Denison Mines Corp. · TSX:DML

Denison Mines — Merger or Acquisition (July 2015)

16 slides from Denison Mines's merger presentation, Jul 7, 2015

1. Slide 1: Creating uranium’s leading exploration & development company

   Creating uranium’s leading exploration & development company The Merger of Denison Mines Corp. & Fission Uranium Corp. Investor Update July 7, 2015

2. Slide 2: Cautionary Statements

   Cautionary Statements Certain information contained in this presentation constitutes “forward-looking information”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 and similar Canadian legislation concerning the business, operations and financial performance

3. Slide 3: Transaction = Value Increase

   Transaction = Value Increase Fission’s PLS Project & Triple R Deposit Denison’s Wheeler River Project Exploration, Development & Processing Industry‐leading Management & Technical Team Increased Liquidity & Capital Markets Presence Positioned for the Coming Uranium Upturn 3

4. Slide 4: Transaction Summary

   Transaction Summary Overview of merger between Denison and Fission  Binding Letter of Intent (LOI) leading to Definitive Agreement by end of July 2015  Merger of equals where approximately 50% of the combined company will be owned by Transaction Summary Denison shareholders and 50% by Fission shar

5. Slide 5: New Management Team

   New Management Team Executive team Board of directors  Dev Randhawa − CEO  Lukas Lundin − Non-executive Chairman − Current Chairman & CEO of Fission − +30 years of natural resource entrepreneurship − Founder of Strathmore Minerals Corp. which spun  Ron Hochstein − Director out Fission Energy Corp

6. Slide 6: World-Class Assets

   World-Class Assets Leading uranium assets in the world’s premier uranium jurisdiction  PLS: hosting the Triple R Deposit − 100% interest − The largest undeveloped high-grade resource in the Athabasca Basin. Aggressive >60 hole program underway, expecting PEA in 2015. Strong potential for continued

7. Slide 7: Triple R Deposit at PLS

   Triple R Deposit at PLS High-grade, Western Athabasca deposit  Located in the Athabasca Basin, where grades can be more than 10x the world average  Triple R is part of the 100%-owned PLS Property, which comprises 17 claims totaling 31,039 hectares  Shallow, large, high-grade, basement-hosted & gr

8. Slide 8: Wheeler River

   Wheeler River High-grade, Eastern Athabasca deposit  Located in the eastern Athabasca basin in proximity to existing mining and milling infrastructure  60% interest (Cameco - 30% and JCU - 10%)  Comprises 19 claims totaling 11,720 hectares  2015 budget of CAD$10M (Denison share CAD$6M) ‒ Complet

9. Slide 9: Diversified Asset Mix

   Diversified Asset Mix To insert AB Map ‐ To include comment regarding “Dominant” position in the Athabasca Basin as a result of combination of Denison’s Portfolio of assets focussed in the east and fission’s leading asset base in the West. 9

10. Slide 10: Diversified Asset Mix

    Diversified Asset Mix Two Flagship Development Assets • Large, high-grade, growing Triple R deposit • High grade Phoenix deposit complemented by growing Gryphon zone discovery at Wheeler Dominant Athabasca Land Postion • Over 430,000 Hectares of land • Leading position in Eastern & Western Basin Min

11. Slide 11: Development Pipeline

    Development Pipeline Leading Position in Athabasca Basin Development Projects • Denison Energy Corp. to have an interest in 5 of the 10 largest development projects • Areva Resources Canada: 4 projects; Cameco Corp.: 3 projects TOP 10 DEVELOPMENT PROJECTS - ATHABASCA BASIN Triple R: 100% 79.6Mlbs In

12. Slide 12: Market Positioning

    Market Positioning Denison Energy Corp. to take dominant position in Mid-Cap market • Increased market capitalization leading to higher trading liquidity and index inclusions • Enhanced market profile from increased capital market presence and combined news flow $1,500 ~$7.2B $1,200 Mkt Cap (C$M) $9

13. Slide 13: Capitalization Summary

    Capitalization Summary Summary of the combined company capital structure Fission Combined Denison Fission (1) at offer Share price (TSX) CAD$/share 0.92 1.01 1.18 1.85 Basic shares outstanding Mshares 518.4 386.2 386.2 502.8 FDIM Mshares 518.9 404.8 405.8 515.1 Market Cap. (FDIM) CAD $M 477.4 408.8

14. Slide 14: Merger of Equals

    Merger of Equals Both companies bring merit to the merger Contribution analysis  Denison contribution to the merger: % Denison Fission − Phoenix: The highest-grade uranium resources in the 100% world near existing infrastructure − Ownership in uranium processing facility generating 90% steady cash

15. Slide 15: Appendix: References

    Appendix: References Technical Reports: 1. McClean Lake “Technical Report on the Denison Mines Inc. Uranium Properties, Saskatchewan, Canada” dated February 16, 2006. Richard E. Routledge, M.Sc., P. Geo. and James W. Hendry, P. Eng., are the independent Qualified Persons for the McClean Technical Re

16. Slide 16: For further information

    For further information Denison Mines Corp Fission Uranium Corp David Cates Dev Randhawa President & CEO Chairman & CEO Sophia Shane Rich Matthews Investor Relations Investor Relations Phone: 416.979.1991 ext 366 Phone: 250.868.8140 Toll Free: 1.888.689.7842 Toll Free: 1.877.868.8140 Email: info@den

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