Denison Mines

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Comparison of NYSE Corporate Governance Rules Required to be followed by U.S. Domestic Issuers and the Corporate Governance Practices of Denison Mines Corp. (Disclosure Required by Section 303A.11 of the NYSE Listed Company Manual)

As a Canadian reporting issuer with Common Shares listed on the Toronto Stock Exchange (TSX), Denison Mines Corp. (Denison) has in place a system of corporate governance practices which is responsive to applicable Canadian requirements, including the Corporate Governance Guidelines of the Ontario Securities Commission, National Policy 58-201 (the Guidelines).

Denison's corporate governance practices meet or exceed the Guidelines and all other applicable Canadian requirements. Reference is made to pages 24 to 30 of Denison's management proxy circular dated March 23, 2009, which contains a description of our system of corporate governance practices with reference to the Guidelines.

Denison is classified as a foreign private issuer under US securities law and its Common Shares are listed on the New York Stock Exchange (NYSE). Pursuant to the rules of the NYSE (the NYSE Rules), a foreign private issuer is permitted to follow home country practice, except for sections 303A.06 (must have an Audit Committee that satisfies the requirements of Rule 10A-3 under the Exchange Act); 303A.11 (must disclose any significant ways in which its corporate governance practices differ from those followed by domestic companies under NYSE listing standards); 303A.12(b) (CEO must notify the NYSE in writing of any material non-compliance with any applicable provisions of Section 303A) of the NYSE Rules; and 303A.12(c) (must submit an executed Written Affirmation annually to the NYSE and an interim Written Affirmation each time a change occurs to the board or any of the committees subject to Section 303A). Denison is in compliance with these sections. In addition, Denison benchmarks its policies and procedures against both Canadian and US governance standards, with a view to adopting best practices when appropriate to its circumstances. The Company's governance system incorporates many practices described in the NYSE Rules, and is in compliance with applicable rules adopted by the US Securities & Exchange Commission to give effect to provisions of the Sarbanes-Oxley Act of 2002.

The following is a brief summary of the significant ways in which Denison�s corporate governance practices differ from those required to be followed by U.S. domestic issuers under the NYSE's listing standards:

The commentary to section 303A.07(a) of the NYSE Corporate Governance Rules provides that if an audit committee member simultaneously serves on the audit committees of more than three public companies, and the listed company does not limit the number of audit committees on which its members serve to three or less, then in each case, the Board must determine that such simultaneous service would not impair the ability of such member to effectively serve on the listed company�s audit committee. It must also disclose this determination. Denison does not have a policy limiting the number of audit committees on which the members of its Audit Committee may serve. However, as part of the committee appointment process, the Corporate Governance and Nominating Committee and the Board assess the ability of potential committee members to meet the responsibilities of the committee in question, including through attendance at, preparation for and participating in meetings.
Section 303A.05 of the NYSE Listed Company Manual requires the Compensation Committee to be composed entirely of independent directors. Denison�s Compensation Committee charter and the requirements of the Guidelines only require a majority of independent directors (and a majority of Denison�s Compensation Committee members are independent).