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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, 2019 of Denison Mines
Corp. of our report dated March 5, 2020, relating to the
consolidated financial statements and the effectiveness of internal
control over financial reporting, which appears in the .3
incorporated by reference in this Annual Report on Form
40-F.
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 5, 2020 referred to above. We also consent to reference
to us under the heading “Names and Interests of
Experts,” which appears in the Annual Information Form which
appears in the 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
March 13,
2020
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.