices	$	109	$	111

Fair Value of Financial Instruments

IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:

—

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

—

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

—

Level 3 – Inputs that are not based on observable market data.

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

Except as otherwise disclosed, the fair values of cash and cash equivalents, trade and other receivables, accounts payable and accrued liabilities, restricted cash and cash equivalents and debt obligations approximate their carrying values as a result of the short-term nature of the instruments, or the variable interest rate associated with the instruments, or the fixed interest rate of the instruments being similar to market rates.

The following table illustrates the classification of the Company’s financial assets within the fair value hierarchy as at December 31, 2013 and December 31, 2012:

			December 31		December 31,
	Financial	Fair	2013		2012
	Instrument	Value	Fair		Fair
(in thousands)	Category(1)	Hierarchy	Value		Value

Financial Assets:
Cash and equivalents	Category D		$	21,786	$	38,188
Trade and other receivables	Category D			4,148		2,638
Investments
Equity instruments	Category A	Level 1		1,106		2,332
Equity instruments	Category B	Level 1		17		511
Debt instruments	Category A	Level 1		14,818		-
Restricted cash and equivalents
Elliot Lake reclamation trust fund	Category C			2,299		2,254
			$	44,174	$	45,923

Financial Liabilities:
Account payable and accrued liabilities	Category E			7,992		4,878
Debt obligations	Category E			97		229
			$	8,089	$	5,107

(1)

Financial instrument designations are as follows: Category A=Financial assets and liabilities at fair value through profit and loss; Category B=Available for sale investments; Category C=Held to maturity investments; Category D=Loans and receivables; and Category E=Financial liabilities at amortized cost.

- 42 -

26.	COMMITMENTS AND CONTINGENCIES

General Legal Matters

The Company is involved, from time to time, in various 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 remains a guarantor under a sales contract included in the sale of the U.S. Mining Division to EFR. The sales contract requires deliveries of 200,000 pounds of U3O8 per year from 2013 to 2017 at a selling price of 95% of the long-term U3O8 price at the time of delivery. Should EFR not be able to deliver for any reason other than “force majeure” as defined under the contract, the Company may be liable to the customer for incremental costs incurred to replace the contracted quantities if the unit price of the replacement quantity is greater than the contracted unit price selling amount. EFR has agreed to indemnify the Company for any future liabilities it may incur related to this guarantee.

The Company has agreed to indemnify EFR against any future liabilities it may incur in connection with ongoing litigation between Denison Mines (USA) Corp (“DUSA”) (a company acquired by EFR as part of the sale of the U.S. Mining Division) and a contractor in respect of a construction project at the White Mesa mill. In the event that the matter is decided in DUSA’s favour, the Company is entitled to any proceeds that are received or recovered by EFR pursuant to its indemnity. Both parties agreed to resolve the dispute via binding arbitration and arbitration hearings for this matter were held in November 2013. In January 2014 an arbitration order was issued in DUSA’s and Denison’s favour. The amount of damages which may be ultimately recoverable by the Company as a result of this ruling are not known at this time.

Performance Bonds and Letters of Credit

In conjunction with various contracts, reclamation and other performance obligations, the Company may be required to issue performance bonds and letters of credit as security to creditors to guarantee the Company’s performance. Any potential payments which might become due under these items would be related to the Company’s non-performance under the applicable contract. As at December 31, 2013, the Company had outstanding letters of credit of $9,118,000 of which $9,118,000 is collateralized by a reduction in the Company’s line of credit limit available for general corporate purposes (see note 15).

Others

The Company has committed to payments under various operating leases and other commitments. Excluding spending amounts which may be required to maintain the Company’s mineral properties in good standing, the future minimum payments are as follows:

(in thousands)

2014	$	369
2015		203
2016		98
2017		17
2018		-
2019 and thereafter		-
	$	687

- 43 -

27.	INTEREST IN OTHER ENTITIES

The significant entities and contractual interests in which Denison has a non-100% voting / participating interest at December 31, 2013 are listed below.

	Place		Denison		Denison
	Of	Entity	Voting		Participating		Accounting
	Business	Type (1)	Interest (2)		Interest (3)		Method (4)

Non-100% Owned Entities

Waterbury Lake Uranium Corp	Canada	JO-1	60.00	%	60.00	%	Proportionate Share
Waterbury Lake Uranium LP	Canada	JO-1	60.00	%	60.00	%	Proportionate Share
Pitchstone Namibia (Pty) Ltd	Namibia	SUB	73.60	%	100.00	%	Consolidation
Gurvan Saihan Joint Venture	Mongolia	SUB	85.00	%	100.00	%	Consolidation
Rockgate Capital Corp	Canada / Niger	SUB	89.72	%	89.72	%	Consolidation
Rockgate Mali SARL	Mali	SUB	89.72	%	89.72	%	Consolidation
Delta Exploration Mali SARL	Mali	SUB	89.72	%	89.72	%	Consolidation

Non-100% Owned Contractual Arrangements

McClean Joint Venture Agreement	Canada	JO-2	22.50	%	22.50	%	Proportionate Share
Midwest Joint Venture Agreement	Canada	JO-2	25.17	%	25.17	%	Proportionate Share
Wheeler River	Canada	JO-2	60.00	%	60.00	%	Proportionate Share
Wolly	Canada	JO-2	22.50	%	22.50	%	Proportionate Share

(1)

The Entity Type classifications are as follows: SUB=Subsidiary; JO-1=Joint Operations having joint control as defined by IFRS 11; and JO-2=Joint Operations not having joint control and beyond the scope of IFRS 11;

(2)

Voting Interest represents Denison’s percentage voting interest in the entity or contractual arrangement;

(3)

Participating interest represents Denison’s percentage funding contribution to the particular arrangement. This percentage can differ from equity interest in instances where other parties to the arrangement have carried interests in the arrangement; and

(4)

Proportionate share is where Denison accounts for its share of assets, liabilities, revenues and expenses of the arrangement in relation to its participating interest.

Pitchstone Namibia (Pty) Ltd (“Pitchstone Namibia”) was acquired by Denison as part of the Fission arrangement (see note 5). Pitchstone Namibia’s key asset is the Dome project. Denison’s participating interest is larger than its voting interest at this time due to its partner’s carried interest. Denison is currently funding 100% of the activities of this entity.

The Gurvan Saihan Joint Venture holds Denison’s key mineral property assets in Mongolia. Denison’s participating interest is larger than its voting interest at this time due to its partner’s carried interest (see note 11). Denison is currently funding 100% of the activities of this entity.

Rockgate Capital Corp, Rockgate Mali SARL and Delta Exploration Mali SARL were acquired by Denison as part of the Rockgate acquisition (see note 5). The results of these entities have been fully consolidated and a non-controlling interest of 10.28% has been recognized for the voting interest not owned by Denison. The Rockgate non-controlling interest was acquired by Denison in January 2014 (see note 28).

28.	SUBSEQUENT EVENTS

Acquisition of Rockgate Capital Corp

On January 17, 2014, pursuant to a plan of arrangement, Denison completed the acquisition of Rockgate by issuing an additional 2,312,622 common shares as consideration for the 10.38% non-controlling interest it had not previously acquired under its takeover bid (see note 5). The share consideration, plus some nominal plan of arrangement transaction costs, valued the non-controlling interest at $3,091,000. Denison now owns 100% of Rockgate and its subsidiaries.

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Namibia – Dome Project – Rio Earn-In

On March 4, 2014, Rio issued notice to the Company that it intends to terminate its option to earn an interest in the Dome project in Namibia. Rio discontinued activities at the site at the end of February 2014.

Bank of Nova Scotia Credit Facility Renewal

On January 31, 2014, the Company’s revolving term credit facility matured and a new revolving letter of credit facility was put in place. The new facility, also with the Bank of Nova Scotia, has a maturity date of January 31, 2015 and allows for credit to be extended to the Company for up to CAD $15,000,000. Use of the facility is restricted to non-financial letters of credit in support of reclamation obligations.

The new facility contains a covenant to maintain a level of tangible net worth greater than or equal to the sum of $150,000,000. Security provided to the bank under the new facility is the same as that under the old facility.

The new facility is subject to reduced non-financial letter of credit and standby fees of 2.00% and 0.75% respectively.

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Original signed by “Ron F. Hochstein”	Original signed by “David D. Cates”


Ron F. Hochstein	David D. Cates
President and Chief Executive Officer	Vice-President Finance & Tax
	Chief Financial Officer

DENISON MINES CORP. Consolidated Statements of Financial Position (Expressed in thousands of U.S. dollars except for share amounts)
	At December 31 2013			At December 31 2012
ASSETS				Restated (note 3)
Current
Cash and cash equivalents (note 6)	$	21,786		$	38,188
Investments (note 9)		10,040			-
Trade and other receivables (note 7)		4,148			2,638
Inventories (note 8)		2,123			1,792
Prepaid expenses and other		749			683
		38,846			43,301
Non-Current
Inventories – ore in stockpiles (note 8)		1,661			2,062
Investments (note 9)		5,901			2,843
Restricted cash and investments (note 10)		2,299			2,254
Property, plant and equipment (note 11)		281,010			247,888
Intangibles (note 12)		1,252			2,008
Total assets	$	330,969		$	300,356

LIABILITIES
Current
Accounts payable and accrued liabilities	$	7,992		$	4,878
Current portion of long-term liabilities:
Post-employment benefits (note 13)		376			402
Reclamation obligations (note 14)		699			848
Debt obligations (note 15)		55			125
Other liabilities (note 16)		333			1,750
		9,455			8,003
Non-Current
Post-employment benefits (note 13)		2,945			3,262
Reclamation obligations (note 14)		11,509			14,816
Debt obligations (note 15)		42			104
Other liabilities (note 16)		940			1,005
Deferred income tax liability (note 17)		25,847			9,443
Total liabilities		50,738			36,633

EQUITY
Share capital (note 18)		1,092,144			979,124
Share purchase warrants (note 19)		616			-
Contributed surplus (note 20)		52,943			50,671
Deficit		(860,834	)		(776,999	)
Accumulated other comprehensive income (loss) (note 21)		(7,729	)		10,927
Total equity		277,140			263,723
Non-controlling interest (note 5)		3,091			-
Total liabilities and equity	$	330,969		$	300,356

Issued and outstanding common shares (note 18)		482,003,444			388,805,915
Commitments and contingencies (note 26) Subsequent events (note 28)

(Signed) “Ron F. Hochstein”		(Signed) “Catherine J.G. Stefan”
Director		Director