Blueprint

Denison Mines Corp.

/s/ Amanda Willett

Date: November 28, 2018

Amanda Willett

Corporate Counsel and Corporate Secretary

Item 5 – Issuer Information

If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.

a) Primary industry

Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity.

NAICS industry code

If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations.

Exploration

Development

Production

Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.

Mortgages

Real estate

Commercial/business debt

Consumer debt

Private companies

Cryptoassets

b) Number of employees

Number of employees:

0 – 49

50 – 99

100 – 499

500 or more

c) SEDAR profile number

Does the issuer have a SEDAR profile?

Yes

If yes, provide SEDAR profile number

If the issuer does not have a SEDAR profile complete Item 5(d) – (h).

d) Head office address

Street address

Province/State

Municipality

Postal code/Zip code

Country

Telephone number

e) Date of formation and financial year-end

Date of formation

Financial year-end

YYYY

f) Reporting issuer status

Is the issuer a reporting issuer in any jurisdiction of Canada?

Yes

If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.

All

g) Public listing status

If the issuer has a CUSIP number, provide below (first 6 digits only).

CUSIP number

If the issuer is publicly listed, provide the name of the exchange on which the issuer’s equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.

Exchange name

h) Size of issuer’s assets

Select the size of the issuer’s assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer’s assets at the distribution end date.

$0 to under $5M

$5M to under $25M

$25M to under $100M

$100M to under $500M

$500M to under $1B

$1B or over

Item 6 – Investment Fund Issuer Information

If the issuer is an investment fund, provide the following information.

b) Investment fund manager information

Full legal name

Firm NRD Number

(if applicable)

If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.

Street Address

Municipality

Province/State

Country

Postal code/Zip code

Telephone number

Website (if applicable)

c) Type of investment fund

Type of investment fund that most accurately identifies the issuer (select only one).

Money market

Equity

Fixed income

Balanced

Alternative strategies

Cryptoasset

Other (describe)

Indicate whether one or both of the following apply to the investment fund.

Invests primarily in other investment fund issuers

Is a UCITs Fund1

1Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.

d) Date of formation and financial year-end of the investment fund

Date of formation

Financial year-end

YYYY

e) Reporting issuer status of the investment fund

Is the investment fund a reporting issuer in any jurisdiction of Canada?

Yes

If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.

All

f) Public listing status of the investment fund

If the investment fund has a CUSIP number, provide below (first 6 digits only).

CUSIP number

If the investment fund is publicly listed, provide the name of the exchange on which the investment fund’s securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.

Exchange name

g) Net asset value (NAV) of the investment fund

Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).

$0 to under $5M

$5M to under $25M

$25M to under $100M

$100M to under $500M

$500M to under $1B

$1B or over

Date of NAV calculation:

YYYY

Item 7 – Information About the Distribution

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report.

a) Currency

Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.

Canadian dollar

US dollar

Euro

Other (describe)

b) Distribution date(s)

State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.

Start date

2018

End date

2018

YYYY

c) Detailed purchaser information

Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.

d) Types of securities distributed

Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

Canadian $

Security code

CUSIP number

(if applicable)

Description of security

Number of securities

Single or lowest price

Highest price

Total amount

248356883

Flow-Through Shares

4,945,495

1.01

4,994,949.95

248356107

Flow-Through Shares

5,000

1.01

5,050

e) Details of rights and convertible/exchangeable securities

If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.

Convertible / exchangeable security code

Underlying security code

Exercise price

(Canadian $)

Expiry date

(YYYY-MM-DD)

Conversion ratio

Describe other terms (if applicable)

Lowest

Highest

f) Summary of the distribution by jurisdiction and exemption

State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.

This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction.

For jurisdictions within Canada, state the province or territory, otherwise state the country.

Province or country

Exemption relied on

Number of unique purchasers2a

Total amount (Canadian $)

Ontario

NI 45-106 2.3 [Accredited Investor]

$4,883,849.95

Ontario

NI 45-106 2.24 [Employee, executive officer, director and consultant]

$65,650

Saskatchewan

NI 45-106 2.3 [Accredited Investor]

$45,450

British Columbia

NI 45-106 2.24 [Employee, executive officer, director and consultant]

$5,050

Total dollar amount of securities distributed

$4,999,999.95

Total number of unique purchasers2b

g) Net proceeds to the investment fund by jurisdiction

If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.

Province or country

Net proceeds (Canadian $)

Total net proceeds to the investment fund

3“Net proceeds” means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.

h) Offering materials – This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.

If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.

In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

Description

Date of document or other material

(YYYY-MM-DD)

Previously filed with or delivered to regulator? (Y/N)

Date previously filed or delivered

(YYYY-MM-DD)

Item 8 – Compensation Information

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.

Indicate whether any compensation was paid, or will be paid, in connection with the distribution.

Yes

If yes, indicate number of persons compensated.

a) Name of person compensated and registration status

Indicate whether the person compensated is a registrant.

Yes

If the person compensated is an individual, provide the name of the individual.

Full legal name of individual

Family name

First given name

Secondary given names

If the person compensated is not an individual, provide the following information.

Full legal name of non-individual

Cantor Fitzgerald Canada Corporation

Firm NRD number

(if applicable)

Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.

Yes

b) Business contact information

If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.

Street address

Municipality

Province/State

Country

Postal code/Zip code

Email address

Telephone number

c) Relationship to issuer or investment fund manager

Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.

Connected with the issuer or investment fund manager

Insider of the issuer (other than an investment fund)

Director or officer of the investment fund or investment fund manager

Employee of the issuer or investment fund manager

None of the above

d) Compensation details

Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.

Cash commissions paid

$150,000

Value of all securities distributed as compensation4

Security codes

Security code 1

Security code 2

Security code 3

Describe terms of warrants, options or other rights

Other compensation5

Describe

Total compensation paid

$150,000

Check box if the person will or may receive any deferred compensation (describe the terms below)

4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.

5Do not include deferred compensation.

Item 8 – Compensation Information

Indicate whether any compensation was paid, or will be paid, in connection with the distribution.

Yes

If yes, indicate number of persons compensated.

a) Name of person compensated and registration status

Indicate whether the person compensated is a registrant.

Yes

If the person compensated is an individual, provide the name of the individual.

Full legal name of individual

Family name

First given name

Secondary given names

If the person compensated is not an individual, provide the following information.

Full legal name of non-individual

Haywood Securities Inc.

Firm NRD number

(if applicable)

Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.

Yes

b) Business contact information

If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.

Street address

Municipality

Province/State

Country

Postal code/Zip code

Email address

Telephone number

c) Relationship to issuer or investment fund manager

Connected with the issuer or investment fund manager

Insider of the issuer (other than an investment fund)

Director or officer of the investment fund or investment fund manager

Employee of the issuer or investment fund manager

None of the above

d) Compensation details

Cash commissions paid

$75,000

Value of all securities distributed as compensation4

Security codes

Security code 1

Security code 2

Security code 3

Describe terms of warrants, options or other rights

Other compensation5

Describe

Total compensation paid

$75,000

Check box if the person will or may receive any deferred compensation (describe the terms below)

5Do not include deferred compensation.

Item 8 – Compensation Information

Indicate whether any compensation was paid, or will be paid, in connection with the distribution.

Yes

If yes, indicate number of persons compensated.

a) Name of person compensated and registration status

Indicate whether the person compensated is a registrant.

Yes

If the person compensated is an individual, provide the name of the individual.

Full legal name of individual

Family name

First given name

Secondary given names

If the person compensated is not an individual, provide the following information.

Full legal name of non-individual

Cormark Securities Inc.

Firm NRD number

(if applicable)

Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.

Yes

b) Business contact information

If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.

Street address

Municipality

Province/State

Country

Postal code/Zip code

Email address

Telephone number

c) Relationship to issuer or investment fund manager

Connected with the issuer or investment fund manager

Insider of the issuer (other than an investment fund)

Director or officer of the investment fund or investment fund manager

Employee of the issuer or investment fund manager

None of the above

d) Compensation details

Cash commissions paid

$30,000

Value of all securities distributed as compensation4

Security codes

Security code 1

Security code 2

Security code 3

Describe terms of warrants, options or other rights

Other compensation5

Describe

Total compensation paid

$30,000

Check box if the person will or may receive any deferred compensation (describe the terms below)

5Do not include deferred compensation.

Item 8 – Compensation Information

Indicate whether any compensation was paid, or will be paid, in connection with the distribution.

Yes

If yes, indicate number of persons compensated.

a) Name of person compensated and registration status

Indicate whether the person compensated is a registrant.

Yes

If the person compensated is an individual, provide the name of the individual.

Full legal name of individual

Family name

First given name

Secondary given names

If the person compensated is not an individual, provide the following information.

Full legal name of non-individual

TD Securities Inc.

Firm NRD number

(if applicable)

Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.

Yes

b) Business contact information

If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.

Street address

Municipality

Province/State

Country

Postal code/Zip code

Email address

Telephone number

c) Relationship to issuer or investment fund manager

Connected with the issuer or investment fund manager

Insider of the issuer (other than an investment fund)

Director or officer of the investment fund or investment fund manager

Employee of the issuer or investment fund manager

None of the above

d) Compensation details

Cash commissions paid

$30,000

Value of all securities distributed as compensation4

Security codes

Security code 1

Security code 2

Security code 3

Describe terms of warrants, options or other rights

Other compensation5

Describe

Total compensation paid

$30,000

Check box if the person will or may receive any deferred compensation (describe the terms below)

5Do not include deferred compensation.

Item 8 – Compensation Information

Indicate whether any compensation was paid, or will be paid, in connection with the distribution.

Yes

If yes, indicate number of persons compensated.

a) Name of person compensated and registration status

Indicate whether the person compensated is a registrant.

Yes

If the person compensated is an individual, provide the name of the individual.

Full legal name of individual

Family name

First given name

Secondary given names

If the person compensated is not an individual, provide the following information.

Full legal name of non-individual

Eight Capital

Firm NRD number

(if applicable)

Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.

Yes

b) Business contact information

If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.

Street address

Municipality

Province/State

Country

Postal code/Zip code

Email address

Telephone number

c) Relationship to issuer or investment fund manager

Connected with the issuer or investment fund manager

Insider of the issuer (other than an investment fund)

Director or officer of the investment fund or investment fund manager

Employee of the issuer or investment fund manager

None of the above

d) Compensation details

Cash commissions paid

$15,000

Value of all securities distributed as compensation4

Security codes

Security code 1

Security code 2

Security code 3

Describe terms of warrants, options or other rights

Other compensation5

Describe

Total compensation paid

$15,000

Check box if the person will or may receive any deferred compensation (describe the terms below)

5Do not include deferred compensation.

Item 9 – Directors, Executive Officers and Promoters of the Issuer

If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10.

Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one).

Reporting issuer in any jurisdiction of Canada

Foreign public issuer

Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada6

Provide name of reporting issuer

Wholly owned subsidiary of a foreign public issuer6

Provide name of foreign public issuer

Issuer distributing only eligible foreign securities and the distribution is to permitted clients only7

If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.

6An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.

7Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions.

If the issuer is none of the above, check this box and complete Item 9(a) – (c).

a) Directors, executive officers and promoters of the issuer

Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter.

Organization or company name

Family name

First given name

Secondary given names

Business location of non-individual or residential jurisdiction of individual

Relationship to issuer

(select all that apply)

Province or country

b) Promoter information

If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer.

Organization or company name

Family name

First given name

Secondary given names

Residential jurisdiction of individual

Relationship to promoter

(select one or both if applicable)

Province or country

c) Residential address of each individual

Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons.

Item 10 – Certification
Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.
Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.
By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.
Name of issuer/underwriter/ investment fund manager/agent	Denison Mines Corp.

Full legal name	Willett	Amanda
	Family name	First given name		Secondary given names

Title	Corporate Counsel and Corporate Secretary

Telephone number	416-979-1991	Email address	awillett@denisonmines.com

Signature	“signed”	Date	2018		11	28
			YYYY		MM	DD

Notice – Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and

b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

Exhibit Number		Description

99.1		Form 45-106F1 Report of Exempt Distribution dated November 28, 2018

Item 1 – Report Type

	x	New report

		Amended report	If amended, provide filing date of report that is being amended.	(YYYY-MM-DD)

Item 2 – Party Certifying the Report
Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
		Investment fund issuer

	x	Issuer (other than an investment fund)

		Underwriter

Item 3 – Issuer Name and Other Identifiers
Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.

Full legal name	Denison Mines Corp.

Previous full legal name
If the issuer’s name changed in the last 12 months, provide most recent previous legal name.

Website		www.denisonmines.com	(if applicable)

If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”.
Legal entity identifier

If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.
Full legal name(s) of co-issuer(s)			(if applicable)

Item 11 – Contact Person
Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.
	Same as individual certifying the report

Full legal name		Everett	Ryan				Title	Associate
		Family name	First given name		Secondary given names

Name of company		Blake, Cassels & Graydon LLP

Telephone number		604-631-3346		Email address		ryan.everett@blakes.com