Denison Mines Corp.

Annual General Meeting of
Shareholders

Tuesday, May 12, 2026

Notice of Meeting &
Management Information Circular

Dated March 30, 2026

Dear Denison Shareholder,

On behalf of the Board of Directors, I herewith provide notice of the annual general meeting of shareholders (‘Meeting’) of Denison Mines Corp. (‘Denison’ or the ‘Company’)

Meeting Time & Location:

11:30am ET, Tuesday, May 12, 2026

At the offices of the Company,

1100 – 40 University Avenue, Toronto, Ontario, Canada.

If you have general questions about the Company’s business, please do not wait for the meeting. Instead, contact us at any time (see contact details in the Management Information Circular). We also recommend you vote your Denison shares in advance of the Meeting: We believe it is in the best interests of our shareholders, directors and employees for shareholders to communicate their votes and their opinions with the Company in advance of, instead of only at, the meeting.

The Company in 2025:

Over the past twelve months, Denison continued to make significant investments in its assets, including its flagship Phoenix project. With receipt of all regulatory approvals necessary to start construction, significant advancement of construction planning and procurement efforts, appointment of Wood Plc as construction manager, and a strong balance sheet, we are ready to commence site preparation for and construction of the Phoenix ISR uranium mine, which positions Phoenix to become one of the few new sizeable sources of uranium production expected to come to the market before the end of the decade.

We were also active across our development and exploration portfolio during 2025, highlighted by the success of our delineation drilling program at the Gryphon deposit, and the discovery of additional high-grade mineralization proximal to the Gryphon deposit’s D-series lenses. Our ‘Team Denison’ investments also continue to thrive, with Cosa Resources and Foremost Clean Energy generating positive results on our joint venture properties, and the notable formation of four new joint ventures with Skyharbour Resources to increase exploration activity on a group of properties adjacent to Wheeler River. We are pleased to have built an attractive exploration and investment portfolio that provides us with significant exposure to potential uranium discoveries in the Athabasca Basin region.

Our focus in 2026 is to move forward with construction of Phoenix, which we believe is a unique ‘nation building’ project that has the potential to generate significant benefits for our shareholders, employees, contractors, Indigenous partners, and the public through our sustainable development of the project and its contribution of much needed nuclear fuel supply for a growing global fleet of nuclear reactors. Overall, Denison is well positioned to capitalize on the improving fundamentals in the uranium market and nuclear energy sector, which suggest a significant and growing need for new sources of uranium production.

As always, we thank you for your continued support of the Company.

Sincerely,

David Cates, Director, President & Chief Executive Officer

Notice of Annual General Meeting of Shareholders

You are hereby given notice of the Annual General Meeting of the Shareholders of Denison Mines Corp. (“Denison” or the “Company”).

The purpose of the Meeting is:

The Company is not aware of any items of business to be brought before the Meeting other than those noted above and further described in the accompanying Management Information Circular (the “Circular”). If you held shares in Denison on March 24, 2026, you are entitled to receive notice of and vote at this Meeting or any postponement or adjournment of it.

Your vote is important. We recommend you vote your shares in advance of the Meeting. We believe it is in the best interests of our shareholders, directors and employees for shareholders to communicate their votes and their opinions with the Company in advance of, instead of only at, the Meeting. Only registered shareholders and duly appointed proxyholders will be permitted at the Meeting.

We also recommend you refer to the Annual General Meeting page of the Company’s website at www.denisonmines.com for the most up-to-date information regarding the Meeting.

2026 Denison Notice Of Meeting

How to Vote:

This notice is accompanied by the Circular which describes who can vote, how to vote, and what the Meeting will cover.

Please vote by using the proxy form or voting instruction form, as applicable, included with the “notice and access” notification and return it before 11:30 a.m. (Eastern Time) on May 8, 2026 in accordance with the instructions provided.

Meeting Materials:

As described in the “notice and access” notification mailed to shareholders of the Company, Denison has opted to deliver its Meeting materials to shareholders by posting them on its website at www.denisonmines.com. The use of this alternative means of delivery is more environmentally friendly and more economical as it reduces the Company’s paper and printing use and the Company’s printing and mailing costs.

The Meeting materials will be available on the Company’s website by April 8, 2026 and will remain on the website for one full year. The Meeting materials will also be available on SEDAR+ at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) of the United States Securities and Exchange Commission at www.sec.gov/edgar by April 8, 2026.

Shareholders who wish to receive paper copies of the Meeting materials prior to the Meeting may request copies from Denison by calling 1-888-260-4455 or by sending an email to info@denisonmines.com. We recommend requests be made no later than April 28, 2026. Please note that Denison cannot guarantee delivery, and delivery could be subject to delay.

The 2025 Annual Report, including the audited consolidated financial statements and related management’s discussion and analysis for the year ended December 31, 2025, has been mailed to those shareholders who requested a copy. This information is also available on Denison’s website at www.denisonmines.com, on SEDAR+ and EDGAR, or on request by contacting the Company.

Contact Us:

If you have questions about the matters to be considered at the Meeting and/or if you wish to obtain additional information about Denison’s business, please do not wait until the Meeting. You can contact the Company directly:

Yours truly,

David Cates
Director, President & Chief Executive Officer
Dated March 30, 2026

2026 Denison Notice Of Meeting

Management Information Circular

About this Circular

You have received this Management Information Circular (the “Circular”) because you owned common shares of Denison Mines Corp. on March 24, 2026 (the “Record Date”) and have the right to vote at the Annual General Meeting of Shareholders on May 12, 2026 (the “Meeting”).

We recommend you refer to the Annual General Meeting page of the Company’s website at www.denisonmines.com for the most up-to-date information regarding the Meeting and as a method to ask questions of the directors and/or management in advance of the Meeting.

Management is soliciting your proxy for the Meeting.

We recommend you vote your Shares in advance of the Meeting. We believe it is in the best interests of our Shareholders, directors and employees for Shareholders to communicate their votes and their opinions with the Company in advance of, instead of only at, the Meeting. There will be no reception, presentation or refreshments. Accordingly, only registered shareholders and duly appointed proxyholders will be permitted access to the Meeting.

This Circular provides the information that you need to have your vote recorded at the Meeting.

The Company is not aware of any items of business to be brought before the Meeting other than those described in this Circular and there will be no management presentation on the business and operations of the Company at the Meeting.

The Board of Directors (“Board”) has approved the Circular contents and has directed management to make it available to you. The information in the Circular is given as of March 30, 2026, unless otherwise noted.

Management’s solicitation of proxies is being made by mail and electronic means, at Denison’s expense. Proxies may also be solicited personally or by telephone by directors, officers, employees and agents of the Company.

In this Circular, “Denison” or the “Company” means Denison Mines Corp., “Shares” means Denison’s common shares and “Shareholders” means holders of Shares. All amounts are in Canadian dollars, unless otherwise indicated.

Voting Your Denison Shares

We are encouraging all Shareholders to vote by using the proxy form or voting instruction form provided, to vote their Shares in advance of the Meeting, and avoid voting in person.

Registered Shareholders

If you were a registered Shareholder on the Record Date, you may vote in person at the Meeting or give management, or another person, the authority to represent you and vote your Shares at the Meeting, as described below under “Voting by Proxy”. Importantly, if you vote by proxy and give directions on how to vote your Shares, your proxyholder must vote (or withhold from voting) your Shares according to your instructions, including on any ballot votes that take place at the Meeting.

You are asked to return your proxies using the following methods by the proxy deposit date noted on your proxy, which is by 11:30 a.m. (Eastern Time) on May 8, 2026:

Non-Registered (Beneficial) Shareholders

Your Shares may not be registered in your name but in the name of a nominee, which is usually a trust company, securities broker or other financial institution. If your Shares are registered in the name of a nominee, you are a non-registered Shareholder. Your nominee is entitled to vote the Shares held by it on the Record Date. Your nominee is required to seek your instructions as to how to vote your Shares. You may vote your Shares through your nominee or in-person.

To vote your Shares through your nominee, you should follow the instructions of your nominee with respect to the procedures to be followed for voting. Generally, nominees will provide non-registered Shareholders with either: (a) a voting instruction form for completion and execution by you, or (b) a proxy form, executed by the nominee and restricted to the number of Shares owned by you, but otherwise uncompleted. These procedures are to permit non-registered Shareholders to direct the voting of the Shares that they beneficially own.

Many of the Company’s non-registered Shareholders are asked to return voting instructions using the following methods at least one business day in advance of the proxy deposit date noted on your voting instruction form:

If you are a non-registered Shareholder and would like to vote your Shares in person at the Meeting, you should take the following steps:

Do not otherwise complete the form. Your vote, or your designate’s vote, will be taken at the Meeting.

There are two kinds of non-registered Shareholders (i) those who object to their name being made known to the issuers of securities which they own, known as objecting beneficial owners or “OBOs” and (ii) those who do not object to their name being made known to the issuers of securities they own, known as non-objecting beneficial owners or “NOBOs”.

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, Denison has elected to send the notice of meeting, this Circular and proxy form (collectively, the “Meeting Materials”) indirectly to the NOBOs.

Denison intends to pay for intermediaries such as stockbrokers, securities dealers, banks, trust companies, trustees and their agents and nominees (“Intermediaries”) to forward the Meeting Materials to OBOs.

Voting by Proxy

A proxy must be in writing and must be executed by you or by your attorney authorized in writing, unless you have chosen to complete your proxy by telephone or the internet, as described on the proxy form or voting instruction form provided.

Your Proxy Vote and Appointing a Proxyholder

All Shares represented by properly completed proxies received at the Toronto office of Computershare Investor Services Inc. by 11:30 a.m. (Eastern Time) on May 8, 2026 or not less than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed Meeting will be voted or withheld from voting at the Meeting in accordance with your instructions on the proxy form. On the proxy form, you can indicate how you want to vote your Shares or you can let your proxyholder decide for you. A proxyholder is the person you appoint to act on your behalf at the Meeting and to vote your Shares.

If you give directions on how to vote your Shares, your proxyholder must vote (or withhold from voting) your Shares according to your instructions, including on any ballot votes that take place at the Meeting. If you have not specified how to vote on a particular matter, then your proxyholder can vote your Shares as he or she sees fit. Your proxy authorizes the proxyholder to vote and act for you at the Meeting, including any continuation after an adjournment of the Meeting.

You may choose anyone to be your proxyholder, including someone who is not a Shareholder of Denison. Simply fill in the name in the blank space provided on the enclosed proxy form. If you leave the space in the proxy form blank, the persons designated in the form, who are officers of Denison, are appointed to act as your proxyholder. If you have not specified whether or how to vote on a particular matter and the persons designated in the form are appointed as your proxyholder, your Shares will be voted as follows:

For more information on how to vote, registered Shareholders may contact Computershare by telephone at 1-800-564-6253 or by e-mail to service@computershare.com.

Revoking Your Proxy

If you are a registered Shareholder who has given a proxy, you may revoke it by delivering a written notice, stating that you want to revoke your proxy to: Corporate Secretary, Denison Mines Corp., 1100 - 40 University Avenue, Toronto, Ontario, Canada M5J 1T1 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or by attending the Meeting and notifying the Chair of the Meeting prior to the commencement of the Meeting that you have revoked your proxy. A registered Shareholder may also revoke its proxy by completing and signing a proxy bearing a later date and depositing it with Computershare, provided it is received not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting.

The notice can be from you or your attorney, if he or she has your written authorization. If the Shares are owned by a corporation, the written notice must be from its authorized officer or attorney.

Additional Matters Presented at the Meeting

The proxy form or voting instruction form provided confers discretionary authority upon the persons named as proxies with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting.

If you sign and return the proxy form and any matter is presented at the Meeting in addition, as an amendment or a variation to the matters described in the Notice of Meeting, the Denison officers named as proxies will vote in their best judgment. When this Circular went to press, Denison’s management was not aware of any matters to be considered at the Meeting other than the matters described in the Notice of Meeting or any amendments or variations to the matters described in the Notice.

Notice and Access

The Company delivers its Meeting materials to Shareholders by posting them on its website at www.denisonmines.com, rather than mailing physical copies of the materials to all Shareholders. The Meeting materials will be available on the Company’s website by April 8, 2026 and will remain on the website for one full year. The Circular will also be available by April 8, 2026 on SEDAR+ at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) of the United States Securities and Exchange Commission (“SEC”) at www.sec.gov/edgar.

The Company has decided to mail paper copies of the Circular to those registered and non-registered Shareholders who had specifically elected to receive paper copies of the Company’s Meeting materials. All other Shareholders will receive a “notice and access” notification which will contain information on how to obtain electronic and paper copies of the Circular in advance of the Meeting and for a full year following the Meeting.

Electronic Delivery of Documents

Every year, as required by laws governing public companies, the Company delivers documentation to Shareholders. In order to make this process more convenient, Shareholders may choose to be notified by email when the Company’s documentation, including the Meeting materials, is posted on the Company’s website (www.denisonmines.com) and, accordingly, such documentation will not be sent in paper form by mail other than as required by applicable laws.

Delivery in an electronic format, rather than paper, reduces costs to the Company and benefits the environment. Shareholders who do not consent to receive documentation through email notification will continue to receive such documentation by mail or otherwise, in accordance with securities laws. By consenting to electronic delivery, Shareholders:

Shareholders may request copies of the Meeting materials by mail at no cost for up to one year from the date the Information Circular was filed on SEDAR+ by email to info@denisonmines.com or by calling 1-888-260-4455. For Shareholders who wish to receive copies of the Circular in advance of the voting deadline, we recommend requests be made no later than April 28, 2026.

At any time, Denison may elect to not send a document electronically, or a document may not be available electronically. In either case, a paper copy will be mailed to Shareholders.

Registered Shareholders can consent to electronic delivery by completing and returning the form of consent included with the form of proxy. Non-registered Shareholders can consent to electronic delivery by completing and returning the appropriate form received from the applicable intermediary.

Shareholders are not required to consent to electronic delivery. The Company will notify consenting Shareholders at the email address provided by the Shareholder on the form of proxy when the documents that the Shareholder is entitled to receive are posted on the Company’s website, with a link to the specific pages of the website containing the PDF document.

Voting Securities

Denison’s common shares are the only shares issued by the Company and each Share entitles the holder to one vote on all matters at the Meeting. In accordance with the provisions of the Business Corporations Act (Ontario) (the “OBCA”), the Company prepared a list of Shareholders on the Record Date for the Meeting of March 24, 2026. Each Shareholder named on the list will be entitled to vote at the Meeting the Shares shown on the list opposite such Shareholder’s name.

On March 24, 2026, the Company had 904,015,964 Shares issued and outstanding.

Principal Holders of Shares

To the knowledge of Denison’s directors and executive officers, no person or company beneficially owns or exercises control or direction over, directly or indirectly, more than 10% of Denison’s Shares.

Interest of Certain Persons or Companies in Matters to be Acted Upon

No director or executive officer or any person who has held such a position since January 1, 2025, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than their election pursuant to the election of directors.

Business of the Meeting

Receiving the Consolidated Financial Statements

The consolidated financial statements of the Company for the fiscal year ended December 31, 2025 are included in Denison’s 2025 Annual Report. The 2025 Annual Report was mailed to the Company’s registered and non-registered Shareholders who requested it and is available on Denison’s website at www.denisonmines.com, on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.

No vote of Shareholders is required with respect to this item of business.

The Re-Appointment of the Auditor

The Board recommends the re-appointment of KPMG LLP (“KPMG”) as the Company’s independent auditor, to hold office until the end of the next annual meeting of Shareholders, with the directors to fix the remuneration to be paid to KPMG for their services. KPMG was initially appointed auditor of the Company effective October 1, 2020 for the fiscal year ended December 31, 2020.

You may either vote for the re-appointment of KPMG as the Company’s auditor, to hold office until the end of the next annual meeting, and authorizing the directors to fix the auditor’s remuneration, or you can withhold your vote. Unless otherwise instructed, the named proxyholders will vote FOR the re-appointment of KPMG and authorizing their appointment and for the directors to fix KPMG’s remuneration.

The Election of Directors

The term of office of each of the present directors of the Company expires at the Meeting. The Board has nominated eight directors to be elected at the Meeting, to serve as a director until the next annual meeting unless he or she resigns or is otherwise removed from office earlier. If the nominees are elected by Shareholders, the Board will be composed of members with a diversity and breadth of backgrounds and experience, along with the integrity and motivation required to properly discharge their fiduciary duties in the long-term best interests of the Company and all of its Shareholders.

Presented to Shareholders for consideration for election are:

More details regarding all the nominees are provided in their profiles below. Each of the nominated directors is eligible to serve as a director and has expressed his or her willingness to do so.

Advance Notice

According to the Company’s by-laws, the Company must receive advance notice of nominations of directors by Shareholders. As at the date of this Circular, the Company has not received notice of any director nominations in connection with this year’s Meeting. Accordingly, the only persons currently nominated for election to the Board at the Meeting are the nominees described herein.

Majority Voting Policy

Shareholders are entitled to vote for, or withhold from voting for, each individual director nominee at a Shareholders’ meeting. The Board has adopted a Majority Voting Policy: if the number of Shares withheld from any nominee exceeds the number of Shares voted for the nominee, then such nominee must immediately tender his or her resignation to the Board. Denison’s Corporate Governance & Nominating Committee (“CGN Committee”) will review the matter and recommend to the Board whether to accept the resignation or not. The Board shall accept the resignation absent exceptional circumstances. The director involved does not participate in any Board or committee deliberations on the matter. The Board must announce its decision within 90 days of the applicable Shareholder meeting.

The Majority Voting Policy applies only in circumstances involving an uncontested election of directors, meaning an election in which the number of nominees is equal to the number of directors to be elected.

Profiles of the Nominated Directors

The tables below set forth information about the nominated directors as of March 24, 2026 (the Record Date for the Meeting).

Notes to Profiles of the Nominated Directors:

Board Composition Guidelines

Denison’s Board recognizes that the quality of its directors is an important factor in the overall success of the Company. Denison is committed to ensuring that the size and composition of the Board enables effective governance and oversight of a diversified and active company. Corporate governance best practices focus on developing high performing boards that have integrity and are accountable, independent and experienced. Under the stewardship of the CGN Committee, the Denison Board has focused on meeting or exceeding regulatory guidelines on governance.

When considering the Board as a whole and assessing directors’ candidacy for the Board, the CGN Committee follows established guidelines for the Board’s composition set forth in the Company’s “Guidelines for the Composition of Denison’s Board” (the “Composition Guidelines”), and seeks directors that have some or all of the following attributes:

Denison has not adopted a term limit or retirement policy; the Board is of the position that no appreciable benefit would be achieved through the adoption of such policies. Organically, the Board has seen significant renewal in recent years, including the appointments of Mr. Neuburger and Ms. Traub in 2021, Ms. Sterritt in 2022, and Mr. Baik, Mr. Carson, and Mr. Hartwick in 2025.

Independence

The Board is responsible for determining whether or not each director is independent. This assessment is made in accordance with standards of the Canadian Securities Administrators in National Instrument 52-110 – Audit Committees (“NI 52-110”) and governance guidelines. With the assistance of the CGN Committee, the Board reviews each director’s independence annually and upon the appointment or election of a new director. The Board last considered this matter at its meeting on March 10, 2026.

The Board is proposed to be comprised of eight directors, six of whom are independent (75% independent).

In addition, the Board believes that adequate structures and processes are in place to facilitate the functioning of the Board independently of management, including:

The Board takes steps to ensure directors exercise independent judgment if considering transactions and agreements in respect of which a director or executive officer has a material interest. See “Conflicts of Interest and Related Party Transactions” below for further details.

Information about Denison’s Relationship with KEPCO & KHNP

When determining nominees for election, the Board also considers the strategic relationship agreement with KHNP Canada Energy Ltd. (“KHNP Canada”), which sets forth the terms of a long-term collaborative business relationship first established in 2009 (the “KHNP SRA”). Under the KHNP SRA, so long as KHNP Canada or an affiliate holds more than 5% of the 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.

KHNP Canada has designated Mr. Baik as its nominee. As General Manager of the Nuclear Fuel Cycle Management Section of Korea Hydro Nuclear Power (“KHNP”), a subsidiary of the Korea Electric Power Corporation (“KEPCO”) and the parent company of KHNP Canada, Mr. Baik brings to the Board substantial industry-specific experience. KEPCO is the primary electric utility in South Korea and KHNP operates all of its nuclear generation. To the knowledge of Denison, KEPCO holds approximately 6.4% of the Shares as at March 24, 2026, through its indirect corporate holdings.

The KHNP SRA also provides KHNP Canada (a) a right of first offer if Denison intends to sell any of its substantial assets and a right to participate in certain purchases of substantial assets which Denison proposes to acquire; and (b) the right to participate in future offerings of Shares of a certain size in order to preserve its interest in the Company. To date, neither KEPCO nor KHNP have exercised such rights.

Skills and Experience

The 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.

Each director completes a self-assessment of his or her competencies. The CGN Committee reviews the results for consistency and to be satisfied that the directors possess skills in these areas. Certain key areas of expertise identified for each nominated director are highlighted with boxes below.

2025 Director Attendance Record

At Denison, we believe that attendance at meetings is a critical ingredient to an engaged and effective Board. Personal attendance at Board and committee meetings is expected of all directors. Directors can participate by video or tele-conference if they cannot attend in person.

The table below shows the number of Board and committee meetings each nominated director attended in 2025.

Notes:

Director Tenure

At December 31, 2025, average director tenure of the Board was approximately 3.8 years:

Advisory Vote on the Company’s Approach to Executive Compensation

The Board has adopted a non-binding shareholder advisory vote on the Company’s approach to executive compensation. As a formal opportunity to provide their views on the disclosed objectives of the Company’s pay for performance compensation model, Shareholders are asked to review and vote, in a non-binding, advisory manner, on the following resolution:

BE IT RESOLVED THAT, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation as disclosed in the management information circular of the Company dated March 30, 2026.

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 (see “Executive Compensation” for details regarding the compensation philosophy and guidelines of the Board and the performance metrics and process used to assess performance).

The Company has held annual advisory votes on executive compensation (say on pay) at its annual shareholder meetings since 2017. In 2025, the advisory vote was approved by 97.16% of Shareholder votes received at the meeting.

Shareholders may either vote for the non-binding advisory resolution on the Company’s approach to executive compensation, or vote against. The Board recommends that Shareholders vote FOR the resolution to accept the Company’s approach to executive compensation. Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by Denison’s management will be voted FOR the approval of the resolution.

Denison’s Corporate Governance Practices

This section of the Circular describes Denison’s corporate governance practices with reference to the framework provided in National Policy 58-201 - Corporate Governance Guidelines and National Instrument 58-101 - Disclosure of Corporate Governance Practices (collectively, the “Governance Guidelines”) of the Canadian Securities Administrators.

Denison is a reporting issuer in all of the provinces and territories of Canada and is classified as a foreign private issuer by the SEC. The Shares trade on the Toronto Stock Exchange (TSX: DML) and the NYSE American (NYSE American: DNN). As such, Denison adheres to Canadian corporate governance requirements and also complies with the requirements of the NYSE American. The Company’s CGN Committee closely monitors this regulatory environment and, where applicable, makes recommendations to the Board to modify the Company’s governance practices as needed.

The Role of the Board

The Board is responsible for overseeing the management of the business and affairs of Denison, with a view to the long-term best interests of the Company. The Board has adopted a formal mandate setting out the role and responsibilities of the Board (see Appendix A).

In discharging its stewardship over the Company, the Board has undertaken the following specific duties and responsibilities:

Generally, decisions relating to matters that are not in the ordinary course or involve material expenditures or commitments on the part of the Company require prior approval of the Board. Any responsibility which is not delegated to management or a Board committee remains with the Board.

The Role of the Chair

In order to delineate the roles and responsibilities of the Chair of the Board, the Board has adopted a written position description. The responsibilities of the Chair of the Board include presiding over Board meetings, assuming principal responsibility for the Board’s operation and functioning independent of management and ensuring that Board functions are effectively carried out. The responsibilities and authorities of the Chair of each committee of the Board are set out in the mandate for each committee and in the Board’s mandate. Generally, the Chair of a committee leads and oversees the activities of the committee to ensure that it fulfills its mandate and operates independently of management.

The Role of the CEO

Denison’s Chief Executive Officer (“CEO”) is appointed by the Board and the Board has adopted a position description for the CEO. Subject to the oversight of the Board, the CEO is responsible for the management of the Company’s business, providing leadership and vision, developing and recommending significant corporate strategies and objectives for approval by the Board, overseeing 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 and developing and recommending to the Board annual operating budgets. Each year, the CEO develops annual objectives which are reviewed by the Compensation Committee and then approved by the Board. The CEO is accountable to the Board and its committees, and the Compensation Committee conducts a formal review of his performance each year. The Board has also established limits of authority for the CEO; these are described in the Company’s delegation of authority policy, which is regularly reviewed and updated.

Board Committees

To assist the Board with its responsibilities, the Board has five standing committees (the Audit Committee, the Compensation Committee, the CGN Committee, the Environment, Health, Safety & Sustainability Committee (the “EHSS Committee”) and the Technical Committee).

Each of the Board’s standing committees has responsibility in its area of expertise for identifying the principal risks in Denison’s business and monitoring management’s implementation and assessment of appropriate risk management systems.

The Board has satisfied itself that all members of the Audit Committee are independent and financially literate for the purposes of NI 52-110 and the requirements of the NYSE American. In addition, Ms. Volker and Mr. Hartwick both have financial expertise as defined by the Sarbanes Oxley Act of 2002.

Ms. Volker is a Chartered Professional Accountant, Chartered Accountant and a Certified Management Accountant and has served in various capacities in the accounting profession during her 30+ year career and brings a wealth of advisory, public accounting, banking and regulatory expertise to the Denison Board. Ms. Volker also serves on the audit committee of two other public companies (including one as chair) and chairs the finance and audit committee of a private organization board.

Mr. Hartwick is a Chartered Professional Accountant with over 40 years of experience in a variety of fields, with 35 years in the finance and energy sectors, most recently holding the position of President and CEO of Ontario Power Generation. Mr. Hartwick also serves on the audit committee of another public company board.

Mr. Neuburger holds a Master of Business Administration degree from the University of Saskatchewan, in addition to his Bachelor of Engineering degree in Mining and a Bachelor of Science degree in Biology from McGill University.

The Audit Committee oversees the accounting and financial reporting processes of the Company and its subsidiaries and all audits and external reviews of the financial statements of the Company, on behalf of the Board. The Audit Committee is also responsible for examining all financial information, including annual and quarterly financial statements, prepared for securities commissions and similar regulatory bodies prior to filing or delivery of the same.

The Audit Committee is responsible for considering any risks associated with the Company’s financial reporting, financial compliance and cyber security risks and the oversight of the identification and mitigation of such risks. The Audit Committee also oversees the Company’s internal audit function and oversees the Code of Ethics, the Whistleblower Policy and the Anti-bribery Policy and reviews each such policy annually. The Audit Committee has the responsibility for oversight of internal controls, including the Company’s Internal Audit Charter, and the Company’s Director of Internal Audit & Risk reports directly to the Chair of the Audit Committee on matters related to internal accounting controls.

The Audit Committee recommends to the Board the firm of independent auditors to be nominated for appointment by the Shareholders. All auditing services and non-audit services to be provided to the Company are pre-approved by the Audit Committee, in part to ensure that the independence of the Company’s auditor is not compromised through engaging it for other services. The Audit Committee reviews, on a continuous basis, any reports prepared by the Company’s auditor relating to the Company’s accounting policies and procedures, as well as internal control procedures and systems.

The following table discloses the fees billed to the Company by its independent auditors during the last two fiscal years.

Notes:

For additional information regarding the audit committee required by NI 52-110, please refer to the Company’s Annual Information Form under the heading “Standing Committees – Audit Committee”.

The Audit Committee is required to meet a minimum of four times each year, and it met formally four times in 2025. At every meeting it held an in-camera discussion with the external auditor without management present.

The Compensation Committee

The Compensation Committee had two members in 2025, each of whom is independent for the purposes of section 1.4 of NI 52-110:

In accordance with its mandate, members of the Compensation Committee must be independent and have experience and skills relevant to executive compensation. Ms. Volker draws on the skills and knowledge of executive compensation and related disclosure issues acquired during her varied career as a Chartered Professional Accountant, Chartered Accountant and a Certified Management Accountant. Ms. Volker also sits on the compensation committees of two other public company boards. Ms. Traub is a partner in the Securities Group of Cassels Brock & Blackwell LLP, and is well versed in compensation governance matters and disclosure for public companies.

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

The Compensation Committee evaluates the Chief Executive Officer’s performance and recommends to the Board the elements and amounts of the Chief Executive Officer’s compensation. The Compensation Committee reviews management’s recommendations for, and approves the compensation of, the other officers of the Company. The Compensation Committee also reviews and approves the executive compensation disclosure included in the Company’s Circular each year.

The Compensation Committee has also been mandated to review the adequacy and form of the compensation of directors and to ensure that such compensation realistically reflects the responsibilities and risks involved in being an effective director.

The Compensation Committee is responsible for considering any risks associated with the Company’s compensation policies and practices and the steps that may be taken to mitigate any identified risks.

The Compensation Committee met four times during 2025.

The Corporate Governance and Nominating Committee

The CGN Committee has two members, each of whom is independent for the purposes of section 1.4 of NI 52-110:

The CGN Committee is responsible for Denison’s approach to corporate governance, monitors the regulatory environment and recommends changes to the Company’s practices when appropriate. The CGN Committee oversees the effective functioning of the Board and the relationship between the Board and management. The CGN Committee ensures that the Board can function independently of management as required, makes recommendations with respect to the appointment of a Chair of the Board and Lead Director, if applicable, identifies individuals qualified to become new Board members and recommends to the Board the director nominees at each annual meeting of Shareholders and, when necessary and with the assistance of management, develops an orientation and education program for new recruits to the Board.

In identifying possible nominees to the Board, the CGN Committee considers the competencies and skills necessary for the Board as a whole, the skills of existing directors and the competencies and skills each new nominee will bring to the Board, as well as whether or not each nominee will devote sufficient time and resources to the Board and whether he or she is independent within the meaning of the Governance Guidelines.

The CGN Committee also annually reviews and makes recommendations to the Board with respect to: (i) the size and composition of the Board; (ii) the independence of Board members; (iii) the composition of the committees of the Board; (iv) the effectiveness and contribution of the Board, its committees and individual directors, having reference to their respective mandates, charters and position descriptions; and (v) compliance with and amendments to the Board mandates, policies and guidelines.

Early in each year the CGN Committee distributes, receives and reviews the results of written board effectiveness assessments. The assessments question members of the Board as to their level of satisfaction with the functioning of the Board, its interaction with management and the performance of the standing committees of the Board. The Board members also conduct peer reviews and a self-assessment as to their effectiveness as a Board member. After the assessments are reviewed, the CGN Committee reports to the Board as to the results and makes recommendations to the Board to improve the Company’s corporate governance practices, as applicable. This process occurs prior to the consideration by the CGN Committee of nominations for Board member elections at the annual meeting of Shareholders each year. In addition, the CGN Committee reviews the Company’s disclosure of its corporate governance practices in the Company’s Circular each year.

The CGN is responsible for oversight of risks related to its mandate, including talent and succession risk. In particular, the CGN Committee has been delegated certain responsibilities under the Company’s Executive Officer Succession Policy, including the review of succession planning matters and reporting to the Board on its findings and recommendations; assuring that Denison has in place appropriate planning to address emergency CEO succession planning in the event of extraordinary circumstances; and reviewing the policy and Denison’s CEO succession plans at least annually.

The CGN Committee met five times during 2025.

The Environment, Health, Safety & Sustainability Committee

The EHSS Committee has three members:

The mining industry, by its very nature, can have an impact on the natural environment and can involve certain risks to employees. As a result, environmental planning and compliance and safety programs must play a very important part in the operations of any company engaged in these activities.

The Company takes these issues very seriously and in 2021 renewed the EHSS Committee’s mandate to oversee the Company’s commitment to safety, sustainability and responsible and environmentally sound mineral exploration and development business practices. The mandate also specifically assigns it responsibility for the oversight of risks related to its mandate.

The EHSS Committee met four times during 2025.

The Technical Committee

The Technical Committee has two members:

The Technical Committee also has the ongoing support from board and management advisors and third party external experts as considered appropriate.

The Technical Committee has been formed to assist in fulfilling the Board’s oversight responsibilities for significant technical and operational matters, policies and programs of the Company. The Technical Committee does not have regularly scheduled meetings. At any time, the Board or management of the Company may recommend specific matters for the consideration of the Technical Committee.

The Technical Committee’s responsibilities may include (a) reviewing the technical and operational programs of the Company and any significant technical risks, mitigation strategies and opportunities associated with the Company’s projects; and (b) reporting to the Board with respect to matters within its mandate.

The Technical Committee met four times during 2025.

Denison’s Core Policies

As part of its commitment to best practices, the Board has implemented core policies within its corporate governance framework. Each of the policies are available on the Company’s website at www.denisonmines.com and the Code of Ethics and the Disclosure Policy have been filed on and are accessible through SEDAR+ under the Company’s profile at www.sedarplus.ca.

Code of Ethics

The Company is committed to conducting its business in compliance with the law and the highest ethical standards. The Company has adopted a written Code of Ethics which applies to directors, officers and all employees of the Company. The Code of Ethics sets out principles and standards for honest and ethical behavior at Denison and covers the following key areas:

·         compliance with applicable laws

·         conflicts of interest

·         quality of disclosure and accountability

·         reporting illegal or unethical behavior

·         human rights

·         compliance with anti-bribery and corruption laws in Canada and other jurisdictions

·         insider trading

·         confidentiality and corporate opportunity

Directors, officers or employees who have concerns about violations of laws, rules or regulations, or the Code of Ethics are to report them to the Corporate Secretary of the Company or to the Chair of the Audit Committee. Following receipt of any complaints, the Corporate Secretary or Chair of the Audit Committee, as the case may be, will investigate each matter so reported and report to the Audit Committee. The Audit Committee has primary authority and responsibility for monitoring compliance with and enforcing the Code of Ethics, subject to the supervision of the Board. There were no identified breaches of the Code of Ethics in 2025.

Whistleblower Policy

The Audit Committee has established a policy and procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (the “Whistleblower Policy”) to encourage employees, officers and directors to raise concerns regarding accounting, internal controls or auditing matters on a confidential basis, free from discrimination, retaliation or harassment.

In support of the Whistleblower Policy, Denison has established a third party web-based reporting service so that any employee can report any issue or instance of misconduct easily and confidentially.

Anti-bribery Policy

Denison has adopted an Anti-bribery Policy, the purpose of which is to reiterate Denison’s commitment to compliance with Canada’s Corruption of Foreign Public Officials Act (“CFPOA”), the U.S. Foreign Corrupt Practices Act (“FCPA”) and any local anti-bribery or anti-corruption laws that may be applicable. This policy applies to all officers, directors, employees and agents of the Company, and supplements the Code of Ethics and all applicable laws.

The policy provides guidelines for compliance with the CFPOA, the FCPA and Company policies applicable to Denison’s operations world-wide. Denison’s CEO is responsible for administering and interpreting the policy under the oversight of the Audit Committee. There were no identified breaches of the Anti-bribery Policy in 2025.

The Disclosure Policy

Denison has a Disclosure Policy, codifying its ongoing commitment to full and fair financial disclosure and best practices in corporate reporting and governance. This policy outlines the internal control structures that Denison has established to effectively manage the dissemination of material information to the public and remain compliant with all applicable legal and business requirements. Denison has also adopted a guide for employees on the use of social media in compliance with the Disclosure Policy.

Indigenous Peoples Policy

Denison adopted an Indigenous Peoples Policy (the “IPP”) in 2021, to reflect 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 received feedback and guidance from Indigenous communities with whom the Company is actively engaged, which helped inform the development of the IPP. This approach was designed to ensure the IPP appropriately captures a mutual vision for reconciliation. The IPP is available in English, French, Cree and Déne languages on Denison’s website.

Denison operates in various locations across Canada, on lands that are in the traditional territory of Indigenous peoples, including its exploration and evaluation operations in Saskatchewan, which are in regions covered by Treaty 6, Treaty 8 and Treaty 10 encompassing the traditional lands of the Cree, Dakota, Déne, Lakota, Nakota, Saulteaux, and within the homeland of the Métis. As such, Denison's relations with Indigenous People are unique and varied. Denison’s flagship Wheeler River project is located within the boundaries of Treaty 10, in the traditional territory of English River First Nation (“ERFN”), in the homeland of the Métis and within Nuhenéné. The means and methods by which Denison engages with Indigenous people sets the foundation for the development of long-term and mutually respectful relationships.

In accordance with the IPP, Denison intends to promote reconciliation through a continuously evolving Reconciliation Action Plan based upon the following principles: Engagement, Empowerment, Environment, Employment and Education. The Reconciliation Action Plan, in part, reflects Denison’s aim to be a leader in engagement with Indigenous people and communities.

Denison has made notable progress in relation to the key areas identified in its Reconciliation Action Plan, including the following highlights for 2025:

Diversity within Denison

Denison’s Board recognizes that diversity enriches the decision-making process and is important to the Company’s good governance. The Board and management strive to ensure gender diversity and pay equity amongst its Board, executive officers and other employees.

The Board has a Diversity Policy, which clarifies the Company’s commitment to identifying and considering women for its Board and in senior officer positions. Each year, the Board adopts targets under the Diversity Policy. The CGN Committee reviews the targets each year and measures and reports to the Board on the Company’s annual and cumulative progress in achieving the Diversity Policy targets for representation of women within Denison. In 2025, the targets were (i) 33.3% female representation among the Company’s directors and senior officers, and (ii) as turnover occurs, consider gender diversity as a key factor in the nomination or hiring process for new directors and officers.

Board Diversity

The Board, through its Diversity Policy and the Composition Guidelines, by which the CGN Committee considers the composition of the Board and evaluates candidates, is committed to gender diversity on the Board and its committees and ensuring the consideration of qualified female candidates for nomination to the Board.

The Board makes a concerted effort to ensure qualified female candidates and candidates with diversity beyond gender are represented amongst the candidates for nomination to the Board, and the Board was very pleased to have join the team each of: Patricia Volker in 2018, with her rich accounting and finance background; Jennifer Traub in 2021, with her extensive and relevant legal expertise; and Laurie Sterritt in 2022, with her significant contributions to Indigenous, government, and community relations and experience in strategy, leadership and executive search.

Diversity of Senior Officers and Management

Similarly, the Diversity Policy expresses the Company’s commitment to seeking to include women, having the necessary skills, knowledge and experience, as potential candidates for senior officer and other positions at the Company.

Denison’s team has continued to grow, as Denison advances its flagship Wheeler River project in Northern Saskatchewan. Many new and important portfolios and key technical positions associated with the advancement of the Wheeler River project are led by women, in part due to the Company’s focus on hiring the best candidates for the role and ensuring a balance of gender in those candidates.

As at the end of 2025, Denison’s management team beyond the senior officer level was comprised of 29 “directors”, “managers” and “principals” with responsibilities over various areas including Finance and Financial Reporting, Wheeler River Project and other Technical and Engineering matters, Exploration, Sustainability, the Environment, Regulatory Affairs and Human Resources. 11 (or 38%) of those directors, managers and principals were women.

Diversity Beyond Gender

Denison values diversity across its operations, and diversity is always a consideration for director nominees and employee candidates throughout the organization. The Company also has commitments, including those expressed in the IPP, to providing equitable access to jobs and training and creating a work environment that promotes inclusivity and diversity, such that all are welcome and employees have an opportunity to contribute to reconciliation.

The Company has not set specific objectives for persons with disabilities, Indigenous peoples and members of visible minorities on the Board or within the organization. However, the Company ensures its recruitment methods seek diversity amongst its candidates whenever possible, to ensure Denison’s team is comprised of the best candidates without exclusion of candidates based on age, gender, sexual orientation, national origin, race, creed, ethnicity, or disability. Such principles are also enshrined in the Board’s Composition Guidelines.

To better understand the diversity at Denison, directors and staff have been encouraged to voluntarily disclose how they self-identify with respect to gender and sexual orientation and whether they self-identify as Indigenous, members of visible minorities and/or persons with a disability.

At the Board level, one of the Board director nominees (12.5% of the nominees) is Indigenous, a member of the Kispiox Band of the Gitxsan Nation in British Columbia.  

Throughout the Company, based on voluntary and anonymous self-identification by 95 employees, 13% of the employees at the Company in 2025 self-identified as Indigenous. In addition, by anonymous survey of 68 Company participants conducted in February 2026: (a) 26% of respondents self-identify as a member of another visible minority in Canada; (b) 41% of respondents were women; (c) 2% of respondents self-identify as LGBTQ2S+, unsure or other; and (d) 6% of respondents self-identify as a person with a disability.

Corporate Social Responsibility & Sustainability

The Board places a high value on governance, corporate social responsibility and sustainability, recognizing the importance of understanding the impact of the Company’s strategies on its stakeholders, and how such understanding can contribute to the long-term sustainability of the Company’s business, help identify and manage risk and lead to transformative opportunities.

An issue of great importance for Denison and the Board is its desire to operate its business in a progressive and sustainable manner that respects Indigenous rights and advances reconciliation with Indigenous peoples. The Board obtains specific reporting from management on its corporate social responsibility and sustainability goals and efforts, particularly the Company’s efforts at strengthening its relationships with Indigenous peoples interested in our current and proposed operations.

Denison also developed and implemented the IPP, expressing a vision for Denison’s role in reconciliation, based on Denison's experiences with, as well as feedback and guidance received from, Indigenous communities with whom the Company is actively engaged. See “Indigenous Peoples Policy”, above.

Risk Governance & Oversight

The Board oversees the Company’s approach to risk management which is designed to support the achievement of organizational objectives, improve long-term performance and enhance Shareholder value. Denison’s Board is responsible for overseeing the Company’s risks.

Denison has adopted an enterprise risk management program (the “ERM Program”) with respect to risk identification, assessment, management, and mitigation, the elements of which were reviewed and approved by the Board. Each year, the management committee responsible for oversight of the ERM Program provides training to the operational departments on the ERM Program, and coordinates reviews and updates, as applicable. Each operational department then reviews and provides the risk management committee with their comments and updates, as applicable. The ERM Program’s annual review process increases internal communication and awareness about risks and ensures the ERM Program continues to adapt and evolve to reflect Denison’s current risks and opportunities.

As part of the Board’s oversight of the ERM Program, the Board:

The Board has delegated greater oversight responsibilities to appropriate Board committees, as reflected in the Board and committee mandates. Each committee of the Board oversees material risks within its functional area (such as sustainability and climate- related risks overseen by the EHSS Committee) and reports to the Board on these matters on a periodic, and at least annual, basis.

Executive Officer Succession Policy

The Board acknowledges that a change in executive leadership can be a critical time in a company’s history and that a smooth transition is essential to maintain the confidence of investors, business partners, employees and other stakeholders and to provide the incoming officer with a solid platform from which to move the company forward. In connection therewith, the Board has adopted an Executive Officer Succession Policy (“Succession Policy”) to help Denison plan for and address a change in leadership, planned or unplanned, to ensure stability.

The Succession Policy provides for detailed contingency planning for an unplanned departure of the Company’s CEO, such as the appointment of an interim CEO, assessment of the Company’s needs and priorities to assist with candidate qualifications, and recruitment and appointment of a new CEO.

In addition, each of the executive officers of the Company, including the CEO, annually review and update a Succession and Contingency Plan, which describes the internal resources being developed to support, and potentially succeed to, each of the executive officer positions. The Plan also details the processes in place, and steps to be taken, to manage an unplanned departure of other members of the Company’s executive team. Each of the Succession Policy and the Plan are presented to the CGN Committee for their review at least annually, the results of which are reported to the Board.

Clawback Policy

Denison has a clawback policy in accordance with the policies of the NYSE American, providing for the recovery from its executive officers of erroneously awarded incentive-based compensation. The clawback policy provides for the forfeiture or reimbursement of any portion of an executive officer’s bonus payment (including equity) which is awarded for achievements that are based upon financial measures that are subsequently restated.

Post-Service Holding Periods

The Compensation Committee has considered whether to implement mandatory holding periods following retirement for senior executives. Such a policy is cited as an important safeguard against short-term risk-taking behaviour by management. The Compensation Committee considers that such a policy could have unintended consequences in terms of retention in a volatile and cyclical industry such as the mining and metals industry and has decided not to impose such a requirement.

Conflicts of Interest and Related Party Transactions

Compliance with the Company’s Code of Ethics requires directors, officers, and employees to avoid conflicts of interest. “Conflict of interest” is defined as a situation in which their personal interest conflicts or might conflict with their duties to the Company or with the economic interest of the Company, and may arise in situations of related party transactions. A “related party” includes: (a) a director or officer of the Company; (b) an affiliate, including an immediate family member, of a director or officer; or (c) a person who beneficially owns more than 10% of the Company’s common shares.

Any situation that presents an actual or potential conflict between a director, officer or employee’s personal interests and the interests of the Company (including related party transactions) is to be reported to the Chair of the Audit Committee. In addition, in the case of any transaction or agreement in respect of which a director of the Company has a material interest, the director is required to disclose his or her interest to the Chair of the Board and is generally required to exclude himself or herself from any deliberations or votes relating to that transaction or agreement.

Each year, the officers, directors, and employees confirm their compliance with the Code of Ethics. In addition, each year the Company’s directors and officers certify questionnaires that include questions regarding related party transactions, and any affirmative responses would be forwarded to the Audit Committee for consideration.

The Audit Committee is responsible for reviewing any proposed related party transactions and situations with a potential conflict of interest involving a director or executive officer of the Company. Any matters reviewed are then to be presented to the Board, subject to requirements under applicable corporate or securities laws.

There were no material conflicts of interest, related party transactions or waivers under the Code of Ethics reported by or granted in favour of any of Denison’s directors, CEO or other executive officers in 2025.

Interest of Informed Persons in Material Transactions

No informed person, including any director, proposed director or executive officer of the Company, had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

Climate & Risk Governance

Denison’s Board recognizes climate change is, and will continue to be, a significant factor in the strategic development of Denison and the industries in which it operates. Denison’s objective is to supply uranium for emission-free nuclear energy production. Denison is working to de-risk the application of in-situ recovery (“ISR”) mining for application at its flagship Wheeler River project, which has the potential to offer significant operational and environmental advantages over other conventional mining methods. Denison has sought to integrate the mitigation of environmental impacts in its project design. With a sustainable method of production in compliance with strict regulatory regimes, Denison would be supporting nuclear energy production, which is a low/zero-carbon emitting source of reliable baseload energy that is widely understood to be required to support countries in meeting their “net-zero” commitments.

The Company has also taken steps to enhance its climate governance in accordance with the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) and enhance its communication with reference to various standards including those published by the Global Reporting Initiative (“GRI”). Denison publishes an annual ESG Report and related ESG Scorecard on its website at www.denisonmines.com.

In connection therewith, the Board amended the Board Mandate in 2022, to recognize the Board’s responsibility for oversight of climate change opportunities and risks. In addition, the EHSS Committee has been given the responsibility, as set forth in its updated mandate, to oversee the Company’s effective management of climate-related opportunities and risks and to monitor environmental performance. The EHSS Committee meets, and reports to the Board, on a quarterly basis.

Along with ensuring alignment of Board governance with TCFD recommendations, additional changes were made to ensure that Denison’s executive team is accountable for climate change risk and opportunity management. The Board amended its mandate and the CEO’s job description to explicitly charge the CEO with the management of Denison’s ESG and climate change related risks and opportunities. The CEO job description is included in the Board Mandate (see Appendix A). An Enterprise Risk Management Committee, comprised of Denison’s Vice President Finance & CFO, Vice President Legal & Corporate Secretary and Director of Internal Audit & Risk, is responsible for facilitating the assessment and management of risks and opportunities (including climate-related risks and opportunities) in consultation with other members of the management team, integrating those risks and opportunities into an enterprise risk management framework, and reporting on material risks to the applicable Committees and the Board of the Company.

Information Technology, Cyber & Artificial Intelligence Risks

Given the focus and scope of Denison’s operations, the varied elements of cyber security have not currently been identified as a material risk to Denison. Notwithstanding that, continuity of information technology is beneficial to any organization, including Denison, and the Company applies technical and process controls in line with industry-accepted standards to protect information, assets and systems, and is always considering initiatives to enhance its cyber and data security. The Audit Committee is responsible for broad oversight of any such mitigation initiatives, and is reported to quarterly with respect to things within its mandate and at least annually with respect to cyber security matters.

The Company is observing a greater number and increasing sophistication of phishing scams attempts. To date the Company has not experienced any material breaches or direct losses relating to cyber attacks.

One of the most important things a company can do to prevent information security breaches is to ensure its people understand the importance of protecting its data and systems. In light of that, the Company has an Information Technology Acceptable Use Policy for its employees, for which it seeks annual review and affirmation of compliance, with procedures and practices in place designed to protect Denison’s information technology infrastructure. Denison also regularly deploys company-wide information technology and cyber-security training, to ensure familiarity with the risks and mitigation strategies, with periodic mandatory training modules.

Director Education

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.

Director education is implemented in the following ways at Denison:

The Chair of the CGN Committee also coordinates an interview and orientation package for new Board members, covering a range of topics applicable to the role of the director and the Board.

Directors’ and Officers’ Liability Insurance

The Company maintains liability insurance for its directors and officers acting in their respective capacities in an aggregate amount of $80,000,000, subject to a self insured retention (SIR) of $2,500,000 per occurrence for insured claims including claims under securities laws for which the Company has provided an indemnity. There is no SIR for non-indemnifiable claims. The current policy is for the period from November 1, 2025 to November 1, 2026. The premium paid by the Company in 2025 for its directors’ and officer’s liability insurance was approximately $789,296. No amounts were paid by individual directors and officers for this coverage.

Director Compensation

Denison recognizes the contribution that its directors make to the Company and seeks to compensate them accordingly. The Compensation Committee is responsible for making recommendations as to director compensation for the Board’s consideration and approval. When annually reviewing the Board’s compensation arrangements, the Compensation Committee considers the following objectives:

Cognizant of current market trends in directors’ compensation, and its broader commitment to enhance governance practices, the Board revised the director compensation structure in 2018 and included grants of RSUs under the Company’s Share Unit Plan. In 2019 and 2020, no further changes were made, respectful of the Company’s operations and financial resources.

In 2023, the Compensation Committee conducted a fulsome review of the Company’s director and executive compensation programs, including the engagement of Global Governance Advisors (“GGA”) to analyze the compensation of the Company’s directors and executives relative to its peers. As a result of the Compensation Committee’s review of GGA’s reports and recommendations, modifications to the director and executive compensation arrangements were approved for 2024, to maintain alignment with Denison’s peers, including: (a) an increase to cash compensation, and (b) the removal of share option grants as part of the compensation mix for directors. That compensation structure was maintained for 2025.

Cash Compensation

In 2025, Denison’s director cash compensation included an annual retainer, an annual chair fee for serving as a committee chair and annual committee membership fees. The table below sets out non-employee directors’ retainers and fees as at December 31, 2025.

Note to Cash Compensation:

Denison also reimburses directors for any reasonable travel and out-of-pocket expenses relating to their duties as directors.

Equity Compensation

The Board believes that equity grants help to align directors’ interests with those of Shareholders and also provide additional incentive to directors for corporate performance. In 2025, equity compensation was comprised solely of RSUs under the Company’s Share Unit Plan.

To align the administration of the director equity grants with the approach used for employee equity grants, the number of RSUs and stock options granted are determined based on an estimated value of each RSU derived from the value of the Company’s Shares as at December 31^st. Accordingly, in the case where the Company’s Share price increases subsequent to December 31^st, the fair value of the equity grants at the time of grant (normally March) will exceed the targeted levels. Similarly, where the Company’s Share price decreases subsequent to December 31^st, the fair value of the equity grants at the time of grant will be lower than the targeted levels.

In 2025, 60,000 RSUs were granted to each Denison director. In 2024 and 2023, 72,000 and 42,000 RSUs, respectively, were issued to each director.

In 2025 and 2024, options were not granted to Denison directors. In 2023, each director received a grant of 60,000 options.

2025 Director Compensation

The table below sets out what Denison paid to non-employee directors in retainers and fees for 2025.

Notes to 2025 Director Compensation:

Directors’ Outstanding Option-Based Awards

As at the end of 2025, each non-employee director’s option-based awards outstanding are as follows:

Notes to Directors’ Outstanding Option-Based Awards:

Directors’ Outstanding Share-Based Awards

As at the end of 2025, each non-employee director’s share-based awards outstanding are as follows:

Notes to Directors’ Outstanding Share-Based Awards:

Value Vested or Earned in 2025

The following table sets out for each non-employee director the value of the Company’s equity plan compensation vested or earned during the financial year ended December 31, 2025. The Company had no non-equity incentive plan compensation for directors at December 31, 2025.

Notes to Value Vested or Earned in 2025:

Director Share Ownership Requirement

The Board has a share ownership requirement, which requires all non-employee directors to own Shares (including RSUs) with a cost of acquisition (or deemed cost at time of grant) equal to three times the value of their annual cash retainer within five years of becoming a non-employee director or an increase in their cash retainer. Where a nominee director’s annual cash retainer is paid to his or her employer, he or she is exempted from the requirement.

For the purposes of assessing compliance, the share ownership requirement provides that Denison’s securities are valued in the following manner:

Denison’s non-employee directors are all in compliance with the share ownership requirement: (a) owning sufficient Shares, (b) being within the five-year period of becoming a non-employee director or of an increase in their cash retainer, or (c) otherwise exempt (see below).

The approximate share ownership values for the nominated directors are as follows:

Notes:

Executive Compensation

This section of the Circular discusses Denison’s executive compensation program and the pay decisions affecting its Named Executive Officers (as defined in applicable securities laws, collectively, the “NEOs”). The NEOs in 2025 were:

The Objectives of the Company’s Compensation Program

Denison strives to improve Shareholder value through sustainable corporate performance. The Company recognizes that its employees and, in particular, the leaders within the organization have a significant impact on Denison’s success.

Managing Risk

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, with (B) long-term incentive payments focused on longer term performance of the Company, including stock option grants under the Option Plan and share units granted under the Share Unit Plan.

The Compensation Committee also considers the implications of each of the various components of the Company’s compensation policies and practices to ensure that executive officers are not inappropriately motivated towards shorter-term results, excessive risk taking or illegal behaviour.

The Compensation Committee uses a number of strategies to reduce the risk associated with compensation, including:

Compensation Decision-Making

At the beginning of each year, the Board reviews the Company’s performance and the analysis and recommendations of the Compensation Committee in respect of NEO compensation. As applicable, the Compensation Committee provides to the Board (a) its assessment of the competitiveness of base salaries within Denison's peer group, (b) its recommendations for annual performance incentives for the Company’s executives, based on the prior year’s performance of such executives and the Company as a whole, and (c) its recommendations regarding base salaries, long term incentive awards and annual performance objectives for the current fiscal year.

The Compensation Committee reviews all of Denison’s policies and programs relating to executive compensation and makes recommendations to the Board. This process involves:

Compensation Consultant Advice

Denison seeks to provide competitive total compensation packages to its executive officers to ensure that it attracts and retains the most talented individuals. Accordingly, the Compensation Committee relies on input from independent compensation advisors from time to time and other outside information, including the insight of Board members.

In each of 2020, 2023 and 2024, the Compensation Committee initiated fulsome reviews of the Company’s director and executive compensation programs, including the engagement of GGA to analyze the compensation of the Company’s directors and executives. GGA conducted industry research, peer benchmarking and confidential one-on-one interviews with Board members and select executives at Denison to discuss Denison’s business strategy, compensation philosophy, compensation structure and key performance indicators.

Based on GGA’s 2020 recommendations, in 2021 the Compensation Committee and the Board, as applicable, approved various adjustments to the Company’s compensation arrangements, including the introduction of an executive share ownership requirement. Based on GGA’s 2023 and 2024 recommendations, for each of 2024 and 2025 the Compensation Committee and the Board, as applicable, approved (a) modifications to base compensation for certain executives; and (b) adjustments to the elements of the Bonus Plan. Despite changes being made in 2024, further changes were deemed warranted in 2025, as the Company was experiencing significant change in the composition of its executive team (with several additions and promotions).

The Compensation Committee will continue to evaluate the overall appropriateness of the Company’s NEO compensation.

Benchmarking

Denison’s target compensation position is the median against a selected peer group of similar type and size of Canadian mining companies. Part of GGA’s mandate in 2023 and 2024 was the review the Company’s peer group.

The following criteria were used in creating the Company’s compensation peer group: generally of a similar size to Denison (0.25x to 4x) in terms of total assets and market capitalization, operations in similar geographical locations to account for geographic risk, production phase and primarily mining for uranium, copper and other non-precious metals, with a similar business strategy and scope of operations to Denison, and publicly traded on major North American exchanges. Based on these factors, it was determined that the following companies were suitable peer comparators for consideration in determining levels of senior executive compensation: Altius Minerals Corporation, Centrus Energy Corp., Energy Fuels Inc., Ero Copper Corp., Filo Corp., Fission Uranium Corp., Foran Mining Corp., Lithium Americas (Argentina) Corp., NexGen Energy Ltd., NGEx Minerals Ltd., Paladin Energy Limited, Taseko Mines Ltd., Uranium Energy Corp. and UR-Energy Inc.

Executive Compensation Consultant Related Fees

Fees paid to GGA in 2023 and 2024 were $79,400. GGA was also engaged in 2024 to assist with the review of the Share Unit Plan, for which GGA was paid $41,700.

Compensation Framework

The Company uses three key compensation components to achieve the executive compensation program’s objectives: base salary, annual performance incentive and long-term incentive.

Base Salary

Base salary is a fixed component of pay that compensates executives for fulfilling their roles and responsibilities and aids in attracting and retaining the qualified executives. Base salaries are reviewed annually to ensure that they reflect how an individual fulfills his or her responsibilities and to ensure that Denison’s compensation stays competitive.

Annual Performance Incentives

Denison’s annual performance incentive is a short-term variable element of compensation, typically in the form of a cash bonus, administered in accordance with the Bonus Plan approved and reviewed annually by the Compensation Committee.

The CEO’s awards under the Bonus Plan are approved by the Board, upon recommendation of the Compensation Committee. The Compensation Committee reviews and approves the CEO’s recommendations for awards under the Bonus Plan for the CFO and Vice Presidents of the Company.

Corporate Performance Measures: The Compensation Committee measures corporate performance using a combination of a shareholder return measure and strategic corporate objectives:

Shareholder Return Relative to Industry (SRI): a measure of Denison’s Share price performance relative to a peer group of companies in the uranium mining industry over the 12-month period ended on the last day of the fiscal year.

Corporate Objectives: objectives identified by the Compensation Committee and the Board, as being the strategic focus of the Company and management in the year.

For 2025, Corporate Performance was assessed based on the following weighting:

This allocation is intended to ensure alignment of Bonus Plan compensation with shareholder return, with an incentive for management to (a) drive shareholder returns beyond those of the Company’s peers even in times when market conditions are challenging, while (b) remaining heavily focused on achievement of key short-term objectives linked to the long-term and/or strategic success of the Company. For example, in support of the Company’s strategic prioritization of Environment-Social-Governance objectives, if in any year the Company suffers a fatality at any of its operations, the EHSS component of the Corporate Performance measurement will be assessed at 0% for all executives under the plan.

The calculation of SRI under the Executive Incentive Bonus Plan is based upon an annual selection of a peer group of five directly comparable companies (selected at the beginning of the year), which are expected to be the five largest pure uranium producers, developers and/or explorers with a small to mid-cap range market capitalization (the “SRI Peer Group”). For 2025, the SRI Peer Group was comprised of NexGen Energy Ltd., Uranium Energy Corp., Paladin Energy Ltd., Boss Energy Limited, and Energy Fuels Inc.

The Company’s performance against the SRI measure is determined based on the Company’s Share price at the end of the fiscal year. To eliminate the impact of a single trade at the close of the trading day, the Share price used to evaluate SRI will generally be the single day volume weighted average on the last trading day of the year.

Individual Performance Measures: A variety of individual objectives are set for each participant in the Bonus Plan with a focus on aligning their respective areas of responsibility with the Company’s annual business objectives.

Each year, the CEO meets with the executives participating in the Bonus Plan to develop a set of individual objectives and performance measures for the year, which are then presented to and approved by the Compensation Committee. The CEO also presents his individual objectives and proposed performance measurement criteria to the Compensation Committee for recommendation to the Board for approval.

Bonus Weighting and Proportions

The following are the performance measure categories, and their weighting, for each executive in 2025.

Based on the maximum bonus level for the applicable participant in the Bonus Plan (as outlined above), Corporate and Individual performance measures are assessed against three levels of achievement, with the following associated aggregate bonus award amounts expressed as a percentage of base salary:

For example, the CEO’s bonus award is based 90% on achievement of corporate performance objectives, of which 15% is weighted to the SRI measure of performance. If performance against the SRI measure is assessed as Breakthrough, then it would contribute 27% of base salary towards the CEO’s bonus award for the year (90% Corporate x 15% Weighting for SRI measure x 200% Breakthrough performance = 27%).

Long-Term Incentives

Equity based compensation, such as stock option and share unit grants to executives, play an important role in helping Denison meet the objectives of its compensation program. Equity compensation rewards long-term growth and an appreciation in Share price, thus promoting the creation of Shareholder value. Additionally, equity compensation is commonplace in the Canadian mining industry and is an important part of keeping Denison’s compensation competitive with that of its peers.

The Compensation Committee has a “Stock Based Compensation Grant Policy” (the “Grant Policy”), which provides for a uniform long-term incentive pay (“LTIP”) program for eligible employees at Denison. Under the Grant Policy, equity grants are made annually following the release of year end results.

For stock options, the exercise price will be set in accordance with the Option Plan and the Company’s Disclosure Policy. The Option Plan is described in detail starting on page 55 of this Circular. All options granted pursuant to the Grant Policy have a five-year term and vest, in equal parts, over 3 years, on the first, second and third anniversaries of the grant.

Under the Company’s Share Unit Plan, Share Units can be granted as RSUs (where the Shares typically vest after the passage of a pre-determined amount of time) or PSUs (where the Shares will only become issuable if, at the time of vesting, certain pre-determined performance conditions have been met). Any such grants would be in keeping with the policies of the Compensation Committee, and in keeping with the provisions of the Grant Policy and Share Unit Plan. The Share Unit Plan is described in detail starting on page 56 of this Circular.

For 2025, the magnitude of an equity compensation grant for an employee is determined with consideration of:

For example, the following target rates, as a percentage of base salary, have been set for long-term incentive grants for executives, but can be adjusted based on the assessment of each executive officer’s individual and corporate objectives and achievements:

The number of stock options and restricted share units to be granted pursuant to the LTIP program are determined based on an estimated value of each stock option and restricted share unit derived from the value of the Company’s Shares as at December 31^st of the immediately preceding year. This is an important feature of the Company’s compensation scheme as it aligns the date used to approximate the value of stock-based compensation instruments with the measurement date used for the assessment of corporate performance for the Bonus Plan (as described above).

This alignment eliminates the risk of timing bias for the release of significant Company news and developments amongst Denison’s senior management.

The timing of the grants of the actual stock options and share units awarded under the LTIP plan, however, occurs following the assessment of annual performance and the completion of the audit and approval of the year-end financial statements (and financial results) of the Company, which typically occurs in March of the subsequent year.

Accordingly, in the case where the Company’s Share price increases after December 31^st, the fair value of the equity grants at the time of grant (i.e., March) will typically exceed the targeted levels in the LTIP program. Similarly, where the Company’s Share price decreases after December 31^st, the fair value of the equity grants at the time of grant will typically be lower than the targeted levels.

The Summary Compensation Table below reflects the accounting fair value of the stock-based compensation awards determined using the closing price of the Shares on the trading day prior to the accounting grant date in March of each year.

Compensation of Named Executive Officers

The table below is a summary of base salary, incentive-based awards and other compensation awarded to the current NEOs in the last three financial years. None of the NEOs received any non-equity awards under a long-term incentive plan, and the Company does not have any defined benefit or actuarial plans for active employees.

Summary Compensation Table

Notes to Summary Compensation Table:

Five-Year Trend Discussion

The annual compensation in the graphs below reflect total compensation for the CEO and the other NEOs disclosed in that year, rather than compensation from 2020 to 2025 for the current NEOs who may not have been NEOs in prior years. For example, only Mr. Cates was an NEO from 2020 to 2025.

Base Salaries:

In 2024, Denison engaged GGA to conduct an executive compensation study, including: (a) recommendations for Denison’s compensation peer group; and (b) an analysis of the Company’s executive compensation compared to such peer group. This review was completed due to changes in the composition of Denison’s executive team (with several additions and promotions in 2023 and 2024) and growing competition for qualified employees. See “Executive Compensation – Benchmarking” on page 38 for details of Denison’s peer group for compensation benchmarking.

Based on GGA’s recommendations, the Compensation Committee approved executive compensation adjustments for 2025 as a mix of (a) cost-of-living adjustments (“COLA”) for certain NEO base salaries determined to already reflect alignment with Denison’s compensation peer group; and (b) additional salary adjustments for other NEO base salaries to account for promotions or recommended peer group alignment. The COLA to salaries and related compensation is prepared using the 12-month rolling change in the Canadian Consumer Price Index for each of the Company’s operating locations.

Equity Compensation:

Equity compensation, in the form of options and Share Units, represents a significant portion of the reported value of the Company’s NEO compensation. In each of 2020 and 2024, GGA completed a fulsome review of executive compensation leading to the Compensation Committee adopting changes to several components of Denison’s executive compensation arrangements to better align Denison’s incentive compensation with its peers. An element of that change was to adjust the target thresholds for option and share unit grants, as a percentage of base salary, under the LTIP program.

There were no options or other equity compensation held by the NEOs that were re-priced downward during the most recently completed financial year of the Company.

Performance Graphs

Cumulative Value of $100 Investment

The following graph compares the cumulative total shareholder return for $100 invested in the Shares on the Toronto Stock Exchange for the Company’s five most recently completed financial years with the cumulative total shareholder return of the S&P/TSX Composite Index for the same period. The Share performance as set out in the graph does not necessarily indicate future price performance. The Shares trade on the TSX under the symbol “DML”.

Data supplied by the TSX.

Five-Year Trend in NEO Total Compensation

Compared to Denison Cumulative Value of $100 Investment

To evaluate the trend in Denison compensation levels in relation to Share performance as measured in the graph above, Denison relied on the total annual compensation awarded for fiscal years 2020 through 2025 on the same basis as is currently disclosed in the “Summary Compensation Table” above, using the fiscal year 2020 as a base amount for comparing changes in compensation over time.

Denison Share data supplied by the TSX.

The chart above reflects the impact of equity-linked compensation for the Company’s NEOs. For 2021 and 2024, the chart reflects adjustments to executive compensation approved by the Compensation Committee after review of recommendations from GGA that: (a) resulted in an increase in executive salaries, to better align with peer benchmarking; and (b) adjustments to the LTIP targets within the Bonus Plan.

See “Compensation of Named Executive Officers – Five Year Trend Discussion” for more details.

Annual Performance Incentives

Denison’s NEOs were eligible to receive a bonus for the year ended December 31, 2025, in accordance with the Company’s Bonus Plan. As previously discussed, computation of bonuses is based on assessments of corporate and individual performance.

2025 Corporate Performance

As explained starting on page 39 of the Circular, Corporate Performance Measures for 2025 were assessed with reference to Shareholder Return Relative to Industry (SRI) and Corporate Objectives.

Corporate Performance - SRI

For SRI, the performance of the Company’s selected SRI Peer Group is used as the benchmark for measuring industry performance. In 2025, the market cap weighted share price performance of the SRI Peer Group (when comparing their share price on the last trading day of the year in 2025 against 2024) was +57.98%, resulting in the following SRI objectives:

Denison’s share price increased from US$1.8152 on December 31, 2024 to US$2.6538 on December 31, 2025, representing a percentage change of +46.20%, which is aligned with a “Below Base” level achievement against its SRI Peer Group. However, Denison significantly outperformed three of the five peer companies (NXE, PDN, and BOE), who taken as a group achieved a market cap weighted performance of only +30.73%. In comparison, the two U.S. based peer companies (EFR and UEC) averaged over ~130% and account for 66.76% of the SRI weighted return of +57.98%, despite market cap weightings accounting for only 37.30%. It was considered that assessing the SRI metric at a “Below Base” does not appropriately reflect the Company’s relative peer performance and the fact that the U.S. peers appear to have disproportionately benefited from U.S. government policy developments in 2025 regarding investments in U.S. critical minerals projects. Therefore, the Board approved an SRI achievement rating of “Stretch” for 2025.

Corporate Performance – Corporate Objectives

The second element of corporate performance is the assessment of performance against specified corporate objectives identified by the Compensation Committee and the Board as being the strategic focus of the Company and management in the year. The Compensation Committee assessed the 2025 performance against corporate objectives, as summarized in the following table:

2025 Individual Performance

In 2025, the Board of Directors approved individual objectives for Mr. Cates upon the recommendation of the Compensation Committee. In March 2026, the Compensation Committee assessed Mr. Cates’ performance against these objectives in making their recommendation to the Board of Directors as to Mr. Cates’ entitlement under the Bonus Plan. It was determined that Mr. Cates had achieved his objectives, as summarized, in part, as follows:

Each of the other NEOs eligible for a bonus for 2025 had individual performance objectives approved by the Compensation Committee, and the Compensation Committee assessed their performance against these objectives in determining an award under the Bonus Plan.

Each executive was assessed as having met or exceeded their 2025 base level objectives.

Based on the foregoing, the assessment of the following NEOs’ bonus entitlement was:

Long Term Incentive Plan Awards

The Company employs three forms of incentive plans to award its employees for individual and Company performance, namely option-based awards, share-based awards and non-equity-based awards in the form of cash bonuses. See “Equity Compensation Plans” below, for more information.

Value Vested or Earned during 2025

The table below sets out information concerning the value of incentive plan awards, including option-based, share-based and non-equity incentive plan compensation, vested or earned during the financial year ended December 31, 2025 for each NEO.

Note for Value Vested or Earned During 2025:

Outstanding Share-Based Awards

The following table sets out for each NEO the number and value of their share units outstanding on December 31, 2025.

Notes for Outstanding Share-Based Awards:

Outstanding Option-Based Awards

The following table sets out for each NEO the number and value of their options outstanding on December 31, 2025.