6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

Date: November 7, 2014

Commission File Number: 001-33414

Denison Mines Corp.

(Translation of registrant’s name into English)

Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2

(Address of principal executive offices)

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

Form 20-F  ¨            Form 40-F  x

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

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

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

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

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

Yes  ¨            No   x

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

Signatures

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

	Denison Mines Corp.
	/s/ Sheila Colman
	Sheila Colman
Date: November 7, 2014	General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
1.	Press Release dated November 6, 2014
2.	Financial Statements for the period ended September 30, 2014
3.	Management Discussion & Analysis dated September 30, 2014
4.	Certification of Interim Filings – CEO
5.	Certification of Interim Filings—CFO

EX-1

Exhibit 1

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

PRESS RELEASE

DENISON MINES CORP. REPORTS THIRD QUARTER 2014 RESULTS

Toronto, ON – November 6, 2014… Denison Mines Corp. (“Denison” or the “Company”) (DML: TSX, DNN: NYSE MKT) today reported its results for the three months and nine months ended September 30, 2014. All amounts in this release are in U.S. dollars unless otherwise stated.

Highlights

• Completed summer drilling programs at Wheeler River, Crawford Lake and Bachman Lake in the Athabasca Basin. The summer programs involved 19,126 metres of diamond drilling in 27 drill holes, with a focus on the Company’s recent discovery of high grade uranium mineralization at the Gryphon Zone on the Wheeler River property.

• At the 60% owned Wheeler River property, a total of 14,937 metres was completed in 20 drill holes during the summer program. All of the drilling occurred at or around the newly discovered Gryphon Zone. The Gryphon Zone was discovered earlier this year with drill hole WR-556, which intersected high grade basement hosted uranium mineralization returning 15.3% U₃O₈ over 4.0 metres. The highlights from the summer drilling program include drill holes WR-569A, WR-573D1 and WR-574. Drill hole WR-569A intersected a wide zone of alteration and mineralization with several high grade intervals, including 9.41% eU₃O₈ over 3.7 metres and 5.27% eU₃O₈ over 5.9 metres. Drill hole WR-573D1 intersected 15.8% eU₃O₈ over 2.3 metres. Drill hole WR-574 intersected 7.0% eU₃O₈ over 2.0 metres and 9.8% eU₃O₈ over 2.5 metres.

• On August 12, 2014, completed a CAD$15.0 million ($13.7 million) “bought deal” private placement for the issuance of 9,257,500 flow-through common shares at a price of CAD$1.62 per share. The proceeds from the financing will fund the Company’s Canadian exploration activities through to the end of 2015

• Construction and commissioning activities continued at the McClean Lake mill during the quarter, including the final stages of commissioning of the Hydrogen Mitigation modifications to the leach circuit. On September 8, 2014, the McClean Lake Mill was officially restarted and operators at McClean Lake began leaching McClean Lake ore slurry using the newly commissioned modified leach circuit. Ore from the Cigar Lake joint venture (“CLJV”) was introduced into the mill circuit towards the end of September, leading to the production of the first packaged uranium from CLJV in early October. Production for 2014 is estimated to be up to 600,000 pounds U₃O₈ for the CLJV and up to 115,000 pounds U₃O₈ (Denison’s share, 26,000 pounds U₃O₈) for the McClean Lake joint venture (“MLJV”).

Financial Results

The Company recorded a net loss of $2,820,000 ($0.01 per share) and $27,051,000 ($0.06 per share) for the three months and nine months ended September 30, 2014, compared with a net loss from continuing operations of $45,477,000 ($0.10 per share) and $53,376,000 ($0.12 per share) for the three months and nine months ended September 30, 2013. The net loss for the nine months ended September 30, 2014 includes mineral property exploration expenses of $13,614,000, foreign exchange losses of $8,566,000 and an impairment charge against the Company’s carrying value of mineral property of $1,658,000. During the nine months ended September 30, 2013, the Company recorded an impairment charge of $35,655,000 to reduce the carrying value of the Company’s Mutanga project, located in Zambia, to its estimated recoverable amount.

	Three months ended						Nine months ended
(in thousands, except for per share amounts)	Sept. 30, 2014			Sept. 30, 2013			Sept. 30, 2014			Sept. 30, 2013
Results of Operations:
Total revenues	$	2,351		$	2,801		$	6,883		$	7,994
Net income (loss)		(2,820	)		(45,477	)		(27,051	)		(53,376	)
Basic and diluted earnings (loss)		(0.01	)		(0.10	)		(0.06	)		(0.12	)

(in thousands)	As at Sept. 30, 2014		As at Dec. 31, 2013
Financial Position:
Cash and cash equivalents	$	26,508	$	21,786
Short term investments		4,516		10,040
Long term investments		785		5,901
Cash, equivalents and investments		31,809		37,727
Working capital		25,443		29,391
Property, plant and equipment		276,238		281,010
Total assets		320,581		330,969
Total long-term liabilities	$	37,714	$	41,283

Revenue

Revenue from Denison Environmental Services (“DES”) for the three and nine months ended September 30, 2014 was $1,956,000 and $5,263,000 compared to $2,397,000 and $6,750,000 in the same periods in 2013. The decrease in revenue in 2014 was mainly due to a reduction in activity on certain care and maintenance projects, and an unfavourable fluctuation in foreign exchange rates applicable on the translation of Canadian dollar revenues.

Revenue from the Company’s management contract with Uranium Participation Corp. (“UPC”), for the three and nine months ended September 30, 2014, was $395,000 and $1,620,000 compared to $404,000 and $1,244,000 in the same periods in 2013. The increase in revenue is mainly due to commissions earned in 2014, relating to UPC’s purchases of uranium.

Operating Expenses

In Canada, the expansion and modifications at the McClean Lake mill continued through 2014 with the CLJV continuing to pay nearly all of the expenses under the terms of a toll milling agreement. Construction and commissioning of the Hydrogen Mitigation modifications were completed during the third quarter.

On September 8, 2014, the McClean Lake Mill was officially restarted with leaching of McClean Lake ore using the newly commissioned modified leach circuit. The first shipment of high grade ore from Cigar Lake was received at the McClean Lake mill in the first quarter of 2014, followed by a temporary suspension of ore shipments by the CLJV to allow for additional freezing to occur in certain areas of the Cigar Lake mine. Ore deliveries to the mill resumed during the first week of September and high grade ore was introduced into the mill circuit towards the end of September. The first drums of CLJV uranium were packaged in early October.

Denison’s share of operating costs in Canada, for the three and nine months ended September 30, 2014, totaled $140,000 and $397,000 compared to $282,000 and $776,000 for the three and nine months ended September 30, 2013. Operating costs decreased in 2014 primarily due to reductions in expenditures on the Surface Access Borehole Resource Extraction (“SABRE”) program, which is not part of the stand-by costs paid by the CLJV.

In Africa, engineering studies, a metallurgical test work program and environmental programs originally initiated by Rockgate Capital Corp., on the recently acquired Falea project, were completed in the first half of 2014. Operating expenses in Africa for the three and nine months ended September 30, 2014 totaled $127,000 and $1,312,000, and were primarily attributable to the Falea project. Operating expenses in Africa for the three and nine months ended September 30, 2013, by comparison, totaled $24,000 and $105,000.

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Operating expenses also include costs relating to DES of $1,764,000 and $4,967,000 for the three and nine months ended September 30, 2014, as compared to $2,117,000 and $6,156,000 for the same period in 2013. DES costs decreased in 2014 mainly due to a reduction in activity at certain care and maintenance sites, and a favourable fluctuation in foreign exchange rates applicable on the translation of Canadian dollar expenses.

Mineral Property Exploration

Denison is engaged in uranium exploration and/or development in Canada, Zambia, Mali, Namibia, Niger and Mongolia. While the Company has material interests in uranium projects in Asia and Africa, the Company is focused primarily on the eastern Athabasca Basin, in Saskatchewan, Canada, with numerous projects covering over 470,000 hectares.

Global exploration expenditures for the three and nine months ended September 30, 2014 were $3,429,000 and $13,614,000, with 92.5% of exploration expenditures being incurred in Canada during the first nine months of 2014, compared to $4,850,000 and $12,061,000 for the three and nine months ended September 30, 2013. The increase in global exploration expenditures in 2014 is mainly due to an increase in exploration activity in Canada offset by declines in exploration activity in Zambia and Mongolia.

In Canada, Denison’s share of exploration spending on its properties totaled $3,099,000 and $12,593,000 for the three and nine months ended September 30, 2014 as compared to $4,295,000 and $10,774,000 for the three and nine months ended September 30, 2013. The winter exploration program commenced in January 2014 and was completed in April 2014. The winter exploration program resulted in the expansion of the zone of higher grade mineralization at Zone A of the Phoenix deposit and the discovery of a new zone of high grade uranium mineralization, named the Gryphon Zone, also on the Wheeler River property. A summer exploration program, focused on the Gryphon Zone, commenced in June 2014 and involved 19,126 metres of diamond drilling in 27 drill holes.

At the Gryphon Zone, a total of 14,937 metres was completed in 20 drill holes during the summer 2014 drill program The highlights from the summer drilling program include drill holes WR-569A, WR-573D1 and WR-574. Drill hole WR-569A intersected a wide zone of alteration and mineralization with several high grade intervals, including 9.41% eU₃O₈ over 3.7 metres and 5.27% eU₃O₈ over 5.9 metres. Drill hole WR-573D1 intersected 15.8% eU₃O₈ over 2.3 metres and WR-574 intersected 7.0% eU₃O₈ over 2.0 metres and 9.8% eU₃O₈ over 2.5 metres.

A total of 4,189 metres of drilling was also completed in seven holes at Crawford Lake and Bachman Lake during the summer program. Although no significant mineralization was intersected, the drilling was successful in extending a large zone of sandstone and basement alteration on the CR-2 and CR-5 conductors, roughly along trend to the south of the Millennium deposit. Follow-up drilling is required in this area and is expected to be a priority in 2015.

In Zambia, exploration expenditures of $203,000 and $411,000 were incurred during the three and nine months ended September 30, 2014. During the nine month period, the Company completed geological mapping, geochemical sampling and excavator trenching programs at the Company’s Mutanga project. Significant zones of anomalously elevated radioactivity were encountered, and geochemical results are pending.

In Mali, exploration expenditures of $68,000 and $220,000 were incurred during the three and nine months ended September 30, 2014. Exploration activity during the nine month period has been limited to a modest field program consisting of geological mapping and surficial geochemistry orientation surveys on Denison’s 100% owned Falea project. These programs were completed during the second quarter.

In Namibia, Rio Tinto Mining and Exploration Limited (“Rio”) terminated its option to earn an interest in the Dome project under the provisions of an earn-in agreement between the parties. Rio discontinued activities at the site at the end of February 2014. The Company assumed operatorship of the project and continues to evaluate options for moving forward with the Dome project.

In Mongolia, exploration expenditures on the Company’s Gurvan Saihan joint venture (“GSJV”) properties totaled $42,000 and $332,000 for the three and nine months ended September 30, 2014, compared to $94,000 and $491,000 for the three and nine months ended September 30, 2013. Expenditures in Mongolia during the current year relate primarily to annual license payments required to maintain the GSJV properties in good standing, while the Company continues to explore strategic alternatives regarding its ownership interest in the GSJV. The Company currently has an 85% interest in the GSJV, with Mon-Atom LLC holding the remaining 15% interest.

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General and Administrative

General and administrative expenses totaled $1,535,000 and $6,041,000 for the three and nine months ended September 30, 2014 compared with $1,965,000 and $5,917,000 for the three months and nine months ended September 30, 2013. These expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other public company expenditures. General and administrative expenditures for the nine months ended 2014 were comparable to the same period in 2013.

Impairment – Mineral Properties

During the first quarter of 2014, the Company allowed some of its land holdings, obtained through the acquisition of JNR Resources Inc. in 2013, to lapse. The Company has recognized an impairment charge of $1,658,000 to reflect the abandonment of these holdings. During the third quarter of 2013, the Company recorded an impairment charge of $35,655,000 to reduce the carrying value of the Company’s Mutanga project, in Zambia, to its estimated recoverable amount.

Other Income and Expenses

The Company recognized other income of $1,406,000 and other expenses of $8,005,000 for the three and nine months ended September 30, 2014. This compares with other expenses of $3,274,000 and $2,874,000 for the three and nine months ended September 30, 2013. The difference during the comparable nine month period is primarily due to an increase in foreign exchange losses, partially offset by gains on the revaluation of investments to fair market value, gains on sale of land holdings in Canada, and a gain recognized on the receipt of $229,000 from Strateco Resources Inc. (“Strateco”) in accordance with an option agreement with that allows Strateco to earn up to a 60% interest in Denison’s Jasper Lake property.

Liquidity & Capital Resources

Cash and cash equivalents were $26,508,000 at September 30, 2014 compared with $21,786,000 at December 31, 2013. The increase of $4,722,000 was primarily due to net cash provided by investing activities and financing activities of $8,652,000 and $14,054,000, respectively, partly offset by net cash used in operations of $16,747,000.

Net cash used in operating activities of $16,747,000 during the nine months ended September 30, 2014 is comprised of a net loss for the period adjusted for non-cash items and changes in working capital items. Significant changes in working capital items during the period include an increase of $1,071,000 in trade and other receivables, offset by an increase of $1,726,000 in accounts payable and accrued liabilities. The increase in accounts payable and accrued liabilities is mainly due to the increase in activity at the McClean Lake mill.

Net cash provided by investing activities of $8,652,000 consists primarily of cash provided by the sale or maturity of investments in debt and equity instruments accounting for $9,529,000, partly offset by $733,000 in cash spent on property, plant and equipment.

Net cash provided by financing activities of $14,054,000 consists primarily of net proceeds received on the issuance of flow-through common shares. On August 12, 2014, the Company closed a CAD$15.0 million ($13.7 million) private placement for the issuance of 9,257,500 flow-through common shares at a price of CAD$1.62 per share. The proceeds will be used to fund the Company’s Canadian exploration programs through to the end of 2015. Other financing activities included the issuance of common shares for stock options and warrants exercised for $946,000 and $304,000, respectively.

The Company maintains a revolving term credit facility (the “Credit Facility”) for CAD$15,000,000. The use of the Credit Facility is restricted to the issuance of non-financial letters of credit and contains a covenant to maintain a tangible net worth of greater than or equal to $150,000,000. At September 30, 2014, the Company is in compliance with the covenants of the Credit Facility, and CAD$9,698,000 of the Credit Facility was being used as collateral for certain letters of credit.

Outstanding Share Data

At November 6, 2014, there were 505,868,894 common shares issued and outstanding, stock options exercisable for 6,225,574 Denison common shares, and warrants exercisable for 1,222,802 Denison common shares for a total of 513,317,270 common shares on a fully-diluted basis.

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Outlook for 2014

At the end of the second quarter, the Company modified its outlook for toll milling fees, uranium sales, and development / operating expenses for 2014, as a result of the temporary suspension of mining at Cigar Lake. At the end of the third quarter, the Company’s outlook for exploration expenditures, toll milling fees, uranium sales, and development / operating expenses has been further refined, with the Company having completed substantially all of its 2014 exploration program and the commencement of processing of Cigar Lake ore at the McClean Lake mill.

(in thousands)	Previous Budget 2014 (1)			Current Outlook 2014 (1)			Actual to Sept. 30, 2014  (3)
Canada (2)
Mineral sales	$	1,155		$	–		$	–
Toll milling fees		850			194			–
Exploration		(14,276	)		(13,819	)		(13,030	)
Development/operations		(1,564	)		(964	)		(410	)
		(13,835	)		(14,589	)		(13,440	)
Africa
Mali		(2,000	)		(1,950	)		(1,773	)
Zambia		(1,830	)		(1,565	)		(1,252	)
		(3,830	)		(3,515	)		(3,025	)
Asia
Mongolia		(962	)		(1,321	)		(1,157	)
		(962	)		(1,321	)		(1,157	)
Services and Other (2)
Management fees and commissions		1,996			1,996			1,513
Environmental services		604			604			401
Corporate general and administration		(4,433	)		(5,079	)		(4,173	)
		(1,833	)		(2,479	)		(2,259	)
Total	$	(20,460	)	$	(21,904	)	$	(19,881	)

⁽¹⁾  Only Denison’s material operations are shown in the above table.

⁽²⁾  Budget figures have been converted using a US$ to CAD$ exchange rate of 0.95. Current outlook figures reflect actual exchange rates from the translation of CAD$ denominated transactions during the first nine months of the year.

⁽³⁾  The Company budgets on a cash basis. As a result, the Actual figures represent a non-GAAP measure estimating cash spending. The differences between Actual spend and GAAP are as follows: (1) Actual includes exploration expenditures of $463,000 funded by the Company, on the behalf of a project partner, that are not recorded in exploration expenses in the year; (2) Actual does not include non-cash depreciation and amortization amounts of $991,000; (3) Actual does not include stock based compensation of $620,000; and (4) Actual includes expenditures that were absorbed to the balance sheet of $1,208,000.

Canada

Mineral Property Exploration

All field activities for 2014 are now complete and the results are being compiled and interpreted. Annual assessment reports are being written, and planning is well under way for the 2015 exploration season, which will begin with winter programs starting in January after freeze-up in northern Saskatchewan. The Company’s current outlook for 2014 reflects a reduction in exploration spend as a result of a slight reduction in exploration activities planned for the summer program and a favourable movement in foreign exchange rates on CAD$ denominated expenditures incurred during the nine months ended September 30, 2014.

Development/Operations

At McClean Lake, production for 2014 is estimated to be up to 600,000 pounds U₃O₈ for CLJV and up to 115,000 pounds U₃O₈ for MLJV. The decision by CLJV to delay mining has resulted in a portion of the toll milling revenue originally expected during the second half of 2014, from processing Cigar Lake ore at the McClean Lake mill, to be deferred to 2015. Denison’s share of operating and capital expenditures at the mill in 2014 are estimated to be $642,000. The Company’s share of uranium production from McClean Lake ore is expected to be up to 26,000 pounds U₃O₈ and will be available for sale in 2015.

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Due to low uranium prices, the Midwest and McClean underground projects will continue to remain on stand-by to the end of 2014. Total expenditures on these projects are estimated to be $438,000 (Denison’s share, $110,000). While significant milestones were achieved by the MLJV in the development of the SABRE mining technology in 2012 and 2013, a decision was made by the joint venture to put this program on stand-by. During the year, the MLJV reprioritized program activities and budgets to include the removal and transport of fine uranium-bearing material from the SABRE site recirculation pond to the McClean Lake mill for processing in 2014. As a result, SABRE expenditures in 2014 are estimated to be $858,000 (Denison’s share, $193,000).

International

On its wholly owned Mutanga project in Zambia, the Company is compiling the results of the geological mapping, geochemical, and trenching programs to develop plans for 2015.

On its wholly owned Falea project in Mali, the Company is considering future plans for continuing geological and geophysical field programs, in an effort to locate additional mineralization.

In Mongolia, the majority of 2014 expenditures are related to license fees required to maintain the property. Other costs are connected with the Company’s strategic review efforts. The increase in expenditures is due to the strategic review lasting longer than expected.

Other Activities

Revenue from operations at DES is estimated at $6.7 million and operating expenses are forecasted to be $6.1 million for 2014. Capital expenditures and reclamation funding are projected to be $594,000.

Management fees and commissions are generated from Denison’s management services agreement with UPC.

Corporate general and administration expenses include all head office wages, benefits, office costs, public company expenses, legal, audit and investor relations expenses. Corporate general and administration expenses are now forecasted to be $5.1 million due to an increase in projected expenditures related to the Company’s recent merger and acquisition activities, incurred during the year, which were not previously budgeted.

Qualified Person

The disclosure of a scientific or technical nature regarding Denison’s properties in this press release was prepared by or reviewed by Steve Blower, P. Geo., the Company’s Vice President, Exploration, and Terry Wetz, P.E., the Executive Director of the GSJV, who are Qualified Persons in accordance with the requirements of NI 43-101. For a description of the quality assurance program and quality control measures applied by Denison, please see Denison’s Annual Information Form dated March 14, 2014 available at http://www.sedar.com, and its Form 40-F available at http://www.sec.gov/edgar.shtml.

Additional Information

Denison’s consolidated financial statements for the nine month period ended September 30, 2014 and related management’s discussion and analysis are available on Denison’s website at www.denisonmines.com or under its profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

About Denison

Denison is a uranium exploration and development company with interests in exploration and development projects in Canada, Zambia, Mali, Namibia and Mongolia. Including the high grade Phoenix deposit, located on its 60% owned Wheeler project, Denison’s exploration project portfolio consists of numerous projects covering over 470,000 hectares in the eastern Athabasca Basin region of Saskatchewan. Denison’s interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint venture, which includes several uranium deposits and the McClean Lake uranium mill, one of the world’s largest uranium processing facilities, plus a 25.17% interest in the Midwest deposit and a 60% interest in the J Zone deposit on the Waterbury property. Both the Midwest and J Zone deposits are located within 20 kilometres of the McClean Lake mill. Internationally, Denison owns 100% of the conventional heap leach Mutanga project in Zambia, 100% of the uranium/copper/silver Falea project in Mali, a 90% interest in the Dome project in Namibia, and an 85% interest in the in-situ recovery projects held by the GSJV in Mongolia.

Denison is engaged in mine decommissioning and environmental services through its DES division and is the manager of UPC, a publicly traded company which invests in uranium oxide and uranium hexafluoride.

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For more information, please contact

Ron Hochstein	(416) 979-1991 ext 232
President and Chief Executive Officer
Sophia Shane	(604) 689-7842
Investor Relations

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. Denison believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this press release should not be unduly relied upon. This information speaks only as of the date of this press release. In particular, this press release may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; the estimates of Denison’s mineral reserves and mineral resources; expectations regarding the toll milling of Cigar Lake ores; capital expenditure programs, estimated exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium (“U₃O₈”); possible impacts of litigation and regulatory actions on Denison; exploration, development and expansion plans and objectives; expectations regarding adding to its mineral reserves and resources through acquisitions and exploration; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

There can be no assurance that such statements will prove to be accurate, as Denison’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed under the heading “Risk Factors” in Denison’s Annual Information Form dated March 14, 2014 available at www.sedar.com, and in its Form 40-F available at www.sec.gov/edgar.shtml.

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

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

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EX-2

Exhibit 2

DENISON MINES CORP.

Financial Statements

for the nine months ending

September 30, 2014

DENISON MINES CORP.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited – Expressed in thousands of U.S. dollars except for share amounts)

	At September 30 2014			At December 31 2013
ASSETS
Current
Cash and cash equivalents	$	26,508		$	21,786
Investments (note 7)		4,516			10,040
Trade and other receivables (note 5)		5,020			4,148
Inventories (note 6)		1,976			2,123
Prepaid expenses and other		487			749
		38,507			38,846
Non-Current
Trade and other receivables (note 5)		429			–
Inventories – ore in stockpiles (note 6)		1,615			1,661
Investments (note 7)		785			5,901
Restricted cash and investments (note 8)		2,214			2,299
Property, plant and equipment (note 9)		276,238			281,010
Intangibles (note 10)		793			1,252
Total assets	$	320,581		$	330,969
LIABILITIES
Current
Accounts payable and accrued liabilities	$	10,029		$	7,992
Current portion of long-term liabilities:
Post-employment benefits (note 11)		357			376
Reclamation obligations (note 12)		663			699
Debt obligations (note 13)		31			55
Other liabilities (note 14)		1,984			333
		13,064			9,455
Non-Current
Post-employment benefits (note 11)		2,698			2,945
Reclamation obligations (note 12)		11,909			11,509
Debt obligations (note 13)		17			42
Other liabilities (note 14)		893			940
Deferred income tax liability		22,197			25,847
Total liabilities		50,778			50,738
EQUITY
Share capital (note 15)		1,120,586			1,092,144
Share purchase warrants (note 16)		452			616
Contributed surplus (note 17)		53,140			52,943
Deficit		(887,885	)		(860,834	)
Accumulated other comprehensive income (loss) (note 18)		(16,490	)		(7,729	)
Total equity		269,803			277,140
Non-controlling interest (note 4)		–			3,091
Total liabilities and equity	$	320,581		$	330,969
Issued and outstanding common shares (note 15)		505,733,994			482,003,444

Commitments and contingencies (note 24)

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

1

DENISON MINES CORP.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Unaudited – Expressed in thousands of U.S. dollars except for share and per share amounts)

	Three Months Ended						Nine Months Ended
	September 30 2014			September 30 2013			September 30 2014			September 30 2013
REVENUES (note 20)	$	2,351		$	2,801		$	6,883		$	7,994
EXPENSES
Operating expenses (note 19)		(2,199	)		(2,594	)		(7,188	)		(7,605	)
Mineral property exploration (note 20)		(3,429	)		(4,850	)		(13,614	)		(12,061	)
General and administrative (note 20)		(1,535	)		(1,965	)		(6,041	)		(5,917	)
Impairment – mineral properties (note 9)		–			(35,655	)		(1,658	)		(35,655	)
Other income (expense) (note 19)		1,406			(3,274	)		(8,005	)		(2,874	)
		(5,757	)		(48,338	)		(36,506	)		(64,112	)
Income (loss) before finance charges		(3,406	)		(45,537	)		(29,623	)		(56,118	)
Finance income (expense) (note 19)		(128	)		(113	)		(133	)		(422	)
Income (loss) before taxes		(3,534	)		(45,650	)		(29,756	)		(56,540	)
Income tax recovery (expense) (note 22)
Current		(5	)		–			(5	)		51
Deferred		719			173			2,710			3,113
Net income (loss) for the period	$	(2,820	)	$	(45,477	)	$	(27,051	)	$	(53,376	)
Items that may be reclassified to income (loss):
Unrealized gain (loss) on investments-net of tax		(1	)		1			9			274
Foreign currency translation change		(13,864	)		10,785			(8,770	)		(7,887	)
Comprehensive income (loss) for the period	$	(16,685	)	$	(34,691	)	$	(35,812	)	$	(60,989	)
Net income (loss) per share:
Basic and diluted	$	(0.01	)	$	(0.10	)	$	(0.06	)	$	(0.12	)
Weighted-average number of shares outstanding (in thousands):
Basic and diluted		500,921			461,653			490,731			430,593

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

2

DENISON MINES CORP.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited – Expressed in thousands of U.S. dollars)

	Nine Months Ended
	September 30			September 30
	2014			2013
Share capital
Balance–beginning of period		1,092,144			979,124
Shares issued-net of issue costs		12,849			13,570
Flow-through share premium		(2,030	)		(332	)
Shares issued on acquisition of JNR Resources		–			10,956
Shares issued on acquisition of Fission Energy Corp		–			66,259
Shares issued on acquisition of Rockgate Capital Corp (note 4)		3,034			–
Shares issued on acquisition of International Enexco Limited (note 4)		11,979			–
Shares issued to settle payable and accrued liability obligations (note 15)		610			–
Share options exercised-cash		946			111
Share options exercised-non cash		525			98
Share purchase warrants exercised-cash		304			324
Share purchase warrants exercised-non cash		225			207
Balance–end of period		1,120,586			1,070,317
Share purchase warrants
Balance–beginning of period		616			–
Warrants issued on acquisition of JNR Resources		–			17
Warrants assumed on acquisition of Fission Energy Corp		–			827
Warrants issued on acquisition of International Enexco Limited		61			–
Warrants exercised		(225	)		(207	)
Balance–end of period		452			637
Contributed surplus
Balance–beginning of period		52,943			50,671
Stock-based compensation expense		620			712
Share options issued on acquisition of JNR Resources		–			131
Share options issued on acquisition of Fission Energy Corp		–			1,321
Share options issued on acquisition of International Enexco Limited		102			–
Share options exercised-non cash		(525	)		(98	)
Balance–end of period		53,140			52,737
Deficit
Balance-beginning of period		(860,834	)		(776,999	)
Net loss		(27,051	)		(53,376	)
Balance-end of period		(887,885	)		(830,375	)
Accumulated other comprehensive income (loss)
Balance-beginning of period		(7,729	)		10,927
Unrealized gain (loss) on investments		9			274
Foreign currency translation unrealized		(8,770	)		(7,887	)
Balance–end of period		(16,490	)		3,314
Total Equity
Balance–beginning of period	$	277,140		$	263,723
Balance–end of period	$	269,803		$	296,630

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

3

DENISON MINES CORP.

Condensed Interim Consolidated Statements of Cash Flow

(Unaudited – Expressed in thousands of U.S. dollars)

	Nine Months Ended
	September 30 2014			September 30 2013
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net income (loss) for the period	$	(27,051	)	$	(53,376	)
Items not affecting cash:
Depletion, depreciation, amortization and accretion		1,554			1,749
Impairment-mineral properties (note 9)		1,658			35,655
Impairment-investments		–			18
Stock-based compensation		620			712
Losses (gains) on asset disposals		(449	)		19
Losses (gains) on investments and restricted investments		(81	)		1,103
Deferred income tax expense (recovery)		(2,710	)		(3,113	)
Foreign exchange		8,566			2,333
Change in non-cash working capital items (note 19)		1,146			(2,171	)
Net cash provided by (used in) operating activities		(16,747	)		(17,071	)
INVESTING ACTIVITIES
Acquisition of assets, net of cash and cash equivalents acquired:
JNR Resources		–			(715	)
Fission Energy Corp		–			(4,058	)
Rockgate Capital Corp (note 4)		(57	)		–
International Enexco Limited (note 4)		(141	)		–
Decrease (increase) in notes receivable		–			298
Sale of investments		9,529			–
Purchase of investments		(184	)		–
Expenditures on property, plant and equipment		(733	)		(1,769	)
Proceeds on sale of property, plant and equipment		265			21
Decrease (increase) in restricted cash and investments		(27	)		(319	)
Net cash provided by (used in) investing activities		8,652			(6,542	)
FINANCING ACTIVITIES
Increase (decrease) in debt obligations		(45	)		(97	)
Issuance of common shares for:
New share issues-net of issue costs		12,849			13,570
Share options exercised		946			111
Share purchase warrants exercised		304			324
Net cash provided by (used in) financing activities		14,054			13,908
Increase (decrease) in cash and cash equivalents		5,959			(9,705	)
Foreign exchange effect on cash and cash equivalents		(1,237	)		(616	)
Cash and cash equivalents, beginning of period		21,786			38,188
Cash and cash equivalents, end of period	$	26,508		$	27,867

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

4

DENISON MINES CORP.

Notes to the Condensed Interim Consolidated Financial Statements for the nine months ended September 30, 2014 and 2013

(Unaudited – 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 bearing properties, extraction, processing and selling of uranium.

The Company has a 22.5% interest in the McClean Lake Joint Venture (which includes the McClean Lake mill) and a 25.17% interest in the Midwest Joint Venture, both of which are 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.

2. BASIS OF PRESENTATION

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2013.

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

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

3. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed in these condensed interim consolidated financial statements are consistent with those applied in the Company’s annual financial statements for the year ended December 31, 2013, except as described below.

Accounting Standards Adopted

The Company has adopted the following new and revised accounting standards, along with any consequential amendments, effective January 1, 2014. These changes were made in accordance with the applicable transitional provisions.

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.

5

The amendments are effective for accounting periods beginning on or after January 1, 2014 with earlier adoption permitted. The Company has adopted the amended disclosure requirements of IAS 36 effective January 1, 2014.

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, 2015:

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.

4. ACQUISITIONS AND DIVESTITURES

Acquisition of Rockgate Capital Corp Non-Controlling Interest

In January 2014, pursuant to a plan of arrangement, Denison acquired the remaining 10.38% non-controlling interest of Rockgate Capital Corp. (“Rockgate”) it had not previously acquired under its takeover bid in 2013. Denison now owns 100% of Rockgate and its subsidiaries.

The consideration relating to the acquisition of the 10.38% non-controlling interest in Rockgate under the plan of arrangement is summarized below:

(in thousands except for share amounts)
Fair value of 2,312,622 common shares issued by Denison	$	3,034
Costs incurred by the Company pursuant to the plan of arrangement:
Arrangement transaction costs		57
Fair value of total consideration	$	3,091

The fair value of the common shares issued by Denison totaled $3,034,000. The fair value of the common shares was determined using Denison’s closing share price on January 17, 2014 of CAD$1.44 converted to USD$ using the January 17, 2014 foreign exchange rate of 0.9111.

Acquisition of International Enexco Limited

On June 6, 2014, Denison completed a plan of arrangement (the “IEC Arrangement”) to acquire all of the outstanding shares, options and warrants of International Enexco Limited (“IEC”). IEC’s principal uranium assets include a 30% interest in the Mann Lake exploration project and a 20% interest in the Bachman Lake Joint Venture, both located in Saskatchewan, Canada. Prior to completing the IEC Arrangment, IEC also owned a subsidiary holding an indirect interest in IEC’s Contact Copper project and its other US properties (“Spinco”).

Pursuant to the IEC Arrangement, the former shareholders of IEC ultimately exchanged each IEC common share held for 0.26 of a Denison common share (the “Exchange Ratio”). Outstanding warrants and options of IEC were exchanged for options and warrants of Denison adjusted by the Exchange Ratio. The Denison options received on exchange will expire 90 days after the IEC Arrangement completion date while the Denison warrants received on exchange will retain the expiry dates of the originally issued IEC warrants.

6

As part of the IEC Arrangement, IEC’s shareholders also received a pro rata distribution of Spinco shares on a one-for-one basis and one-half of a warrant to acquire an additional Spinco share, exercisable for 6 months, at a price of CAD$5.00 for each whole share to be acquired. Each holder of IEC options and warrants also received replacement options and warrants, as the case may be, from Spinco with the same terms and conditions as the IEC options and warrants being replaced.

For accounting purposes, IEC 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 IEC Arrangement has been accounted for as an asset acquisition with share based consideration. Transaction costs incurred by Denison related to the IEC Arrangement have been capitalized as part of the consideration amount. Denison is including the results of IEC as part of its Canadian mining segment for reporting purposes.

The following table summarizes the fair value of the IEC assets acquired and the liabilities assumed at the acquisition date of June 6, 2014:

(in thousands)	IEC Fair Value
Cash and cash equivalents	$	206
Trade and other receivables		421
Prepaid expenses and other		15
Property, plant and equipment
Mineral properties – Canada		14,120
Total assets		14,762
Accounts payable and accrued liabilities		1,319
Reclamation obligations		20
Net assets	$	13,423

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

(in thousands except for share amounts)
Fair value of 10,229,035 common shares issued by Denison	$	11,979
Fair value of 660,127 common share purchase warrants issued by Denison		61
Fair value of 902,200 common share options issued by Denison		102
Fair value of IEC shares held by Denison prior to acquisition		934
Costs incurred by the Company pursuant to arrangement:
Transaction costs		347
Fair value of total consideration	$	13,423

The fair value of the common shares issued by Denison totaled $11,979,000. The fair value of the common shares was determined using Denison’s closing share price on June 6, 2014 of CAD$1.28 converted to USD$ using the June 6, 2014 foreign exchange rate of 0.9149.

The fair value of the common share purchase warrants issued by Denison to replace those of IEC totaled $61,000 or $0.0924 per warrant. The fair value was determined using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.06%, expected stock price volatility between 38.56% and 48.62%, expected life between 0.50 years and 1.25 years and expected dividend yield of nil%.

The fair value of the common share options issued by Denison to replace those of IEC totaled $102,000 or $0.1131 per option. The fair value was determined using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.06%, expected stock price volatility of 34.85%, expected life of 0.25 years and expected dividend yield of nil%. As at June 6, 2014, all of the options issued to replace the IEC options are fully-vested.

7

5. TRADE AND OTHER RECEIVABLES

The trade and other receivables balance consists of:

(in thousands)	At September 30 2014		At December 31 2013
Trade receivables – other	$	2,709	$	1,966
Receivables in McClean and Midwest Joint Ventures		2,140		1,794
Sales tax receivables		182		378
Sundry receivables		418		10
	$	5,449	$	4,148
Trade and other receivables – by duration:
Current	$	5,020	$	4,148
Long-term (note 21)		429		–
	$	5,449	$	4,148

6. INVENTORIES

The inventories balance consists of:

(in thousands)	At September 30 2014		At December 31 2013
Uranium concentrates and work-in-progress	$	16	$	4
Inventory of ore in stockpiles		1,951		2,058
Mine and mill supplies		1,624		1,722
	$	3,591	$	3,784
Inventories – by duration:
Current	$	1,976	$	2,123
Long-term – ore in stockpiles		1,615		1,661
	$	3,591	$	3,784

7. INVESTMENTS

The investments balance consists of:

(in thousands)	At September 30 2014		At December 31 2013
Investments:
Equity instruments-fair value through profit and loss	$	760	$	1,106
Equity instruments-available for sale		25		17
Debt instruments-fair value through profit and loss		4,516		14,818
	$	5,301	$	15,941
Investments – by duration:
Current	$	4,516	$	10,040
Long-term		785		5,901
	$	5,301	$	15,941

The debt instruments at September 30, 2014 consist of guaranteed investment certificates with rates of interest ranging between 1.85% to 1.90% and maturity dates occurring in February 2015.

8

8. 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:

(in thousands)	At September 30 2014		At December 31 2013
Cash	$	9	$	26
Cash equivalents		375		221
Investments		1,830		2,052
	$	2,214	$	2,299
Restricted cash and investments – by item:
Elliot Lake reclamation trust fund	$	2,214	$	2,299
	$	2,214	$	2,299

Elliot Lake Reclamation Trust Fund

During the nine months ended September 30, 2014, the Company deposited an additional $545,000 (CAD$603,000) into the Elliot Lake Reclamation Trust Fund and withdrew $538,000 (CAD$590,000).

9. PROPERTY, PLANT AND EQUIPMENT

The property, plant and equipment balance consists of:

(in thousands)	At September 30 2014			At December 31 2013
Plant and equipment:
Cost	$	82,379		$	86,805
Construction-in-progress		7,176			7,516
Accumulated depreciation		(12,397	)		(12,627	)
Net book value	$	77,158		$	81,694
Mineral properties:
Cost	$	199,285		$	199,532
Accumulated amortization		(205	)		(216	)
Net book value	$	199,080		$	199,316
Net book value	$	276,238		$	281,010

9

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

(in thousands)	Cost			Accumulated Amortization / Depreciation			Net Book Value
Plant and equipment:
Balance – December 31, 2013	$	94,321		$	(12,627	)	$	81,694
Additions		194			–			194
Amortization		–			(11	)		(11	)
Depreciation		–			(574	)		(574	)
Disposals		(67	)		67			–
Foreign exchange		(4,893	)		748			(4,145	)
Balance – September 30, 2014	$	89,555		$	(12,397	)	$	77,158
Mineral properties:
Balance – December 31, 2013	$	199,532		$	(216	)	$	199,316
Additions		623			–			623
Asset acquisitions (note 4)		14,120			–			14,120
Impairment		(1,658	)		–			(1,658	)
Foreign exchange		(13,332	)		11			(13,321	)
Balance – September 30, 2014	$	199,285		$	(205	)	$	199,080

Plant and Equipment-Mining

The Company has a 22.5% interest in the McClean Lake mill located in the Athabasca Basin of Saskatchewan, Canada. In March 2014, the first ore from the Cigar Lake mine was received at the mill. In September 2014, commissioning of the mill circuits was completed and milling activities were restarted. During the remainder of 2014, the mill will process a combination of McClean Lake ore and Cigar Lake ore pursuant to the terms of a toll milling agreement signed with the participants in the Cigar Lake Joint Venture (“CLJV”).

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

In March 2014, the Company released its land holdings related to the Black Lake property acquired as part of the acquisition of JNR Resources Inc. in January 2013 (“JNR Acquisition”). The Company has recognized an impairment charge of $1,658,000 in its Q1-2014 results to reflect the abandonment of this property.

In June 2014, the Company completed the sale of its land holdings related to the Way Lake and Yurchison properties, also acquired as part of the JNR Acquisition, for cash and share consideration valued at $202,000. The sale resulted in a gain of $202,000 which has been included in other income (expense) in the consolidated statements of operations.

In June 2014, the Company received a cash payment of CAD$250,000 from Strateco Resources Inc. (“Strateco”) in accordance with an option agreement with Strateco to earn up to a 60% interest in Denison’s Jasper Lake property in 2 stages. The payment resulted in a gain of $229,000 which has been included in other income (expense) in the consolidated statements of operations.

In June 2014, the Company completed the acquisition of IEC and acquired additional mineral property interests in Canada with a fair value of $14,120,000 (see note 4). As a result of the IEC Arrangement, Denison acquired a 30% interest in the Mann Lake project and increased its interest in the Bachman Lake project from 80% to 100%.

10

Africa Mining Segment-Namibia

In March 2014, Rio Tinto Mining and Exploration (“Rio”) terminated its option to earn an interest in the Dome project under the provisions of a previously entered into earn-in agreement between the parties. Rio discontinued activities at the site at the end of February 2014 and the Company has assumed operatorship of the site.

10. INTANGIBLES

The intangibles balance consists of:

(in thousands)	At September 30 2014			At December 31 2013
Cost	$	6,607		$	6,957
Accumulated amortization		(5,814	)		(5,705	)
Net book value	$	793		$	1,252
Net book value-by item:
UPC management services agreement		793			1,252
Net book value	$	793		$	1,252

The intangibles continuity summary is as follows:

(in thousands)	Cost			Accumulated Amortization			Net Book Value
Balance – December 31, 2013	$	6,957		$	(5,705	)	$	1,252
Amortization		–			(406	)		(406	)
Foreign exchange		(350	)		297			(53	)
Balance – September 30, 2014	$	6,607		$	(5,814	)	$	793

11. POST-EMPLOYMENT BENEFITS

The post-employment benefits balance consists of:

(in thousands)	At September 30 2014		At December 31 2013
Accrued benefit obligation	$	3,055	$	3,321
	$	3,055	$	3,321
Post-employment benefits liability-by duration:
Current	$	357	$	376
Non-current		2,698		2,945
	$	3,055	$	3,321

The post-employment benefits continuity summary is as follows:

(in thousands)
Balance – December 31, 2013	$	3,321
Benefits paid		(187	)
Interest cost		86
Foreign exchange		(165	)
Balance – September 30, 2014	$	3,055

11

12. RECLAMATION OBLIGATIONS

The reclamation obligations balance consists of:

(in thousands)	At September 30 2014		At December 31 2013
Reclamation liability – by location:
Elliot Lake	$	9,497	$	10,008
McClean and Midwest Joint Ventures		3,056		2,200
Other		19		–
	$	12,572	$	12,208
Reclamation and remediation liability – by duration:
Current		663		699
Non-current		11,909		11,509
	$	12,572	$	12,208

The reclamation obligations continuity summary is as follows:

(in thousands)
Balance – December 31, 2013	$	12,208
Accretion		545
Asset acquisition (note 4)		20
Expenditures incurred		(455	)
Future expenditures reimbursed		883
Foreign exchange		(629	)
Balance – September 30, 2014	$	12,572

Site Restoration: Elliot Lake

Spending on restoration activities at the Elliot Lake site is funded from monies in the Elliot Lake Reclamation Trust fund (see note 8).

Site Restoration: McClean Lake Joint Venture and Midwest Joint Venture

Under the Mineral Industry Environmental Protection Regulations (1996), the Company is required to provide its pro-rata share of financial assurances to the province of Saskatchewan relating to future decommissioning and reclamation plans that have been filed and approved by the applicable regulatory authorities. As at September 30, 2014, the Company has provided irrevocable standby letters of credit, from a chartered bank, in favour of Saskatchewan Environment, totalling CAD$9,698,000.

Under the terms of a Potentially Reactive Waste Rock Disposal Agreement (“PRWR Agreement”) between the McClean Lake Joint Venture (“MLJV”) and the CLJV, the MLJV agreed to deposit certain waste rock material from the Cigar Lake mine in its mined-out Sue C pit. In return, the CLJV has agreed to reimburse the MLJV for additional site restoration costs that may reasonably occur as a result.

In April 2014, triggered by the delivery of the first Cigar Lake mine ore to the McClean Lake mill, the CLJV made a preliminary payment of CAD$4,307,050 to the MLJV under the terms of the PRWR Agreement with an estimated CAD$28,000 still owing. Denison has recorded its proportionate share of this total amount of $883,000 (CAD$974,700) as a component of its “Reclamation obligations”.

12

13. DEBT OBLIGATIONS

The debt obligations balance consists of:

(in thousands)	At September 30 2014		At December 31 2013
Notes payable and other financing	$	48	$	97
	$	48	$	97
Debt obligations, by duration:
Current		31		55
Non-current		17		42
	$	48	$	97

Line of Credit

The Company’s current credit facility 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.

At September 30, 2014, the Company has no outstanding borrowings under the facility (December 31, 2013 – $nil) and is in compliance with its facility covenants. At September 30, 2014, approximately CAD$9,698,000 (December 31, 2013: CAD$9,698,000) of the facility is being utilized as collateral for certain letters of credit. During the nine months ended September 30, 2014, the Company did not incur any interest under the facility.

14. OTHER LIABILITIES

The other liabilities balance consists of:

(in thousands)	At September 30 2014		At December 31 2013
Unamortized fair value of toll milling contracts	$	893	$	940
Flow-through share premium obligation (note 15)		1,984		324
Other		–		9
	$	2,877	$	1,273
Other long-term liabilities – by duration:
Current	$	1,984	$	333
Non-current		893		940
	$	2,877	$	1,273

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15. 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:

(in thousands except share amounts)	Number of Common Shares
Balance at December 31, 2013		482,003,444	$	1,092,144
Issued for cash:
Share issue proceeds		9,257,500		13,704
Share issue costs		–		(855	)
Share options exercised		1,025,449		946
Share purchase warrants exercised		401,150		304
Acquisition of Rockgate Capital Corp (note 4)		2,312,622		3,034
Acquisition of International Enexco Limited (note 4)		10,229,035		11,979
Settlement of liabilities associated with IEC Arrangement		504,794		610
Share options exercised – fair value adjustment		–		525
Share purchase warrants exercised – fair value adjustment		–		225
Flow-through share premium liability		–		(2,030	)
		23,730,550		28,442
Balance at September 30, 2014		505,733,994	$	1,120,586

New Issues

In August 2014, the Company completed a private placement of 9,257,500 flow-through common shares at a price of CAD$1.62 per share for gross proceeds of $13,704,000 (CAD$14,997,000). The income tax benefits of this issue will be renounced to subscribers no later than December 31, 2014.

Acquisition Related Issues

In January 2014, the Company issued 2,312,622 shares at a value of $3,034,000 (CAD$3,330,000) as part of the acquisition of Rockgate’s non-controlling interest (see note 4).

In June 2014, the Company issued 10,229,035 shares at a value of $11,979,000 (CAD$13,093,000) as part of the acquisition of IEC (see note 4).

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 September 30, 2014, the Company estimates that it has spent its entire 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. In conjunction with the renunciation, the flow-through share premium liability has been reversed and recognized as part of the deferred tax recovery (see notes 14 and 22).

As at September 30, 2014, the Company estimates that it has spent CAD$1,049,000 of its CAD$14,997,000 August 2014 flow-through share obligation.

14

16. WARRANTS

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

(in thousands except share amounts)	Weighted Average Exercise Price Per Share (CAD$)		Number of Common Shares Issuable			Fair Value Amount
Balance outstanding at December 31, 2013	$	0.84		1,098,725		$	616
Warrants issued on acquisition of IEC (note 4)		1.71		660,127			61
Warrants exercised		0.84		(401,150	)		(225	)
Balance outstanding at September 30, 2014	$	1.26		1,357,702			452
Balance of common shares issuable by warrant series:
Fission January 2013 series (1)	$	0.84		697,575		$	391
IEC November 2012 series (2)		2.31		143,000			1
IEC December 2013 series (3)		1.54		329,061			36
IEC February 2014 series (4)		1.54		188,066			24
Balance outstanding at September 30, 2014	$	1.26		1,357,702		$	452

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

(2) The IEC November 2012 series has an effective exercise price of CAD$2.31 per issuable share and expires on November 29, 2014.

(3) The IEC December 2013 series has an effective exercise price of CAD$1.54 per issuable share and expires on June 5, 2015.

(4) The IEC February 2014 series has an effective exercise price of CAD$1.54 per issuable share and expires on August 20, 2015.

17. STOCK OPTIONS

The Company’s stock-based compensation plan (the “Plan”) provides for the granting of stock options up to 10% of the issued and outstanding common shares at the time of grant, subject to a maximum of 39,670,000 common shares. As at September 30, 2014, an aggregate of 12,266,700 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:

	Number of Common Shares			Weighted-Average Exercise Price per Share (CAD$)
Stock options outstanding – beginning of period		8,431,138		$	1.91
Issued on acquisition of IEC (note 4)		902,200			1.48
Granted		1,311,000			1.81
Exercised (1)		(1,025,449	)		1.00
Expiries		(3,066,076	)		2.17
Forfeitures		(267,339	)		3.16
Stock options outstanding – end of period		6,285,474		$	1.80
Stock options exercisable – end of period		4,397,474		$	1.87

(1) The weighted average share price at the date of exercise was CAD$1.51.

15

A summary of the Company’s stock options outstanding at September 30, 2014 is presented below:

Range of Exercise Prices per Share (CAD$)	Weighted Average Remaining Contractual Life (Years)		Number of Common Shares		Weighted- Average Exercise Price per Share (CAD$)
Stock options outstanding
$ 0.38 to $ 2.49		2.96		5,161,208	$	1.40
$ 2.50 to $ 4.99		1.29		872,306		3.23
$ 5.00 to $ 5.67		1.63		251,960		5.02
Stock options outstanding –  end of period		2.67		6,285,474	$	1.80

Options outstanding at September 30, 2014 expire between December 2014 and May 2019.

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 IEC acquisition – see note 4):

	Nine Months Ended September 30, 2014
Risk-free interest rate		1.42% – 1.47%
Expected stock price volatility		55.21% – 55.56%
Expected life		3.7 years
Estimated forfeiture rate		3.50% – 3.70%
Expected dividend yield		–
Fair value per share under options granted	CAD$	0.54 – CAD$0.74

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 $204,000 and $620,000 for the three and nine months ended September 30, 2014 and $209,000 and $712,000 for the three and nine months ended September 30, 2013. At September 30, 2014, the Company had an additional $536,000 in stock-based compensation expense to be recognized periodically to May 2016.

18. ACCUMULATED OTHER COMPREHENSIVE INCOME

The accumulated other comprehensive income (loss) balance consists of:

(in thousands)	At September 30 2014			At December 31 2013
Cumulative foreign currency translation	$	(16,650	)	$	(7,880	)
Unamortized experience gain – post employment liability
Gross		206			206
Tax effect		(56	)		(56	)
Unrealized gains (losses) on investments
Gross		10			1
Tax effect		–			–
	$	(16,490	)	$	(7,729	)

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19. SUPPLEMENTAL FINANCIAL INFORMATION

The components of operating expenses are as follows:

	Three Months Ended						Nine Months Ended
(in thousands)	September 30 2014			September 30 2013			September 30 2014			September 30 2013
Cost of goods and services sold:
Operating Overheads:
Mining, other development expense	$	(366	)	$	(565	)	$	(2,295	)	$	(1,748	)
Milling, conversion expense		(9	)		(16	)		(32	)		(59	)
Mill feed cost:
–Stockpile depletion		(12	)		–			(12	)		–
Less absorption:
–Stockpiles, mineral properties		111			284			628			953
–Concentrates		13			–			13			–
Cost of services		(1,932	)		(2,288	)		(5,479	)		(6,724	)
Cost of goods and services sold		(2,195	)		(2,585	)		(7,177	)		(7,578	)
Reclamation asset amortization		(4	)		(9	)		(11	)		(27	)
Operating expenses	$	(2,199	)	$	(2,594	)	$	(7,188	)	$	(7,605	)

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

	Three Months Ended						Nine Months Ended
(in thousands)	September 30 2014			September 30 2013			September 30 2014			September 30 2013
Gains (losses) on:
Foreign exchange	$	1,487		$	(4,701	)	$	(8,566	)	$	(2,333	)
Disposal of property, plant and equipment		–			–			449			(19	)
Investment disposals		(7	)		–			(7	)		–
Investment impairments		–			–			–			(18	)
Investment fair value through profit (loss)		(31	)		441			88			(1,103	)
Other		(43	)		986			31			599
Other income (expense)	$	1,406		$	(3,274	)	$	(8,005	)	$	(2,874	)

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

	Three Months Ended						Nine Months Ended
(in thousands)	September 30 2014			September 30 2013			September 30 2014			September 30 2013
Interest income	$	84		$	117		$	500		$	276
Interest expense		(1	)		–			(2	)		(2	)
Accretion expense-reclamation obligations		(183	)		(198	)		(545	)		(601	)
Accretion expense-post-employment benefits		(28	)		(32	)		(86	)		(95	)
Finance income (expense)	$	(128	)	$	(113	)	$	(133	)	$	(422	)

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

	Three Months Ended						Nine Months Ended
(in thousands)	September 30 2014			September 30 2013			September 30 2014			September 30 2013
Operating expenses:
Mining, other development expense	$	(74	)	$	(68	)	$	(234	)	$	(210	)
Milling, conversion expense		(2	)		(1	)		(4	)		(9	)
Cost of services		(62	)		(64	)		(185	)		(197	)
Mineral property exploration		(25	)		(51	)		(101	)		(126	)
General and administrative		(16	)		(13	)		(50	)		(53	)
Depreciation expense – gross	$	(179	)	$	(197	)	$	(574	)	$	(595	)

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

	Three Months Ended						Nine Months Ended
(in thousands)	September 30 2014			September 30 2013			September 30 2014			September 30 2013
Salaries and short-term employee benefits	$	(1,895	)	$	(2,229	)	$	(6,530	)	$	(7,089	)
Share-based compensation		(204	)		(209	)		(620	)		(712	)
Termination benefits		(94	)		–			(310	)		(163	)
Employee benefits expense	$	(2,193	)	$	(2,438	)	$	(7,460	)	$	(7,964	)

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

	Nine Months Ended
(in thousands)	September 30 2014			September 30 2013
Change in non-cash working capital items:
Trade and other receivables	$	(1,071	)	$	(593	)
Inventories		7			(128	)
Prepaid expenses and other assets		243			(491	)
Accounts payable and accrued liabilities		1,726			(133	)
Post-employment benefits		(187	)		(185	)
Reclamation obligations		428			(641	)
Change in non-cash working capital items	$	1,146		$	(2,171	)

20. SEGMENTED INFORMATION

Business Segments

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

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For the nine months ended September 30, 2014, business segment results were as follows:

(in thousands)	Canada Mining			Asia Mining			Africa Mining			Services and Other			Total
Statement of Operations:
Revenues		–			–			–			6,883			6,883
Expenses:
Operating expenses		(397	)		–			(1,312	)		(5,479	)		(7,188	)
Mineral property exploration		(12,593	)		(332	)		(689	)		–			(13,614	)
General and administrative		(11	)		(746	)		(853	)		(4,431	)		(6,041	)
Impairment–mineral properties (note 9)		(1,658	)		–			–			–			(1,658	)
		(14,659	)		(1,078	)		(2,854	)		(9,910	)		(28,501	)
Segment income (loss)		(14,659	)		(1,078	)		(2,854	)		(3,027	)		(21,618	)
Revenues – supplemental:
Environmental services		–			–			–			5,263			5,263
Management fees and commissions		–			–			–			1,620			1,620
		–			–			–			6,883			6,883
Capital additions:
Property, plant and equipment		163			90			483			81			817
Long-lived assets:
Plant and equipment
Cost		83,030			348			2,364			3,813			89,555
Accumulated depreciation		(8,515	)		(233	)		(1,737	)		(1,912	)		(12,397	)
Mineral properties		149,568			6,449			43,063			–			199,080
Intangibles		–			–			–			793			793
		224,083			6,564			43,690			2,694			277,031

For the three months ended September 30, 2014, business segment results were as follows:

(in thousands)	Canada Mining			Asia Mining			Africa Mining			Services and Other			Total
Statement of Operations:
Revenues		–			–			–			2,351			2,351
Expenses:
Operating expenses		(140	)		–			(127	)		(1,932	)		(2,199	)
Mineral property exploration		(3,099	)		(42	)		(288	)		–			(3,429	)
General and administrative		(1	)		(115	)		(246	)		(1,173	)		(1,535	)
		(3,240	)		(157	)		(661	)		(3,105	)		(7,163	)
Segment income (loss)		(3,240	)		(157	)		(661	)		(754	)		(4,812	)
Revenues – supplemental:
Environmental services		–			–			–			1,956			1,956
Management fees and commissions		–			–			–			395			395
		–			–			–			2,351			2,351

19

For the nine months ended September 30, 2013, business segment results were as follows:

(in thousands)	Canada Mining			Asia Mining			Africa Mining			Services and Other			Total
Statement of Operations:
Revenues		–			–			–			7,994			7,994
Expenses:
Operating expenses		(776	)		–			(105	)		(6,724	)		(7,605	)
Mineral property exploration		(10,774	)		(491	)		(796	)		–			(12,061	)
General and administrative		(5	)		(564	)		(628	)		(4,720	)		(5,917	)
Impairment-mineral properties		–			–			(35,655	)		–			(35,655	)
		(11,555	)		(1,055	)		(37,184	)		(11,444	)		(61,238	)
Segment income (loss)		(11,555	)		(1,055	)		(37,184	)		(3,450	)		(53,244	)
Revenues – supplemental:
Environmental services		–			–			–			6,750			6,750
Management fees and commissions		–			–			–			1,244			1,244
		–			–			–			7,994			7,994
Capital additions:
Property, plant and equipment		903			89			794			83			1,869
Long-lived assets:
Plant and equipment
Cost		90,762			506			1,175			4,243			96,686
Accumulated depreciation		(9,062	)		(359	)		(770	)		(1,975	)		(12,166	)
Mineral properties		150,256			7,172			47,182			–			204,610
Intangibles		–			–			–			1,436			1,436
		231,956			7,319			47,587			3,704			290,566

For the three months ended September 30, 2013, business segment results were as follows:

(in thousands)	Canada Mining			Asia Mining			Africa Mining			Services and Other			Total
Statement of Operations:
Revenues		–			–			–			2,801			2,801
Expenses:
Operating expenses		(282	)		–			(24	)		(2,288	)		(2,594	)
Mineral property exploration		(4,295	)		(94	)		(461	)		–			(4,850	)
General and administrative		–			(161	)		(158	)		(1,646	)		(1,965	)
Impairment-mineral properties		–			–			(35,655	)		–			(35,655	)
		(4,577	)		(255	)		(36,298	)		(3,934	)		(45,064	)
Segment income (loss)		(4,577	)		(255	)		(36,298	)		(1,133	)		(42,263	)
Revenues – supplemental:
Environmental services		–			–			–			2,397			2,397
Management fees and commissions		–			–			–			404			404
		–			–			–			2,801			2,801

Revenue Concentration

The Company’s business is such that, at any given time, it sells its environmental and other services to a relatively small number of customers. During the nine months ended September 30, 2014, four customers from the services and other segment accounted for approximately 96% of total revenues consisting of 52%, 23%, 11% and 10% individually. During the nine months ended September 30, 2013, five customers from the services and other segment accounted for approximately 97% of total revenues consisting of 49%, 15%, 12%, 11% and 10% individually.

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21. RELATED PARTY TRANSACTIONS

Uranium Participation Corporation

The Company is a party to a management services agreement with UPC. Under the terms of the 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 following transactions were incurred with UPC for the periods noted:

	Three Months Ended				Nine Months Ended
(in thousands)	September 30 2014		September 30 2013		September 30 2014		September 30 2013
Revenue:
Management fees	$	395	$	404	$	1,175	$	1,244
Commission fees		–		–		445		–
	$	395	$	404	$	1,620	$	1,244

At September 30, 2014, accounts receivable includes $345,000 (December 31, 2013: $148,000) 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 Energy Fuels Inc. (“EFR”) as part of the U.S. Mining Division transaction completed in June 2012) 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 September 30, 2014, KEPCO holds 58,284,000 shares of Denison representing a share interest of approximately 11.5%.

Denison also holds a 60% interest in the Waterbury Lake Uranium Corporation (“WLUC”) and Waterbury Lake Uranium Limited Partnership (“WLULP”) entities whose key asset is the Waterbury Lake property. The other 40% interest in these entities is held by a consortium of investors (“KWULP”) of which KEPCO is the primary holder. When a spending program is approved by the participants, each participant is required to fund these entities based upon its respective ownership interest. Spending program approval requires 70% of the voting interest.

In January 2014, Denison agreed to allow KWULP to defer its funding obligations to WLUC and WLULP until September 30, 2015 in exchange for allowing Denison to carry out spending programs without obtaining the approval of 70% of the voting interest. As at September 30, 2014, KWULP has a funding obligation to WLUC and WLULP of CAD$802,000. Denison has recorded its proportionate share of this amount of $429,000 (CAD$481,000) as a component of trade and other receivables.

Other

During the nine months ended September 30, 2014, the Company has incurred investor relations, administrative service fees and other expenses of $42,000 (September 30, 2013: $165,000) with a company associated with the Chairman of the Company, and with a common President. At September 30, 2014, an amount of $nil (December 31, 2013: $nil) is due to this company.

During the nine months ended September 30, 2014, the Company has incurred legal fees of $273,000 (September 30, 2013: $1,145,000) from a law firm of which a director of the Company is a partner. At September 30, 2014, an amount of $nil (December 31, 2013: $82,000) is due to this legal firm.

21

During the nine months ended September 30, 2014, the Company has incurred fees of $12,000 (September 30, 2013: $47,000) for air chartered services from a company associated with the Chairman of the Company. At September 30, 2014, an amount of $nil (December 31, 2013: $nil) is due to this company.

During the nine months ended September 30, 2014, the Company has provided executive services of $61,000 (September 30, 2013: $nil) to a company which has common directors with Denison. At September 30, 2014, an amount of $33,000 (December 31, 2013: $nil) is due from 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 include the Company’s executive officers, vice-presidents and members of its Board of Directors.

The following compensation was awarded to key management personnel:

	Three Months Ended				Nine Months Ended
(in thousands)	September 30 2014		September 30 2013		September 30 2014		September 30 2013
Salaries and short-term employee benefits	$	315	$	397	$	1,294	$	1,240
Share-based compensation		129		138		396		447
Termination benefits		–		–		158		–
Key management personnel compensation	$	444	$	535	$	1,848	$	1,687

22. INCOME TAXES

For the nine months ended September 30, 2014, Denison has recognized deferred tax recoveries of $2,710,000. The deferred tax recovery includes the recognition of previously unrecognized Canadian tax assets of $3,588,000 offset by deferred tax expense of $3,275,000 relating to the February 2014 renunciation of the tax benefits associated with the Company’s CAD$14,950,000 flow-through share issue in May 2013.

23. 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 equity instruments) is based on quoted market prices at the balance sheet date. The quoted market price used to value financial assets held by the Company at September 30 is the closing price. In the absence of quoted market prices, observable market transactions have been used to establish the fair value.

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.

22

The following table illustrates the classification of the Company’s financial assets within the fair value hierarchy as at September 30, 2014 and December 31, 2013:

(in thousands)	Financial Instrument Category(1)	Fair Value Hierarchy		September 30 2014 Fair Value		December 31, 2013 Fair Value
Financial Assets:
Cash and equivalents	Category D			$	26,508	$	21,786
Trade and other receivables	Category D				5,020		4,148
Investments
Equity instruments	Category A		Level 1		111		1,106
Equity instruments	Category A		Level 2		649		–
Equity instruments	Category B		Level 1		25		17
Debt instruments	Category A		Level 1		4,516		14,818
Restricted cash and equivalents
Elliot Lake reclamation trust fund	Category C				2,214		2,299
				$	39,043	$	44,174
Financial Liabilities:
Account payable and accrued liabilities	Category E				10,029		7,992
Debt obligations	Category E				48		97
				$	10,077	$	8,089

(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.

24. 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 contractor subsequently filed a motion to vacate the arbitration award. Denison filed a response in opposition and, in July 2014, the court denied the motion to vacate the arbitration award The amount of damages which may be ultimately recoverable by the Company as a result of this ruling are not known at this time.

23

EX-3

Exhibit 3

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of Denison Mines Corp. and its subsidiary companies and joint arrangements (collectively, “Denison” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of November 6, 2014 and should be read in conjunction with the Company’s unaudited interim consolidated financial statements and related notes for the nine months ended September 30, 2014. The interim consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). Readers are also encouraged to consult the audited consolidated financial statements and MD&A for the year ended December 31, 2013. All dollar amounts are expressed in U.S. dollars, unless otherwise noted.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. Denison believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; the estimates of Denison’s mineral reserves and mineral resources; expectations regarding the toll milling of Cigar Lake ores; capital expenditure programs, estimated exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium (“U₃O₈”); possible impacts of litigation and regulatory actions on Denison; exploration, development and expansion plans and objectives; expectations regarding adding to its mineral reserves and resources through acquisitions and exploration; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

There can be no assurance that such statements will prove to be accurate, as Denison’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed under the heading “Risk Factors” in Denison’s Annual Information Form dated March 14, 2014 available at www.sedar.com, and in its Form 40-F available at www.sec.gov/edgar.shtml.

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

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

- 1 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

2014 HIGHLIGHTS

• The Company completed its summer drilling programs at Wheeler River, Crawford Lake and Bachman Lake in the Athabasca Basin. The summer program involved 19,126 metres of diamond drilling in 27 drill holes, with a focus on the Company’s recent discovery of high grade uranium mineralization at the Gryphon Zone on the Wheeler River property.

• At the Company’s 60% owned Wheeler River property, a total of 14,937 metres was completed in 20 drill holes during the summer program. All of the drilling occurred at or around the newly discovered Gryphon Zone. The Gryphon Zone was discovered earlier this year with drill hole WR-556, which intersected high grade basement hosted uranium mineralization returning 15.3% U₃O₈ over 4.0 metres. The highlights from the summer drilling program include drill holes WR-569A, WR-573D1 and WR-574. Drill hole WR-569A intersected a wide zone of alteration and mineralization with several high grade intervals, including 9.41% eU₃O₈ over 3.7 metres and 5.27% eU₃O₈ over 5.9 metres. Drill hole WR-573D1 intersected 15.8% eU₃O₈ over 2.3 metres. Drill hole WR-574 intersected 7.0% eU₃O₈ over 2.0 metres and 9.8% eU₃O₈ over 2.5 metres.

• On August 12, 2014, the Company completed a CAD$15.0 million ($13.7 million) “bought deal” private placement for the issuance of 9,257,500 flow-through common shares at a price of CAD$1.62 per share. The proceeds from the financing will fund the Company’s Canadian exploration activities through to the end of 2015.

• Construction and commissioning activities continued at the McClean Lake mill during the quarter, including the final stages of commissioning of the Hydrogen Mitigation modifications to the leach circuit. On September 8, 2014, the McClean Lake Mill was officially restarted and operators at McClean Lake began leaching McClean Lake ore slurry using the newly commissioned modified leach circuit. Ore from the Cigar Lake joint venture (“CLJV”) was introduced into the mill circuit towards the end of September, leading to the production of the first packaged uranium from CLJV in early October. Production for 2014 is estimated to be up to 600,000 pounds U₃O₈ for the CLJV and up to 115,000 pounds U₃O₈ (Denison’s share, 26,000 pounds U₃O₈) for the McClean Lake joint venture (“MLJV”).

ABOUT DENISON

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

Denison is a uranium exploration and development company with interests in exploration and development projects in Canada, Zambia, Mali, Namibia and Mongolia. Including the high grade Phoenix deposit, located on its 60% owned Wheeler project, Denison’s exploration project portfolio consists of numerous projects covering over 470,000 hectares in the eastern Athabasca Basin region of Saskatchewan. Denison’s interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint venture, which includes several uranium deposits and the McClean Lake uranium mill, one of the world’s largest uranium processing facilities, plus a 25.17% interest in the Midwest deposit and a 60% interest in the J Zone deposit on the Waterbury property. Both the Midwest and J Zone deposits are located within 20 kilometres of the McClean Lake mill. Internationally, Denison owns 100% of the conventional heap leach Mutanga project in Zambia, 100% of the uranium/copper/silver Falea project in Mali, a 90% interest in the Dome project in Namibia, and an 85% interest in the in-situ recovery projects held by the Gurvan Saihan joint venture (“GSJV”) in Mongolia.

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

- 2 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

SELECTED QUARTERLY FINANCIAL INFORMATION

(in thousands)	As at September 30, 2014		As at December 31, 2013
Financial Position:
Cash and cash equivalents	$	26,508	$	21,786
Short term investments		4,516		10,040
Long term investments		785		5,901
Cash, equivalents and investments	$	31,809	$	37,727
Working capital	$	25,443	$	29,391
Property, plant and equipment	$	276,238	$	281,010
Total assets	$	320,581	$	330,969
Total long-term liabilities	$	37,714	$	41,283

	Three months ended						Nine months ended
(in thousands, except for per share amounts)	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Results of Operations:
Total revenues from continuing operations	$	2,351		$	2,801		$	6,883		$	7,994
Net income (loss) from continuing operations		(2,820	)		(45,477	)		(27,051	)		(53,376	)
Basic and diluted earnings (loss) per share		(0.01	)		(0.10	)		(0.06	)		(0.12	)
	2014			2014			2014			2013
(in thousands, except for per share amounts)	Q3			Q2			Q1			Q4
Results of Operations:
Total revenues from continuing operations	$	2,351		$	2,358		$	2,174		$	2,413
Net income (loss) from continuing operations		(2,820	)		(11,564	)		(12,667	)		(30,459	)
Basic and diluted earnings (loss) per share - from continuing operations		(0.01	)		(0.02	)		(0.03	)		(0.06	)
	2013			2013			2013			2012
(in thousands, except for per share amounts)	Q3			Q2			Q1			Q4
Results of Operations:
Total revenues from continuing operations	$	2,801		$	2,902		$	2,291		$	2,596
Net income (loss) from continuing operations		(45,477	)		(2,430	)		(5,469	)		(4,605	)
Net income (loss) from discontinued operations(1)		—			—			—			155
Basic and diluted earnings (loss) per share - from continuing operations		(0.10	)		(0.01	)		(0.01	)		(0.01	)
- from discontinued operations(1)		—			—			—			0.00

(1) On June 29, 2012, the Company completed a transaction with Energy Fuels Inc. (“EFR”) whereby the Company sold subsidiaries holding all of its mining assets and operations located in the United States (the “U.S. Mining Division”). The Company has restated the presentation of the applicable prior year’s statement of comprehensive income to disclose the results of its U.S. Mining Division as a discontinued operation.

- 3 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

RESULTS OF OPERATIONS

Revenues

Services and Other

Revenue from DES for the three and nine months ended September 30, 2014 was $1,956,000 and $5,263,000 compared to $2,397,000 and $6,750,000 in the same periods in 2013. The decrease in revenue in 2014 was mainly due to a reduction in activity on certain care and maintenance projects, and an unfavourable fluctuation in foreign exchange rates applicable on the translation of Canadian dollar revenues.

Revenue from the Company’s management contract with UPC, for the three and nine months ended September 30, 2014, was $395,000 and $1,620,000 compared to $404,000 and $1,244,000 in the same periods in 2013. The increase in revenue is mainly due to commissions earned in 2014, relating to UPC’s purchases of uranium.

Operating Expenses

Mining

In Canada, the expansion and modifications at the McClean Lake mill continued through 2014 with the CLJV continuing to pay nearly all of the expenses under the terms of a toll milling agreement. Construction and commissioning of the Hydrogen Mitigation modifications were completed during the third quarter.

On September 8, 2014, the McClean Lake Mill was officially restarted with leaching of McClean Lake ore using the newly commissioned modified leach circuit. The first shipment of high grade ore from Cigar Lake was received at the McClean Lake mill in the first quarter of 2014, followed by a temporary suspension of ore shipments by the CLJV to allow for additional freezing to occur in certain areas of the Cigar Lake mine. Ore deliveries to the mill resumed during the first week of September and high grade ore was introduced into the mill circuit towards the end of September. The first drums of CLJV uranium were packaged in early October.

Denison’s share of operating costs in Canada, for the three and nine months ended September 30, 2014, totaled $140,000 and $397,000 compared to $282,000 and $776,000 for the three and nine months ended September 30, 2013. Operating costs decreased in 2014 primarily due to reductions in expenditures on the Surface Access Borehole Resource Extraction (“SABRE”) program, which is not part of the stand-by costs paid by the CLJV.

In Africa, engineering studies, a metallurgical test work program and environmental programs originally initiated by Rockgate Capital Corp., on the recently acquired Falea project, were completed in the first half of 2014. Operating expenses in Africa for the three and nine months ended September 30, 2014 totaled $127,000 and $1,312,000, and were primarily attributable to the Falea project. Operating expenses in Africa for the three and nine months ended September 30, 2013, by comparison, totaled $24,000 and $105,000.

Services and Other

Operating expenses include costs relating to DES of $1,764,000 and $4,967,000 for the three and nine months ended September 30, 2014, as compared to $2,117,000 and $6,156,000 for the same period in 2013. DES costs decreased in 2014 mainly due to a reduction in activity at certain care and maintenance sites, and a favourable fluctuation in foreign exchange rates applicable on the translation of Canadian dollar expenses.

Mineral Property Exploration

Denison is engaged in uranium exploration and/or development in Canada, Zambia, Mali, Namibia, Niger and Mongolia. While the Company has material interests in uranium projects in Asia and Africa, the Company is focused primarily on the eastern Athabasca Basin, in Saskatchewan, Canada, with numerous projects covering over 470,000 hectares.

Global exploration expenditures for the three and nine months ended September 30, 2014 were $3,429,000 and $13,614,000, with 92.5% of exploration expenditures being incurred in Canada during the first nine months of 2014, compared to $4,850,000 and $12,061,000 for the three and nine months ended September 30, 2013. The increase in global exploration expenditures in 2014 is mainly due to an increase in exploration activity in Canada offset by declines in exploration activity in Zambia and Mongolia.

- 4 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

The Company’s land position in the eastern Athabasca Basin, as of September 30, 2014, is illustrated below:

- 5 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

• Canada

Denison’s share of exploration spending on its Canadian properties totaled $3,099,000 and $12,593,000 for the three and nine months ended September 30, 2014 as compared to $4,295,000 and $10,774,000 for the three and nine months ended September 30, 2013. Since the start of 2014, the following exploration activities were completed as of September 30, 2014.

Canadian Exploration Activities

Property	Denison’s Ownership	Drilling in metres	Other Activities
Wheeler River	60%	29,591 (47 holes)	Geophysical surveys
Bachman Lake	100%	1,194 (2 holes)	-
Bell Lake	100%	6,180 (11 holes)	Geophysical surveys
Black Bear	100%	450 (2 holes)	-
Candle Lake	42.61%(1)	-	Geophysical surveys
Crawford Lake	100%	2,995 (5 holes)	Geophysical surveys
Hatchet Lake	50%(1)	2,030 (10 holes)	-
Johnston Lake	100%	-	Geophysical surveys
Mann Lake	30%	9,838 (13 holes)(2)	-
Marten	50%	-	Geophysical Surveys
McClean Lake	22.5%	2,515 (9 holes)	-
Murphy Lake	50%(1)	-	Geophysical Surveys
Lynx Lake	56.82%(1)	710 (1 hole)	-
Moore Lake	100%	4,100 (10 holes)	Geophysical surveys
Park Creek	49%	1,910 (6 holes)	Geophysical surveys
Waterbury Lake	60%	3,100 (9 holes)	Geophysical surveys
Wolverine	50%	-	Geophysical surveys
Wolly	22.5%	3,130 (17 holes)	-
Total		67,743 (142 holes)

(1) The Company’s ownership in these projects is as at December 31, 2013. Some of the partners in these projects may not fund the 2014 programs and as a result, Denison’s interest may increase.

(2) Exploration activities were performed by International Enexco Ltd (“IEC”) prior to Denison’s acquisition of IEC on June 6, 2014.

- 6 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

Wheeler River

Gryphon Zone

A total of 14,937 metres has been completed in 20 drill holes during the summer 2014 drill program, which followed up on the Gryphon Zone discovery of high grade basement hosted mineralization. The summer program included the successful extension of two historic drill holes. The extension drill holes, ZK-04EXT and ZK-06EXT, along with WR-565 have tested geological targets up dip of the main mineralized zones on the original discovery section. The highlights from the summer drilling program include drill holes WR-569A, WR-573D1 and WR-574. Drill hole WR-569A intersected a wide zone of alteration and mineralization with several high grade intervals, including 9.41% eU₃O₈ over 3.7 metres and 5.27% eU₃O₈ over 5.9 metres. Drill hole WR-573D1 intersected 15.8% eU₃O₈ over 2.3 metres and WR-574 intersected 7.0% eU₃O₈ over 2.0 metres and 9.8% eU₃O₈ over 2.5 metres.

The summer program followed up a successful winter program on Gryphon. During the winter program, drill hole WR-556 intersected basement hosted uranium mineralization returning an assay of 15.3% U₃O₈ over 4.0 metres, and a follow-up hole, drill hole WR-560, also intersected high grade basement hosted uranium mineralization returning an assay of 21.2% U₃O₈ over 4.5 metres.

The mineralization at the Gryphon Zone is at depths of approximately 700 to 800 metres below surface and plunges shallowly to the northeast. It is open in both the up-plunge and down-plunge directions. Gryphon is located 3.0 kilometres northwest of the Phoenix deposit.

Phoenix Deposit

During the winter exploration program, a total of 11 drill holes were completed at Zone A of the Phoenix deposit, which focused on expanding the zone of higher grade mineralization. The program was successful and was highlighted by drill hole WR-548, which returned an assay of 36.83% U₃O₈ over 6.5 metres.

An updated mineral resource estimate was completed in June 2014, in accordance with the requirements of NI 43-101. The Company reported an indicated mineral resource estimate for the Phoenix deposit of 70,200,000 pounds U₃O₈ based on 166,400 tonnes of mineralization at an average grade of 19.13% U₃O₈, representing a 34% increase in indicated pounds U₃O₈ over the last estimate completed in 2012. Additionally, the total inferred mineral resource is now estimated to contain 1,100,000 pounds U₃O₈ based on 8,600 tonnes of mineralization with an average grade of 5.80% U₃O_8.

Other Properties

Denison participated in 17 other exploration programs in the eastern Athabasca Basin (14 of which were operated by Denison) during the nine months ended September 30, 2014. The other programs included 12 drilling programs (9 of which were operated by Denison). All drilling activity for the year was completed as at September 30, 2014.

Crawford Lake and Bachman Lake – A total of 4,189 metres of drilling was completed in seven holes at Crawford Lake and Bachman Lake. Although no significant mineralization was intersected, the drilling was successful in extending a large zone of sandstone and basement alteration on the CR-2 and CR-5 conductors, roughly along trend to the south of the Millennium deposit. Follow-up drilling is required in this area and is expected to be a priority for Denison in 2015.

Waterbury Lake – Exploration drilling was completed along the western strike extension of the Discovery Bay corridor, west of the J Zone uranium deposit, and also at the Oban target area, three kilometres north of the J Zone deposit. Weak uranium mineralization was intersected in one drill hole in the Discovery Bay corridor and in two drill holes at the Oban target area. The best down-hole probe result was WAT14-406A, at Oban, which intersected 0.09% eU₃O₈ over 3.0 metres from 250 to 253 metres at the sub-Athabasca unconformity. The mineralization is associated with graphitic fault zones and strong hydrothermal alteration. Denison is encouraged by these results as the zone is open along strike in both directions. A significant amount of follow up drilling will be required.

- 7 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

Hatchet Lake – A 2,030 metre, 10 hole program of diamond drilling was completed. A broad zone of weak uranium mineralization was observed near the unconformity in drill hole RL-14-19, which intersected 0.025% U₃O₈ over 8.5 metres from 124.2 to 132.7 metres. Additionally, significant base metal mineralization comprised of 3.3% Pb, 0.27% Zn and 19.6 g/t Ag over 9.6 metres was intersected in drill hole RL-14-27 from 148.0 to 163.4 metres. Additional drilling is planned for the property in 2015.

Bell Lake – Eleven drill holes were completed during the winter program. Weak uranium mineralization was intersected in several holes, with the best down-hole probe results being returned from the Bell South grid area. Drill hole BL-14-22 intersected 0.028% eU₃O₈ over 2.5 metres from 517.1 to 519.6 metres at the sub-Athabasca unconformity, including 0.065% eU₃O₈ over 0.6 metres in a massive clay and hematite altered zone. Denison is encouraged by the alteration in the sandstone and basement in several of the drill holes at Bell South, and follow up drilling is planned for 2015. Bell Lake is located along the Stony Rapids seasonal road, 37 kilometres northwest of the McClean Lake mill.

Wolly and McClean Lake – At the Wolly and McClean Lake projects, operated by AREVA Resources Canada Inc., a total of 5,645 metres of exploration drilling was completed in 26 drill holes during the winter and summer programs. The most notable results included significant alteration and structure in both the sandstone and basement at the JEB South target area, approximately 2 km from the McClean Lake mill on the Wolly property.

Mann Lake – At the Mann Lake project, operated by Cameco Corp., drill hole MN-060 targeted the extension of weak mineralization encountered 300 metres along strike to the north in drill hole MN-047. In March of this year, IEC reported that MN-060 intersected high grade uranium mineralization consisting of 2.31% eU₃O₈ over 5.1 metres at the sub-Athabasca unconformity. This was followed by drill hole MN-065, which intersected 3.73% eU₃O₈ over 1.2 metres half-way between MN-060 and MN-047. IEC reported that known mineralization now extends 300 metres and is open along strike in both directions.

• Zambia

Exploration expenditures of $203,000 and $411,000 were incurred during the three and nine months ended September 30, 2014. During the nine month period, the Company completed geological mapping, geochemical sampling and excavator trenching programs at the Company’s Mutanga project. Significant zones of anomalously elevated radioactivity were encountered and geochemical results are pending. During the comparable periods in 2013, exploration expenditures totaled $461,000 and $796,000.

• Mali

Exploration expenditures of $68,000 and $220,000 were incurred during the three and nine months ended September 30, 2014. Exploration activity during the nine month period has been limited to a modest field program consisting of geological mapping and surficial geochemistry orientation surveys on Denison’s 100% owned Falea project. These programs were completed during the second quarter.

• Namibia

In March 2014, Rio Tinto Mining and Exploration Limited (“Rio”) terminated its option to earn an interest in the Dome project under the provisions of an earn-in agreement between the parties. Rio discontinued activities at the site at the end of February 2014. The Company assumed operatorship of the project and continues to evaluate options for moving forward with the Dome project.

• Mongolia

Exploration expenditures on the Company’s GSJV properties totaled $42,000 and $332,000 for the three and nine months ended September 30, 2014, compared to $94,000 and $491,000 for the three and nine months ended September 30, 2013. Expenditures in Mongolia during the current year relate primarily to annual license payments required to maintain the GSJV properties in good standing, while the Company continues to explore strategic alternatives regarding its ownership interest in the GSJV. The Company currently has an 85% interest in the GSJV, with Mon-Atom LLC holding the remaining 15% interest.

- 8 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

General and Administrative

General and administrative expenses totaled $1,535,000 and $6,041,000 for the three and nine months ended September 30, 2014 compared with $1,965,000 and $5,917,000 for the three months and nine months ended September 30, 2013. These expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other public company expenditures. General and administrative expenditures for the nine months ended 2014 were comparable to the same period in 2013.

Impairment – Mineral Properties

During the first quarter of 2014, the Company allowed some of its land holdings, obtained through the acquisition of JNR Resources Inc. in 2013, to lapse. The Company has recognized an impairment charge of $1,658,000 to reflect the abandonment of these holdings. During the third quarter of 2013, the Company recorded an impairment charge of $35,655,000 to reduce the carrying value of the Company’s Mutanga project, in Zambia, to its estimated recoverable amount.

Other Income and Expenses

The Company recognized other income of $1,406,000 and other expenses of $8,005,000 for the three and nine months ended September 30, 2014. This compares with other expenses of $3,274,000 and $2,874,000 for the three and nine months ended September 30, 2013. The difference during the comparable nine month period is primarily due to an increase in foreign exchange losses, partially offset by gains on the revaluation of investments to fair market value, the gain on sale of land holdings related to the Way Lake and Yurchison Lake properties of $202,000, and a payment received of $229,000 from Strateco Resources Inc. (“Strateco”) in accordance with the option agreement with Strateco to earn up to a 60% interest in Denison’s Jasper Lake property.

The Company recorded foreign exchange losses of $8,566,000 during the nine months ended September 30, 2014, as compared to foreign exchange losses of $2,333,000 during the nine months ended September 30, 2013. The Company also recognized $88,000 in gains on investments carried at fair market value during the nine months ended September 30, 2014, as compared to losses of $1,103,000 on investments during the nine months ended September 30, 2013.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $26,508,000 at September 30, 2014 compared with $21,786,000 at December 31, 2013. The increase of $4,722,000 was primarily due to net cash provided by investing activities and financing activities of $8,652,000 and $14,054,000, respectively, partly offset by net cash used in operations of $16,747,000.

Net cash used in operating activities of $16,747,000 during the nine months ended September 30, 2014 is comprised of a net loss for the period adjusted for non-cash items and changes in working capital items. Significant changes in working capital items during the period include an increase of $1,071,000 in trade and other receivables, offset by an increase of $1,726,000 in accounts payable and accrued liabilities. The increase in accounts payable and accrued liabilities is mainly due to the increase in activity at the McClean Lake mill.

Net cash provided by investing activities of $8,652,000 consists primarily of cash provided by the sale or maturity of investments in debt and equity instruments accounting for $9,529,000, partly offset by $733,000 in cash spent on property, plant and equipment.

Net cash provided by financing activities of $14,054,000 consists primarily of net proceeds received on the issuance of flow-through common shares. On August 12, 2014, the Company closed a CAD$15.0 million ($13.7 million) private placement for the issuance of 9,257,500 flow-through common shares at a price of CAD$1.62 per share. The proceeds will be used to fund the Company’s Canadian exploration programs through to the end of 2015. Other financing activities included the issuance of common shares for stock options and warrants exercised for $946,000 and $304,000, respectively.

On January 31, 2014, the Company entered into a revolving term credit facility (the “Credit Facility”) for CAD$15,000,000. The use of the Credit Facility is restricted to the issuance of non-financial letters of credit and contains a covenant to maintain a certain level of tangible net worth, which must be greater than or equal to $150,000,000. The Credit Facility terminates on January 31, 2015. At September 30, 2014, the Company is in compliance with the covenants of the Credit Facility, and CAD$9,698,000 of the Credit Facility was being used as collateral for certain letters of credit.

- 9 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

The Company has provided an unlimited full recourse guarantee and a pledge of all of the shares of Denison Mines Inc. (“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. Letters of credit issued under the Credit Facility are subject to a fee of 2.0% per annum and the balance is subject to a standby fee of 0.75%.

TRANSACTIONS WITH RELATED PARTIES

Uranium Participation Corporation

The Company is a party to a management services agreement with UPC. Under the terms of the 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 of Directors of UPC, for on-going monitoring or work associated with a transaction or arrangement (other than a financing, or the purchase or sale of uranium).

The management services agreement was entered into on April 1, 2013 and has a three-year term. The agreement may be terminated by either party upon the provision of 120 days written notice.

Management fees were incurred with UPC for the periods noted:

	Three Months Ended				Nine Months Ended
	September 30		September 30		September 30		September 30
(in thousands)	2014		2013		2014		2013
Revenue:
Management fees	$	395	$	404	$	1,175	$	1,244
Commission fees		—		—		445		—
	$	395	$	404	$	1,620	$	1,244

At September 30, 2014, accounts receivable includes $345,000 (December 31, 2013: $148,000) due from UPC with respect to the fees and transactions discussed 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 sale of the U.S. Mining Division) 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, a right of first opportunity if Denison intends to sell any of its substantial assets and a right to participate in certain purchases of substantial assets which Denison proposes to acquire. KEPCO is also entitled to nominate one director to Denison’s board of directors, so long as its share interest in Denison is above 5.0%.

As at September 30, 2014, KEPCO holds 58,284,000 shares of Denison representing a share interest of approximately 11.5%.

Denison also holds a 60% interest in Waterbury Lake Uranium Corporation (“WLUC”) and Waterbury Lake Uranium Limited Partnership (“WLULP”) entities whose key asset is the Waterbury Lake property. The other 40% interest in these entities is held by a consortium of investors (“KWULP”) of which KEPCO is the primary holder. When a spending program is approved by the participants, each participant is required to fund these entities based upon its respective ownership interest. Spending program approval requires 70% of the voting interest.

- 10 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

In January 2014, Denison agreed to allow KWULP to defer its funding obligations to WLUC and WLULP until September 30, 2015 in exchange for allowing Denison to carry out spending programs without obtaining the approval of 70% of the voting interest. As at September 30, 2014, KWULP has a funding obligation to WLUC and WLULP of CAD$802,000. Denison has recorded its proportionate share of this amount of $429,000 (CAD$481,000) as a component of trade and other receivables.

Other

During the three and nine months ended September 30, 2014, the Company has incurred the following with related parties:

• Investor relations, administrative service fees, and other expenses of $14,000 and $42,000 (2013: $120,000 and $165,000) were incurred with a company having a common President and also associated with the Chairman of Denison. At September 30, 2014, an amount of $nil (December 31, 2013: $nil) was due to this company.

• Air chartered services of $nil and $12,000 (2013: $31,000 and $47,000) were incurred with a company associated with the Chairman of Denison. At September 30, 2014, an amount of $nil (December 31, 2013: $nil) was due to this company.

• Legal fees and associated costs of $39,000 and $273,000 (2013: $400,000 and $1,145,000) were incurred with a law firm of which a director of Denison is a partner. At September 30, 2014, an amount of $nil (December 31, 2013: $82,000) was due to this law firm.

• Executive services of $33,000 and $61,000 were provided to a company that has common directors with Denison. At September 30, 2014, an amount of $33,000 (December 31, 2013: $nil) was due to Denison. There were no executive services provided during 2013.

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 include the Company’s executive officers, vice-presidents and members of its Board of Directors.

The following compensation was awarded to key management personnel:

	Three Months Ended				Nine Months Ended
	September 30		September 30		September 30		September 30
(in thousands)	2014		2013		2014		2013
Salaries and short-term employee benefits	$	315	$	397	$	1,294	$	1,240
Share-based compensation		129		138		396		447
Termination benefits		—		—		158		—
Key management personnel compensation	$	444	$	535	$	1,848	$	1,687

OFF-BALANCE SHEET ARRANGEMENTS

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

OUTSTANDING SHARE DATA

At November 6, 2014, there were 505,868,984 common shares issued and outstanding, stock options exercisable for 6,225,574 Denison common shares, and warrants exercisable for 1,222,802 Denison common shares for a total of 513,317,270 common shares on a fully-diluted basis.

- 11 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

CONTROLS AND PROCEDURES

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

There has not been any change in the Company’s internal control over financial reporting that occurred during the nine months ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OUTLOOK FOR 2014

At the end of the second quarter, the Company modified its outlook for toll milling fees, uranium sales, and development / operating expenses for 2014, as a result of the temporary suspension of mining at Cigar Lake. At the end of the third quarter, the Company’s outlook for exploration expenditures, toll milling fees, uranium sales, and development / operating expenses has been further refined, with the Company having completed substantially all of its 2014 exploration program and the commencement of processing of Cigar Lake ore at the McClean Lake mill.

(in thousands)	Previous Budget 2014 (1)			Current Outlook 2014 (1)			Actual to September 30, 2014 (1)(3)
Canada (2)
Mineral sales	$	1,155		$	—		$	—
Toll milling fees		850			194			—
Exploration		(14,276	)		(13,819	)		(13,030	)
Development/operations		(1,564	)		(964	)		(410	)
		(13,835	)		(14,589	)		(13,440	)
Africa
Mali		(2,000	)		(1,950	)		(1,773	)
Zambia		(1,830	)		(1,565	)		(1,252	)
		(3,830	)		(3,515	)		(3,025	)
Asia
Mongolia		(962	)		(1,321	)		(1,157	)
		(962	)		(1,321	)		(1,157	)
Services and Other (2)
Management fees and commissions		1,996			1,996			1,513
Environmental services		604			604			401
Corporate general and administration		(4,433	)		(5,079	)		(4,173	)
		(1,833	)		(2,479	)		(2,259	)
Total	$	(20,460	)	$	(21,904	)	$	(19,881	)

⁽¹⁾  Only Denison’s material operations are shown in the above table.

⁽²⁾  Budget figures have been converted using a US$ to CAD$ exchange rate of 0.95. Current outlook figures reflect actual exchange rates from the translation of CAD$ denominated transactions during the first nine months of the year.

⁽³⁾  The Company budgets on a cash basis. As a result, the Actual figures represent a non-GAAP measure estimating cash spending. The differences between Actual spend and GAAP are as follows: (1) Actual includes exploration expenditures of $463,000 funded by the Company, on the behalf of a project partner, that are not recorded in exploration expenses in the year; (2) Actual does not include non-cash depreciation and amortization amounts of $991,000; (3) Actual does not include stock based compensation of $620,000; and (4) Actual includes expenditures that were absorbed to the balance sheet of $1,208,000.

- 12 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

Canada

Mineral Property Exploration

All field activities for 2014 are now complete and the results are being compiled and interpreted. Annual assessment reports are being written, and planning is well under way for the 2015 exploration season, which will begin with winter programs starting in January after freeze-up in northern Saskatchewan. The Company’s current outlook for 2014 reflects a reduction in exploration spend as a result of a slight reduction in exploration activities planned for the summer program and a favourable movement in foreign exchange rates on CAD$ denominated expenditures incurred during the nine months ended September 30, 2014.

Development/Operations

At McClean Lake, production for 2014 is estimated to be up to 600,000 pounds U₃O₈ for CLJV and up to 115,000 pounds U₃O₈ for MLJV. The decision by CLJV to delay mining has resulted in a portion of the toll milling revenue originally expected during the second half of 2014, from processing Cigar Lake ore at the McClean Lake mill, to be deferred to 2015. Denison’s share of operating and capital expenditures at the mill in 2014 are estimated to be $642,000. The Company’s share of uranium production from McClean Lake ore is expected to be up to 26,000 pounds U₃O₈ and will be available for sale in 2015.

Due to low uranium prices, the Midwest and McClean underground projects will continue to remain on stand-by to the end of 2014. Total expenditures on these projects are estimated to be $438,000 (Denison’s share, $110,000). While significant milestones were achieved by the MLJV in the development of the SABRE mining technology in 2012 and 2013, a decision was made by the joint venture to put this program on stand-by. During the year, the MLJV reprioritized program activities and budgets to include the removal and transport of fine uranium-bearing material from the SABRE site recirculation pond to the McClean Lake mill for processing in 2014. As a result, SABRE expenditures in 2014 are estimated to be $858,000 (Denison’s share, $193,000).

International

On its wholly owned Mutanga project in Zambia, the Company is compiling the results of the geological mapping, geochemical and trenching programs to develop plans for 2015.

On its wholly owned Falea project in Mali, the Company is considering future plans for continuing geological and geophysical field programs, in an effort to locate additional mineralization.

In Mongolia, the majority of 2014 expenditures are related to license fees required to maintain the property. Other costs are connected with the Company’s strategic review efforts. The increase in expenditures is due to the strategic review lasting longer than expected.

Other Activities

Revenue from operations at DES is estimated at $6.7 million and operating expenses are forecasted to be $6.1 million for 2014. Capital expenditures and reclamation funding are projected to be $594,000.

Management fees and commissions are generated from Denison’s management services agreement with UPC.

Corporate general and administration expenses include all head office wages, benefits, office costs, public company expenses, legal, audit and investor relations expenses. Corporate general and administration expenses are now forecasted to be $5.1 million due to an increase in projected expenditures related to the Company’s recent merger and acquisition activities, incurred during the year, which were not previously budgeted.

RISK FACTORS

There are a number of factors that could negatively affect Denison’s business and the value of Denison’s common shares, including the factors listed in the Company’s Annual Information Form dated March 14, 2014 available at www.sedar.com, and in the Company’s Form 40-F available at www.sec.gov/edgar.shtml.

- 13 -

DENISON MINES CORP.

Management’s Discussion and Analysis

For the Nine Months Ended September 30, 2014

(Expressed in U.S. Dollars, unless otherwise noted)

QUALIFIED PERSON

The disclosure of scientific and technical information regarding Denison’s properties in the MD&A was prepared by or reviewed by Steve Blower, P. Geo., the Company’s Vice President, Exploration, and Terry Wetz, P.E., the Executive Director of the GSJV, who are Qualified Persons in accordance with the requirements of NI 43-101. For a description of the quality assurance program and quality control measures applied by Denison, please see Denison’s Annual Information Form dated March 14, 2014 available at www.sedar.com, and its Form 40-F available at www.sec.gov/edgar.shtml.

- 14 -

EX-4

Exhibit 4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Denison Mines Corp. (the “issuer”) for the interim period ended September 30, 2014.

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

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

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

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

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

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

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

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

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

5.2 ICFR: Not applicable.

5.3 Limitation on scope of design: Not applicable.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2014 and ended on September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 6, 2014

Signed by “Ron F. Hochstein”
Name:	Ron F. Hochstein
Title:	President and Chief Executive Officer

EX-5

Exhibit 5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, David D. Cates, Vice President Finance, Tax and Chief Financial Officer of Denison Mines Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Denison Mines Corp. (the “issuer”) for the interim period ended September 30, 2014.

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

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

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

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

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

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

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

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

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

5.2 ICFR: Not applicable.

5.3 Limitation on scope of design: Not applicable.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2014 and ended on September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 6, 2014

Signed by “David D. Cates”
Name:	David D. Cates
Title:	Vice President Finance, Tax and Chief Financial Officer