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March 13,
2019
Consent of Independent Registered Public Accounting
Firm
We hereby
consent to the incorporation by reference in this Annual Report on
Form 40-F for the year ended December 31, 2018 of Denison Mines
Corp. of our report dated March 7, 2019, relating to the
consolidated financial statements and the effectiveness of internal
control over financial reporting, which is filed as an Exhibit to,
and incorporated by reference in, this Annual Report.
We also
consent to the incorporation by reference in the Registration
Statements on Forms S-8 (No. 333-48174, No. 333-148915, No.
333-190121 and 33-224641) of Denison Mines Corp. of our report
dated March 7, 2019 referred to above. We also consent to the
reference to us under the heading “Interests of
Experts,” which appears in the Annual Information Form
included in the Exhibit incorporated by reference in this Annual
Report on Form 40-F, which is incorporated by reference in such
Registration Statements.
(Signed) "PricewaterhouseCoopers
LLP"
Chartered Professional Accountants, Licensed Public
Accountants
Toronto, Ontario,
Canada
PricewaterhouseCoopers LLP
PwC
Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J
0B2
T: +1 416
863 1133, F: +1 416 365 8215, www.pwc.com/ca
“PwC” refers to
PricewaterhouseCoopers LLP, an Ontario limited liability
partnership, which is a member firm of PricewaterhouseCoopers
International Limited, each a member firm of which is a separate
legal entity.