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Denison Mines Corp. – ‘F-80’ on 1/7/13

On:  Monday, 1/7/13, at 12:05pm ET   ·   Effective:  1/7/13   ·   Accession #:  1193125-13-4816   ·   File #:  333-185906

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/07/13  Denison Mines Corp.               F-80        1/07/13   26:2.1M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-80        Registration Statement of a Canadian Issuer for     HTML   1.05M 
                          Securities to be Issued in an Exchange                 
                          Offer or Business Combination                          
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    343K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML    233K 
                          Liquidation or Succession                              
 4: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML     71K 
                          Liquidation or Succession                              
 5: EX-2.4      Plan of Acquisition, Reorganization, Arrangement,   HTML     25K 
                          Liquidation or Succession                              
 6: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     12K 
15: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     12K 
16: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     12K 
17: EX-4.12     Instrument Defining the Rights of Security Holders  HTML     13K 
18: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     12K 
19: EX-4.14     Instrument Defining the Rights of Security Holders  HTML     12K 
20: EX-4.15     Instrument Defining the Rights of Security Holders  HTML     12K 
21: EX-4.16     Instrument Defining the Rights of Security Holders  HTML     12K 
22: EX-4.17     Instrument Defining the Rights of Security Holders  HTML     12K 
23: EX-4.18     Instrument Defining the Rights of Security Holders  HTML     12K 
24: EX-4.19     Instrument Defining the Rights of Security Holders  HTML     12K 
 7: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     12K 
25: EX-4.20     Instrument Defining the Rights of Security Holders  HTML     12K 
26: EX-4.21     Instrument Defining the Rights of Security Holders  HTML     12K 
 8: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     16K 
 9: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     12K 
10: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     12K 
11: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     12K 
12: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     12K 
13: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     13K 
14: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     13K 

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As filed with the Securities and Exchange Commission on January 7, 2013

Registration Statement No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-80

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Denison Mines Corp.

(Exact name of Registrant as specified in its charter)

Atrium on Bay, 595 Bay Street, Suite 402

Toronto, Ontario

M5G 2C2

(416) 979-1991

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, NY 10011

(212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective.

This Registration Statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures check the following box.  ¨

CALCULATION OF REGISTRATION FEE

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

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PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

This registration statement on Form F-80 (this “Registration Statement”) is filed by Denison Mines Corp., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Registrant”). This Registration Statement relates to the offer by the Registrant to purchase all of the outstanding common shares of JNR Resources Inc. (“JNR”) on the basis of 0.073 common shares of the Registrant for each common share of JNR (provided that no fractional common shares of the Registrant will be issued), pursuant to a shareholder- and court-approved plan of arrangement under the Business Corporations Act (British Columbia). The offer is subject to the terms and conditions set forth in the notice of special meeting and management information circular of JNR dated December 17, 2012 (the “Circular”) and the related documents, copies of which are included immediately following this page.

See the page 1 of the Circular.

See the list of exhibits included in Part II of this Registration Statement.

See “Documents Filed as Part of the Registration Statement” in the Circular.

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Notice of Special Meeting

and Management Information Circular

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS, PREFERRED SHAREHOLDERS,

OPTIONHOLDERS AND WARRANTHOLDERS TO BE HELD ON MONDAY, JANUARY 28, 2013

TO: The Shareholders, Preferred Shareholders, Optionholders and Warrantholders of JNR Resources Inc.

NOTICE IS HEREBY GIVEN that, pursuant to an interim order of the Supreme Court of British Columbia dated December 19, 2012, (the “Interim Order”) a special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Common Shares”) of JNR Resources Inc. (the “Corporation”), the holders (the “Preferred Shareholders”) of preferred shares (the “Preferred Shares”) of the Corporation, the holders (the “Optionholders”) of options to purchase Common Shares (the “Options”) and the holders (the “Warrantholders”) of warrants to purchase Common Shares (the “Warrants”), will be held on January 28, 2013 at 10:00 a.m. (Vancouver time) at Suite 700 – 625 Howe Street, Vancouver, British Columbia for the following purposes:

To the best of the knowledge of the Company, there were two registered Preferred Shareholders as of the record date for notice of the Meeting of December 12, 2012, holding 750 Preferred Shares each, which shares were issued in or about 1982. Notices of redemption were sent to the last known address of the Preferred Shareholders, in accordance with the special rights and restrictions attaching to the Preferred Shares, on December 17, 2012, with the result that no Preferred Shares will be entitled to vote at the Meeting.

Please refer to the Circular for the details of matters to be considered at the Meeting. In order to become effective, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by the Shareholders, Optionholders and Warrantholders, present in person or represented by proxy at the Meeting voting together as a single class, with Optionholders and Warrantholders having one vote for each Common Share they would be entitled to have issued to them if their Options or Warrants, as applicable, were fully exercised.

The full text of the plan of arrangement implementing the Arrangement and the Interim Order is attached to the accompanying Circular as Appendices B and D, respectively.

This notice of special meeting is accompanied by the Circular and a form of proxy which should be read in conjunction with this notice of meeting.

Shareholders, Optionholders and Warrantholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Circular accompanying this notice of special meeting. A proxy will not be valid unless it is deposited at the office of CIBC Mellon Trust Company, Proxy Dept, P.O. Box 721, Agincourt, Ontario, M1S 0A1 not less than 48 hours (excluding

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Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. The chairperson of the Meeting has the discretion to accept proxies received after that time.

The board of directors of the Corporation unanimously recommends that Shareholders, Optionholders and Warrantholders vote IN FAVOUR of the matters set forth in this notice of meeting. In the absence of any instructions to the contrary, the Common Shares, Options and Warrants represented by proxies appointing the management designee(s) named in the accompanying form of proxy will be voted IN FAVOUR of the matters set forth in this notice of meeting.

DATED at Vancouver, British Columbia, this 17th day of December, 2012.

If you are a non-registered securityholder of the Corporation and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your securities not being eligible to be voted at the Meeting.

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JNR Resources Inc. is a company existing under the laws of the Province of British Columbia, Canada, and Denison Mines Corp. is a company existing under the laws of the Province of Ontario, Canada. This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Circular in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing and auditor independence standards, and, thus, may not be comparable to financial statements of United States companies.

Prospective investors should be aware that acquisitions and dispositions of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that Denison Mines Corp. exists under the laws of Ontario, Canada and that JNR Resources Inc. exists under the laws of British Columbia, Canada, that some or all of their respective officers and directors are not residents of the United States, that some or all of the experts named in the Circular and the Registration Statement are not residents of the United States, and that all or a substantial portion of the assets of Denison Mines Corp. and JNR Resources Inc. and such other persons may be located outside the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR PROVINCE, NOR HAS ANY OF THEM PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MANAGEMENT INFORMATION CIRCULAR

INFORMATION CONTAINED IN THIS CIRCULAR

This management information circular (the “Circular”) is being furnished to holders (the “Shareholders”) of common shares (“Common Shares”), the holders (the “Preferred Shareholders”) of preferred shares (the “Preferred Shares”) the holders (the “Optionholders”) of options to purchase Common Shares (“Options”) and the holders (the “Warrantholders” and together with the Shareholders and the Optionholders, the “Securityholders”) of warrants to purchase Common Shares (the “Warrants”) in the capital of JNR Resources Inc. (the “Corporation”) in connection with the solicitation of proxies by management of the Corporation for use at the special meeting of Securityholders to be held at 10:00 a.m. (Vancouver Time) on Monday, January 28, 2013 at Suite 700 – 625 Howe Street, Vancouver, British Columbia, Canada, and any adjournment(s) or postponement(s) thereof (the “Meeting”) for the purposes set forth in the notice of meeting dated December 17, 2012 (the “Notice of Meeting”).

It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally by officers of the Corporation at nominal cost. The Corporation also reserves the right to hire a proxy solicitation agent at the cost of the Corporation. The Notice of Meeting, this Circular, letter of transmittal and a form of proxy (the “Proxy”) will be mailed to holders of Common Shares, Preferred Shares, Options and Warrants commencing on or about January 7, 2013. In this Circular, unless otherwise indicated, all dollar amounts are expressed in Canadian currency.

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Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Glossary of Terms following this Circular.

The information contained in this Circular is given as at December 17, 2012, unless otherwise noted.

CAUTIONARY NOTE TO SECURITYHOLDERS IN THE UNITED STATES

The Corporation is a company existing under the laws of the Province of British Columbia, Canada. Denison is a company existing under the laws of the Province of Ontario, Canada. The Denison Shares to be issued to the Shareholders of the Corporation pursuant to the Arrangement will be registered under the U.S. Securities Act pursuant to the Registration Statement. Denison Shares acquired by “affiliates” (as defined in Rule 144 under the U.S. Securities Act) of Denison may be resold only in a transaction registered under the U.S. Securities Act, or in accordance with the requirements of Rule 144 or another exemption from the registration requirements of the U.S. Securities Act, or in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act) pursuant to Regulation S under the U.S. Securities Act. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

The Denison Replacement Warrants to be issued pursuant to the Arrangement will not be registered under the Registration Statement and will be issued in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act) in reliance on Rule 903 of Regulation S under the U.S. Securities Act. The Denison Shares to be issued to holders of Denison Replacement Warrants to be issued pursuant to the Arrangement upon exercise of such securities will also not be registered under the Registration Statement. Such Denison Shares may be issued in reliance on Rule 903 of Regulation S under the U.S. Securities Act or in compliance with an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if available, upon providing an opinion of counsel or other evidence of such exemption in form and substance satisfactory to Denison.

The Denison Shares issuable upon exercise of the Denison Replacement Options will be issued pursuant to Denison’s registration on Form S-8 which has been filed with the SEC. Denison Shares acquired by “affiliates” (as defined in Rule 144 under the U.S. Securities Act) of Denison may be resold only in a transaction registered under the U.S. Securities Act, or in accordance with the requirements of Rule 144 or another exemption from the registration requirements of the U.S. Securities Act, or in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act) pursuant to Regulation S under the U.S. Securities Act.

Provided that Denison remains a “foreign private issuer” as such term is defined in Regulation S under the U.S. Securities Act, Denison Shares issuable pursuant to the exercise of the Denison Replacement Warrants will, if issued outside the United States in compliance with Rule 903 of Regulation S under the U.S. Securities Act, be issued free of resale restrictions under the U.S. Securities Act except for customary restrictions on resale of such securities by affiliates. If the Denison Shares issuable pursuant to the exercise of the Denison Replacement Warrants are issued in the United States in compliance with an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, such Denison Shares will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act, and, accordingly, may only be resold pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws or in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act) pursuant to the exclusion from registration provided by Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act.

This Circular and the Registration Statement of which the Circular is a part do not constitute a registration statement covering resales of securities by persons who are otherwise restricted from selling their shares under the U.S. Securities Act.

The solicitation of proxies and the transaction contemplated in this Circular involve securities of a Canadian issuer and are being effected in accordance with Canadian corporate and securities laws, and this Circular has been prepared in accordance with disclosure requirements applicable in Canada. Securityholders in the United States should be aware that disclosure requirements under Canadian laws may be different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

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All audited and unaudited financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS, and are subject to Canadian auditing and auditor independence standards, which differ from the generally accepted accounting principles in effect in the United States (“U.S. GAAP”) and United States auditing and auditor independence standards in certain material respects. Consequently, such financial statements and other financial information are not comparable in all respects to financial statements prepared in accordance with U.S. GAAP and that are subject to United States auditing and auditor independence standards.

The enforcement by investors of civil liabilities under U.S. securities laws may be affected adversely by the fact that Denison and the Corporation are incorporated under the laws of Canada, that some or all of their respective officers and directors are residents of countries other than the United States, that certain experts named in this Circular are residents of countries other than the United States, and that all or substantial portions of the assets of Denison and the Corporation and such other persons are located outside the United States. As a result, it may be difficult or impossible for Securityholders in the United States to effect service of process within the United States upon Denison or the Corporation and their respective directors and officers, or to realize, against them, upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, Securityholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

Shareholders should be aware that the acquisition of the Denison Shares pursuant to the Arrangement described herein may have tax consequences both in the United States and in Canada. See “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations”. Shareholders that are U.S. Holders (as defined below) should consult their own tax advisors with respect to their own particular circumstances.

THE TRANSACTION CONTEMPLATED IN THIS CIRCULAR AND THE SECURITIES ISSUABLE THEREUNDER HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

CAUTIONARY NOTE REGARDING USE OF MINING TERMS

This solicitation is being made by a Canadian issuer pursuant to Canadian disclosure requirements, which differ from the requirements applicable to U.S. companies under the U.S. Securities Act and the U.S. Exchange Act. Without limiting the foregoing, this Circular and the documents incorporated by reference herein use the terms “mineral resource,” “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” as defined in accordance with NI 43-101 under guidelines set out in the CIM Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council on December 11, 2005 as amended from time to time. Securityholders in the United States are cautioned that while the terms “mineral resource,” “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by Canadian regulations, the SEC does not recognize them. Further, “inferred resources” have a great amount of uncertainty as to their existence and economic and legal feasibility and it cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Readers are cautioned not to assume that all or any part of an inferred resource exists or is economically or legally mineable. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Readers should also understand that CIM and SEC standards for mineral “reserves” are substantially different. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “reserve”. The disclosure provided in this Circular and the documents incorporated by reference herein may therefore differ substantially from the disclosures made by U.S. companies subject to SEC disclosure standards.

Certain of the documents incorporated by reference in this Circular use the term “historical resources”. Historical resource estimates do not comply with CIM standards under NI 43-101. Historical resource estimates are based on prior data and

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reports obtained and prepared by previous operators and certain other information, and should not be relied upon. No qualified person (as defined by NI 43-101) has done sufficient work to classify the historical estimate as current mineral resources or mineral reserves. Denison has not completed the work necessary to verify the classification of the mineral resource estimates. Denison is not treating the historical estimates as current mineral resources or mineral reserves as defined in sections 1.2 and 1.3 of NI 43-101. Properties containing historical resource estimates will require further evaluation.

CURRENCY

All dollar references in the Circular are in Canadian dollars, except where otherwise indicated. On December 14, 2012, the last business day before the date of this Circular, the Bank of Canada noon rate of exchange for U.S. dollars was Cdn.$1.00 = US$1.0142.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, contained or incorporated by reference in this Circular, including any information as to the future financial or operating performance of the Corporation or Denison, constitute “forward-looking statements” within the meaning of certain securities laws, including the “safe harbour” provisions of the Securities Act (Ontario) and the United States Private Securities Litigation Reform Act of 1995, as amended, and are based on expectations, estimates and projections as of the date of this Circular.

Forward-looking statements include, without limitation, statements with respect to the future price of uranium, the estimation of mineral reserves and resources, the realization of mineral reserve and resource estimates, requirements for additional capital, government regulation of mining operations, costs of production, expected capital expenditures, costs and timing of the development of new deposits, success of exploration activities, the timing and amount of estimated future production, permitting time lines, currency fluctuations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and matters related to the completion of the Arrangement.

The words “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 statements that certain actions, events or results “may,” “could,” “would,” “might,” or “will be taken,” “occur” or “be achieved” and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation and Denison as of the date of this Circular, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

The estimates and assumptions of each of the Corporation and Denison include, but are not limited to, the various assumptions set forth in the annual information form of Denison and management’s discussion and analysis of both Denison and the Corporation as well as: (1) there being no significant disruptions to their exploration and development activities, whether due to labour disruptions, supply disruptions, damage to equipment or otherwise; (2) development at their respective mineral projects proceeding on a basis consistent with the Corporation and Denison’s current expectations; (3) the accuracy of current mineral reserve and mineral resource estimates; and (4) that the Arrangement will complete as planned.

Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to risks associated with: the termination of the Acquisition Agreement, market risk associated with Denison Shares, current global financial conditions, Denison’s ability to maintain obligations under its Credit Facility and other debt, public acceptance of nuclear energy and competition from other energy sources, uranium industry competition and international trade restrictions, competition for properties, replacement of mineral resources and reserves, imprecision of mineral resource and reserve estimates, decommissioning and reclamation obligations, technical innovation and obsolescence, property title risk, insurance risks, dependence on issuance of licence amendments and renewals, nature of exploration and development, government regulation and policy risks, failure to realize benefits of the Arrangement and future acquisitions, operations in foreign jurisdictions, environmental health and safety, aboriginal title and consultation issues, uncertainty of funding; dependence on key personnel and qualified and experienced employees, and the potential influence of KEPCO.

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These risk factors are not intended to represent a complete list of the risk factors that could affect the Corporation or Denison. Although the Corporation has attempted to identify in this Circular important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements in this Circular and the documents incorporated by reference herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that the forward-looking statements in this Circular and the documents incorporated by reference herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements in this Circular, nor in the documents incorporated by reference herein. All of the forward-looking statements made in this Circular are qualified by these cautionary statements. Specific reference is made to the most recent annual information form, annual management’s discussion and analysis and other filings with the securities regulators of Canada of each of the Corporation and Denison, as applicable.

Each of the Corporation and Denison disclaims any intention or obligation to update or revise any of the forward-looking statements in this Circular or incorporated by reference herein, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

INFORMATION CONTAINED IN THIS CIRCULAR

The information contained in this Circular is given as at December 17, 2012, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein.

No person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Corporation.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy from any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Securityholders are urged to consult their own professional advisors in connection therewith.

INFORMATION PERTAINING TO DENISON

Certain information pertaining to Denison, including forward-looking statements made by Denison, included or incorporated by reference herein has been provided by Denison or is based on publicly available documents and records filed with Regulatory Authorities in Canada or the SEC and other public sources. Although the Corporation does not have any knowledge that would indicate that any such information is untrue or incomplete, the Corporation assumes no responsibility for the accuracy or completeness of such information, nor for the failure by such other persons to disclose events which may have occurred or which may affect the completeness or accuracy of such information but which is unknown to the Corporation.

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Note to U.S. Securityholders

The Corporation is a company existing under the laws of the Province of British Columbia, Canada. Denison is a company existing under the laws of the Province of Ontario, Canada. This offering is made by a Canadian issuer that is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this Circular in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated by reference herein have been prepared in accordance with IFRS, and are subject to Canadian auditing and auditor independence standards, and, thus, may not be comparable to financial statements of United States companies.

Prospective investors should be aware that acquisition of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for persons who are resident in, or citizens of, the United States may not be fully described herein.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation exists under the laws of the Province of British Columbia, Canada, and Denison exists under the laws of the Province of Ontario, Canada, that some or all of their respective officers and directors are not residents of the United States, that some or all of the experts named in the Circular and the Registration Statement are not residents of the United States, and that all or a substantial portion of the assets of the Corporation, Denison and such other persons may be located outside the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR PROVINCE, NOR HAS ANY OF THEM PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

RECORD DATE

The board of directors of the Corporation (the “Board”) has set the close of business on Wednesday, December 12, 2012, as the record date (the “Record Date”) for determining which Securityholders, as well as Preferred Shareholders, shall be entitled to receive notice of and to attend and vote at the Meeting. Only Securityholders of record as of the Record Date are entitled to receive notice of and to attend and vote at the Meeting. Persons who acquire Common Shares, Options or Warrants after the Record Date will not be entitled to vote such Common Shares, Options or Warrants, as applicable, at the Meeting. To the best of the knowledge of the Company, there were two registered Preferred Shareholders as of the Record Date, holding 750 Preferred Shares each, which shares were issued in or about 1982. On December 17, 2012, notices of redemption were mailed to the last known address of the registered Preferred Shareholders, with the result that, as of the date for mailing of the Circular and as of the Meeting date, there will be no Preferred Shares outstanding.

APPOINTMENT OF PROXYHOLDERS

The persons named in the accompanying Proxy as proxyholders are management’s representatives. A Securityholder has the right to appoint a person or company who need not be a Securityholder, other than the persons designated in the enclosed Proxy, to attend and act on behalf of the Securityholder at the Meeting. A Securityholder wishing to exercise this right may do so either by striking out the printed names and inserting the desired person or company’s name in the blank space provided in the Proxy or by completing another proper Proxy.

To be valid, the Proxy must be signed by the Securityholder or the Securityholder’s attorney authorized in writing or, if the Securityholder is a corporation, by a duly authorized officer or attorney. The Proxy, to be acted upon, must be deposited with the Corporation, c/o its agent CIBC Mellon Trust Company, Proxy Dept, P.O. Box 721, Agincourt, Ontario, MIS 0A1 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. The chairman of the Meeting has the discretion to accept proxies received after that time. Failure to properly complete or deposit a Proxy may result in its invalidation.

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VOTING OF PROXIES

If the Proxy is completed, signed and delivered to the Corporation, the persons named as proxyholders therein shall vote the Common Shares, Options or Warrants, as applicable, in respect of which they are appointed as proxyholders at the Meeting in accordance with the instructions of the Securityholder appointing them on any show of hands and/or on any ballot that may be called for and, if the Securityholder specifies a choice with respect to any matter to be acted upon at the Meeting, the persons appointed as proxyholders shall vote accordingly. The Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to all amendments, variations and other matters which may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. As of the date of this Circular, the Board knows of no such amendments, variations or other matters to come before the Meeting, other than the matters referred to in the Notice of Meeting. However, if other matters should properly come before the Meeting, the Proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the Proxy.

If no choice is specified by a Securityholder with respect to any matter identified in the Proxy or any amendment or variation to such matter, it is intended that the persons designated by management in the Proxy will vote the Common Shares, Options or Warrants, as applicable, represented thereby in favour of such matter.

NON-REGISTERED HOLDERS

Only registered Securityholders or duly appointed proxyholders are permitted to attend and vote at the Meeting. Most Shareholders and most Warrantholders are “non-registered securityholders” because the Common Shares or Warrants they own, as applicable, are not registered in their name but are instead registered in the name of the brokerage firm, bank or trust corporation through which they purchased their securities. More particularly, a person is not a registered Securityholder in respect of Common Shares or Warrants which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Common Shares or Warrants, as applicable (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a depository (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. In accordance with the requirements of applicable securities laws, the Corporation has distributed copies of the Notice of Meeting, this Circular and the Proxy (collectively, the “Meeting Materials”), to the depositories and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares and Warrants which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to attend and vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management proxyholders and insert the Non-Registered Holder’s name in the blank space provided, or in the case of a proxy authorization form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should

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carefully follow the instructions of their Intermediary, including those regarding when and where the Proxy or proxy authorization form is to be delivered.

Any Securityholder who holds more than one type of security eligible to vote at the Meeting will receive more than one set of meeting materials, including more than one Proxy or voting instruction form. Securityholders holding more than one type of security eligible to vote at the Meeting must complete and return Proxies and/or voting instruction forms in the manner set forth above for each type of security eligible to be voted at the Meeting held by them in order to have the votes attached to their Common Shares, Options and Warrants, as applicable, counted at the Meeting.

REVOCABILITY OF PROXY

Any Securityholder returning the enclosed Proxy may revoke the same at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Securityholder or by his or her attorney authorized in writing or, if the Securityholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited at the registered office of the Corporation, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment(s) or postponement(s) thereof, or with the chairperson of the Meeting prior to the commencement of the Meeting. A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation’s authorized capital consists of an unlimited number of Common Shares without par value and 10,000,000 Preferred Shares with a par value of $1.00 each. Shareholders are entitled to one vote at the Meeting for each Common Share held. Optionholders and Warrantholders will have one vote for each Common Share they would be entitled to have issued to them if their Options or Warrants, as applicable, were fully exercised. As at the close of business on December 12, 2012, being the Record Date, there were a total of 114,910,234 Common Shares, 1,500 Preferred Shares, 7,935,000 Options, and 3,730,000 Warrants issued and outstanding. As at the date hereof, no Shareholder holds 10% or more of the Common Shares.

The Preferred Shareholders are entitled to receive notice of and attend and vote at all meetings of Shareholders in the same manner and to the same extend as are Shareholders, and each Preferred Share confers the right to one vote, in person or by proxy, to the holder of such share at all meetings of the shareholders of the Company. The 1,500 outstanding Preferred Shares as of the Record Date are to be redeemed, in accordance with the special rights and restrictions attached thereto, by notice of redemption mailed on December 17, 2012 to the last known address of each registered Preferred Shareholder. There will be, therefore, no Preferred Shares outstanding as of the Meeting date and there will be no Preferred Shareholders entitled to vote at the Meeting.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date hereof, there was no indebtedness outstanding of any current or former director, executive officer or employee of the Corporation or any of its subsidiaries which is owing to the Corporation or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, no proposed nominee for election as a director of the Corporation and no associate of such persons:

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MANAGEMENT CONTRACTS

To the best of the knowledge of the directors and officers of the Corporation, management functions of the Corporation are not, to any substantial degree, performed by a person other than the directors and executive officers of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

THE ARRANGEMENT

The Arrangement will be carried out pursuant to the Acquisition Agreement and the Plan of Arrangement. A summary of the principal terms of the Acquisition Agreement and the Plan of Arrangement is provided in this section. This summary does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement (which can be found on the Corporation’s profile at www.sedar.com or requested by contacting the Company at the address set forth in “Additional Information” later in the Circular) and the Plan of Arrangement, which is appended to this Circular at Appendix B.

Approval of Arrangement Resolution

At the Meeting, Securityholders, voting together as a single class, will be asked to approve the Arrangement Resolution, in the form set out in Appendix A to this Circular. The approval of the Arrangement Resolution will require the affirmative vote of two-thirds of the votes cast by Securityholders voting together as a single class, present in person or by proxy at the Meeting.

Background to the Arrangement

The Corporation and Denison have a close working relationship that dates back to 2003 when the parties initially entered into an agreement allowing International Uranium Corporation (as Denison was formerly named) (“IUC”) to earn a stake in the Corporation’s Moore Lake and Lazy Edward properties. Currently, the Corporation and Denison jointly own and operate several exploration stage uranium properties in the Athabasca Basin in Saskatchewan. For more information on the historical relationship between the parties and the business rationale behind the Arrangement please see the section entitled “About Denison Mines Corp. – Denison’s Reasons for the Arrangement”.

On November 9, 2012 Rick Kusmirski, President and a Director of the Corporation conducted a conference call with Haywood Securities Inc., financial advisor to Denison, and Lukas Lundin, Chairman of Denison, during which the parties discussed the key commercial terms on which the Board would support an acquisition of the Corporation by Denison. On November 13, 2012, the Board met to consider the terms of the proposed Original Acquisition Agreement and to receive the verbal fairness opinion of Toll Cross. The Board decided at that meeting to approve the Original Acquisition Agreement and to recommend to the Corporation’s Shareholders that they tender their Common Shares to the Bid. The Board subsequently met on November 28, 2012 to discuss Denison’s proposed change of structure to the Arrangement, and to review the Amending Agreement. The Board subsequently approved the Amending Agreement and resolved to recommend that Securityholders vote in favour of the Arrangement.

Recommendation of the Board

The Board retained Toll Cross as its financial advisor. Toll Cross has given an opinion that, as of the date of such opinion, the offered consideration of 0.073 of one Denison Share for each Common Share was fair, from a financial point of view, to Shareholders. The Board, having taken into account such Toll Cross opinion and such other matters as it considered relevant, has unanimously determined that the offered consideration of 0.073 of one Denison Share for each Common Share and the replacement of Options and Warrants with economically equivalent securities to purchase Denison Shares under the Arrangement is fair to Securityholders and that the Arrangement is in the best interests of the Corporation.

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Accordingly, the Board unanimously recommends that the Securityholders vote FOR the Arrangement Resolution (the “Board Approval”).

Reasons for the Arrangement

In the course of their evaluation of the Arrangement, the Board consulted with the Corporation’s senior management, legal counsel, external consultants and financial advisors, reviewed a significant amount of information and considered a number of factors including, among others, the following:

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In the course of its deliberations, the Board also identified and considered a variety of risks, including, but not limited to:

The foregoing summary of the information and factors considered by the Board is not, and is not intended to be, exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the Arrangement, the Board did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor considered in reaching its conclusion and recommendation. The Board’s recommendations were made after consideration of all of the above-noted factors and in light of the Board’s collective knowledge of the business, financial condition and prospects of the Corporation, and were also based upon the advice of financial advisors and legal advisors to the Board. In addition, individual members of the Board may have assigned different weights to different factors.

Fairness Opinion of Toll Cross

Toll Cross was retained to act as financial advisor to the Board and to provide an opinion as to whether the offered consideration of 0.073 of one Denison Share for each Common Share pursuant to the Arrangement is fair, from a financial point of view, to Shareholders.

At a meeting held on November 13, 2012, Toll Cross made a presentation to the Board and advised the Board that, based upon certain analyses, assumptions, qualifications and limitations, in its opinion, the Denison Share consideration offered pursuant to the Arrangement was fair, from a financial point of view, to the Shareholders, other than Denison and its affiliates. Toll Cross’ advice concerning fairness was subsequently formalized in the written Fairness Opinion.

The full text of the Fairness Opinion which sets forth, among other things, the assumptions made, information reviewed and matters considered by Toll Cross in rendering its Fairness Opinion, as well as the limitations the opinion is subject to, is attached as Appendix C to this Circular. Securityholders are urged to read the Fairness Opinion in its entirety. The summary of the opinion described in this Circular is qualified in its entirety by reference to the full text of such opinion.

The Fairness Opinion was provided for the use of the Board only and may not be relied upon by any other person. Such opinion does not constitute a recommendation to any Securityholder as to how such Securityholder should vote on the Arrangement Resolution.

The Fairness Opinion was rendered on the basis of the securities market, economic and general business and financial conditions prevailing as at the date thereof and the condition and prospects, financial and otherwise, of the Corporation and its subsidiary as they were reflected in the information provided to Toll Cross by the Company and retrieved by Toll Cross from publically available sources. In its analyses and in preparing its opinion, Toll Cross made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Toll Cross.

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The Corporation has agreed to pay fees to Toll Cross in respect of it giving the Fairness Opinion and its services relating to the Arrangement. Such fees are not contingent upon the conclusions reached by Toll Cross in the Fairness Opinion or upon the completion of the Arrangement. Toll Cross is also entitled to be reimbursed for certain reasonable out-of-pocket expenses and is to be indemnified by the Corporation in certain circumstances as set out in the indemnity that forms part of the Engagement Agreement. Toll Cross is not an insider, associate or affiliate (as defined in the Securities Act (British Columbia)) of the Corporation or Denison or any of their respective associates or affiliates and is not an advisor to any person or company other than the Board with respect to the Arrangement. In May 2012, Toll Cross acted as agent to the Corporation in connection with a private placement financing. As partial compensation for the services provided by Toll Cross in connection with such financing Toll Cross received 480,000 Warrants which will be eligible to be voted by Toll Cross at the Meeting.

The Arrangement Transactions

The purpose of the Arrangement is to effect the acquisition by Denison of all of the issued and outstanding Common Shares. If the Arrangement Resolution is approved by the affirmative vote of two-thirds of the votes cast by Securityholders voting together as a single class, present in person or by proxy at the Meeting and all other conditions to the closing of the Arrangement are satisfied or waived, the Arrangement will be implemented by way of a court-approved plan of arrangement under the BCBCA. Pursuant to the Arrangement, the following transactions will occur:

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On completion of the Arrangement, Shareholders will hold approximately 2% of the total issued and outstanding Denison Shares (assuming exercise of all outstanding Options and Warrants) and, due to the Arrangement and because of the redemption of all outstanding Preferred Shares, the Corporation will become a wholly owned subsidiary of Denison.

Effect of the Arrangement

On completion of the Arrangement:

Arrangement Effective Date

If the Arrangement Resolution is passed, the Final Order is obtained, every other requirement of the BCBCA relating to the Arrangement is complied with and all other conditions disclosed below under “The Acquisition Agreement — Conditions Precedent to the Arrangement” are satisfied or waived, the Arrangement will become effective on the Arrangement Effective Date. Denison and the Corporation currently expect that the Arrangement Effective Date will be on or about February 1, 2012.

Letter of Transmittal

A letter of transmittal is enclosed with this Circular for use by Registered Shareholders and Registered Warrantholders for the purpose of the surrender of certificates representing Common Shares and Warrants. No letter of transmittal has been provided for Preferred Shareholders, as all Preferred Shares will have been redeemed by the Meeting date. No letter of transmittal has been provided to Optionholders as the Options are not certificated. The details for the surrender of share certificates and warrant certificates to the Depositary and the addresses of the Depositary are set out in the letter of transmittal. Provided that a Registered Securityholder has delivered and surrendered to the Depositary all share certificates and warrant certificates, as applicable, together with a letter of transmittal properly completed and executed in accordance with the instructions in such letter of transmittal, and any additional documents as the Depositary may reasonably require, the Securityholder will be entitled to receive, and Denison will cause the Depositary to deliver certificates representing the number of Denison Shares or Denison Replacement Warrants, as applicable, issuable or deliverable pursuant to the Arrangement in respect of the exchange of Common Shares and Warrants. Registered Shareholders who are also Warrantholders will be required to submit separate letters of transmittal in respect of the Common Shares or Warrants held by such person.

Lost Certificates

A Securityholder who has lost or misplaced its share certificates or warrant certificates should complete the letter of transmittal as fully as possible and forward it, together with a letter explaining the loss or misplacement to the Depositary. The Depositary will use reasonable efforts to assist in making arrangements for the necessary affidavit (which will include a bonding requirement) for payment of the consideration in accordance with the Arrangement. If a bonding requirement is imposed in respect of any lost security certificate, no assurance can be given that a bond will be available to enable the replacement of such lost certificate.

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Cancellation of Rights after Six Years

Any certificate which immediately before the Arrangement Effective Date represented Common Shares and which has not been surrendered, with all other documents required by the Depositary, on or before the sixth anniversary of the Arrangement Effective Date, will cease to represent any claim against or interest of any kind or nature in the Corporation, Denison or the Depositary. Accordingly, persons who tender certificates for Common Shares after the sixth anniversary of the Arrangement Effective Date will not receive Denison Shares, will not own any interest in Denison, and will not be paid any cash or other compensation.

Any certificate which immediately before the Arrangement Effective Date represented Warrants and which has not been surrendered, with all other documents required by the Despoitary, on or before the expiry date of such Warrant, will cease to represent any claim against or interest of any kind or nature in the Corporation, Denison or the Depositary. Accordingly, persons who tender certificates for Warrants after the expiry date of such Warrant will not receive Denison Replacement Warrants, will not own any interest in Denison, and will not be paid any cash or other compensation.

Fractional Shares

No fractional Denison Shares will be issued to Shareholders or to Warrantholders on the exercise of Denison Replacement Warrants or to Optionholders on the exercise of Denison Replacement Options. If a Shareholder is, or a Warrantholder or an Optionholder becomes, entitled to receive a fractional Denison Share, the number of Denison Shares issuable to such Shareholder under the Arrangement, or to such Warrantholder on exercise of the Denison Replacement Warrants or to such Optionholder on exercise of the Denison Replacement Options, will be rounded down to the nearest whole number of Denison Shares such Shareholder is entitled to receive under the Arrangement or such Warrantholder is entitled to receive on exercise of Denison Replacement Warrants or such Optionholder is entitled to receive on exercise of the Denison Replacement Options.

Delivery Requirements

The method of delivery of share certificates, warrant certificates, the letter of transmittal and all other required documents is at the option and risk of the Securityholder surrendering them. The Corporation recommends that such documents be delivered by hand to the Depositary, at the office noted in the letters of transmittal, and a receipt obtained therefor or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained. Securityholders holding Common Shares or Warrants which are registered in the name of an intermediary (such as a bank, trust company securities dealer or broker, or the trustee or administrator of a self-administered registered retirement savings plan, registered education savings plan or similar plan) must contact such intermediary to arrange for the surrender of their share certificates or warrant certificates, as applicable.

Interests of Senior Management and Others in the Arrangement

In considering the recommendations of the Board with respect to the Arrangement, Shareholders should be aware that certain members of the Corporation’s senior management and the Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. The Board is aware of these interests and considered them along with other matters described above in “Reasons for the Arrangement”.

The officers and directors of the Corporation beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 4,927,900 Common Shares, representing approximately 4% of the Common Shares outstanding as of the close of business on December 17, 2012. All of the Common Shares held by the executive officers and directors of the Corporation will be treated in the same fashion under the Arrangement as Common Shares held by any other Shareholder. The officers and directors of the Corporation beneficially own, directly or indirectly, or exercise contract or direction over in the aggregate, 5,050,000 Options representing approximately 64% of the Options outstanding as of the close of business on December 17, 2012. None of the executive officers or directors of the Corporation is the legal or beneficial owner of any Warrants.

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As at the date hereof, Denison owns 5,656,826 Common Shares representing 4.92% of the total issued and outstanding Common Shares. Ron Hochstein, the Chief Executive Officer of Denison, and a former board member of JNR holds 700,000 Options which can be voted in favour of the Arrangement.

Employment Changes

The Corporation has entered into services agreements with certain of its executive officers. These agreements govern the terms on which the officers, and the consulting companies controlled by them, are engaged to undertake the executive officer services to be provided to the Corporation. As described below, two of these services agreements provide for payments to be made to the executive upon a change of control of the Corporation. Change of control is defined to include a plan of arrangement through which a person acquires 25% of more of the outstanding Common Shares and therefore includes the Arrangement.

Rick Kusmirski, the Corporation’s current Chief Executive Officer, and member of the Board, is entitled to 24 months of his monthly compensation if he is terminated or if he resigns from his position with the Corporation within 12 months of a change of control. The Corporation expects that in this circumstance Mr. Kusmirski would be owed $196,000.

David Billard, the Corporation’s current Chief Operating Officer, Vice President Exploration and member of the board is entitled to $100,000 if his engagement is terminated or if he resigns from his position with the Corporation within 12 months of a change of control.

Bridge Loan from Denison

Concurrently with the execution of the Acquisition Agreement, Denison and the Corporation entered into an unsecured loan agreement pursuant to which Denison agreed to advance up to $350,000 (the “Principal”) to the Corporation. The Corporation may request an advance (each such advance an “Advance”) by delivering to Denison a written request for an Advance (an “Advance Request”) at least two business days prior to the date on which the Advance is to be made (the “Advance Date”). Each Advance Request shall specify (i) the amount of the Advance and (ii) the Advance Date. The Corporation may only make one Advance Request per calendar month.

The Principal is payable in full on the termination of the Acquisition Agreement by either party thereto for any reason at any time and from such time and until the Principal is repaid in full, interest shall be calculated on the Principal outstanding at the rate of 5% per annum.

Advances are to be used by the Corporation for its compliance with the terms of the Acquisition Agreement and for general working capital purposes.

Canadian Securities Law Considerations

The Denison Shares to be issued under the Arrangement will be issued in reliance on exemptions from prospectus and registration requirements of applicable Canadian securities laws and the Denison Shares will generally be “freely tradeable” (other than pursuant to certain “control distributions”) under applicable Canadian securities laws.

United States Securities Laws Considerations

Denison has filed the Registration Statement with the SEC in order to register the issuance pursuant to the Arrangement of the Denison Shares to the Shareholders in exchange for their Common Shares. This Circular forms a part of the Registration Statement. It is a condition to the obligations of Denison to complete the Arrangement that the Registration Statement has been filed with the SEC and is effective under the U.S. Securities Act. The following documents have been filed with the SEC as a part of the Registration Statement: (i) the Acquisition Agreement; (ii) the Amending Agreement; (iii) the documents listed in this Circular as incorporated by reference herein; (iv) powers of attorney pursuant to which amendments to the Registration Statement may be signed; and (v) consents of auditors, counsel and engineers, among certain other documents.

The resale of Denison Shares by persons that are not “affiliates” (as defined in Rule 144 under the U.S. Securities Act) of Denison will not be required to be registered in the United States. However, Denison Shares acquired by affiliates of Denison may be resold only in a transaction registered under the U.S. Securities Act, or in accordance with the

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requirements of Rule 144 under the U.S. Securities Act or another exemption from the registration requirements of the U.S. Securities Act, or in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act) pursuant to Regulation S under the U.S. Securities Act. Persons who may be deemed to be “affiliates”‘ of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

The Denison Replacement Warrants to be issued pursuant to the Arrangement will not be registered under the Registration Statement and will be issued in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act) in reliance on Rule 903 of Regulation S under the U.S. Securities Act. The Denison Shares to be issued to holders of Denison Replacement Warrants to be issued pursuant to the Arrangement upon exercise of such securities will also not be registered under the Registration Statement. Such Denison Shares may be issued in reliance on Rule 903 of the Regulation S under the U.S. Securities Act or in compliance with an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if available, upon providing an opinion of counsel or other evidence of such exemption in form and substance satisfactory to Denison.

The Denison Shares issuable upon exercise of the Denison Replacement Options will be issued pursuant to Denison’s registration on Form S-8 which has been filed with the SEC. Denison Shares acquired by “affiliates” (as defined in Rule 144 under the U.S. Securities Act) of Denison may be resold only in a transaction registered under the U.S. Securities Act, or in accordance with the requirements of Rule 144 or another exemption from the registration requirements of the U.S. Securities Act, or in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act) pursuant to Regulation S under the U.S. Securities Act.

Provided that Denison remains a “foreign private issuer” as such term is defined in Regulation S under the U.S. Securities Act, Denison Shares issuable pursuant to the exercise of the Denison Replacement Warrants will, if issued outside the United States in compliance with Rule 903 of Regulation S under the U.S. Securities Act, be issued free of resale restrictions under the U.S. Securities Act except for customary restrictions on resale of such securities by affiliates. If the Denison Shares issuable pursuant to the exercise of the Denison Replacement Warrants are issued in the United States in compliance with an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, such Denison Shares will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act, and, accordingly, may only be resold pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws or in an “offshore transaction” (as defined in Regulation S under the U.S. Securities Act) pursuant to the exclusion from registration provided by Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act.

This Circular and the Registration Statement of which the Circular is a part do not constitute a registration statement covering resales of securities by persons who are otherwise restricted from selling their shares under the U.S. Securities Act.

The foregoing discussion is only a general overview of certain requirements of United States securities laws applicable to the Denison securities to be received by the Securityholders of the Corporation upon completion of the Arrangement. All holders are urged to consult with counsel to ensure that exercises and resales of their Denison securities comply with applicable securities legislation.

THE DENISON SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR PROVINCE, NOR HAS ANY OF THEM PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Denison is subject to the reporting requirements of the U.S. Exchange Act and in accordance therewith files reports and other information with the SEC. Under a multijurisdictional disclosure system adopted by United States and Canadian securities regulators, some reports and other information may be prepared in accordance with the disclosure requirements of Canadian securities laws, which requirements are different from those of the United States. Denison is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. Reports and other information filed or furnished, as applicable, by Denison may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549. Copies of

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such material can also be obtained at prescribed rates from the Public Reference Section of the SEC at 100 F Street, NE, Washington, D.C. 20549. Prospective investors may call the SEC at 1-800-SEC-0330 for further information regarding the public reference facilities or visit the SEC’s website at www.sec.gov.

The Registration Statement filed with the SEC, including exhibits, and Denison’s reports and other information filed under the U.S. Exchange Act are available to the public free of charge at the SEC’s website at www.sec.gov.

Stock Exchange De-Listings and Reporting Issuer Status

The Common Shares are listed on the TSXV. Following the Arrangement Effective Date, the Common Shares will be delisted from the TSXV. Denison is a reporting issuer (or the equivalent) in each province of Canada. Denison Shares are listed on the TSX and the NYSE MKT. It is a condition of the Arrangement that the Denison Shares issued pursuant to the Arrangement and which are reserved for issue upon exercise of the Denison Replacement Options and Denison Replacement Warrants be listed or conditionally listed on the TSX and the NYSE MKT at the Arrangement Effective Time.

The TSX has conditionally approved the listing of the Denison Shares to be issued pursuant to the Arrangement upon the exercise of the Denison Replacement Warrants, subject to the satisfaction of the customary listing requirements of the TSX. Application has been made to the NYSE MKT for approval of the listing of the Denison Shares to be issued pursuant to the Arrangement and upon the exercise or conversion of the Denison Replacement Warrants and is subject to the satisfaction of the customary listing requirements of the NYSE MKT. The Common Shares to be issued upon the exercise of the Denison Replacement Options have already been listed on the TSX and the NYSE MKT as part of the Denison Stock Option Plan.

Shareholder Approval of the Arrangement

The approval of the Arrangement Resolution will require the affirmative vote of two-thirds of the votes cast by Securityholders, voting together as a single class, present in person or by proxy at the Meeting.

The complete text of the Arrangement Resolution to be presented to the Meeting is set forth in Appendix A to this Circular.

Court Approval of the Arrangement

An arrangement under the BCBCA requires Court approval. Prior to the mailing of this Circular, the Corporation obtained the Interim Order, which provides for the calling and holding of the Meeting, the Dissent Procedures and other procedural matters. A copy of the Interim Order is attached as Appendix D to this Circular.

Subject to approval of the Arrangement Resolution at the Meeting, the hearing in respect of the Final Order is currently scheduled to take place on January 30, 2013 at 10:00 a.m. (Vancouver time). Any Securityholder who wishes to appear, or to be represented, and to present evidence or arguments must serve and file a notice of appearance (a “Notice of Appearance”) as set out in the Notice of Petition for the Final Order and satisfy any other requirements of the Court. The Court will consider, among other things, the fairness and reasonableness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with any terms and conditions, if any, as the Court deems fit. In the event that the hearing is postponed, adjourned or rescheduled then, subject to further order of the Court, only those persons having previously served a Notice of Appearance in compliance with the Notice of Petition and the Interim Order will be given notice of the postponement, adjournment or rescheduled date. A copy of the Notice of Petition for the Final Order is attached as Appendix E to this Circular.

Assuming the Final Order is granted and the other conditions to closing contained in the Acquisition Agreement are satisfied or waived to the extent legally permissible, the Arrangement will become effective.

Dissenting Shareholders’ Rights

There is no mandatory statutory right of dissent and appraisal in respect of plans of arrangement under the BCBCA. However, as contemplated in the Plan of Arrangement, the Corporation and Denison have granted to Shareholders who object to the Special Resolution the Dissent Procedures which are set out in their entirety in the Interim Order, a copy of

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which is attached as Appendix D to this Circular. The following summary of the Dissent Procedures is qualified in its entirety to the Interim Order.

Rights of Dissenting Shareholders

Registered Shareholders who wish to dissent should take note that strict compliance with the Dissent Procedures is required.

The following description of the Dissent Procedures is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Common Shares and is qualified in its entirety by the reference to the full text of the Interim Order and Part 8, Division 2 of the BCBCA which are attached to this Circular as Appendices D and F, respectively. A Dissenting Shareholder who intends to invoke the Dissent Procedures should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Interim Order. Failure to comply strictly with the provisions of the BCBCA, as modified by the Interim Order, and to adhere to the procedures established therein may result in the loss of all rights thereunder.

The Court hearing the application for the Final Order has the discretion to alter the Dissent Procedures described herein based on the evidence presented at such hearing.

Pursuant to the Interim Order, each Registered Shareholder may exercise Dissent Procedures under Sections 237 to 247 of the BCBCA as modified by the Interim Order or the Final Order in respect of the Arrangement. Shareholders who duly exercise such Dissent Procedures and who:

but in no case will Denison, the Corporation or any other person be required to recognize such Dissenting Shareholders as Shareholders after the cancellation of their Common Shares, which cancellation is to occur at the Arrangement Effective Time, and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of their Common Shares in relation to which such Dissenting Shareholder has exercised Dissent Procedures and the central securities register will be amended to reflect that such former holder is no longer the holder of such Common Shares as and from the Effective Time.

Persons who are beneficial Shareholders who wish to dissent with respect to their Common Shares should be aware that only Registered Shareholders are entitled to dissent with respect to them. A Registered Shareholder such as an intermediary who holds Common Shares as nominee for beneficial Shareholders, some of whom wish to dissent, must exercise Dissent Procedures on behalf of such beneficial Shareholders with respect to the Common Shares held for such beneficial Shareholders. In such case, the Notice of Dissent (as defined below) should set forth the number of Common Shares it covers.

A Registered Shareholder who wishes to dissent must send a written Notice of Dissent objecting to the Arrangement Resolution to the Corporation, c/o Maitland & Company, Suite 700 – 625 Howe Street, Vancouver, British Columbia V6C 2T6 by 5:00 p.m. (Vancouver time) on January 26, 2013, Attention: Jeff Lightfoot. The Notice of Dissent must set out the number of Common Shares held by the Dissenting Shareholder.

Pursuant to Section 238 of the BCBCA, every Registered Shareholder who dissents from the Arrangement Resolution in compliance with Sections 237 to 247 of the BCBCA will be entitled to be paid by the Corporation the fair value of the Common Shares held by such Dissenting Shareholder determined as at the point in time immediately before the passing of the Arrangement Resolution, excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable).

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A Dissenting Shareholder must dissent with respect to all Common Shares in which the holder owns a beneficial interest. A Registered Shareholder who wishes to dissent must deliver written notice of dissent (a “Notice of Dissent”) to the Corporation, c/o its solicitors, Maitland & Company, Suite 700 – 625 Howe Street, Vancouver, British Columbia V6C 2T6 by 5:00 p.m. (Vancouver time) on January 26, 2013, Attention: Jeff Lightfoot, and such Notice of Dissent must strictly comply with the requirements of Section 242 of the BCBCA. The Notice of Dissent must be received by the Corporation not later than 5:00 p.m. (Vancouver time) two days preceding the date of the Meeting. Any failure by a Shareholder to fully comply may result in the loss of that holder’s ability to invoke the Dissent Procedures. Beneficial Shareholders who wish to exercise Dissent Procedures must arrange for the Registered Shareholder holding their Common Shares to deliver the Notice of Dissent.

The delivery of a Notice of Dissent does not deprive a Dissenting Shareholder of the right to vote at the Meeting on the Arrangement Resolution; however, a Dissenting Shareholder is not entitled to exercise the Dissent Procedures with respect to any of his or her Common Shares if the Dissenting Shareholder votes in favour of the Arrangement Resolution. A vote against the Arrangement Resolution, whether in person or by proxy, does not constitute a Notice of Dissent.

A Dissenting Shareholder must prepare a separate Notice of Dissent for him or herself, if dissenting on his or her own behalf, and for each other person who beneficially owns Common Shares registered in the Dissenting Shareholder’s name and on whose behalf the Dissenting Shareholder is dissenting; and must dissent with respect to all of the Common Shares registered in his or her name beneficially owned by the beneficial Shareholder on whose behalf he or she is dissenting. The Notice of Dissent must set out the number of Common Shares in respect of which the Notice of Dissent is to be sent (the “Notice Shares”) and: (a) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is the registered and beneficial owner, a statement to that effect; (b) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is both the registered and beneficial owner but the Dissenting Shareholder owns additional Common Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number of Common Shares held by such registered owners and a statement that written Notices of Dissent has or will be sent with respect to such Common Shares; or (c) if the Dissent Procedures are being exercised by a registered owner who is not the beneficial owner of such Common Shares, a statement to that effect and the name of the beneficial owner and a statement that the registered owner is dissenting with respect to all Common Shares of the beneficial owner registered in such registered owner’s name.

If the Arrangement Resolution is approved by the Shareholders by special resolution and if the Corporation notifies the Dissenting Shareholders of its intention to act upon the Arrangement Resolution, the Dissenting Shareholder is then required within one month after the Corporation gives such notice, to send to the Corporation, the certificates representing the Notice Shares and a written statement that requires the Corporation to purchase all of the Notice Shares. If the Dissent Right is being exercised by the Dissenting Shareholder on behalf of a beneficial Shareholder who is not the Dissenting Shareholder, a statement signed by the beneficial owner is required which sets out whether the beneficial owner is the beneficial owner of other Common Shares and if so, (i) the names of the registered owners of such Common Shares; (ii) the number of such Common Shares; and (iii) that dissent is being exercised in respect of all of such Common Shares. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold the Common Shares and the Corporation is deemed to have purchased them. Once the Dissenting Shareholder has done this, the Dissenting Shareholder may not vote or exercise any shareholder rights in respect of the Notice Shares.

The Dissenting Shareholder and the Corporation may agree on the payout value of the Notice Shares; otherwise, either party may apply to the Court to determine the fair value of the Notice Shares or apply for an order that value be established by arbitration or by reference to the registrar or a referee of the Court. After a determination of the payout value of the Notice Shares, the Corporation must then promptly pay that amount to the Dissenting Shareholder.

A Dissenting Shareholder loses his or her Dissent Right if, before full payment is made for the Notice Shares, the Corporation abandons the corporate action that has given rise to the Dissent Right (namely, the Arrangement), a court permanently enjoins the action, or the Dissenting Shareholder withdraws the Notice of Dissent with the Corporation’s consent. When these events occur, the Corporation must return the share certificates to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise shareholder rights.

The discussion above is only a summary of the Dissent Procedures, which are technical and complex. A Shareholder who intends to exercise Dissent Procedures should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA as modified by the Interim Order. Persons who are non-registered holders of Common Shares registered in the

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name of an intermediary such as a broker, custodian, nominee, other intermediary, or in some other name, who wish to dissent should be aware that only the registered owner of such Common Shares is entitled to dissent.

The Corporation suggests that any Shareholder wishing to avail himself or herself of the Dissent Procedures seek his or her own legal advice as failure to comply strictly with the applicable provisions of the BCBCA and the Interim Order may prejudice the availability of such Dissent Procedures. Dissenting Shareholders should note that the exercise of Dissent Procedures can be a complex, time-consuming and expensive process.

If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Procedures set out in the Interim Order, it will lose its Dissent Procedures, the Corporation will return to the Dissenting Shareholder the certificates representing the Notice Shares that were delivered to the Corporation, if any, and if the Arrangement is completed, that Dissenting Shareholder will be deemed to have participated in the Arrangement on the same terms as a Shareholder.

If a Dissenting Shareholder strictly complies with the foregoing requirements of the Dissent Procedures, but the Arrangement is not completed, the Corporation will return to the Dissenting Shareholder the certificates delivered to the Corporation by the Dissenting Shareholder, if any.

Treatment of Options

Notwithstanding the terms of the Corporation Option Plan, or the terms of any agreement evidencing the grant of any Options, at the Arrangement Effective Time, each outstanding Option: (i) shall vest, notwithstanding that any conditions to such vesting may not have been satisfied; (ii) shall be exchanged for a Denison Replacement Option immediately after the Arrangement Effective Time, which Denison Replacement Option shall be vested and shall have an expiry date that is the same as the expiry date for the Option it replaces but otherwise be subject to the terms and conditions of the Denison Option Plan, and shall entitle the holder to acquire the number (rounded down to the nearest whole number) of Denison Shares equal to the product of: (A) the number of Common Shares subject to such Options immediately prior to the Arrangement Effective Time and (B) 0.073, and the exercise price per Denison Share shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of (A) the exercise price per Common Share subject to such Option immediately before the Arrangement Effective Time divided by (B) 0.073. Except as set out above, and except to that such Denison Replacement Option will only expire on the expiry date of the Option it replaces, the conditions to and manner of exercising, status under applicable laws and all other terms and conditions of each such Denison Replacement Option will be as set out in the Denison Stock Option Plan.

Treatment of Warrants

At the Arrangement Effective Time each Warrant will be exchanged for a Denison Replacement Warrant and each such Denison Replacement Warrant shall thereafter entitle the Warrantholder to acquire a number (rounded down to the nearest whole number) of Denison Shares equal to the product of (A) the number of Common Shares subject to the Warrant immediately before the Arrangement Effective Time and (B) 0.073. The exercise price per Denison Share subject to each such Denison Replacement Warrant shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of (A) the exercise price per Common Share subject to such Warrant immediately before the Arrangement Effective Time divided by (B) 0.073. The Denison Replacement Warrants shall otherwise be on terms and conditions that are similar to the terms and conditions governing the Warrants, but also incorporating additional customary terms and conditions regarding such matters as exercise mechanism, partial exercise and adjustment provisions as set out in the form of warrant certificate attached to the Plan of Arrangement as Schedule A.

Fees, Costs and Expenses

All expenses incurred in connection with the Acquisition Agreement and the transactions contemplated by the Acquisition Agreement will be paid by the party incurring those expenses. The Corporation estimates that it will incur fees and related expenses in the aggregate amount of approximately $550,000 if the Arrangement is completed including, without limitation, financial advisors’ fees, legal and accounting fees, severance payments, filing fees, proxy solicitation fees and the costs of preparing, printing and mailing this Circular. Please also see the section entitled “Bridge Loan from Denison”.

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Acquisition Agreement

On November 13, 2012 Denison and the Corporation entered into the Original Acquisition Agreement pursuant to which, among other things, Denison agreed to make the Bid to acquire all of the outstanding Common Shares on the basis of 0.073 of one Denison Share for each Common Share and the Corporation agreed to support the Bid, subject to the conditions set out therein, and the Corporation agreed not to solicit any competing Acquisition Proposals. On November 28, 2012 Denison and the Corporation entered into the Amending Agreement which deleted or modified certain key terms of the Original Acquisition Agreement to convert the Bid into the Arrangement. The Original Acquisition Agreement and the Amending Agreement are read together as the “Acquisition Agreement”.

The following is a summary of certain provisions of the Acquisition Agreement. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Acquisition Agreement. The Original Acquisition Agreement and the Amending Agreement have been filed by the Corporation on SEDAR at www.sedar.com.

Conditions Precedent to the Arrangement

Mutual Conditions Precedent

The respective obligations of the Corporation and Denison to complete the Arrangement and the transactions contemplated by the Arrangement are subject to the fulfilment of the following conditions at or before the Arrangement Effective Time or such other time as is specified below:

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Conditions Precedent to the Obligations of Denison

The obligation of Denison to complete the Arrangement and the transactions contemplated by the Arrangement is subject to the fulfilment of the following additional conditions at or before the Arrangement Effective Time or such other time as is specified below:

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Conditions Precedent to the Obligations of the Corporation

The obligation of the Corporation to complete the Arrangement and the transactions contemplated by the Arrangement is subject to the fulfilment of the following additional conditions at or before the Arrangement Effective Time or such other time as is specified below:

Non-Solicitation Covenant

The Corporation has agreed that, except as otherwise provided by the Acquisition Agreement, it shall not, directly, or indirectly through any Representative of the Corporation:

(i) solicit, assist, initiate, encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Corporation, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal;

(ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any person (other than Denison and its Representatives) regarding any Acquisition Proposal or potential Acquisition Proposal;

(iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Denison, the approval or recommendation of the Acquisition Agreement or the Arrangement by the Board or any of its committees except where a Material Adverse Effect in respect of Denison has occurred and the Board has determined that, as a consequence of such Material Adverse Effect, it would be inconsistent with their fiduciary duties to continue to recommend the approval of the Acquisition Agreement or the Arrangement;

(iv) approve or recommend, or remain neutral with respect to, or propose publicly to approve or recommend, any Acquisition Proposal provided that remaining neutral with respect to an Acquisition Proposal and/or failing to reconfirm its recommendation of the Acquisition Agreement and the Arrangement for a period of five Business Days following the public announcement of such Acquisition Proposal shall not constitute a breach of any provision of the Acquisition Agreement;

(v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or

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(vi) release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Acquisition Proposal.

Additionally, the Corporation agreed to immediately cease and cause to be terminated any existing solicitation, discussion, negotiation, encouragement or activity with any person (other than with Denison or any of its Representatives) by the Corporation or any of its Representatives with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Corporation agreed to immediately cease to provide any person (other than Denison or any of its Representatives) with access to information concerning the Corporation in respect of any Acquisition Proposal or any potential Acquisition Proposal, and request the return or destruction of all confidential information provided to any person (other than Denison or any of its Representatives) that has entered into a confidentiality agreement with the Corporation relating to any Acquisition Proposal or potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honoured.

The Corporation further agreed to promptly (and in any event within 24 hours) notify Denison, at first orally and then in writing, of any proposal, inquiry, offer or request received by the Corporation or its Representatives: (a) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (b) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; (c) for non-public information relating to the Corporation, access to properties, books, records or a list of Shareholders, Optionholders or Warrantholders; (d) for representation on the Board; or (e) any material amendments to the foregoing. Such notice will include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of such proposal, inquiry, offer or request, copies of all written communications in respect of such proposal, inquiry, offer or request, including any term sheet, summary or letter of intent or similar document (including drafts thereof) relating to such Acquisition Proposal or potential Acquisition Proposal and such other details of the proposal, inquiry, offer or request that Denison may reasonably request. The Corporation agreed to keep Denison promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and agreed to respond promptly to all inquiries by Denison with respect thereto.

Responding to Acquisition Proposals

Notwithstanding the non-solicitation covenants in the Acquisition Agreement, following the receipt by the Corporation of a bona fide written Acquisition Proposal made after November 13, 2012 (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of the terms of the Acquisition Agreement), the Corporation and its Representatives may:

(i) contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying its terms and conditions and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and

(ii) if the Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties: (A) furnish information with respect to the Corporation to the person making such Acquisition Proposal and its Representatives and allow such person and its Representatives access to the Corporation’s facilities and properties only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Corporation than those contained in the confidentiality agreement dated November 13, 2012 between the Corporation and Denison (except that it shall permit the disclosure to Denison of the existence of such agreement), provided that the Corporation sends a copy of such confidentiality agreement to Denison promptly following its execution and Denison is promptly provided with a list of, and access to (to the extent not previously provided to Denison) the information provided to such person; and (B) engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives, provided that all such access and discussions should cease during the Match Period.

Ability of the Corporation to Accept a Superior Proposal and Denison’s Right to Match

Notwithstanding the non-solicitation covenants in the Acquisition Agreement, the Corporation has the ability to enter into an agreement (other than a confidentiality agreement permitted by the terms of the Acquisition Agreement as described above) with respect to an Acquisition Proposal that is a Superior Proposal and/or withdraw, modify or qualify its approval

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or recommendation of the Arrangement and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided:

During the Match Period, Denison shall have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and the Acquisition Agreement and the Corporation shall cooperate with Denison with respect thereto, including negotiating in good faith with Denison to enable Denison to make such amendments to the Arrangement and the Acquisition Agreement as Denison deems appropriate as would enable Denison to proceed with the Arrangement on such adjusted provisions. The Board shall review any such offer by Denison to amend the terms of the Arrangement and the Acquisition Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether Denison’s offer to amend the Arrangement and the Acquisition Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Arrangement and the Acquisition Agreement offered by Denison. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, Denison shall amend the Arrangement and the Corporation and Denison shall enter into an amendment to the Acquisition Agreement reflecting the offer by Denison to amend the terms of the Arrangement and the Acquisition Agreement.

Nothing in the Acquisition Agreement shall prevent the Board from responding through a directors’ circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal or from calling a meeting of shareholders in response to a valid requisition of a shareholders’ meeting from a shareholder of the Corporation. Denison and its legal advisors shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Corporation has agreed to incorporate all reasonable comments made by Denison or its counsel.

Reaffirmation of Recommendation by the Board

The Corporation agreed that the Board will promptly reaffirm its recommendation of the Arrangement by press release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Board determines that a proposed amendment to the terms of the Arrangement and the Acquisition Agreement would result in the Acquisition Proposal not being a Superior Proposal, and Denison has so amended the terms of the

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Arrangement; or (iii) the written request of Denison. Denison and its legal advisor shall be given a reasonable opportunity to review and comment on the form and content of any such press release and the Corporation shall incorporate all reasonable comments made by Denison and its counsel.

Termination of the Acquisition Agreement

The Acquisition Agreement, may be terminated upon the occurrence of any of the following events:

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Termination Payment

Denison will be entitled to a payment of $325,000 (the “Termination Payment”) upon the occurrence of any of the following events (each a “Termination Payment Event”) which will be paid by the Corporation within the time specified in respect of each such Termination Payment Event:

The Termination Payment will be paid by the Corporation to Denison by wire transfer in immediately available funds to an account specified by Denison.

If a Termination Payment Event occurs, the payment of the Termination Payment is the sole remedy in compensation for damages of Denison and its affiliates with respect to the event or events giving rise to the termination of the Acquisition Agreement and the resulting Termination Payment Event; provided, however, that (i) nothing contained in the Acquisition Agreement, and no payment of any Termination Payment, will relieve or have the effect of relieving any party in any way from liability for damages incurred or suffered by a party as a result of an intentional or wilful breach of the Acquisition Agreement; and (ii) nothing contained in the Acquisition Agreement, and no payment of any Termination Payment will affect any obligation of the Corporation to repay any amounts lent to it by Denison together with any applicable interest.

Representations and Warranties

The Acquisition Agreement contains a number of customary representations and warranties of Denison and the Corporation relating to, among other things, corporate status, capitalization, the corporate authorization and enforceability of, and board approval of, the Acquisition Agreement and the Arrangement and fair presentation of financial statements. The representations and warranties of the Corporation also address various matters relating to the business, operations and properties of the Corporation, including: except as set out in the Company’s public disclosure record, there has been an absence of any Material Adverse Effect and certain other changes or events since January 31, 2012; absence of litigation or other actions which if determined adversely is likely to have a Material Adverse Effect in respect of the Corporation or prevent or materially delay consummation of the transactions contemplated by the Acquisition Agreement; employee

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severance, termination or other payments upon a change of control; real property and mining concessions; mineral interests and rights; taxes; insurance; and environmental matters. In addition, Denison has represented that the Denison Shares to be issued and delivered by Denison to Shareholders pursuant to the Arrangement, when issued and delivered as part of the consideration paid for Common Shares acquired by Denison pursuant to the Arrangement, will be duly and validly issued and fully paid and non-assessable shares of Denison.

Conduct of Business

The Corporation has agreed that, prior to the Arrangement Effective Time, unless Denison otherwise agrees in writing, such agreement not to be unreasonably withheld or delayed, or as otherwise expressly contemplated or permitted by the Acquisition Agreement, the Corporation will, among other things, (a) conduct its businesses only in, not take any action except in, and maintain its facilities in, the usual, ordinary and regular course of business consistent with past practice and use commercially reasonable efforts to preserve intact its present business organization, assets (including intellectual property) and goodwill, maintain its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its officers and employees as a group and preserve the current relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it; and (b) consult with Denison with respect to decisions and expenditures in respect of the exploration, development and maintenance of all of the properties and assets owned and controlled by the Corporation. The Corporation has also agreed that it will not take certain actions specified in the Acquisition Agreement.

Other Covenants

Each of the Corporation and Denison has agreed to a number of mutual covenants, including to use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (a) to satisfy (or cause the satisfaction of) the conditions to the Arrangement and to consummate and make effective as promptly as is practicable the transactions contemplated by the Acquisition Agreement; and (b) for the discharge by each party of its respective obligations under the Acquisition Agreement and the Arrangement, including its obligations under applicable Laws and to cooperate with the other party in taking such actions. In addition, the Corporation has agreed to continue to provide Denison and its representatives with access to the Corporation’s books, records and properties to allow Denison to continue to conduct such investigations as Denison may consider necessary or advisable, and to assist Denison in any such investigations.

The Corporation’s Directors and Officers

From and after the Arrangement Effective Time, Denison (or its successor) will maintain for a period of six years on a “trailing” or “run-off” basis, a directors’ and officers’ insurance policy for all present and former directors and officers of the Corporation, covering claims in respect of acts or omissions in their capacity as directors or officers of the Corporation occurring prior to the Arrangement Effective Time made prior to or within six years after such time, on terms and conditions comparable to those applicable to the current directors and officers of the Corporation, provided that in no event will the Corporation be required to expend more than an amount per year equal to 200% of the current annual premiums paid by the Corporation for such insurance.

From and after the Effective Time, Denison shall ensure and shall cause the Corporation to ensure that all rights of indemnification contained in the articles of the Corporation (or its successors) remain in full force and effect and such provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Time, were directors or officers of the Corporation, and the Corporation shall ensure that the obligations of the Corporation under any indemnification agreements between the Corporation and its directors and officers continue in place or are assumed by, if applicable, any successor to the Corporation.

ABOUT DENISON MINES CORP.

Denison’s Reasons For The Arrangement

Denison’s desire to complete the Arrangement with the Corporation is driven by the complementary nature of the Corporation’s mineral projects with Denison’s extensive portfolio of exploration properties in the Athabasca Basin of

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northern Saskatchewan. The Corporation and Denison have jointly owned and operated a number of exploration stage mining properties in the Athabasca Basin since 2003 when IUC and the Corporation entered into an option agreement which granted IUC the right to acquire an interest in the Moore Lake Project. Currently, seven properties are the subject of joint ventures between Denison and the Corporation.

Through the Arrangement, Denison will be able to acquire 100% ownership on a number of properties including Moore Lake, Bell Lake, Cigar Lake South and North Wedge. In addition, Denison will acquire and have the opportunity to become the operator on several projects jointly owned with the Corporation which the Corporation is currently operating. These properties include Kelic Lake, Lazy Edwards and South Dufferin. Many of the aforementioned properties are proximal to Denison’s current high priority exploration targets.

Summary of the Business

Denison, formerly IUC, is a Toronto, Ontario based corporation engaged in uranium exploration and development. The registered and head office of Denison is located at Atrium on Bay, Suite 402, 595 Bay Street, Toronto, Ontario, M5G 2C2, Canada. Denison’s website address is www.denisonmines.com.

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

Prior to June 2012 Denison was engaged in uranium exploration, development, mining and milling with uranium mining projects in both the United States and Canada and development projects in Canada, the United States, Zambia and Mongolia. Denison’s principal assets included interests in two uranium mills in North America, including its 100% ownership of the White Mesa mill in Utah and its 22.5% ownership of the McClean Lake uranium mill in Saskatchewan, which has been on standby-by since 2010.

On June 29, 2012, Denison sold all of its U.S. subsidiaries holding all of Denison’s mining assets and operations located in the United States to Energy Fuels Inc. by way of plan of arrangement. In exchange, Denison shareholders received 1.106 common shares of Energy Fuels Inc. for each Denison Share held, while still retaining their Denison Shares.

Following the completion of Energy Fuels Transaction, Denison became and is now a uranium exploration and development company with interests in exploration and development projects in Saskatchewan, Zambia and Mongolia.

As at the date of this Circular, Denison’s key assets include:

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Denison is also engaged in mine decommissioning and environmental services through its Denison Environmental Services (DES) division. Denison’s wholly owned subsidiary, DMI, is also the manager of Uranium Participation Corporation, a publicly traded company listed on the TSX under the stock symbol U, which invests in uranium oxide in concentrates and uranium hexafluoride.

Denison conducts its business through a number of subsidiaries. The following is a diagram depicting the current corporate structure of Denison and its subsidiaries, including the name, jurisdiction of incorporation and proportion of ownership interest in each.

For a detailed description of the business of Denison, please refer to “General Development of the Business” and “Denison’s Business” in the Denison AIF, which is available on Denison’s website at www.denisonmines.com or under Denison’s profile on SEDAR at www.sedar.com.

CONSOLIDATED CAPITALIZATION

On December 17, 2012, and prior to the issue of Denison Shares in respect of the Transaction, Denison has a total of 388,805,915 Denison Shares issued and outstanding. After the issuance of Denison Shares in respect of the Transaction, Denison will have 396,781,413 Denison Shares issued and outstanding, assuming that none of the Denison Replacement Warrants and the Denison Replacement Options is exercised.

In respect of the Transaction, Denison will issue 272,290 Denison Replacement Warrants, exercisable into 272,290 Denison Shares at a price of $2.0548 in accordance with their terms. Denison will also grant up to 579,255 Denison Replacement Options pursuant to the Denison Option Plan and as provided for under the Arrangement, which will entitle the holders thereof to acquire up to 579,255 Denison Shares in accordance with their terms.

Denison currently has no convertible securities outstanding, except pursuant to the Denison Option Plan. Other than with respect to the issue of 4,145,000 Denison Shares on a private placement basis on October 26, 2012, since September 30, 2012, there have been no material changes to Denison’s share and loan capital on a consolidated basis.

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DESCRIPTION OF EQUITY SECURITIES

Denison is authorized to issue an unlimited number of common shares. As at December 17, 2012, there were 388,805,915 Denison Shares issued and outstanding.

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

PRIOR SALES

During the 12-month period leading up to the filing of this Circular, the only other issuances of Denison Shares was the issuance of 4,145,000 Denison Shares at $1.69 per share on a private placement basis on October 26, 2012.

COMPARATIVE MARKET PRICES OF THE CORPORATION AND DENISON

The Common Shares are listed and posted for trading on the TSXV under the symbol “JNN”. Denison Shares are listed on the TSX (stock symbol: DML) and the NYSE MKT (stock symbol: DNN). The following table sets forth, for the periods indicated, the reported intra-day high and low sales prices and aggregate volume of trading of the Common Shares (on the TSXV) and the Denison Shares (on the TSX and NYSE MKT).

Common Shares

Denison Shares

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The price of the Common Shares as reported by the TSXV at the close of business on November 13, 2012, the last trading day immediately before the announcement of the signing of the Acquisition Agreement, was $0.055.

The price of the Denison Shares as reported by the TSX at the close of business on November 13, 2012, the last trading day immediately before the announcement of the Arrangement, was $1.17. The price of the Denison Shares as reported by the NYSE MKT at the close of business on November 13, 2012 was US$1.15.

DOCUMENTS INCORPORATED BY REFERENCE

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

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

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

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein or in any other subsequently filed document which is also, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed to be an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation,

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an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular.

INTERESTS OF EXPERTS

The persons or companies that have prepared reports relating to Denison’s mineral properties that are referenced in this Circular or documents incorporated by reference herein are Lawrence B. Cochrane, Ph.D., P.Eng Luke Evans, M.Sc., P.Eng., Neil N. Gow, P.Geo., James W. Hendry, P.Eng., Leo R. Hwozdyk, P.Eng., Christopher Moreton, Ph.D, P.Geo, Thomas C. Pool, P.E., William E. Roscoe, Ph. D., P. Eng., David A. Ross, P. Geo., Richard E. Routledge, M.Sc., P.Geo., Douglas H. Underhill, Ph.D., C.P.G. and Hrayr Agnerian, M.Sc. (Applied), P.Geo. of RPA Inc. (formerly Scott Wilson Roscoe Postle Associates Inc.); Michel Dagbert, P.Eng. of Geostat Systems International Inc.; Malcolm Titley, B.Sc., MAusIMM, MAIG, of CSA Global (UK) Ltd.; and Gilles Arseneau, Ph.D., P.Geo. and Cliff Revering, P.Eng. of SRK Consulting.

As at the date hereof, each of the aforementioned individuals, the directors, officers and employees in the aggregate, as applicable, of each of RPA Inc., Geostat Systems International Inc., CSA Global (UK) Ltd. and SRK Consulting, and each of such companies beneficially own, directly or indirectly, less than 1% of the Denison Shares.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable under the Tax Act in respect of the Arrangement to a Shareholder who at all relevant times and for the purposes of the Tax Act: (i) deals at arm’s length with Denison and the Corporation, and is not affiliated with Denison or the Corporation; and (ii) holds their Common Shares and will hold any Denison Shares to be received under the Arrangement as capital property (a “Holder”). Common Shares and Denison Shares will generally constitute capital property to a Holder thereof unless such securities are held in the course of carrying on a business of buying and selling securities or were acquired in a transaction considered to be an adventure or concern in the nature of trade.

This summary does not address the Canadian federal income tax consequences of the Arrangement to the Optionholders or Warrantholders and accordingly Optionholders and Warrantholders are urged to consult their own tax advisors regarding the potential Canadian federal income tax consequences of the Arrangement to them.

This summary is not applicable to a Shareholder: (i) that is a “financial institution” for the purposes of the mark-to-market rules contained in the Tax Act; (ii)that is a “specified financial institution” or “restricted financial institution” as defined in the Tax Act; (iii)who has acquired Common Shares upon the exercise of an employee stock option; (iv)an interest in which is a “tax shelter investment” as defined under the Tax Act, (v)that has elected to report its “Canadian tax results” in a functional currency in accordance with the provisions of subsection 261(3) of the Tax Act, or (vi) following the completion of the Arrangement will, either alone or together with other persons with whom the Shareholder does not deal at arm’s length, either control Denison or beneficially own Denison Shares that have a fair market value in excess of 50% of the fair market value of all outstanding Denison Shares. Such Shareholders should consult their own tax advisors.

This summary is based upon the current provisions of the Tax Act, the regulations thereunder (the “Regulations”) in force as of the date hereof and the current administrative practices and assessing policies of the Canada revenue Agency. This summary also takes into account all specific proposals to amend the Tax Act and the Regulations (the “Proposed Amendments”) announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and assumes that all Proposed Amendments will be enacted in the form proposed. However, there can be no assurance that the Proposed Amendments will be enacted in the form proposed or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action or decision, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below.

THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT EXHAUSTIVE OF ALL POSSIBLE CANADIAN FEDERAL INCOME TAX CONSIDERATIONS. THIS SUMMARY IS NOT INTENDED TO BE,

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NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY HOLDER. ACCORDINGLY, HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR ADVICE AS TO THE INCOME TAX CONSEQUENCES TO THEM OF THE ARRANGEMENT HAVING REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES.

SHAREHOLDERS RESIDENT IN CANADA

The following portion of this summary is generally applicable to a Holder who, at all relevant times, is a resident of Canada or who is deemed to be a resident of Canada for purposes of the Tax Act (a “Resident Holder”). Certain Shareholders resident in Canada within the meaning of the Tax Act who might not otherwise be considered to own Common Shares as capital property may be entitled to have them and all other “Canadian securities”, as defined in the Tax Act, treated as capital property by making the irrevocable election permitted by subsection39(4) of the Tax Act. Resident Holders contemplating making a subsection 39(4) election should consult their own tax advisors for advice as to whether the election is available or advisable in their particular circumstances.

Disposition of Common Shares under the Arrangement

A Resident Holder whose Common Shares are disposed of to Denison in exchange for Denison Shares pursuant to the Arrangement will be deemed to have disposed of such Common Shares for proceeds of disposition equal to the Resident Holder’s adjusted cost base thereof immediately before the disposition (unless the Resident Holder chooses otherwise, as described below). As a result, the Resident Holder will not recognize a capital gain or capital loss in respect of the disposition. The Resident Holder will be deemed to have acquired the Denison Shares received pursuant to the Arrangement at a cost equal to the Resident Holder’s adjusted cost base of the Common Shares immediately before the disposition. The Resident Holder’s cost of such Denison Shares must be averaged with the adjusted cost base of any other Denison Shares held by the Resident Holder at that time as capital property to determine the Holder’s adjusted cost base of each such Denison Share.

Notwithstanding the foregoing, a Resident Holder who disposes of Common Shares for Denison Shares pursuant to the Arrangement may, if the Resident Holder so chooses, recognize all (but not less than all) of any capital gain or capital loss otherwise realized on the disposition of the Common Shares by reporting the capital gain or capital loss in the Resident Holder’s income tax return for the taxation year during which the disposition occurs. The cost to the Resident Holder of the Denison Shares acquired pursuant to the Arrangement in such an event will be equal to the fair market value of the Denison Shares immediately before the disposition. The taxation of capital gains and capital losses is described below under the subheading “Taxation of Capital Gains and Capital Losses”.

Dividends on Denison Shares

In the case of a Resident Holder who is an individual, dividends received or deemed to be received on Denison Shares will be included in computing the individual’s income and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations including the enhanced dividend tax credit rules applicable to any dividends designated by Denison as “eligible dividends”, as defined in the Tax Act.

In the case of a Resident Holder that is a corporation, dividends received or deemed to be received on Denison Shares will be included in computing the corporation’s income and will generally be deductible in computing its taxable income. A “private corporation” (as defined in the Tax Act), or any other corporation controlled, whether because of a beneficial interest in one or more trusts or otherwise by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts) may be liable to pay a refundable tax of 331/3% under Part IV of the Tax Act on dividends received or deemed to be received on the Denison Shares to the extent such dividends are deductible in computing the corporation’s taxable income.

Dispositions of Denison Shares

The disposition or deemed disposition of Denison Shares by a Resident Holder will generally result in a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of those shares immediately before the disposition. See the subheading “Taxation of Capital Gains and Capital Losses” below for a general description of the treatment of capital gains and capital losses under the Tax Act.

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Taxation of Capital Gains and Capital Losses

One-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year will be included in the Resident Holder’s income for the year. One-half of any capital loss (an “allowable capital loss”) realized by the Resident Holder in a year may be deducted against taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back up to three taxation years or carried forward indefinitely and deducted against net taxable capital gains in those other years, to the extent and in the circumstances specified in the Tax Act.

If the Resident Holder is a corporation, the amount of any capital loss arising from a disposition or deemed disposition of a share may be reduced by the amount of certain dividends received or deemed to be received by the corporation on the share, to the extent and under circumstances specified by the Tax Act. Similar rules may apply where the corporation is a member of a partnership or a beneficiary of a trust that owns shares, or where a partnership or trust of which the corporation is a member or beneficiary is a member of a partnership or a beneficiary of a trust that owns shares. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Dissenting Resident Holders

A Resident Holder who disposes of Common Shares to Denison upon the exercise of Dissent Procedures will have proceeds of disposition equal to the cash received. The dissenting Resident Holder will realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Holder’s Common Shares.

A capital gain or capital loss realized by a dissenting Resident Holder will be treated in the same manner as described above under the subheading “Taxation of Capital Gains and Capital Losses”.

Interest awarded by a court to a dissenting Resident Holder will be included in the Resident Holder’s income for purposes of the Tax Act.

Minimum Tax on Individuals

Capital gains realized by individuals and certain trusts may give rise to minimum tax under the Tax Act.

Additional Refundable Tax on Canadian-Controlled Private Corporations

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax of 62/3% on certain investment income, including amounts in respect of net taxable capital gains and dividends or deemed dividends not deductible in computing taxable income.

Eligibility for Investment

Provided the Denison Shares continue to be listed on a “designated stock exchange” (as defined in the Tax Act) (which includes the TSX), or if Denison continues to qualify as a “public corporation” for purposes of the Tax Act, the Denison Shares will be a qualified investment under the Tax Act for a trust governed by a registered retirement savings plan (an “RRSP”), a registered retirement income fund (an “RRIF”), a registered education savings plan, a registered disability savings plan, a deferred profit sharing plan or a tax-free savings account (a “TFSA”) all as defined in the Tax Act.

Provided that for purposes of the Tax Act, the annuitant of an RRSP or RRIF or the holder of a TFSA, as the case may be, deals at arm’s length with Denison and does not have a “significant interest” in Denison or a corporation, partnership or trust with which Denison does not deal at arm’s length, the Denison Shares will not be a prohibited investment for such RRSPs, RRIFs or TFSAs, as the case may be, under the Tax Act. Annuitants of an RRSP or RRIF and holders of a TFSA should consult their own tax advisors to ensure the Denison Shares would not be a prohibited investment in their particular circumstances.

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SHAREHOLDERS NOT RESIDENT IN CANADA

The following portion of the summary is applicable to a Holder who: (i) has not been, is not, and will not be resident or deemed to be resident in Canada for purposes of the Tax Act; and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, Common Shares or Denison Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Holders should consult their own tax advisors.

Disposition of Common Shares under the Arrangement

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of Common Shares to Denison in exchange for Denison Shares pursuant to the Arrangement unless the Common Shares at the time of their disposition constitute “taxable Canadian property” (as defined in the Tax Act) to the Non-Resident Holder and such gain is not otherwise exempt from tax under the Tax Act pursuant to the provisions of an applicable income tax treaty or convention.

Generally, a share of a corporation will not constitute “taxable Canadian property” to a Non-Resident Holder at the time of a disposition where such share is listed at that time on a “designated stock exchange” as defined in the Tax Act (which definition currently includes the TSX-V and TSX) and at no time during the 60-month period immediately preceding the disposition, (a) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class of the capital stock of the corporation, and (b) more than 50% of the fair market value of the share was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any of the foregoing properties (whether or not such property exists). Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, shares could be deemed to be taxable Canadian property of a Non-Resident Holder.

A Non-Resident Holder whose Common Shares are taxable Canadian property may be required to file a Canadian income tax return reporting the disposition of such Common Shares in certain circumstances. Non-Resident Holders whose Common Shares are taxable Canadian property are advised to consult with their own tax advisors.

Dividends on Denison Shares

Dividends paid or deemed to be paid or credited to a Non-Resident Holder on Denison Shares will be subject to Canadian withholding tax at a rate of 25%, subject to any reduction in the rate of withholding tax to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention that is in force at the time of the payment, credit or deemed payment of such dividends. For example, under the Convention between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed on September 26, 1980, as amended (the “Convention”), where dividends are paid to or derived by a Non-Resident Holder who is a U.S. resident for purposes of, and who is entitled to benefits in accordance with the provisions of the Convention, the applicable rate of Canadian withholding tax is generally reduced to 15%.

Dispositions of Denison Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of Denison Shares unless the Shares constitute “taxable Canadian property” of the Non-Resident Holder. The circumstances in which Denison Shares may constitute taxable Canadian property and the implications to a Non-Resident Holder of Denison Shares constituting taxable Canadian property will generally be the same as discussed above in respect of the Common Shares under the heading “Shareholders Not Resident in Canada—Disposition of Common Shares under the Arrangement”.

Dissenting Non-Resident Holders

A Non-Resident Holder who disposes of Common Shares to Denison upon the exercise of Dissent Procedures in consideration for a cash payment will realize a capital gain or capital loss in the same manner as discussed above under

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“Shareholders Resident in Canada- Dissenting Resident Holders”. The same general considerations apply as discussed above under the subheading “Shareholders Not Resident in Canada—Disposition of Common Shares under the Arrangement” in determining whether a capital gain will be subject to tax under the Tax Act.

Interest received by a Non-Resident Holder consequent upon the exercise of the Dissent Procedures will not be subject to withholding tax under the Tax Act.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

U.S. Treasury Department Circular 230 Notice: To ensure compliance with Treasury Department Circular 230, you are hereby notified that: (i) any discussion of U.S. federal tax issues in this Circular (including any attachments) is not intended or written to be relied upon, and cannot be relied upon by you, for the purpose of avoiding penalties that may be imposed on you under the U.S. Internal Revenue Code of 1986, as amended; (ii) such discussion is written in connection with the promotion or marketing of the transactions or matters addressed herein; and (iii) you should seek advice based on your particular circumstances from an independent tax advisor.

The following is a summary of certain material U.S. federal income tax consequences to a U.S. Holder (as defined below) arising from and relating to (i) the Arrangement and (ii) the ownership and disposition of Denison Shares acquired pursuant to the Arrangement.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of participating in the Arrangement or the ownership and disposition of Denison Shares acquired pursuant to the Arrangement. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences applicable to such U.S. Holder. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. Except as otherwise discussed herein, this summary does not address tax reporting and compliance matters, and does not address U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the Arrangement and the ownership and disposition of Denison Shares received pursuant to the Arrangement. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences arising from or relating to the Arrangement and the ownership and disposition of Denison Shares acquired pursuant to the Arrangement.

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (“IRS”) has been requested, or will be obtained, regarding any of the U.S. federal income tax consequences to U.S. Holders of participating in the Arrangement or the ownership and disposition of Denison Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions discussed in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions discussed in this summary.

Scope of this Disclosure

Authorities

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, published IRS rulings, judicial decisions, published administrative positions of the IRS and the Convention (as defined under “Certain Canadian Federal Income Tax Considerations” above), in each case, as in effect and available as of the date of this Circular. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. Except as explicitly set forth herein, this summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation, regulations or other rules.

U.S. Holders

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares (or, following the completion of the Arrangement, a beneficial owner of Denison Shares) that, for U.S. federal income tax purposes, is (a) an individual who

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is a citizen or resident of the United States, (b) a corporation or other entity taxable as a corporation that is created or organized in or under the laws of the United States, any state in the United States or the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner (other than a partnership or other pass-through entity for U.S. federal income tax purposes) of Common Shares (or, following the completion of the Arrangement, of Denison Shares) other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to (i) the Arrangement or (ii) the ownership and disposition of Denison Shares acquired pursuant to the Arrangement. Accordingly, each non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, state, local and foreign tax consequences (including the potential application of and operation of any tax treaties) arising from and relating to the matters described in the preceding sentence.

Certain U.S. Holders and Transactions Not Addressed

This summary does not address the U.S. federal income tax consequences applicable to U.S. Holders that are subject to special provisions under the Code, including U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) are dealers in securities or currencies or U.S. Holders that are traders in securities that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) are subject to the alternative minimum tax provisions of the Code; (f) own Common Shares (or, following the completion of the Arrangement, Denison Shares) as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (g) are Optionholders or that otherwise acquired Common Shares (or, following the completion of the Arrangement, Denison Shares) through the exercise of employee stock options or otherwise as compensation for services; (h) hold Common Shares (or, following the completion of the Arrangement, Denison Shares) other than as a capital asset within the meaning of Section 1221 of the Code; or (i) own or have owned (directly, indirectly or constructively) 5% or more of the stock of the Corporation (or, following the completion of the Arrangement, U.S. Holders that will own (directly, indirectly or constructively) 5% or more of the stock of Denison). U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described above, should consult their own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences arising from and relating to the Arrangement and the ownership and disposition of Denison Shares.

This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold Common Shares (or after the Arrangement, Denison Shares) in connection with carrying on a business in Canada; (d) persons whose Common Shares (or after the Arrangement, Denison Shares) constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Convention. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the Arrangement and the ownership and disposition of Denison Shares received pursuant to the Arrangement.

This summary also does not address the U.S. federal income tax consequences of transactions effected prior or subsequent to, or concurrently with, the Arrangement (whether or not any such transactions are undertaken in connection with the Arrangement), including, without limitation, the following:

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If an entity that is classified as a partnership for U.S. federal income tax purposes holds Common Shares (or, following the completion of the Arrangement, Denison Shares), the U.S. federal income tax consequences to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of its partners. This summary does not discuss the U.S. federal income tax consequences to such partnerships and the partners of such partnerships. Partners in entities that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to (i) the Arrangement and (ii) the ownership and disposition of Denison Shares acquired pursuant to the Arrangement.

U.S. Federal Income Tax Consequences of the Arrangement

U.S. Federal Income Tax Consequences if the Arrangement is a Reorganization

Pursuant to the Plan of Arrangement, Shareholders of the Corporation, other than Dissenting Shareholders, will directly exchange their Common Shares with Denison for Denison Shares. Subject to the assumptions, limitations and qualifications described in this summary, and assuming the payment by the Corporation to Dissenting Shareholders is as described above under “Rights of Dissenting Shareholders”, the exchange of Common Shares for Denison Shares pursuant to the Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”). However, no legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Arrangement to U.S. Holders. In addition, the qualification of the Arrangement as a Reorganization may depend on the existence of certain facts, some of which may not be known until after the Arrangement Effective Date and which cannot be predicted with certainty as of the date of this Circular. Accordingly, there can be no assurance that the Arrangement will qualify as a Reorganization.

Assuming the Arrangement does qualify as a Reorganization, subject to the possible application of the “passive foreign investment company” (“PFIC”) rules described below (see “Passive Foreign Investment Company Considerations”), the Arrangement should result in the following U.S. federal income tax consequences to a U.S. Holder that exchanges its Common Shares for Denison Shares pursuant to the Arrangement:

In addition, a U.S. Holder that exchanges Common Shares for Denison Shares pursuant to the Arrangement would be required to report certain information to the IRS on its U.S. federal income tax return for the taxable year in which the Arrangement occurs and to retain certain records related to the Arrangement. The requirements that must be satisfied in order for the Arrangement to qualify as a Reorganization are complex and, accordingly, each U.S. Holder should consult its own tax advisor regarding the status of the Arrangement as a Reorganization, as well as its information reporting and record retention responsibilities in connection with the Arrangement.

U.S. Federal Income Tax Consequences if the Arrangement is a Taxable Transaction

If the Arrangement does not qualify as a Reorganization, (for example, if, instead of the Corporation paying Dissenting Shareholders out of its own funds as contemplated in the Plan of Arrangement, Denison pays Dissenting Shareholders directly or indirectly (through, for example, loan proceeds provided to the Corporation as described under “The Arrangement—Bridge Loan from Denison”)), the Arrangement would generally result in the following U.S. federal income tax consequences to a U.S. Holder that exchanges its Common Shares for Denison Shares pursuant to the Arrangement:

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Subject to the possible application of the PFIC rules described below (see “Passive Foreign Investment Company Considerations”), any gain or loss recognized by a U.S. Holder pursuant to the rules described above generally would be capital gain or loss and would be long-term capital gain or loss if such U.S. Holder had held its Common Shares for more than one year as of the Arrangement Effective Date. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate or trust. Deductions for capital losses are subject to complex limitations under the Code. Gains or losses, if any, realized by a U.S. Holder in connection with the Arrangement generally would be treated as having a source within the United States.

U.S. Federal Income Tax Consequences to U.S. Holders that are Dissenting Shareholders

Whether or not the Arrangement qualifies as a Reorganization, a U.S. Holder that is a Dissenting Shareholder would recognize gain or loss on the exchange of its Common Shares for cash in an amount equal to the difference between (i) the U.S. dollar value on the date of receipt of the cash received and (ii) such U.S. Holder’s tax basis (expressed in U.S. dollars) in the Common Shares exchanged. Subject to the possible application of the PFIC rules described below (see “Passive Foreign Investment Company Considerations”), such gain or loss generally would be capital gain or loss and would be long-term capital gain or loss if such U.S. Holder had held its Common Shares for more than one year as of the date of the exchange. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate or trust. Deductions for capital losses are subject to complex limitations under the Code. Gains or losses, if any, realized by a U.S. Holder that is a Dissenting Shareholder in connection with the Arrangement generally would be treated as having a source within the United States.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Denison Shares Acquired Pursuant to the Arrangement

Subject to the possible application of the PFIC rules described below (see “Passive Foreign Investment Company Considerations”), the following is a summary of certain material U.S. federal income tax consequences to a U.S. Holder arising from and relating to the ownership and disposition of Denison Shares acquired pursuant to the Arrangement.

Distributions on Denison Shares

A U.S. Holder that receives a distribution with respect to its Denison Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current and accumulated “earnings and profits” of Denison (as computed for U.S. federal income tax purposes). To the extent that a distribution exceeds the current and accumulated “earnings and profits” of Denison, such distribution will be treated (a) first, as a tax-free return of capital to the extent of such U.S. Holder’s tax basis in the Denison Shares and, (b) thereafter, as gain from the sale or exchange of such Denison Shares (see “Disposition of Denison Shares” below). Denison does not currently intend to maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should expect that any distribution by Denison with respect to the Denison Shares will constitute ordinary dividend income, unless otherwise notified by Denison. Dividends paid on Denison Shares will not be eligible for the “dividends received deduction” allowed to corporations under the Code with respect to dividends received from domestic corporations.

For taxable years of a U.S. Holder beginning before January 1, 2013, a dividend paid by Denison will be taxed at the preferential tax rates applicable to long-term capital gains if, among other requirements, (a) Denison is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Denison Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of such Denison Shares will not be entitled to receive such dividend).

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For purposes of the rules described in the preceding paragraph, Denison will be a “qualified foreign corporation” (a “QFC”) if (a) Denison is eligible for the benefits of the Convention, or (b) Denison Shares are readily tradable on an established securities market in the United States, within the meaning provided in the Code. However, even if Denison satisfies one or more of such requirements, it will not be treated as a QFC if it is classified as a PFIC (as discussed below) for the taxable year during which Denison pays the applicable dividend or for the preceding taxable year. If Denison is not a QFC, a dividend paid by it to a U.S. Holder that is an individual, estate, or trust generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains).

U.S. Holders should be aware that, as of the time of this Circular, it is unknown in what form these rules may be extended or otherwise renewed or enacted, if at all, for taxable years that begin after December 31, 2012. While this provision has been extended before, there is no assurance that it will be extended again. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules to them in their particular circumstances and the rules applicable to such U.S. Holder during taxable years that begin after December 31, 2012.

Distribution of Foreign Currency

The amount of a distribution paid in foreign currency generally will be equal to the U.S. dollar value of such currency, calculated by reference to the exchange rate in effect on the date of receipt of the distribution. A U.S. Holder that does not convert foreign currency received as a distribution into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Such a U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars). Gains or losses, if any, realized by a U.S. Holder in connection with the taxable disposition of such foreign currency generally would be treated as having a source within the United States.

Disposition of Denison Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Denison Shares equal to the difference, if any, between (a) the amount realized on such sale or disposition and (b) such U.S. Holder’s tax basis in the Denison Shares sold or otherwise disposed of. Subject to the possible application of the PFIC rules described below (see “Passive Foreign Investment Company Considerations”), any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Denison Shares are held for more than one year. Under current law, preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. Deductions for capital losses are subject to complex limitations. U.S. Holders should consult their tax advisors as to the tax treatment of dispositions of Denison Shares in Canadian dollars.

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) Canadian or other foreign income tax with respect to Denison Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian or other foreign income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source”. Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty and if an election is properly made under the Code. The foreign tax credit rules are complex, and each U.S. Holder should consult its own tax advisor regarding the applicable foreign tax credit rules to such U.S. Holder in its particular circumstances.

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Additional Tax on Passive Income

For tax years beginning after December 31, 2012, certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than property held in a trade or business). U.S. Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of Denison Shares.

Passive Foreign Investment Company Considerations

The foregoing discussion entitled “U.S. Federal Income Tax Consequences of the Arrangement” assumes that the Corporation was not a PFIC at any time during a U.S. Holder’s holding period. If the Corporation is or was a PFIC at any time during a U.S. Holder’s holding period of its Common Shares, the U.S. federal income tax consequences of the Arrangement would potentially be materially different than those described above.

While the Corporation has not performed a detailed analysis, it believes that it may have been a PFIC during its 2011 tax year, and based on current business plans and financial expectations, believes that it could be a PFIC for the 2012 tax year. Therefore, U.S. Holders should carefully read the section below “U.S. Tax Consequences of the Arrangement if the Corporation was Classified as a PFIC during a U.S. Holder’s Holding Period”. PFIC classification is fundamentally factual in nature and is determined annually after the close of the tax year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance regarding the Corporation’s PFIC status. If a U.S. Holder held Common Shares during any taxable year for which the Corporation was classified as a PFIC, such U.S. Holder will be subject to the adverse tax consequences described below even if the Corporation was not a PFIC in a subsequent taxable year. The Corporation has not determined whether it has been a PFIC during any other prior taxable year.

In addition, the foregoing discussion entitled “Disposition of Denison Shares” assumes that Denison is not, and will not become, a PFIC. If Denison is or were to become a PFIC at any time during a U.S. Holder’s holding period, the U.S. federal income tax consequences of the ownership and disposition of Denison Shares received in the Arrangement would potentially be materially different than those described above.

Denison believes that it was not a PFIC during the 2011 tax year, and based on current business plans and financial expectations, Denison believes that it should not be a PFIC for the 2012 tax year. However, there can be no assurance that Denison was not and will not become a PFIC for any tax year during which U.S. Holders hold Denison Shares.

For U.S. federal income tax purposes, a non-U.S. corporation is classified as a PFIC for each taxable year in which either:

Passive income includes the following types of income:

For purposes of the income test and the asset test, if a foreign corporation owns, directly or indirectly, at least 25% (by value) of the stock of another corporation, that foreign corporation will be treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of that other corporation. Also, for purposes of the income test and the asset test, passive income does not include any income that is interest, a dividend or a rent or royalty, which is received or accrued from a related person to the extent that amount is properly allocable to the income of the related person that is not passive income. In addition, as discussed above, if a corporation is classified as a PFIC for any taxable year during which a U.S. Holder has held shares of such corporation, such corporation may continue

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to be classified as a PFIC for any subsequent year in which the U.S. Holder continues to hold the shares even if the corporation’s income and assets are no longer passive in nature in that subsequent taxable year.

U.S. Tax Consequences of the Arrangement if the Corporation was Classified as a PFIC during a U.S. Holder’s Holding Period

A U.S. Holder of Common Shares would be subject to special, adverse tax rules in respect of the Arrangement if the Corporation was classified as a PFIC for any taxable year during a U.S. Holder’s holding period for Common Shares. As stated above, the Corporation believes that it may have been a PFIC during its 2011 tax year, and based on current business plans and financial expectations, the Corporation could be a PFIC for its 2012 tax year. U.S. Holders are urged to consult their independent tax advisors regarding the determination of whether the Corporation has been classified as a PFIC during any portion of such U.S. Holder’s holding period of Common Shares.

If the Corporation is classified as a PFIC for any taxable year during which a U.S. Holder holds Common Shares, the consequences to such holder of participating in the Arrangement may be materially more adverse than those described above. More specifically, under proposed Treasury Regulations:

Under certain proposed Treasury Regulations, gain is not recognized on a direct or indirect disposition of PFIC stock that results from a non-recognition transfer (such as a reorganization under Section 368(a) of the Code) if stock of that PFIC is exchanged solely for stock in another corporation that is a PFIC for its tax year that includes the day after the non-recognition transfer. Accordingly, U.S. Holders of Common Shares would not be entitled to rely on this exception to the PFIC rule if Denison was not classified as a PFIC for its taxable year that includes the day after the Arrangement Effective Date. If the Corporation has ever been or is a PFIC, any U.S. Holders that held Common Shares while the Corporation was a PFIC are urged to consult their own tax advisors regarding the status of Denison as a PFIC, the potential application of the PFIC rules to them, the availability of any exception to the PFIC rules (including the availability and effect of a “qualified electing fund” election (“QEF Election”) or mark-to-market election), and any applicable information reporting requirements.

Treatment of Denison as a PFIC

If Denison is classified as a PFIC for any year during a U.S. Holder’s holding period, then certain different and potentially adverse tax consequences would apply to such U.S. Holder’s ownership and disposition of Denison Shares. In general, if Denison is classified as a PFIC, a U.S. Holder would be subject to the adverse rules described above in “U.S. Tax

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Consequences of the Arrangement if the Corporation was Classified as a PFIC during a U.S. Holder’s Holding Period”. While there are U.S. federal income tax elections that may be made in certain circumstances to mitigate these adverse tax consequences (including, without limitation, the mark-to-market election and a QEF Election), such elections are available in limited circumstances and must be made in a prescribed manner and on a timely basis. U.S. Holders should be aware that, for each tax year, if any, that Denison is a PFIC, Denison can provide no assurances that it will satisfy the record keeping requirements of a PFIC, or that it will make available to U.S. Holders the information such U.S. Holders require to make a QEF Election with respect to Denison. U.S. Holders are urged to consult their own tax advisors regarding the status of Denison as a PFIC as well as the potential application of the PFIC rules to the ownership and disposition of Denison Shares (including the availability and effect of certain U.S. tax elections that may be applicable to such holder under the PFIC rules) and applicable information reporting requirements.

PFIC Reporting Obligations

A U.S. Holder that beneficially owns stock in a PFIC is generally required to file IRS Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund, with the IRS containing such information as Treasury Regulations or other IRS guidance may require. U.S. Holders are urged to consult their own tax advisors regarding PFIC reporting obligations, and how they may apply to their particular circumstances.

The PFIC rules are complex and certain proposed Treasury Regulations have not been adopted in final form. There can be no assurance that any of these proposals will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, U.S. Holders are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in Common Shares, Denison Shares and the Arrangement, including without limitation, whether a QEF Election, “deemed sale” election or “mark-to-market” election may be used to reduce the significant adverse U.S. federal income tax consequences of the PFIC rules.

Backup Withholding and Information Reporting Requirements

Unless the U.S. Holder is a corporation or other exempt recipient, payments to certain U.S. Holders of dividends made on Denison Shares, or the proceeds of the sale or other disposition of the Common Shares or the Denison Shares that are made within the United States, or through certain United States related financial intermediaries, may be subject to information reporting and U.S. federal backup withholding at the then applicable rate if the U.S. Holder fails to supply a correct taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting or certification requirements. Any amount withheld from a payment to a U.S. Holder under the backup withholding rules is allowable as a credit against the U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, provided that the required information is timely furnished to the IRS.

In addition, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their Denison Shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns under these rules, including the requirement to file an IRS Form 8938, Statement of Specified Foreign Financial Assets.

RISK FACTORS

Shareholders are encouraged to obtain independent legal, tax and investment advice in their jurisdiction of residence with respect to this Circular, the consequences of the Arrangement and the holding of Denison Shares.

In assessing the Arrangement, Shareholders should carefully consider the risks described under the heading “Risk Factors” in the Denison AIF, which risk factors are incorporated by reference herein, together with the other information contained in, or incorporated by reference in, this Circular. Risk factors related to the business of Denison will generally continue to apply following contemplation of the Arrangement.

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Additional risks and uncertainties, including those currently unknown, may also adversely affect the business of Denison going forward. In particular, the Arrangement is subject to certain risks including the following:

Termination of the Acquisition Agreement

Each of Denison and the Corporation has the right to terminate the Acquisition Agreement in certain circumstances. Accordingly, there is no certainty, nor can Denison provide any assurance, that the Acquisition Agreement will not be terminated by either Denison or the Corporation before the completion of the Arrangement. In addition, the completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of Denison or the Corporation, including the Securityholders approving the Arrangement and Court approval being obtained. There is no certainty, nor can Denison provide any assurance, that these conditions will be satisfied. If any of the required regulatory and third-party approvals cannot be obtained on terms satisfactory to Denison or at all, the Plan of Arrangement may have to be amended in order to mitigate against the negative consequence of the failure to obtain any such approval, and accordingly, the benefits available to the Securityholders resulting from the Arrangement may be reduced. Alternatively, if the Plan of Arrangement cannot be amended so as to mitigate against the negative consequences of the failure to obtain a required regulatory or third-party approval, the Arrangement may not proceed at all. If for any reason the Arrangement is not completed, the market price of the Denison Shares and the Common Shares may be adversely affected. Further, if the Acquisition Agreement is terminated, Denison and the Corporation will still have incurred costs for pursuing the Arrangement, including costs related to the diversion of management’s attention away from the conduct of the business of Denison and the Corporation, respectively.

Market Risk Associated with Denison Shares

Shareholders will receive a fixed number of Denison Shares under the Arrangement, rather than Denison Shares with a fixed market value. Because this exchange ratio will not be adjusted to reflect any change in the market value of the Denison Shares, the market value of Denison Shares received under the Arrangement may vary significantly from the market value at the dates referenced in this Circular. Variations may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of Denison, market assessments of the likelihood the Arrangement will be consummated, regulatory considerations, general market and economic conditions, commodity price changes and other factors over which Denison has no control.

Risks Associated with Denison’s Business

Current Global Financial Conditions

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

Ability to Maintain Obligations Under Credit Facility and Other Debt

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

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Public Acceptance of Nuclear Energy and Competition from Other Energy Sources

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

Uranium Industry Competition and International Trade Restrictions

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

Competition for Properties

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

Replacement of Mineral Reserves and Resources

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

Imprecision of Mineral Reserve and Resource Estimates

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

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Decommissioning and Reclamation

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

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

Technical Innovation and Obsolescence

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

Property Title Risk

The Company has investigated its rights to explore and exploit all of its material properties and, to the best of its knowledge, those rights are in good standing. However, no assurance can be given that such rights will not be revoked, or significantly altered, to its detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties, including the local governments, and in Canada, by First Nations and Métis.

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

Mining and Insurance

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

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

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Dependence on Issuance of Licence Amendments and Renewals

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

Nature of Exploration and Development

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

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

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

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

Governmental Regulation and Policy Risks

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

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and policies, such as those affecting Denison’s mining operations and uranium transport could materially and adversely affect Denison’s results of operations and financial condition in a particular period or its long term business prospects.

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

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

Failure to Realize Benefits of the Corporation Acquisition and Future Acquisitions

Denison may not realize the benefits it expects if it completes the Arrangement. Based on its due diligence and review of the Corporation’s business, it expects that the Corporation’s business will be complementary to its own business, and has based its consideration for the Corporation’s shares on its understanding of the Corporation’s business. However, Denison may find undisclosed liabilities or other negative business factors that may negatively affect the attractiveness of the Corporation and its properties, or their value to Denison. In addition, Denison may not be as successful in integrating the Corporation’s properties and operations into its own business as it expects. These risks apply to other acquisitions in the future that Denison may decide to pursue. Denison may not realize the anticipated benefits of such future acquisitions or realize the full value of the consideration paid to complete the acquisition.

Operations in Foreign Jurisdictions

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

There are a number of provisions under the New Law that could significantly adversely affect the Gurvan Saihan Joint Venture in Mongolia (“GSJV”), including restrictions on the ability of a licensee to transfer its licences or interests in its uranium properties, and the ability of the Government of Mongolia to acquire a 34% to 51% interest, depending on the amount of historic exploration on the property that was funded by the Government of Mongolia, in each uranium property at no cost to the Government. Denison is currently in the process of restructuring the GSJV to meet the requirements of the New Law, pending government reviews and authorizations. In preparation for this restructuring, the Company acquired the Russian participant’s share in the GSJV for nominal cash consideration and release of the Russian participant’s share of unfunded joint venture obligations.

In addition, Denison may become involved in a dispute with respect to one of its foreign operations and may become subject to the exclusive jurisdiction of a foreign court or may find that it is not successful in subjecting foreign persons to

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the jurisdiction of the courts in Canada. Denison may also be prevented from enforcing its rights with respect to a government entity because of the doctrine of sovereign immunity.

Environmental, Health and Safety Risks

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

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

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

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

Aboriginal Title and Consultation Issues

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

Capital Intensive Industry; Uncertainty of Funding

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

Dependence on Key Personnel and Qualified and Experienced Employees

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

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of qualified and experienced employees to work in Denison’s operations and Denison’s ability to attract and retain such employees.

Potential Influence of KEPCO

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

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

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

The Exchange and Treatment of Common Shares pursuant to the Arrangement may be taxable for U.S. Holders

U.S. Holders of Common Shares should be aware that even if the Arrangement otherwise qualifies as a tax-deferred reorganization for U.S. federal income tax purposes, the exchange of Common Shares for Denison Shares pursuant to the Arrangement may be treated as a taxable disposition of Common Shares if, for example, the Corporation was treated as a PFIC during a U.S. Holder’s holding period for the Common Shares and Denison is not treated as a PFIC. U.S. Holders should review “Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations”, especially “Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations—U.S. Tax Consequences of the Arrangement if the Corporation was Classified as a PFIC during a U.S. Holder’s Holding Period”, and consult their own tax advisors regarding the PFIC status of the Corporation and Denison.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

To the knowledge of management of the Corporation, except as otherwise described herein, no director or executive officer of the Corporation at any time since the beginning of the last completed financial year of the Corporation, no proposed nominee for election as a director of the Corporation and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting. Ron Hochstein is the current President and Chief Executive Officer of, and is a director of, Denison. Mr. Hochstein was a director of the Corporation until November 13, 2012. Mr. Hochstein was not involved in the negotiation or approval of the Original Acquisition Agreement for either Denison or the Corporation and resigned as a director of the Corporation upon the Board determining to enter into the Original Acquisition Agreement and recommend it to Securityholders.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no informed person of the Corporation, proposed director of the Corporation or any associate or affiliate of an informed person or proposed director, has any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation of any of its subsidiaries.

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For the purposes of this Circular, an “informed person” means: (i) a director or officer of the Corporation; (ii) a director or officer of a person or company that is itself an informed person or subsidiary of the Corporation; or (iii) any person or company who beneficially owns, directly or indirectly, and/or exercises control or direction over voting securities of the Corporation carrying more than 10% of the voting rights attaching to all outstanding voting securities of the Corporation.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent for the Corporation is CIBC Mellon Trust Company through its office located in Vancouver, British Columbia.

AUDITOR

The auditor of the Corporation is Twigg & Company, Chartered Accountants through its office located in Saskatoon, Saskatchewan.

OTHER BUSINESS

Management of the Corporation knows of no other matters to come before the Meeting other than as referred to in the Notice of Meeting. However, if any other matters which are not known to management of the Corporation shall properly come before the Meeting, the Proxy given pursuant to the solicitation by management of the Corporation will be voted on such matters in accordance with the best judgment of the persons voting the Proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Securityholders may contact the Corporation to request copies of the Acquisition Agreement, the Corporation’s financial statements and management’s discussion and analysis (“MD&A”) by sending a written request to Suite 201, 315 22^nd Street East, Saskatoon, Saskatchewan, S7K 0G6. Further financial information is provided in the Corporation’s comparative audited consolidated financial statements for the financial year ended January 31, 2012 and related MD&A, which are also available on SEDAR at www.sedar.com.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

Denison has filed the Registration Statement with the SEC in order to register the issuance pursuant to the Arrangement of the Denison Shares to the Shareholders in exchange for their Common Shares. This Circular forms a part of the Registration Statement. The following documents have been filed with the SEC as a part of the Registration Statement: (i) the Acquisition Agreement; (ii) the Amending Agreement; (iii) the documents listed in this Circular as incorporated by reference herein; (iv) powers of attorney pursuant to which amendments to the Registration Statement may be signed; and (v) consents of auditors, counsel and engineers, among certain other documents.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Denison at Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2, Telephone (416) 979-1991. You may also read and copy the Registration Statement, including the exhibits to the Registration Statement, at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. In addition, the SEC maintains a web site at www.sec.gov, from which you can electronically access the Registration Statement, including the exhibits thereto.

DENISON URGES SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT AND CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

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APPROVAL OF INFORMATION CIRCULAR

The undersigned hereby certifies that the contents and the sending of this Circular have been approved by the directors of the Corporation.

DATED at Vancouver, British Columbia, this 17th day of December, 2012.

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GLOSSARY OF TERMS

“Acquisition Agreement” means the Original Acquisition Agreement and the Amending Agreement, read together;

“Acquisition Proposal” means:

“Amending Agreement” means the agreement entered into between the Corporation and Denison dated November 28, 2012 amending the terms of the Original Acquisition Agreement;

“Arrangement” means the arrangement under the provisions of Section 288 of the BCBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendment or supplement hereto made in accordance with the Acquisition Agreement or at the direction of the Court in the Final Order;

“Arrangement Effective Date” means the date designated by Denison by notice in writing as the effective date of the Arrangement, after all of the conditions of the Acquisition Agreement and the Final Order have been satisfied or waived;

“Arrangement Effective Time” means 12:01 a.m. (Vancouver time) on the Arrangement Effective Date;

“Arrangement Resolution” means the special resolution of Securityholders attached hereto as Appendix A;

“BCBCA” means the Business Corporations Act (British Columbia);

“Bid” means the offer to purchase the issued and outstanding common shares of the Corporation by Denison that was previously contemplated in the Original Acquisition Agreement;

“Board” means the board of directors of the Corporation;

“CIM” means the Canadian Institute of Mining, Metallurgy and Petroleum;

“Completion Deadline” means the date by which the Arrangement and the transactions contemplated by the Arrangement are to be completed, which date shall be no later than April 15, 2013;

“Corporation Option Plan” means the stock option plan of the Corporation as ratified, confirmed and approved by Shareholders on October 19, 2012;

“Court” means the Supreme Court of British Columbia;

“Credit Facility” means the credit facility in the amount of $60,000,000 entered into between Denison and the Bank of Nova Scotia as further described in the Denison AIF;

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“Denison AIF” means Denison’s Annual Information Form dated March 28, 2012 for the year ended December 31, 2011;

“Denison Option Plan” means the share option plan of Denison, as amended, last approved by the shareholders of Denison on November 20, 2006;

“Denison Replacement Options” means the stock options to be issued to Optionholders under the Denison Option Plan in accordance with the terms of the Plan of Arrangement;

“Denison Replacement Warrants” means the warrants to be issued by Denison to the Warrantholders in accordance with the terms of the Plan of Arrangement;

“Depositary” means Computershare Investor Services Inc.;

“Dissent Procedures” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“Dissenting Shareholder” shall have the meaning ascribed thereto in the Plan of Arrangement;

“DMI” means Denison Mines Inc., a predecessor Corporation of Denison;

“Energy Fuels Transaction” means the sale, which closed on June 29, 2012, of Denison’s U.S. subsidiaries holding all of Denison’s mining assets and operations located in the United States to Energy Fuels Inc. pursuant to which Denison shareholders received 1.106 common shares of Energy Fuels Inc. for each Denison Share held, while still retaining their Denison Shares;

“Final Order” means the order of the Court approving the Arrangement, as such order may be amended at any time prior to the Arrangement Effective Time, pursuant to section 291 of the BCBCA or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board;

“Interim Order” means the interim order of the Court, as such order may be amended, made in connection with the Arrangement and providing for, among other things, the calling and holding of the Meeting;

“KEPCO” means the Korea Electric Power Corporation;

“Lock-up Agreements” means the lock-up agreements entered into with each of the Locked-up Shareholders;

“Locked-Up Shareholders” means each of the directors and officers of the Corporation;

“Material Adverse Effect” means, in respect of a person, any effect that is, or could reasonably be expected to be, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), prospects, liabilities (whether absolute, accrued, conditional or otherwise), operations or results of operations of such person and its subsidiaries taken as a whole, other than any effect:

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provided, however, that the effect referred to in clause (a), (b) or (d) above does not primarily relate only to (or have the effect of primarily relating only to) Denison and its subsidiaries, taken as a whole, or disproportionately adversely affect Denison and its subsidiaries taken as a whole, compared to other companies of similar size operating in the industry in which it and its subsidiaries operate;

“NI 43-101” means the National Instrument 43-101 “Standards of Disclosure for Mineral Projects” of the Canadian Securities Administrators;

“NYSE MKT” means the stock exchange operated by NYSE MKT LLC;

“Non-Resident Holder” has the meaning ascribed thereto in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations—Shareholders Not Resident in Canada”;

“Options” means options to purchase Common Shares

“Optionholders” means holders of the Options;

“Original Acquisition Agreement” means the acquisition agreement entered into between the Corporation and Denison dated November 13, 2012;

“Plan of Arrangement” means the plan of arrangement substantially in the form and content of Appendix B attached hereto and any amendment or variation thereto made in accordance with the terms of the plan of arrangement, the Acquisition Agreement or is made at the direction of the Court in the Final Order;

“Registration Statement” means the registration statement on Form F-80 of Denison containing the Circular and related documents, including any amendments and exhibits thereto, filed with the SEC pursuant to the U.S. Securities Act;

“Regulatory Authority” means:

“Representatives” means, in respect of a person, its subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

“Resident Holder” has the meaning ascribed thereto in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations—Shareholders Resident in Canada”;

“SEC” means the Securities and Exchange Commission;

“Securityholders” means, collectively, Shareholders, Optionholders and Warrantholders;

“Securityholder Approval” means the approval of at least two-thirds of the votes cast on the Arrangement Resolution by the Securityholders voting together as a single class present in person or by proxy at the Meeting;

“SEDAR” means the System for Electronic Document Analysis and Retrieval;

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“Superior Proposal” means a bona fide Acquisition Proposal that:

“Tax Act” means the Income Tax Act (Canada);

“Toll Cross” means Toll Cross Securities Inc.;

“TSX” means the Toronto Stock Exchange;

“TSXV” means the TSX Venture Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“Warrants” means the share purchase warrants previously issued by the Corporation with an exercise price of $0.15 per Common Share relating to rights to purchase an aggregate of 3,730,000 Common Shares;

“Warrantholders” means the holders of Warrants.

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CONSENT OF PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS

To: The Board of Directors of JNR Resources Inc.