Denison Mines Corp.

2021 ESG Report

Published on April 12, 2022

Denison (or the 'Company') is a uranium exploration and development company that embraces Environment, Social and Governance ('ESG') principles in its operations. The Company has a long history of uranium mining in Ontario, Saskatchewan and the United States, and is currently positioned to advance the development of various uranium project interests located within the Athabasca Basin region of northern Saskatchewan, Canada.

ACKNOWLEDGEMENT

Denison’s exploration and evaluation operations in Saskatchewan, including its office in Saskatoon and various project interests in northern Saskatchewan, are located in regions covered by Treaty 6, Treaty 8 and Treaty 10, which encompass the traditional lands of the Cree, Dakota, Déne, Lakota, Nakota, Saulteaux, within the homeland of the Métis and within Nuhenéné.

Denison’s flagship Wheeler River Uranium Project is located in northern Saskatchewan within the boundaries of Treaty 10, in the traditional territory of English River First Nation, in the homeland of the Métis, and within Nuhenéné.

Denison’s Closed Mines operations in the Elliot Lake region of northern Ontario are located within the boundaries of the Robinson Huron Treaty of 1850, signatories to which include the Serpent River First Nation.

WHEELER RIVER & IN SITU RECOVERY ('ISR') MINING

Denison has an effective 95% interest in its flagship Wheeler River Uranium Project ('Wheeler River'), which is the largest undeveloped uranium project in the infrastructure-rich eastern portion of the Athabasca Basin region of northern Saskatchewan.

Denison is pioneering the application of the ISR mining method in the Athabasca Basin region, which has the potential to be a modern and environmentally responsible approach to economic uranium mining. ISR mining involves pumping a liquid mining solution through an orebody to dissolve and recover the uranium. With ISR, all mining activities are carried out from surface, and there will be no mining shafts or underground mining works, no open pits or major earthworks, as well as no tailings production.

OTHER PROJECT INTERESTS

Denison's interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint venture, which includes several uranium deposits and the operating McClean Lake uranium mill, which is contracted to process the ore from the Cigar Lake mine under a toll milling agreement and has further excess licensed capacity.

Denison also has a 25.17% interest in the Midwest Main and Midwest A deposits, and a 66.90% interest in the Tthe Heldeth Túé ('THT') and Huskie deposits on the Waterbury Lake property. Each of Midwest Main, Midwest A, THT and Huskie are located within 20 kilometres of the McClean Lake mill.

Through its 50% ownership of JCU (Canada) Exploration Company, Limited ('JCU'), Denison holds additional interests in various uranium project joint ventures in Canada, including the Millennium project (JCU 30.099%), the Kiggavik project (JCU 33.8123%) and Christie Lake (JCU 34.4508%).

Denison’s exploration portfolio includes further interests in properties covering ~300,000 hectares in the Athabasca Basin region.

CLOSED MINES

Through its Closed Mines group (formerly Denison Environmental Services), Denison manages its Elliot Lake closed mine reclamation projects and provides third-party post-closure mine care and maintenance services.

Disclaimer and Forward Looking Statements

Company Profile

Organizational Profile

Name

Denison Mines Corp.

Describe nature of activities, brands, products and services

Denison is a uranium exploration and
development company with interests focused
in the Athabasca Basin region of northern
Saskatchewan, Canada.

Denison is also engaged in closed mine care and
maintenance services through its Closed Mines
group, which manages Denison’s Elliot Lake
reclamation projects and provides third-party
services.

Link to Corporate Website

https://www.denisonmines.com/

Industry Classification

NAICS:
2131 Support activities for mining, and oil and
gas extraction
541620 Environmental consulting services
56291 Remediation services

ISIC:
M7490 Other professional, scientific and
technical activities n.e.c.

Market Capitalization

$1 Billion USD up to $5 Billion USD

Type of Operations

Exclusively non-producing operations

Company Headquarters

Toronto, Canada

Link to company's statements of: Purpose, Vision, Mission and Values; Sustainability/ESG strategy; previously published Sustainability/ESG performance or reports. (URL)

https://denisonmines.
com/site/assets/files/5053/2021-ehss-p.pdf

ESG Accountability

Role and Name of highest authority within company for Environment, Social and Governance strategy, programs and performance.

David Cates, President & CEO

ESG Reporting Period

Unless otherwise noted, all data contained in this report covers the following period:

From

2021-01-01

2021-12-31

Fiscal year end is December 31

Geographic Scope of Report

Unless otherwise noted, the data in this report covers ESG matters related to the following locations of operations

Canada

Identify notable exclusions, and reference any existing or planned reports that do or will address these (e.g, assets recently divested or acquired, non-managed joint ventures, specific exploration activities, recently closed sites, etc.)

This report does not have any notable
geographical exclusions.

This report includes information from
Denison's 28 directly operated properties
located in the provinces of Saskatchewan and
Ontario, including its 26 operated exploration
and evaluation projects in Saskatchewan and its
2 closed mine sites in Elliot Lake, Ontario.

For this reporting period, the majority of
Denison's disclosure centers on the
4 exploration programs conducted in 2021, its
evaluation efforts for its flagship Wheeler River
project and its Closed Mines operations in
Ontario.

Fragile and Conflict-Affected Situations

Identify all of the entity's countries of operations that align with the World Bank's list of "Fragile and Conflict-Affected Situations"

None

Business Operations Scope of Report

Denison is reporting on its operated projects
and not its minority joint ventures interests.

Mineral Resource Types in Scope

Which of the following mineral resource types are covered by this report

• Inferred
• Indicated

For further information on Denison's mineral
resources, please review the following
information:

Mineral Resources

Mineral Reserve Types in Scope

Which of the following mineral reserve types are covered by this report

Probable

For further information on Denison's mineral
resources, please review the following
information:

Mineral Reserves

Currency

Unless otherwise noted, all financial figures referenced in this report are in the following currency

CAD

Audit Status

Identify the degree to which any inputs of the report are third-party checked:

Self-Declared

Organizational Profile

Provide a list of externally-developed economic, environmental and social charters, principles, or other initiatives to which the organization subscribes, or which it endorses, e.g., GRI, UN Global Compact

For the purposes of this report, we are
disclosing information in adherence to the
following ESG standards:
• CDP - Carbon Disclosure Project
• GRI - Global Reporting Initiative
• GRI Comprehensive - Global Reporting
Initiative - Comprehensive
• GRI Core - Global Reporting Initiative - Lite
• GRI MM Supplement - Global Reporting
Initiative - Mining and Metals Supplement
• ICMM - The International Council on
Mining and Metals
• ISS - ISS ESG Governance Quality Score
• ONYEN - Institutional and Investor
Questions
• PRI - Principles of Responsible Investing -
UN Funded
• SASB - Sustainability Accounting Standards
Board
• SASB Modified - Sustainability Accounting
Standards Board - Modified
• UGC - UN Global Compact

Strategy

Provide a statement from the most senior decision-maker of the organization (i.e., CEO, chair, or equivalent senior position) about the relevance of sustainability to the organization and its strategy for addressing sustainability (CEO's message for this report)

The uranium mining industry is inherently
linked to the pursuit of global sustainability
through carbon neutrality and the use of clean
nuclear energy to reduce global reliance on
fossil fuels while also responding to increased
energy demands. The long-term fundamentals
of the uranium market are directly tied to
global acceptance of nuclear energy as an
important contributor to the global power mix.

Denison has committed to principles of
transparency on ESG-related matters,
externally and internally, and anticipates this
commitment will provide a competitive
advantage.

Please refer to attached document.

Message from Denison's President & CEO

President & CEO - David Cates

Provide a description of key impacts, risks, and opportunities,

In assessing the potential paths to reduce
carbon emissions, many nations, policymakers,
and interest groups have recognized the critical
role that reliable baseload nuclear power (and
the uranium supply for that power) must play to
achieve decarbonization objectives for a “clean
energy transition”.

Denison is positioning itself to become Canada’
s next low-cost and sustainable uranium
producer.

Uranium production by Denison will be
dependent in part on the successful
development of its known ore bodies,
advancement and/or growth of existing
resources and/or discovery of new resources.

Exploration for minerals and the development
of mineral resources are speculative and
involve significant uncertainties and financial
risks that even a combination of careful
evaluation, experience and technical
knowledge may not fully eliminate.

Development projects are subject to the
completion of successful feasibility studies,
engineering studies and environmental
assessments, the issuance of necessary
governmental permits and the availability of
adequate financing, the completion or
attainment of which are subject to their own
risks and uncertainties.

Ethics and Integrity

Provide a description of the organization’s values, principles, standards, and norms of behaviour

Denison adheres to comprehensive Code of
Ethics, Anti-Bribery Policy, and Workplace,
Violence and Harassment Policy.

Please see links below.

Code of Ethics

Anti-Bribery Policy

Workplace Violence and Harassment Policy

Environment

Compliance

a. Report fines and non-monetary sanctions for non-compliance with environmental laws and/or regulations in terms of:

i. Total monetary value of significant fines

ii. Total number of non-monetary sanctions

iii. Cases brought through dispute resolution mechanisms

b. If the organization is in compliance with environmental laws and/or regulations, a brief statement if this fact is sufficient

Across Denison's varied operations, it focuses
on and maintains compliance with
environmental laws and regulations.

Greenhouse Gas Emissions

Scope 1

For your operations, disclose the gross global Scope1 greenhouse gas (GHG) emissions to the atmosphere of the seven GHGs covered under the Kyoto Protocol (tonne CO₂-e):

Carbon dioxide (CO₂) (tonne CO₂-e)

1270.97

Methane (CH₄) (tonne CO₂-e)

Nitrous oxide (N₂O) (tonne CO₂-e)

Hydrofluorocarbon-23 (CHF₃) (tonne CO₂-e)

Hydrofluorocarbon-32 (CH₂F₂) (tonne CO₂-e)

Sulphur hexafluoride (SF₆) (tonne CO₂-e)

Nitrogen trifluoride (NF₃) (tonne CO₂-e)

Perfluoromethane (CF₄) (tonne CO₂-e)

Perfluoroethane (C₂F₆) (tonne CO₂-e)

Perfluorobutane (C₄F₁₀) (tonne CO₂-e)

Perfluorohexane (C₆F₁₄) (tonne CO₂-e)

The total amount of gross global Scope 1 GHG emissions (CO₂-e) (tonne)

1270.97

The percentage of its gross global Scope 1 GHG emissions that are covered under an emissions-limiting regulation or program that is intended to directly limit or reduce emissions, such as cap-and-trade schemes, carbon tax/fee systems, and other emissions control (e.g., command-and-control approach) and permit-based mechanisms.

100.0000%

Canada's federal carbon pricing system is used
in several provinces, including Saskatchewan
and Ontario. This results in a regulatory
charge on fossil fuels like gasoline and natural
gas. Pursuant to Canada's Greenhouse Gas
Pollution Pricing Act, most fuels are subject to a
fuel charge the rates of which reflect a carbon
pollution price of $40 per tonne of CO2e in
2021 calculated as a charge per litre of certain
fuels, the amount of which is determined based
on global warming potential factors and
emission factors used by Environment and
Climate Change Canada to report Canada's
emissions to the United Nations Framework
Convention on Climate Change. For gasoline at
December 31, 2021, as an example, the fuel
charge was $0.0884 per litre.

Discuss any change in its emissions from the previous reporting period, including whether the change was due to emissions reductions, divestment, acquisition, mergers, changes in output, and/or changes in calculation methodology.

The scope of, and energy use by, Denison's
exploration and evaluation activities are likely
to change annually, as planned programs are
selected for certain projects each year.

The scope of, and energy use by, Denison's
Closed Mines operations are not likely to
increase, and consideration is being given to
opportunities for reduction where practicable.

In the case that current reporting of GHG emissions to the CDP or other entity (e.g., a national regulatory disclosure program) differs in terms of the scope and consolidation approach used, the entity may disclose those emissions.

This GHG emissions disclosure does not differ
in terms of scope or approach from SASB
required accounting.

The entity may discuss the calculation methodology for its emissions disclosure, such as if data are from continuous emissions monitoring systems (CEMS), engineering calculations, or mass balance calculations.

This emissions disclosure is based on
engineering calculations derived from fuel and
energy purchasing data.

The entity may, where relevant, provide a breakdown of its emissions by mineral or business unit.

Saskatchewan Exploration & Development:
47,852.992 CO₂-e (tonne)

Ontario Closed Mines:
9,778.396 CO₂-e (tonne)

Denison's exploration and development
activities are undertaken in northern remote
locations without access to grid
electricity. GHG emitting energy sources are
required for electricity generation, equipment
operation, and transportation and housing of
Denison's employees.

The entity shall discuss its long-term and short-term strategy or plan to manage its Scope 1 greenhouse gas (GHG) emissions.

Denison is investing in the research and
development of the ISR mining method for
uranium extraction as part of the feasibility
assessment for its Wheeler River project.
If successful in achieving production at
Wheeler River, the scope of the Company's
operations (and energy usage) may increase
significantly due to the change in scope
attributable to the transition from evaluation
activities to construction and
production. While the Company's energy usage
may increase significantly, an increase in GHG
emissions may be partly offset by use of
alternative sources of energy currently scoped
for the project, such as grid electricity.

Overall, the ISR project plan (as currently
scoped in the pre-feasibility study for the
project) is intended to have a lower GHG
project footprint than other conventional
mining methods.

Additionally, in scoping its project evaluation
and exploration plans, Denison is taking into
account opportunities for investment in
technologies and equipment to reduce
potential GHG emissions in future operations.

Denison is planning to monitor and evaluate its
GHG footprint and analyze strategies to set
GHG targets in the coming years.

Discussion of the activities and investments required to achieve the plans and/or targets, and any risks or limiting factors that might affect achievement of the plans and/or targets.

The availability and effectiveness of Denison's
efforts to plan for the use of methods and
technologies to reduce the GHG emissions of
future operations cannot be guaranteed.

For example, supply of such equipment and
technologies may be limited or the relatively
small scope of Denison's individual projects
may not bear the cost of such technologies.

In addition, Denison prioritizes working with
Indigenous-owned and local vendors for its
Saskatchewan operations. Technological
advancements to address GHG emissions may
not be as readily available to such vendors or
commercially practical for Denison's
operations.

Discussion of the scope of strategies, plans, and/or reduction targets, such as whether they pertain differently to different business units, geographies, or emissions sources.

Denison's operations are focused on the de-
risking and planning for potential development
of its flagship Wheeler River project. This is
also where the Company sees the greatest
opportunity for the implementation of best
practices with respect to GHG reduction
strategies, plans and targets in its
Saskatchewan operations.

Discussion of whether its strategies, plans, and/or reduction targets are related to, or associated with, emissions limiting and/or emissions reporting-based programs or regulations (e.g., the EU Emissions Trading Scheme, Quebec Cap-and-Trade System, California Cap-and-Trade Program), including regional, national, international, or sectoral programs.

Denison's operations are not subject to
emissions limiting and/or emissions reporting
programs or regulations.

i. Rationale for choosing the base year for the calculation

2021 is Denison's first year of formal ESG
reporting which incorporates emissions
reporting.

Intensity Ratio

The total amount of gross global Scope 1 GHG emissions (CO₂-e) (tonne)

1270.97

Reduction of GHG emissions

GHG emissions reduced as a direct result of reduction initiatives (in metric tonnes of CO2 equivalent).

Denison is in the growth phase, with a
significant focus of its operations on its
exploration and development staged projects in
Saskatchewan. Denison's GHG emissions
reduction strategy is concentrated on
opportunities to minimize the growth of GHG
emissions as the scope of its operations grow.

Carbon Offset

Credits

How much CO₂ (metric tonnes) offset credits were purchased?

Air Emissions

Report emissions of air pollutants that are released into the atmosphere:

Emissions of carbon monoxide, reported as CO (tonne)

Emissions of oxides of nitrogen (NOx), reported as NOx (tonne)

Emissions of oxides of sulphur (SOx), reported as SOx (tonne)

Emissions of Particulate Matter 10 micrometres or less in diameter (PM₁₀), reported as PM₁₀ (tonne)

Emissions of lead and lead compounds, reported as Pb (tonne)

Emissions of mercury and mercury compounds, reported as Hg (tonne)

Emissions of non-methane Volatile Organic Compounds (VOCs) (tonne)

Discuss the calculation methodology for emissions disclosure

Not Applicable

Denison's operations do not emit measurable
amounts of these types of emissions.

Energy Management

Total energy consumed in aggregate, in gigajoules (GJ) (hydrocarbons and electricity) including the fuel types used (e.g., biomass, hydro-electric power or bioenergy)

16700

Percentage energy consumed that was supplied by grid electricity

8.3832%

Percentage of energy consumed that is renewable energy

2.9940%

Water

Efficiency

Proportion of water reused and recycled by the site to reduce the overall consumptive water demand:

Does Not Apply

Denison's exploration and evaluation
operations draw water to support drilling
programs, which water usage is permitted by
the Province of Saskatchewan. Denison's
Closed Mines operations do not consume
water, and treats surface water that is
captured on its decommissioned mine sites and
releases that water back into the environment.

Water Management

Disclose the freshwater withdrawn in locations with High or Extremely High Baseline Water Stress as a percentage of the total water withdrawn

Does Not Apply

Denison does not withdraw water from
locations with High or Extremely High Baseline
Water Stress.

Disclose freshwater consumed in locations with High or Extremely High Baseline Water Stress as a percentage of the total water consumed:

Does Not Apply

Was your organization subject to any fines, enforcement orders, and/or other penalties for water-related regulatory violations

Total number of instances of non-compliance, including violations of a technology-based standard and exceedances of quality-based standards.

Disclosure of incidents governed by national, state, and local statutory permits and regulations, including, but not limited to, the discharge of a hazardous substances, violation of pretreatment requirements, or total maximum daily load (TMDL) exceedances.

There were two minor environmental incidents
in 2021, which were reported to Saskatchewan
Ministry of Environment in accordance with the
Company's permit obligations. These incidents
affected less than 2 cubic meters of our
operating area and were promptly remediated.
No further actions were required.

Dislcosure of violations, regardless of their measurement methodology or frequency.

Denison did not have any environmental
violations in 2021.

Water and Effluents

Water Consumption

Report the total water consumption from all areas in megaliters

Information Unavailable

Denison operates in water-rich areas of
Canada, and its water usage is permitted as
applicable. Denison is considering methods for
capturing further water usage and
consumption data for future periods, to
continuously improve its water usage and
consumption tracking as its operations increase
in complexity.

Report the total water consumption from all areas with water stress in megaliters

Denison does not operate in areas with water
stress.

Waste Management

Total amount of tailings waste generated from mining activities by the entity during the reporting period (tonne)

Percentage of tailings waste that was recycled during the reporting period:

Does Not Apply

Total amount of mineral processing waste generated by the entity during the reporting period (tonne), e.g. tailings and slag

Denison does not have any direct mineral
processing operations.

Percentage of mineral processing waste that was recycled during the reporting period:

Does Not Apply

Disclose the total weight of tailings produced (tonne)

Tailings Storage Facilities Management

Does your company manage Tailings Storage Facilities

Yes

Denison's Closed Mines operations operate
tailings storage facilities for Denison's closed
mines in Elliot Lake, Ontario.

Innovation

Spending on Research, Development, and Technologies for waste management compliance and improvement

$25,500

Describe nature of spending on Research, Development and Technologies for waste management compliance and improvement

In Saskatchewan, Denison's team has
undertaken in-depth scoping studies with
respect to the use of, and effective waste
management for, the ISR mining method
proposed for Wheeler River. As these efforts
are being carried out as part of integrated
evaluation studies for the project, the spending
on this cannot be reliably captured on its own.

Denison's Closed Mines team provides care
and maintenance services for Denison's closed
mines in Elliot Lake as well as for third
parties. The team is dedicated to compliance,
best practices and improvement. Accordingly,
not all of its innovative efforts can be reliably
captured as Denison research and development
expenditures.

The spending noted above reflects specific
research and development projects undertaken
by Closed Mines in 2021, described in the
attached.

Closed Mines R&D

Biodiversity

Management Plan

List the environmental and biodiversity management plan(s) implemented at active sites

Denison is undertaking an Environmental
Assessment ('EA') for the Wheeler River
project in accordance with the requirements of
both the Canadian Environmental Assessment
Act, 2012 and the Saskatchewan
Environmental Assessment Act. An EA is a
planning and decision-making tool, which
involves predicting potential environmental
effects through each phase of the project being
assessed.

For example, for the Wheeler River project,
Denison is undertaking baseline data studies to
determine biodiversity. In addition, in
connection with that project's advancement,
Denison is committed to developing
environmental monitoring plans.

As of December 2021, Denison operates 26
exploration projects in the Athabasca Basin
region of Northern Saskatchewan. Denison's
investment in environmental monitoring for
Wheeler River will inform similar undertakings
for the exploration and development of
Denison's other properties in the region.

For its Closed Mines operations in Elliot Lake,
Ontario, decommissioning and restoration of
Denison's historic mine sites has been
completed, and the Company is engaged in
long-term monitoring. All activities and
monitoring results are reviewed regularly by
the Canadian Nuclear Safety Commission and
the Elliot Lake Joint Regulatory Group, which
consists of federal and provincial
regulators. See the link below for a report on
Denison's Closed Mines operations.

2020 Closed Mines Annual Report

Boreal Shield Habitat Study

Closed Mines Reclamation & Biodiversity

Boreal Shield Habitat Study

1.1 Mine lifecycle stages to which the plan(s) apply

• Exploration and appraisal
• Site development
• Restoration

1.2 The topics addressed by the plan(s)

• Ecological and biodiversity impacts
• Waste generation
• Noise impacts
• Discharges to water
• Natural resource consumption
• Hazardous chemical usage

1.3 The underlying references for its plan(s), including whether they are codes, guidelines, standards, or regulations; whether they were developed by the entity, an industry organization, a third-party organization (e.g., a non-governmental organization, a governmental agency, or some combination of these groups)

Denison's management programs and
procedures are in compliance with applicable
provincial regulations on biodiversity
management.

For the Wheeler River project, Denison is
conducting an environmental assessment
pursuant to the Saskatchewan Environmental
Assessment Act and the Canadian
Environmental Assessment Act, 2012.

The Closed Mines operations are operating in
compliance with federal and provincial licenses,
which reflect the 1995 Decommissioning
Environmental Impact Assessment of the
Denison and Stanrock Mining Areas in Elliot
Lake, Ontario.

Impacts of Policies and Procedures

Where relevant, describe specific policies and practices that apply to areas with protected conservation status and/or areas of critical habitat, which are defined by the International Finance Corporation (IFC) Performance Standard 6:

Denison does not operate in any areas with
protected conservation status or critical
habitats.

Where environmental management policies and practices differ significantly by mineral resource (e.g., bauxite mining as compared to silver mining) then describe differences for each resource.

Denison is a company focused on uranium
resources and assets and its environmental
management policies and practices are focused
on this resource only.

Impacts

Does access to the site involve traversing a protected area

None of the 26 mineral exploration and
development properties Denison operates, nor
the Closed Mines operations, require
traversing a protected area.

Do any of the entities concessions share a watershed with a protected area

Provide context and description of site access involving traversing protected areas, and/or watersheds shared with a protected area. Include reference to measures in place to assure access, any proactive programs to support the biodiversity of the protected area, and any formal complaints or compliance issues and related steps to resolve

Access to Denison-operated projects in
Saskatchewan are by road or air from
Saskatoon. Vehicle access is primarily through
the provincial highway system which is
connected to the projects through access roads
that do not traverse protected areas or critical
habitats.

Denison's closed mines operations are in close
proximity to the town of Elliot Lake, Ontario
and direct access to the sites does not traverse
protected areas or critical habitats.

Denison's Operations are Outside Saskatchewan Protected Areas

Percentage of proved reserves in sites with protected conservation status or in areas of endangered species habitat:

Does Not Apply

Percentage of probable reserves in sites with protected conservation status or in areas of endangered species habitat:

0.0000%

Grade (in percentage %) of probable reserves located in areas either with protected conservation status or in areas of endangered species habitat

Denison does not operate in areas with
protected conservation status or in areas of
endangered species habitat.

Percentage of inferred, indicated and measured reserves in sites with protected conservation status or in areas of endangered species habitat:

0.0000%

Social

Employment

Scale of the Organization

i. Report the total number of direct employees worldwide (exclude contractors)

Female employees and contractors as percentage of total employees and contractors

45.7627%

Male employees and contractors as percentage of total employees and contractors

54.2373%

vi. Total number of non-binary employees and contractors worldwide

Non-binary employees and contractors as percentage of total employees and contractors

0.0000%

Total number of employees and contractors with gender not disclosed

Employees and contractors with gender not disclosed as percentage of total employees and contractors

0.0000%

Report the total number of operations

This reflects Denison's exploration and
evaluation operations in Saskatchewan, its
Closed Mines operations in Elliot Lake, Ontario
and its head office in Toronto, Ontario.

Employee Information

Report the total number of direct employees by employment type (permanent and temporary), by gender:

Total number of permanent employees

As at December 31, 2021.

Total number of permanent employees - female

Total number of permanent employees - male

Total number of permanent employees - Non-binary

Total number of permanent employees - Gender not disclosed

Total number of temporary employees

Total number of temporary employees - female

Total number of temporary employees - male

Total number of temporary employees - Non-binary

Total number of temporary employees - Gender not disclosed

Report the total number of employees by employment type (full-time and part-time), by gender:

Total number of full-time employees - female

Total number of part-time employees - female

Total number of full-time employees - male

Total number of part-time employees - male

Total number of full-time employees - Non-binary

Total number of part-time employees - Non-binary

Total number of full-time employees - Gender not disclosed

Total number of part-time employees - Gender not disclosed

Turnover

Report the total number and rate of employee turnover during the reporting period, by age group, and gender

All Employees:

Total number of turnover (the number that left during the period)

Some employment positions at Denison are
directly linked to the services the Closed Mines
group provides for third parties. In 2021,
certain service contracts were completed,
resulting in higher than average employee
turnover during the period.

Rate of turnover

30.4000%

Female employees:

Total number of turnover (the number of females that left during the period)

Rate of turnover, females

14.5455%

Male employees:

Total number of turnover (the number of males that left during the period)

Rate of turnover, males

42.8571%

Non-binary employees:

Total number of turnover (the number non-binary that left during the period)

Rate of turnover, non-binary

Does Not Apply

Turnover & Age Breakdown

Employees aged 30 years old and under:

Total number of turnover (the number that left during the period)

As percent of total employees

8.4746%

Rate of turnover

0.0000%

Employees aged between 30 and 50 years old:

Total number of turnover (the number that left during the period)

As percent of total employees

64.4068%

Rate of turnover

16.6667%

Employees over 50 years old:

Total number of turnover (the number that left during the period)

As percent of total employees

27.1186%

Rate of turnover

57.7778%

Identify types of employees captured in the turnover rate calculations

Other, please specify

Permanent employees (excluding temporary
workers).

Average age of employees

Labour Relations

Collective Bargaining Agreements

Percentage of total direct employees covered by collective bargaining agreements:

0.0000%

Occupational Health and Safety

Work-related Injuries

Injuries - For all employees:

i. Number of fatalities as a result of work-related injury

i. Rate of fatalities resulting from work-related injury. Note: calculating per 200,000 hours worked

ii. Number of high-consequence work-related injuries (excluding fatalities)

ii. Rate of high-consequence work-related injuries (excluding fatalities)

iii. Number of recordable work-related injuries

iii. Rate of recordable work-related injuries

iv. Main types of work-related injury, e.g., confined space, trips, falls, etc.

Denison did not have any recordable work-
related injuries during this reporting period.

v. Number of hours worked

111184

Lost Time Injuries (LTIs)

Lost Time Injuries Rate (LTIR)

Injuries - workers who are not employees but whose work and/or workplace is controlled by the organization:

i. Number of fatalities as a result of work-related injury

i. Rate of fatalities resulting from work-related injury. Note: calculating per 200,000 hours

ii. Number of high-consequence work-related injuries (excluding fatalities)

ii. Rate of high-consequence work-related injuries (excluding fatalities)

iii. Number of recordable work-related injuries

iii. Rate of recordable work-related injuries

iv. Main types of work-related injury, e.g., confined space, trips, falls, etc.

Denison did not have any recordable work-
related injuries during this reporting period.

v. Number of hours worked

60636

Lost Time Injuries (LTIs)

Lost Time Injuries Rate (LTIR)

Combined (Employees and non-employees, but controlled by the organization):

Total Hours Worked

171820

Total number of all work-related injuries

Rate of work-related injuries

Total Lost Time Injuries (LTIs)

Lost Time Injuries Rate (LTIR)

Report the work-related hazards that pose a risk of high-consequence injury, including:

i. How have these hazards been determined

Denison has identified the following activities
as potentially high-consequence in its
operations:

1. Working alone
2. Loading equipment onto trucks and trailers
3. Working with, or in the vicinity of, heavy
equipment
4. Radiation exposure
5. Highway driving
6. Working with chemicals
7. Working with explosive devices, as
applicable

ii. Which of these hazards have caused or contributed to high-consequence injuries during the reporting period

None of the aforementioned hazards
contributed to an injury in this reporting period.

iii. Actions taken or underway to eliminate these hazards and minimize risks using the hierarchy of controls

Denison has successfully implemented safety
training and procedures to minimize the risks of
the identified hazards.

For example, all exploration and evaluation
workers that have the potential to be exposed
to radiation wear an individually assigned
personal dosimeter with exposure results
confirmed quarterly.

Report on actions taken or underway to eliminate other work-related hazards and minimize risks using the hierarchy of controls

Operational policies are constantly reviewed
by Denison's Health & Safety Manager and the
Company's health and safety committees, with
a goal of eliminating work-related hazards.

For example, there were 6 non-reportable
minor injuries in 2021, some of which were
deemed preventable with the use of
appropriate personal protection equipment
such as gloves.

Whether and, if so, why any workers have been excluded from this disclosure, including the types of worker excluded, e.g., short-term contractors

Denison did not track incidents by short-term
contractors, as these individuals in most cases
were not directly supervised by Denison or able
to participate in Denison's health and safety
training and reporting practices.

Safety Training

Disclose the average number of training hours provided to its workforce for health, safety, and emergency management training.

Average hours of health, safety, and emergency response training for (a) full-time/direct employees:

4.58

Diversity and Equal Opportunity

b. Report the percentage of employees per employee category in each of the following diversity categories

Board of Directors:

Total Board of Directors

Percent Male

75.0000%

Percent Female

25.0000%

Percent Non-Binary

0.0000%

Percent under 30 years of age

0.0000%

Percent between 30 and 50 years of age

25.0000%

Percent over 50 years of age

75.0000%

Senior Management:

Total Senior Managers

Percent Male

60.0000%

Percent Female

40.0000%

Percent Non-Binary

0.0000%

Percent under 30 years of age

0.0000%

Percent between 30 and 50 years of age

80.0000%

Percent over 50 years of age

20.0000%

Salaried (excluding Senior Management):

Total Middle Managers

The majority of Denison's employees are
salaried. Denison has a management team,
excluding Senior Management, of 21 salaried
employees of which 11 (52.38%) are male and
10 (47.62%) are female.

Percent Male

52.1739%

Percent Female

47.8261%

Percent Non-Binary

0.0000%

Percent under 30 years of age

6.5217%

Percent between 30 and 50 years of age

69.5652%

Percent over 50 years of age

23.9130%

Technical Employees (skilled hourly):

Total Technical Employees

Percent Male

50.0000%

Percent Female

50.0000%

Percent Non-Binary

0.0000%

Percent under 30 years of age

0.0000%

Percent between 30 and 50 years of age

25.0000%

Percent over 50 years of age

75.0000%

Production Employees (unskilled hourly):

Total Production Employees

Percent Male

75.0000%

Percent Female

25.0000%

Percent Non-Binary

0.0000%

Percent under 30 years of age

25.0000%

Percent between 30 and 50 years of age

25.0000%

Percent over 50 years of age

50.0000%

Contractors:

Security, Human Rights and Rights of Indigenous People

Identify the countries of operations within the World Bank's list of “Fragile and Conflict-Affected Situations”

None

Describe the nature of any social risks, for all operating countries, that could have a material risk to operations

Denison’s relationships with communities of
interest are critical to ensure the future success
of its existing operations and the construction
and development of its projects. Managing
relations with the local First Nations and Métis
communities is a matter of paramount
importance to Denison. Engagement with, and
consideration of other rights of, potentially
affected Indigenous peoples may require
accommodations, including undertakings
regarding funding, contracting, environmental
practices, employment and other matters and
could affect the timetable and costs of
exploration, evaluation and development of
Denison’s projects.

Percentage of proved reserves that are located in or near areas of active conflict:

Does Not Apply

The total amount of proved reserves

Grade of proved reserves locate in or near areas of active conflict

Denison does not operate in or near areas of
active conflict. Denison's share of proven
mineral reserves are from a non-operated
project that falls outside the scope of this
report.

Percentage of probable reserves that are located in or near areas of active conflict:

0.0000%

The total amount of probable reserves

103900000

Denison's share of pounds of uranium
concentrates (U3O8), on Denison-operated
projects.

Please refer to the "Prefeasibility Study Report
for the Wheeler River Uranium Project
Saskatchewan, Canada” dated October 30,
2018 and Denison's Annual Information Form
dated March 25, 2022 for more information.

Percentage of inferred, indicated and measured reserves that are located in or near areas of active conflict:

0.0000%

Total amount of inferred, indicated and/or measured reserves

140700000

Denison's share of pounds of uranium
concentrates (U3O8) on Denison's operated
projects (Wheeler River and Waterbury Lake)
are comprised of:
- Indicated mineral resources: 134,100,000 lbs
U3O8
- Inferred mineral resources: 6,600,000 lbs
U3O8

Please refer to the following reports, available
on Denison's website, for more information:
- Denison's Annual Information Form dated
March 25, 2022;
- "Prefeasibility Study Report for the Wheeler
River Uranium Project Saskatchewan, Canada”
dated October 30, 2018 ; and/or
- "Preliminary Economic Assessment for the
Tthe Heldeth Túé (J Zone) Deposit, Waterbury
Lake Property, Northern Saskatchewan,
Canada” effective October 30, 2020.

Percentage of proved reserves that are located in or near areas that are considered to be indigenous peoples’ land:

Does Not Apply

The total amount of proved reserves

Percentage of probable reserves that are located in or near areas that are considered to be indigenous peoples’ land:

100.0000%

Denison respectfully acknowledges that our
business operates in Canada on lands that are
in the traditional territory of Indigenous
peoples. Denison’s exploration and evaluation
operations in Saskatchewan, including its office
in Saskatoon and various project interests in
northern Saskatchewan, are located in regions
covered by Treaty 6, Treaty 8 and Treaty 10,
which encompass the traditional lands of the
Cree, Dakota, Déne, Lakota, Nakota, Saulteaux,
within the homeland of the Métis and within
Nuhenéné. Denison’s Closed Mines operations
in the Elliot Lake region of northern Ontario are
located within the boundaries of the Robinson
Huron Treaty of 1850, signatories to which
include the Serpent River First Nation.

The total amount of probable reserves

103900000

Denison's share of pounds of uranium
concentrates (U3O8).

Grade of probable reserves locate in or near areas that are considered to be indigenous peoples’ land

Please refer to our Prefeasibility Study Report
for the Wheeler River Uranium Project at the
following link:

Prefeasibility Study Report for the Wheeler
River Uranium Project Saskatchewan, Canada:
October 30, 2018

Percentage of inferred, indicated and measured reserves that are located in or near areas that are considered to be indigenous peoples’ land:

100.0000%

Total amount of inferred, indicated and measured reserves

140700000

pounds of uranium concentrates (U3O8) on
Denison's operated projects (Wheeler River
and Waterbury Lake), comprised of:
- Indicated mineral resources: 134,100,000 lbs
U3O8
- Inferred mineral resources: 6,600,000 lbs
U3O8

Describe due diligence practices and procedures with respect to indigenous rights of communities in which it operates or intends to operate

Denison is following best practices for early
engagement with Indigenous communities
regarding regulatory and permit applications,
to ensure that Denison is informed of any
questions or concerns related to the rights and
interests of Indigenous communities prior to
project commencement. This process includes
ensuring Indigenous communities have the
capacity to meaningfully participate.

Denison’s intentions are expressed in its
Indigenous Peoples Policy, which reflects
Denison's recognition of the important role of
Canadian business in the process of
reconciliation with Indigenous peoples in
Canada and outlines the Company's
commitment to take action towards advancing
reconciliation.

Denison’s approach has also been formalized
through various agreements, for both the
exploration and development project stage. For
example, with English River First Nation
('ERFN'), Denison has executed:
• The Participation and Funding Agreement,
in connection with the advancement of the
Wheeler River ISR mining operation; and
• The Exploration Agreement, with respect to
Denison's exploration and evaluation activities
within ERFN traditional territories.

Even where there is no formalized agreement
with an Indigenous community, Denison offers
a proactive process with capacity support to
encourage participation.

Indigenous Peoples Policy

Describe its due diligence practices and procedures with respect to human rights

Denison operates in a jurisdiction known for its
commitments to, and enshrined protections for,
fundamental human rights. Denison requires
adherence to all applicable federal, provincial
and state employment and human rights
laws. In addition, Denison is determined to
operate in a socially responsible way that
respects human rights and manages human
rights impacts in its operations.

Please refer to the Human Rights section of our
Code of Ethics at the following link:

Code of Ethics

Discuss practices and list procedures while operating in areas of conflict

Denison does not operate in areas of conflict.

Community Relations

Artisanal and Small-Scale Mining

Number of company operating sites where artisanal and small-scale mining (ASM) takes place on, or adjacent to, the site (not controlled by company/unauthorized):

Percentage of company operating sites where artisanal and small-scale mining (ASM) takes place on, or adjacent to, the site

Does Not Apply

Report the associated risks and the actions taken to manage and mitigate these risks

Denison does not have operations in or
adjacent to artisanal and small-scale mining
operations.

Programs

Report on community relations programs, objectives and achievements in the past 3 years

Denison’s focus on community relations
programs is to ensure open communication and
information sharing as well as the support of
community-led initiatives that focus on
community wellness.

The program is commensurate with the size
and scale of Denison, with the intention to scale
up over time as Denison grows.

Pinehouse Snowmobile Rally

Denison Corporate Social Responsibility

Sakitaway Elders Garden, Ile a la Crosse

Elliot Lake Closed Mine Site Tour

National Day for Truth and Reconciliation

Cultural Camp, English River First Nation

Discuss the processes, procedures, and practices to manage risks and opportunities associated with the rights and interests of communities in areas where it conducts business

Denison endeavours to ensure open lines of
communication with local communities in the
areas in which it operates and responds
promptly to inquiries and requests.

For example, Denison prepares annual
newsletters for the community, to ensure
transparency with respect to its Closed Mines
operations.

Denison has also sought opportunities for
relationship building and the execution of
formal agreements to address the rights and
interests of communities in areas near where it
conducts operations.

For example, in Saskatchewan, Denison has
entered into the Participation and Funding
Agreement with ERFN, in connection with the
advancement of the Wheeler River ISR mining
operation and the Exploration Agreement with
ERFN, with respect to Denison's exploration
and evaluation activities within ERFN
traditional territories.

2021 Closed Mines Newsletter

Risks and Opportunities

Disclose the total number of site shutdowns or project delays due to non-technical factors.

Disclose the total aggregate duration (in days) of site shutdowns or project delays due to non-technical factors.

Governance

Climate Change

Oversight

Is there board-level oversight of climate-related issues within your organization

Yes

The Board of Directors has ultimate oversight
of climate-related issues. The Board has given
each of the Committees a mandate which
includes the oversight of risk relevant to their
area of responsibility, and such Committees
report to the Board.

Responsibility

Provide the highest management-level position(s) or committee(s) with responsibility for climate-related issues:

Risk committee

Denison's management risk committee was
established to oversee risk reporting to the
Board and its Committees. The Risk
Committee is comprised of Denison's Executive
Vice President & Chief Financial Officer, its
Vice President Legal, and its Director Internal
Audit and Risk.

Nature of primary responsibility

Both assessing and managing climate-related
risks and opportunities

Reporting

Frequency of reporting to the board on climate-related issues

As important matters arise

In 2021, management reported periodically on
risk-related matters.

Incentives

Do you provide incentives for the management of climate-related issues, including the attainment of targets

Other, please specify

Denison's program for assessing and managing
climate-related risks and opportunities is
focused on matters likely to impact its
operations and industry, commensurate for the
stage of its operations. As Denison is primarily
engaged in exploration and development in the
Athabasca Basin of Northern Saskatchewan,
with no steady-state production or other
material operations, the Company’s most
significant climate-related issues are largely
related to the operation of remote camp sites in
areas susceptible to forest fires (which can be
adversely impacted by climate change
phenomenon). The Company’s incentives
around health and safety performance capture
this type of climate-related risk and set targets
for safe operation of sites (including forest fire
preparedness).

Risk and Opportunity Management

Does your organization have a process for identifying, assessing, and responding to climate-related risks and opportunities

Yes

Risk Assessments

Have you identified any inherent climate-related risks with the potential to have a substantive financial or strategic impact on your business

Other, please specify

The Company has identified that forest fires
(the likelihood and scope of which may be
impacted by climate change) could have a
substantive financial or strategic impact on its
operations, due to the location and remoteness
of Denison's exploration and Closed Mines
operational sites. In addition, extreme water
levels caused by climate change could
negatively impact Closed Mines care and
maintenance operations. The evaluation of
other climate-related risks remains ongoing.

Opportunity Assessments

Have you identified any climate-related opportunities with the potential to have a substantive financial or strategic impact on your business

Other, please specify

Denison has identified the most significant
opportunity for Denison's business being the
potential to become a uranium producer during
a period of strong increased support globally
for nuclear energy's role in a clean energy
transition.

Strategy

Have climate-related risks and opportunities influenced your organization’s strategy and/or financial planning

Yes

Uranium mined in Canada is used exclusively
for the production of nuclear energy, which is a
reliable and low-cost source of carbon free
electricity.

Energy consumption around the world is
increasing rapidly. The Intergovernmental
Panel on Climate Change (an
intergovernmental body of the United Nations),
in its four principle decarbonization pathways,
calls for an increase in nuclear power by
between 98% and 501% to produce carbon-
free electricity and avoid catastrophic climate
impacts.

This demand for nuclear energy requires
significant supply of uranium to create that
energy.

Despite years of low uranium prices, Denison
has been able to advance its assets in Canada in
recent years and is positioned to meet future
demands for uranium with the development of
its uranium projects in Saskatchewan.

Denison is striving to become a low-cost
producer of uranium, with methods that will
meet the highest regulatory standards, to
become a significant source of supply for
critical nuclear power generation.

Successfully executing this strategy has the
potential to have a substantive financial benefit
for Denison’s company and shareholders.

Water Management

Quality and Quantity Dependency

Rate the importance (current and future) of freshwater quality and quantity to the success of your business:

Direct use importance rating

Not very important

Indirect use importance rating

Not important at all

Rate the importance (current and future) of sufficient quantity of recycled, brackish and/or produced water for the success of your business:

Direct use importance rating

Have not evaluated

Indirect use importance rating

Have not evaluated

Risk Assessments

Does your organization undertake a water-related risk assessment

Yes, water-related risks are assessed

For example, our Closed Mines team conducts
on-going environmental monitoring, including
monitoring of surface water, groundwater,
pond water, sediment, seepage, and benthic
invertebrates. Monitoring results are reported
annually to regulators and are publicly
available.

Select the options that best describe your procedures for identifying and assessing water-related risks:

i. Coverage

Partial

Denison has procedures for identifying and
assessing water-related risks. For the Wheeler
River project, baseline studies and predictive
analysis are being completed as part of the
Environmental Assessment process for that
project.

For the Closed Mines operations, water-related
risks are being actively monitored, in line with
the Decommissioning Environmental
Assessment (EA) for the Denison and Stanrock
closed mine sites.

ii. Risk Assessment Procedure

Water risks are assessed in an environmental
risk assessment

iii. frequency of Risk Assessment

Other, please specify

For the Wheeler River project, baseline studies
and predictive analysis are currently being
actively developed.

For the Closed Mines operations, the risk
assessment in line with the Decommissioning
Environmental Assessment are completed
every 5 years.

iv. How far into the future are risks considered

Other, please specify

The risk is numerically modelled out for 1000
years in the Decommissioning Environmental
Assessment for Denison's closed mines.

Have you identified any inherent water-related risks with the potential to have a substantive financial or strategic impact on operations

Opportunity Assessments

Have you identified any water-related opportunities with the potential to have a substantive financial or strategic impact on your business

Responsibility

Provide the highest management-level position(s) or committee(s) with responsibility for water-related issues

Other Committee, please specify

The Environment, Heath, Safety and
Sustainability Committee of the Board
oversees material matters related to the
environment, which include water-related
issues as applicable.

Policy

Does your organization have a documented water policy

Denison does not operate in water-stressed
areas or with methods that consume material
volumes of water.

Select the options that best describe the scope and content of your organizations' water policy

None

Reporting

Frequency of reporting to the board on water-related issues

As important matters arise

Incentives

Do you provide incentives to C-suite employees or board members for the management of water-related issues

Yes

The Company’s incentives around health and
safety performance capture matters related to
environmental impacts of operations, including
water-related issues as applicable.

Strategy

Are water-related issues integrated into any aspects of your long-term strategic business plan:

Yes, water-related issues are integrated

If water-related issues are integrated into any aspects of your long-term strategic business plan, please describe further

Water-related issues are a component of the
EA for Denison's flagship Wheeler River. The
potential development of Wheeler River is the
principal focus of Denison's current operations
and medium to long-term strategic business
plan, and the EA is an integral component of the
project evaluation efforts.

In addition, water-related matters, including
monitoring and water treatment, are integral to
Denison's Closed Mines operations.

If water-related issues are integrated into any aspects of your long-term strategic business plan, identify the associated long-term time horizon

5-10 years

General Disclosure

Structure

a. Report the governance structure of the organization, including committees of the highest governance body, e.g., the Board of Directors, the Executives, the Board Environment Committee, Board Safety Committee, the Advisory Committee, etc.

The Board of Directors of Denison is
responsible for the stewardship of
the Company, oversight of the management of
the business and affairs of the Company and
performing such duties as may be required by
applicable legislation and regulations.

In 2021, the Board consisted of 8 members and
had 5 committees:
• Audit
• Compensation
• Corporate Governance & Nominating
• Environment, Health, Safety &
Sustainability
• Technical

For more information on Governance, please
refer to Denison's website and to the attached
2021 organizational chart.

Corporate Governance

Board & Management Organizational Chart 2021

Committees

b. Report the committees responsible for decision-making on economic, environmental, and social topics, e.g., the Board of Directors, the Executives, the Board Environment Committee, Board Safety Committee, the Advisory Committee, etc.

The Board has delegated primary oversight to
its Committees, who then report to the
Board. For example, the Audit Committee
reviews certain financial and economic matters;
the Environment, Health, Safety &
Sustainability Committee oversees
management of environmental and other social
topics; and the Corporate Governance &
Nominating Committee oversees most
governance matters.

Responsibility

a. Has the organization appointed an executive-level position or positions with responsibility for economic, environmental, and social topics , e.g., is it part of the Governance structure of the company, the CFO or internal audit reporting to the Board

Yes

Our President & CEO, David Cates is ultimately
responsible for economic, environmental and
social topics related to Denison, as supported
by the rest of the management team.

Reporting Structure

b. Report whether position holders report directly to the highest governance body or CEO

Denison's President & CEO regularly reports
on material matters to the Board, in quarterly
updates and otherwise as deemed appropriate.

The management team reports to the President
& CEO and, where appropriate, directly to the
Committees of the Board responsible for
oversight of ESG-related matters (such as the
CFO reporting to the Audit Committee and the
Vice President Legal reporting to the
Corporate Governance & Nominating
Committee).

Consultation Process

Report the processes for consultations between stakeholders and the highest governance body on economic, environmental and social topics, e.g., for most mining companies it would be the executives and operations and not the Board, and if delegated, explain how

Communications with interested parties occur
on a regular basis and material matters are
reported to the Board at least quarterly.

Denison works to ensure effective
communication between the Company, its
shareholders and other interested parties, who
are encouraged to reach out directly
to management and/or the Board, to
communicate any questions or
concerns. Denison regularly receives and
responds to such inquiries.

The Board monitors all the policies and
procedures that are in place to ensure a strong,
cohesive, sustained and positive image of the
Company with shareholders, governments and
the public generally.

Composition

Report the composition of the highest governance body and its committees by:

Number of executive members

Number of non-executive members

Number of independent members

Less than 3 years

3-6 years

6-9 years

More than 10 years

Lists of each individual’s other significant positions and commitments, and the nature of the commitments, e.g., other boards and executive positions

In 2021, the Board was comprised of 8
members: Mses. Traub and Volker and Messrs.
Cates, Dengler, Edgar, Hochstein, Kim and
Neuburger. See the attached excerpt of certain
profile details as at March 2021 from our 2021
management information circular.

Also attached is an excerpt of certain profile
details as at March 23, 2022 for Denison's
current directors: Mses. Sterritt, Traub and
Volker and Messrs. Cates, Dengler, Edgar,
Hochstein, Jeong and Neuburger.

2021 Director Profiles

March 2022 Director Profiles

Number of Male governance body members

Number of Female governance body members

Number of members from under-represented social groups

Description of competencies relating to economic, environmental, and social topics

The Corporate Governance & Nominating
Committee of the Board ('CGN Committee')
maintains a competency matrix, reviewed
annually, to assess composition of the Board
and its committees and ensure it has an
appropriate mix of skills and experience to
govern effectively and be a strategic resource
for the Company.

Please refer to the attached Skills Matrix for
further details of the 2021 skills assessment.

2021 Directors Skills Assessment

Description of stakeholder representation

Denison is a party to a strategic relationship
agreement with KHNP Canada Energy Ltd.,
which sets forth the terms of a long-term
collaborative business relationship first
established in 2009. So long as KHNP Canada
or an affiliate holds more than 5% of Denison's
outstanding common shares, the Board must
nominate one person designated by KHNP
Canada or its affiliate for election as a director
at any shareholder meeting where directors are
to be elected.

In 2021, Mr. Jun Gon Kim was designated by
KHNP Canada as its nominee.

Board Diversity

If available, provide a link to the entity's Board Diversity Policy Statement or attach the related document

Denison's Diversity Policy is attached.

Diversity Policy

Non-Executive Director

Is the chair of the highest governance body also an executive officer in the organization

Conflicts of Interest

Report the processes for the highest governance body to ensure conflicts of interest are avoided and managed, e.g., list procedures

The Board takes steps to ensure directors
exercise independent judgment in considering
transactions and agreements in respect of
which a director or executive officer may have
a material interest.

Such steps have included the adoption of the
Code of Ethics, which provides examples of
conflicts of interests and outlines the
procedure to be followed in situations that
present an actual or potential conflict of
interest (including reporting such conflict or
potential conflict to the Chair of Denison’s
Audit Committee).

Code of Ethics

Denison's Approach to Management of Conflicts of Interest

Report whether conflicts of interest are disclosed to stakeholders, including, as a minimum:

Yes

If there were instances of conflicts of interest in
material transactions, such matters would be
disclosed as appropriate.

i. Cross-board membership

Yes

ii. Cross-shareholding with suppliers and other stakeholders

Yes

iii. Existence of controlling shareholder

Yes

iv.Related third party disclosures

Yes

Transparency

Report the highest governance body’s and senior executives’ roles in the development, approval, and updating of the organization’s purpose, value or mission statements, strategies, policies, and goals related to economic, environmental, and social topics

The Board is ultimately responsible for the
strategic plan for Denison, taking into account
its purpose, opportunities and risks.

The President & CEO has been empowered to,
among other things: (i) provide leadership and
vision for Denison for it to grow in a sustainable
manner; (ii) develop a strategic plan for the
Board’s approval, and ensuring implementation
of that plan; and (iii) oversee the development
and implementation of, and compliance with,
key corporate policies and practices, regarding
corporate governance, ESG, climate and
sustainability, risk identification and
management and financial reporting, as well as
compliance with applicable legal and regulatory
requirements.

Report on the measures taken to develop and enhance the highest governance body’s collective knowledge of economic, environmental, and social topics, e.g., board training

The Board encourages directors and senior
management to participate in appropriate
professional and personal development
activities, courses and programs, and supports
management’s commitment to the training and
development of all permanent employees.

As part of its formal ongoing education
program, in 2021, all of the directors were in
attendance for a director education
presentation by Mr. Bob Watts on Indigenous
Reconciliation. Mr. Watts is a much sought-
after expert in Indigenous policy, negotiations,
conflict resolution and reconciliation. In that
session, Mr. Watts addressed matters including
(a) the importance of meaningful reconciliation
actions, for Denison and the communities in
which it operates; and (b) the role of company
leaders to communicate from the top the
importance of, and vision for, meaningful
reconciliation.

Report the actions taken in response to evaluation of the highest governance body’s performance with respect to governance of economic, environmental, and social topics, including, as a minimum, changes in membership and organizational practice, (response to external evaluations)

The CGN Committee is responsible for
overseeing the evaluation of the Board,
committees of the Board and the contribution
of individual directors, including their
performance with respect to governance of
economic, environmental, and social topics.

In response to external evaluations, the CGN
Committee and the Board have championed
changes to Denison's governance practices,
such as increased Board diversity and
enhanced transparency in its corporate filings.

Report the highest governance body’s role in identifying and managing economic, environmental, and social topics and their impacts, risks, and opportunities – including its role in the implementation of due diligence processes, (committee roles)

The Board oversees Denison’s approach to risk
management which is designed to support the
achievement of organizational objectives, to
improve long‐term performance and enhance
value. Denison’s Board is responsible for
overseeing the Company’s risk identification,
management and mitigation strategies and the
risk assessment process.

The Board has delegated greater oversight
responsibilities to appropriate Board
committees, as reflected in updated Board and
committee mandates. Each of the committees
oversees material risks within their functional
area and reports to the Board on these matters
and associated mitigation strategies on a
periodic, and at least annual, basis.

Risk Management & Oversight

Is stakeholder consultation used to support the highest governance body’s identification and management of economic, environmental, and social topics and their impacts, risks, and opportunities, and if delegated, explain how

Yes

Denison endeavours to maintain open lines of
communication with stakeholders, to enable it
to understand stakeholder concerns and
incorporate that into its strategy and
operations. See "Material Topics" below for
more details.

Remuneration

Report how performance criteria in the remuneration policies relate to the highest governance body’s and senior executives’ objectives for economic, environmental, and social topics

The Compensation Committee is responsible
for the Company’s executive compensation
policy and determines the general
compensation structure, policies and programs
of the Company for recommendation to the
Board.

When determining an executive’s
compensation package, the Compensation
Committee seeks to balance: (a) annual
performance incentives, which are awarded
based on success against pre-established short-
term corporate and individual goals (including
health & safety performance), with (b) long-
term incentive payments focused on longer
term performance of the Company.

For further details of Denison's executive
compensation for 2021, see Denison's
management information circular dated March
23, 2022.

Management Information Circular March 2022

How are stakeholders’ views sought and taken into account regarding remuneration

The Board has adopted an annual practice of
soliciting a non-binding shareholder advisory
vote on Denison’s approach to executive
compensation at its annual general meeting of
shareholders. This is a formal opportunity for
shareholders to provide their views on
Denison's approach to executive
compensation.

The Compensation Committee, and the Board,
will take the results of the vote into account, as
appropriate, when considering future
compensation policies, procedures and
decisions.

Other stakeholder views are handled on a case-
by-case basis as questions are raised.

If applicable, report the results of votes on remuneration policies and proposals

In 2021, the advisory vote on Denison's
approach to executive compensation was
approved by 92.64% of the votes received at
the meeting.

Ethics

Describe the management system and due diligence procedures for assessing and managing corruption and bribery risks internally and associated with business partners in its value chain.

Denison's operations are located in
Canada. Companies in Canada are subject to a
variety of local and international anti-bribery
and anti-corruption laws, including but not
limited to the Canadian Corruption of Foreign
Public Officials Act and the Foreign Corrupt
Practices Act of 1977, as amended, in the
United States.

Denison is committed to interacting with
government officials, business partners, third
parties and interested parties with integrity
and in compliance with all applicable anti-
bribery and anti-corruption laws.

All company directors, officers and employees,
are required to annually affirm their
understanding of, and compliance with,
Denison’s Anti-Bribery Policy.

For more information, please refer to Denison’s
Anti-Bribery Policy.

Anti-Bribery Policy

Report net production from activities located in the countries with the 20 lowest rankings in Transparency International’s Corruption Perception Index (CPI) (Saleable tonne):

Anti-corruption

Communication and Training

i. Total number of governance body members that have received training on anti-corruption, broken down by region

ii. Total percentage of governance body members that have received training on anti-corruption, broken down by region:

50.0000%

Material Topics

Process to determine material topics

Describe the process followed to determine its material topics, including:

i. How has the organization identified actual and potential, negative and positive impacts on the economy, environment, and people, including impacts on their human rights, across its activities and business relationships; provide details.

• Environmental impact assessment
• Other external sources, please list

Denison is privileged to have many experienced
and passionate members of its team, focused on
matters related to the identification of actual
and potential impacts of its operations. Sources
of that information include, without limitation,
land use studies, environmental baseline
studies and ongoing monitoring.

In 2021, Denison participated in several formal
processes to identify potential impacts of its
operations, including:
• The environmental assessment process for
the Wheeler River project;
• Direct consultation with local and
Indigenous communities.

Denison had also previously completed a
decommissioning environmental assessment
process for Denison's closed mine sites,
pursuant to which it monitors its ongoing post-
closure mine care and maintenance.

ii. How has the organization prioritized the impacts for reporting based on their significance;

Denison's Board is responsible for identifying
the principal risks of Denison's business and
ensuring management’s implementation and
assessment of appropriate risk management
systems.

In support of that, management has assessed
and prioritized strategic and operational risks
for reporting to the Board and relevant
committees.

An additional top-down assessment is
performed annually as part of planning and
scoping for Denison’s internal controls
compliance program.

Risk is also identified and assessed
operationally, with business process owners
responsible for assessing, managing and
regularly reporting on risks relevant to the
operations they oversee and ensure significant
risks are brought to the attention of senior
management.

Specify the stakeholders and experts whose views have informed the process of determining its material topics and provide details.

• Business partners
• Employees and other workers
• Governments
• Local communities
• Shareholders and other capital providers

Denison endeavours to maintain open lines of
communication with stakeholders, to enable it
to understand stakeholder concerns and
incorporate those matters into its operational
and risk management systems. This includes
operational stakeholders (such as local
communities and interested parties with
respect to Denison's projects) and strategic
stakeholders (such as shareholders, with an
interest in Denison's performance and
governance). Denison also actively engages
experts, such as financial advisors with respect
to financial opportunities and risks and
compensation consultants with respect to
executive and director compensation
benchmarking and risks, to inform Denison's
decision-making and risk identification and
management.

List of material topics

List the organization's material topics

• Economic Performance
• Market Presence
• Indirect Economic Impacts
• Overall environmental
• Environmental Assessment
• Indigenous Rights
• Local Communities
• Public Policy
• Compliance

List the organization's non-material topics

• Procurement Practices
• Materials
• Energy
• Water
• Biodiversity
• Emissions
• Effluents and Waste
• Products and Services
• Transport
• Supplier
• Environmental Grievances
• Employment
• Labor/Management Relations
• Occupational Health and Safety
• Training and Education
• Diversity and Equal Opportunity
• Equal Remuneration for Women and Men
• Human Rights Investment
• Non-discrimination
• Freedom of Association and Collective
Bargaining
• Supplier Human Rights Assessment
• Human Rights Grievance Mechanisms
• Anti-corruption
• Anti-competitive Behavior
• Supplier Assessment for Impacts on Society
• Grievance Mechanisms for Impacts on
Society
• Emergency Preparedness
• Closure Planning
• Marketing
• Communications
• Materials Stewardship

Provide reason for considering such topics not material, provide details.

Other, please specify

Owing to Denison’s current stage of
development, many of these considerations are
relevant but not yet applicable to current
operations. The Company addresses such
matters through principled policies to ensure it
is culturally and procedurally well positioned
for when the Company progresses to a stage
where certain of these items may become
material.

Other items are not expected to be applicable
to Denison’s business in the near or long-term
given the nature of Denison's planned
operations and the stable and democratic
jurisdiction in which Denison operates, with
comprehensive protections for the
environment, human rights, labour and
employment practices, worker safety, anti-
bribery and anti-corruption, and other matters.

Report changes to the list of material topics compared to the previous reporting period.

2021 is Denison's first ESG reporting period.

Management of material topics

For the top 5 material topics, the reporting organization shall report the following information:

Topic #1:

An explanation of why the topic is material; describe the actual and potential, negative and positive impacts on the economy, environment, and people, including impacts on their human rights.

Report the boundary for the material topic

i. Where the impacts occur

ii. The organization’s involvement with the impacts. e.g., whether the organization has caused or contributed to the impacts, or is directly linked to the impacts through its business relationships

Any specific limitation regarding the topic boundary

Report whether the organization is involved with the negative impacts through its activities or as a result of its business relationships, and describe the activities or business relationships;

Describe/provide a link to the corporate policies or commitments regarding the topic

i. processes used to track the effectiveness of the actions;

Tax

Describe the approach to stakeholder engagement and management of stakeholder concerns related to tax, including:

i. The approach to engagement with tax authorities

Denison endeavours to comply with all tax laws
applicable to its operations and works
professionally and collaboratively with tax
authorities in Canada to respond to any
inquiries or audit requests.

Denison does not have a formal tax policy or
regular engagement with tax authorities.

ii. The approach to public policy advocacy on tax

Denison does not directly engage in public
policy advocacy on taxes. As members of
mining industry groups, Denison may support
industry positions on tax policies.

iii. the processes for collecting and considering the views and concerns of stakeholders, including external stakeholders

Denison's commitment to high standards of
ethical behaviour and business integrity, and
responsiveness to stakeholders, includes
transparency into its corporate taxation.

Denison makes annual public filings of (1) its
consolidated tax position through the financial
statement process, in accordance with
International Financial Reporting Standards
('IFRS'), and (2) payments to governments, as
required by the Canada’s Extractive Sector
Transparency Measures Act ('ESTMA').



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