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.5
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, 2020 of Denison Mines Corp. of
our report dated March 5, 2020, relating to the consolidated
financial statements as at and for the year ended December 31, 2019
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 Statement on
Form F-10 (No. 333-238108) and 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
included in the to this Annual Report on Form 40-F,
which is incorporated by reference in such Registration
Statements
/s/ PricewaterhouseCoopers
LLP
Chartered
Professional Accountants, Licensed Public Accountants
Toronto, Canada
March 29, 2021
PricewaterhouseCoopers
LLP
T: +1 416
863 1133, F: +1 416 365 8215, www.pwc.com/ca
“PwC”
refers to PricewaterhouseCoopers LLP, an Ontario limited liability
partnership.