Exhibit 99.2

MANAGEMENT’S DISCUSSION & ANALYSIS 

FOR THE THREE MONTHS ENDED 

MARCH 31, 2026

TABLE OF CONTENTS

This Management’s Discussion and Analysis (‘MD&A’) of Denison Mines Corp. and its subsidiary companies and joint arrangements (collectively, ‘Denison’ or the ‘Company’) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of May 12, 2026 and should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and related notes for the three months ended March 31, 2026. The unaudited interim condensed consolidated financial statements are prepared in accordance with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’), including IAS 34, Interim Financial Reporting. Readers are also encouraged to consult the audited consolidated financial statements and MD&A for the year ended December 31, 2025. All dollar amounts in this MD&A are expressed in Canadian dollars, unless otherwise noted.

Additional information about Denison, including the Company’s press releases, quarterly and annual reports, Annual Information Form (‘AIF’) and Annual Report on Form 40-F (‘Form-F’) , is available through the Company’s filings with the applicable securities regulatory authorities at www.sedarplus.ca (‘SEDAR+’) and at www.sec.gov/edgar (‘EDGAR’).

MANAGEMENT’S DISCUSSION & ANALYSIS

Q1 2026 PERFORMANCE HIGHLIGHTS

In February 2026, the Company announced receipt of approval from the Canadian Nuclear Safety Commission (“CNSC”) for the Environmental Assessment (“EA”) and the Licence to Prepare a Site & Construct (the “Construction Licence”) for the Wheeler River Operation, which consists of Phoenix In-Situ Recovery (“ISR”) uranium mine (“Phoenix” or the “Project”). Phoenix is situated on the Wheeler River property (“Wheeler River”) and is the first uranium mine in Canada to receive federal approval for construction in over 20 years. With the EA having previously been approved by the Province of Saskatchewan, and other provincial approvals necessary to commence construction already received, federal approval of the EA and the issuance of the Construction Licence represented the final regulatory approvals required to commence construction of Phoenix.

Following the receipt of the CNSC approvals, Denison announced approval by its Board of Directors to proceed with the construction of Phoenix (“Final Investment Decision” or “FID”).

Following the FID in late February 2026, the Integrated Project Management Team mobilized to the Phoenix site in early March and began overseeing the execution of site preparation activities and certain early works activities.

By the end of April 2026, significant progress was made on schedule-critical activities including the completion of tree clearing activities across the primary mine site area prior to the onset of the migratory bird season. Site clearing and civil works were also completed for the concrete batch plant pad, which will allow for the mobilization of the batch plant to site in early May 2026. Additionally, a rock crusher was mobilized to a nearby quarry, allowing for the commencement of aggregate production to support site civil activities.

Civil activities at the main Phoenix site continue to advance, as well as the initiation of the construction of access roads and clearings necessary to establish the future site airstrip.

Prior to the completion of the airstrip, scheduled for later in 2026, the majority of construction personnel will be transported to site via an 18-passenger helicopter, Regular air transport commenced in April 2026, following the completion of the construction of the site helipad.

As Phoenix is a greenfield mine development project, significant site preparation activities and early works are required prior to the commencement of full-scale construction. Based on the early works completed to date, the ramp up of construction staff and activities to achieve a full-scale rate of construction is expected to occur before the end of the second quarter of 2026. Once construction activities ramp up, it is anticipated to take approximately two years to complete construction at Phoenix.

This execution timeline positions Denison as one of the few uranium suppliers globally that is on track to provide a sizeable new source of uranium production before the end of the decade.

The proceeds from the sale of the Company’s physical uranium holdings and inventory is an important part of the Company’s project financing plans for Phoenix. In the first quarter of 2026, Denison agreed to sell 550,000 pounds of U₃O₈ with deliveries between the second quarter of 2026 and the first quarter of 2027 at an average price of US$99.07 per pound. At the end of the first quarter of 2026, 1,350,000 pounds of U₃O₈ were committed for deliveries between the second quarter of 2026 and the second quarter of 2027. The sales price has been fixed for the delivery of 950,000 pounds U₃O₈ for gross proceeds of US$87.5 million (average price of US$92.05 per pound U₃O₈). The remaining 400,000 pounds U₃O₈ of committed near-term sales are subject to market-related pricing, and approximately 500,000 pounds U₃O₈ in physical holdings and inventories remain uncommitted.

Including near-term commitments, the Company has contracted firm uranium sales commitments for nearly 8 million pounds of U₃O₈ from its physical uranium holdings and expected future uranium production, and is in advanced negotiations for additional sales commitments of approximately 8 million pounds of U₃O₈, resulting in total contracted and advanced negotiation sales commitments of approximately 16 million pounds of U₃O_8.

Customers include several leading North American nuclear power plant operators, collectively responsible for over 50 nuclear reactors, as well as multiple reputable industry intermediaries, which have each demonstrated significant interest in securing supply from Denison. Pricing mechanisms include a mix of market-related with no floors and ceilings, market-related with floors and ceilings, and base-escalated pricing. The large majority of commitments are on a market-related basis with deliveries contemplated to occur during the expected mine life of Phoenix.

MANAGEMENT’S DISCUSSION & ANALYSIS

Also in February 2026, Denison announced that, following a competitive tender process, it awarded Wood Canada Limited (“Wood”), a global leader in consulting and engineering, with the construction management contract (the “CM Contract”) to oversee construction of the Phoenix mine. The CM Contract currently contemplates procurement and construction management scopes, whereby Wood will be responsible for (i) construction management of the full processing plant scope, (ii) installation of certain site infrastructure, and (iii) integrated project controls, ongoing procurement support, on-site safety oversight, as well as maintaining reporting and performance management standards. Such services will be provided by Wood in close consultation with Denison, with certain members of Wood's team and Denison's team holding complementary roles in an integrated project management team.

In January 2026, the Company reported that, based on the substantial completion of project engineering and execution of significant procurement activities since the effective date of the 2023 feasibility study for Phoenix (the “Phoenix FS”), an updated initial capital cost estimate for the Project has been released. Accounting for increases in inflation, cost increases, and project refinements, the Company estimated the total post- FID initial capital estimate for the Project to be approximately $600 million.

ABOUT DENISON

Denison Mines Corp. was formed under the laws of Ontario and is a reporting issuer in all Canadian provinces and territories with its common shares listed on the Toronto Stock Exchange (the “TSX”) under the symbol ‘DML’ and on the NYSE American exchange under the symbol ‘DNN’.

Denison is a uranium mining, exploration and development company with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada. The Company has an effective 95% interest in its flagship Wheeler River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich eastern portion of the Athabasca Basin region of northern Saskatchewan. In mid-2023, the Phoenix FS was completed for the Phoenix ISR mining operation, and an update to the 2018 Pre-Feasibility Study (“2018 PFS”) was completed for the Gryphon deposit as a conventional underground mining operation (the “Gryphon Update”). Based on the respective studies, both deposits have the potential to be competitive with the lowest cost uranium mining operations in the world.

Permitting efforts for Phoenix commenced in 2019 and the required permits have been obtained to commence construction – including the July 2025 approval of the project’s EA by the Province of Saskatchewan and the February 2026 federal approval of the EA and issuance of the Construction Licence.

Denison’s interests in Saskatchewan also include a 22.5% ownership interest in the MLJV, which includes unmined uranium deposits (with mining at McClean North deposit having commenced in July 2025 using the MLJV’s SABRE mining method) and the McClean Lake uranium mill (currently utilizing a portion of its licensed capacity to process the ore from the Cigar Lake mine under a toll milling agreement), plus a 25.17% interest in the Midwest Main and Midwest A deposits held by the Midwest Joint Venture (“MWJV”), and a 70.55% interest in the Tthe Heldeth Túé (“THT”) and Huskie deposits on the Waterbury Lake Property (“Waterbury”). The Midwest Main, Midwest A, THT and Huskie deposits are located within 20 kilometres of the McClean Lake mill. Taken together, the Company has direct ownership interests in properties covering ~457,000 hectares in the Athabasca Basin region.

Additionally, through its 50% ownership of JCU (Canada) Exploration Company, Limited (“JCU”), Denison holds further interests in various uranium project joint ventures in Canada, including the Millennium project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%) and Christie Lake (JCU, 34.4508%).

MANAGEMENT’S DISCUSSION & ANALYSIS

SELECTED FINANCIAL INFORMATION

Notes:

SELECTED QUARTERLY FINANCIAL INFORMATION

Notes: 

MANAGEMENT’S DISCUSSION & ANALYSIS

Significant items causing variations in quarterly results

RESULTS OF CONTINUING OPERATIONS

REVENUES

McClean Lake Uranium Mill

McClean Lake is located on the eastern edge of the Athabasca Basin in northern Saskatchewan, approximately 750 kilometres north of Saskatoon. Denison holds a 22.5% ownership interest in the MLJV and the McClean Lake uranium mill, one of the world’s largest uranium processing facilities, which is contracted to process ore from the Cigar Lake mine under a toll milling agreement. The MLJV is a joint venture between Orano Canada, with a 77.5% interest, and Denison, with a 22.5% interest.

In February 2017, Denison closed an arrangement with Ecora Resources PLC (‘Ecora’, then known as Anglo Pacific Group PLC) and one of its wholly owned subsidiaries (the ‘Ecora Arrangement’) under which Denison received an upfront payment of $43,500,000 in exchange for its right to receive future toll milling cash receipts from the MLJV under the then current toll milling agreement with the Cigar Lake Joint Venture (‘CLJV’) from July 1, 2016 onwards. The Ecora Arrangement consists of certain contractual obligations of Denison to forward to Ecora the cash proceeds of future toll milling revenue earned by the Company related to the processing of the specified Cigar Lake ore through the McClean Lake mill and, as such, the upfront payment was accounted for as deferred revenue.

During the three months ended March 31, 2026, the McClean Lake mill processed 5.0 million pounds U₃O₈ for the CLJV (March 31, 2025 – 5.0 million pounds U₃O₈) and Denison recorded toll milling revenue of $1,106,000 (March 31, 2025 – $1,375,000). The decrease in toll milling revenue during the three months ended March 31, 2026, as compared to the prior year period, is due to a $132,000 negative non-cash cumulative accounting adjustment recorded to reflect an update to the Cigar Lake mineral resource estimate (March 31, 2025 - $113,000 positive non-cash cumulative accounting adjustment).

During the three months ended March 31, 2026, the Company also recorded accounting accretion expense of $736,000 on the toll milling deferred revenue balance (March 31, 2025 – $678,000). Annual accretion expense will decrease over the life of the agreement, as the deferred revenue liability decreases over time, and fluctuations may occur due to the change in the timing of the estimated CLJV toll milling activities discussed above. During the three months ended March 31, 2026, an adjustment of $54,000 was recorded to increase life-to-date accretion expense as a result of an update to the Cigar Lake mineral resource estimate (March 31, 2025 - $41,000 adjustment to decrease life-to-date accretion expense).

The impact of the current and prior period true-ups to revenue and accretion are non-cash.

MANAGEMENT’S DISCUSSION & ANALYSIS

OPERATING EXPENSES

Mining

Operating expenses of the mining segment include depreciation and development costs, costs relating to Denison’s legacy mine sites in Elliot Lake, as well as cost of sales related to the sale of uranium, when applicable. Operating expenses in the three months ended March 31, 2026 were $1,462,000 (March 31, 2025 – $1,223,000).

Included in operating expenses is depreciation expense relating to the McClean Lake mill of $780,000 (March 31, 2025 – $793,000), as a result of processing 5.0 million pounds U₃O₈ for the CLJV in the applicable period (March 31, 2025 – 5.0 million pounds U₃O₈). Also included in operating expenses are costs related to the Company’s Elliot Lake legacy mine sites of $404,000 (March 31, 2025 – $208,000), and development costs of the MLJV and MWJV and other operating costs of $150,000 (March 31, 2025 – $222,000).

In 2024, the MLJV began construction to prepare the McClean North deposit for SABRE mining and, in 2025, the site achieved commercial production. Mining operations were successfully completed in November 2025 and the last batch of SABRE ore fed to the mill was processed in December 2025.

During the first three months of 2026, mining activities were minimal and consisted largely of resource confirmation drilling which is being undertaken prior to the placement of the pilot holes for the 2026 mining operations. Excavation of mining cavities and active mining activities are expected to resume during the second quarter.

The following table provides a financial and operational review of the McClean Lake SABRE mining activities.

MLJV operational results for the three months ended March 31, 2026

MLJV financial results for the three months ended March 31, 2026

No sales were made during the quarter. The average cash operating cost of finished goods in inventory is approximately $36 per pound U₃O₈ (approximately US$26 per pound U₃O₈).

WHEELER RIVER URANIUM PROJECT

The Company has an effective 95% interest in its flagship Wheeler River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich eastern portion of the Athabasca Basin region of northern Saskatchewan. At March 31, 2026, the WRJV is owned by the Company (90%) and JCU (10%), and Denison owns 50% of the shares of JCU.

MANAGEMENT’S DISCUSSION & ANALYSIS

The location of the Wheeler River property, which includes the Phoenix and Gryphon deposits, and existing and proposed infrastructure, is shown on the map provided below.

Further details regarding Wheeler River, including the estimated mineral reserves and resources for Phoenix and Gryphon, are provided in the technical report for the Wheeler River project titled ‘NI 43-101 Technical Report on the Wheeler River Project, Athabasca Basin, Saskatchewan, Canada’ with an effective date of June 23, 2023 (“Wheeler Technical Report”) and the update to estimated Phoenix initial capital costs disclosed in the Company’s AIF and Form 40-F dated March 30, 2026. Copies of the Wheeler Technical Report, AIF and Form-F are available on Denison’s website and under its profile on each of SEDAR+ and EDGAR.

Phoenix Mine Development

In October 2024, the WRJV Management Committee approved the findings and recommendations of the Phoenix FS providing the WRJV’s approval for development and construction of the project in accordance with the Phoenix FS.

Significant regulatory, engineering, and construction planning progress was made throughout 2025, which positioned Phoenix in a construction-ready state. Additionally, based on substantial completion of project engineering and execution of significant procurement activities since 2023, the Company provided an updated initial capital cost estimate for the Project in January 2026.

When compared to the 2023 Phoenix FS, using the same basis to determine the base-case uranium sales price for the Project (UxC’s “Composite Midpoint” spot price scenario, using constant dollars), the projected base-case adjusted after-tax NPV for the Project remains effectively the same, as the increase in initial post-FID capital costs is offset by a modest improvement in the uranium price assumptions since mid-2023. After incorporating the Updated Capex, Phoenix continues to be projected to produce robust economic results across all economic measures (see table below), including a base-case adjusted after-tax NPV to Initial Capital Cost factor of 2.6 to 1, and a high internal rate of return (“IRR”).

MANAGEMENT’S DISCUSSION & ANALYSIS

Phoenix Initial Capital Cost Estimate Comparison (100% basis)

Notes: 

There are no material changes to the technical information included in the 2023 Phoenix FS, and Denison continues to expect the estimated construction timeline, annual rates of uranium production, operating costs, sustaining capital costs and reclamation costs to be largely consistent with the 2023 Phoenix FS. Accordingly, Denison is not, at this time, providing any updates to the Phoenix operating cost or other estimates in the Wheeler Technical Report (defined below); however, it may do so in the future.

Summary of Key Phoenix Operational Parameters (100% basis)⁽¹⁾

Notes

MANAGEMENT’S DISCUSSION & ANALYSIS

The following 3D model illustrates the mining and processing infrastructure planned for Phoenix.

In February 2026, following receipt of the final regulatory approvals required to commence construction of Phoenix, Denison made its FID and site preparation and early works activities started in March 2026. With full-scale construction activities expected to commence during the second quarter 2026, and an expected two-year construction timeline, first production from Phoenix is targeted for mid-2028.

Costs other than payments related to long-lead capital items incurred prior to the Company’s determination that the project was technical viability and commercial feasible in late February 2026, were expensed as evaluation expenses. Eligible costs incurred subsequent to achieving technical viability and commercial feasibility have been capitalized as part of the Phoenix assets under construction, and costs associated with sustainability activities that are not eligible for capitalization to the Phoenix assets under construction have been expensed as mine development expenses.

Project Expenditures

A summary of the current period and life to date actual expenditures for the Project in comparison to the Updated Capex (see Denison press release dated January 2, 2026), including both pre-FID and post-FID spend, is shown below:

Current Period Activities

During the three months ended March 31, 2026, the Company completed activities related to (1) detailed design engineering, (2) construction planning, (3) mobilization of construction personnel and equipment and the commencement of site preparation, (4) metallurgical testing and (5) environment and sustainability initiatives. Costs incurred prior to FID were recorded as evaluation expenses and all costs, other than costs associated with sustainability activities incurred subsequent to FID have been capitalized to the Phoenix Asset Under Construction. Sustainability costs incurred subsequent to FID have been recorded as mine development expenses.

In addition, long-lead procurement activities continued to advance during the first quarter of 2026, with all costs incurred capitalized to the Phoenix Asset Under Construction.

MANAGEMENT’S DISCUSSION & ANALYSIS

Detailed Design Engineering

Detailed design engineering for the Project is substantially complete with nearly 90% total engineering completed and approximately 95% of primary engineering deliverables issued for construction. The remaining engineering relates to the latter phases of project construction and is expected to be completed during 2026.

Construction Planning

Construction planning efforts for Phoenix commenced in 2024 and construction execution schedules and construction methodologies have been developed for each key scope of work, allowing major contract tendering to progress.

Early in 2026, Wood was awarded the CM Contract to oversee the construction of the Phoenix mine. The CM Contract currently contemplates procurement and construction management scopes, whereby Wood will be responsible for (i) construction management of the full processing plant scope, (ii) installation of certain site infrastructure, and (iii) integrated project controls, ongoing procurement support, on-site safety oversight, as well as maintaining reporting and performance management standards. Such services will be provided by Wood in close consultation with Denison, with members of Wood's team and Denison's team holding complementary roles in an integrated project management team.

Mobilization and Commencement of Site Preparation

In March 2026, the Construction Management team mobilized to site and clearing and grubbing activities were initiated to allow for the establishment of critical construction facilities, including contractor management facilities, equipment laydown areas, and transportation infrastructure, including a helipad.

By the end of April 2026, significant progress was made on schedule-critical activities including the completion of tree clearing activities across the primary mine site area prior to the onset of the migratory bird season. Site clearing and civil works were also completed for the concrete batch plant pad, which will allow for the mobilization of the batch plant to site in early May. Additionally, a rock crusher was mobilized to a nearby quarry, allowing for the commencement of aggregate production to support site civil activities.

Civil activities at the main Phoenix site continue to advance, as well as the initiation of the construction of access roads and clearings necessary to establish the future site airstrip.

Prior to the completion of the airstrip, scheduled for later in 2026, the majority of construction personnel will be transported to site via an 18-passenger helicopter. Regular air transport commenced in April 2026, following the completion of the construction of the site helipad.

As Phoenix is a greenfield mine development project, significant site preparation activities and early works are required prior to the commencement of full-scale construction. Based on the early works completed to date, the ramp up of construction staff and activities to achieve a full-scale rate of construction is expected occur by the end of the second quarter of 2026.

Metallurgical Testing

During the first quarter of 2026, the Phoenix metallurgical test program continued at the Saskatchewan Research Council (“SRC”) laboratory facilities in Saskatoon, including a hybrid core leach test which will provide additional information for both leaching and remediation of the Phoenix deposit, as well as other test work focused on process circuit testing to optimize performance. Additionally, the Company is evaluating opportunities to increase the efficiency of the effluent treatment process and the consolidation of stored gypsum precipitate produced during effluent treatment.

Environment

Environmental Assessment and Licensing Activities

In February 2025, the Commission Registrar set the schedule for the Commission Hearing for the EA and Construction License approvals. Part one of the Hearing occurred on October 8, 2025, in Gatineau, Quebec. The final part of the Hearing occurred during the week of December 8, 2025 in Saskatoon, Saskatchewan, during which intervenors from the public were given an opportunity to present their position on the Project. On February 19, 2026, the CNSC announced the Commission’s decision to approve the EA and Construction Licence.

MANAGEMENT’S DISCUSSION & ANALYSIS

The final Provincial EIS for Phoenix was submitted to the Saskatchewan Ministry of Environment (“SKMOE”) in October 2024 and the public and Indigenous review period closed in early December 2024. In July 2025, Denison received Ministerial approval under The Environmental Assessment Act of Saskatchewan to proceed with the development of the Wheeler River Uranium Project. Denison acknowledges that this Ministerial approval is the subject of a judicial review application, filed by Peter Ballantyne Cree Nation (“PBCN”) on October 28, 2025, which asserts that the Government of Saskatchewan breached its duty to consult with PBCN. Denison denies the claims made in the application. Denison values Indigenous knowledge and insight, and has and will continue to directly engage with PBCN with respect to the Project.

In December 2025, Denison received Approval to Construct a Pollutant Control Facility under The Environmental Management and Protection Act, 2010 (Saskatchewan). This provincial approval allows for site early works including clearing, grubbing and earth and drainage works. Provincial approvals for the remainder of construction activities are anticipated in the second quarter of 2026, in alignment with the proposed construction schedule.

Sustainability Activities

Community Engagement Activities

Denison has secured consent and support for the Project from five municipalities and 24 Indigenous nations or organizations including:

Denison continues to work closely with these communities to uphold its commitments spanning several impact-benefit type agreements, and to ensure leadership and residents have access to timely information about Denison’s activities.

Procurement Advancement

Procurement efforts related to Phoenix continue to progress with a total of 89 procurement packages currently assessed as required for the project. As at March 31, 2026, 60 packages have been awarded and procurement activities are in progress for the remaining packages. Awarded packages associated with long lead electrical equipment such as the substation transformer, high voltage sub-station yard equipment, electrical switch gear, E-house electrical buildings and diesel power generators have been secured to align with anticipated construction timelines. Larger process equipment, including control systems, drum filling station, process thickeners, sand filters and centrifuges, have also been purchased. Overall the procurement effort is on track for receipt of equipment and materials to meet construction schedule.

At March 31, 2026, request for proposal (“RFP”) have been issued for 23 construction services packages of which eight have been awarded.

At March 31, 2026, outstanding committed capital purchases total $165,655,000 on a 100% basis. These capital items are expected to be received over the next 1 to 24 months and represent a portion of the initial capital cost of the project.

Gryphon Mineral Property Evaluation

During 2023, an update to the previously issued 2018 PFS for Gryphon (the ‘Gryphon Update’) was completed. The Gryphon Update was largely based on the 2018 PFS, with efforts targeted at the review and update of capital and operating costs, as well as various minor scheduling and design optimizations. The study remains at the PFS level of confidence. No cost update has been made for Gryphon since the Wheeler Technical Report.

Overall, the Gryphon Update demonstrates that the underground development of Gryphon is a positive potential future use of cash flows generated from Phoenix, as it can leverage existing infrastructure to provide an additional source of low-cost production.

MANAGEMENT’S DISCUSSION & ANALYSIS

Summary of Gryphon Economic Results (100% Basis) – Base Case

Summary of Key Gryphon Operational Parameters (100% basis)

Notes

Current Period Activities

During the three months ended March 31, 2026, Denison’s share of evaluation expenditures at Gryphon was $2,004,000 (March 31, 2025 – $248,000). The increase in evaluation expenditures at Gryphon was due to an increase in field-based activities, including diamond drilling, geotechnical and hydrogeological evaluations.

In 2026, a multi-purpose winter drilling program was carried out which included the completion of (1) a resource delineation hole, (2) a metallurgical sample hole and (3) two HQ geotechnical/hydrogeological holes – one at the expected location of the main shaft and another proximal to planned underground workings to support future trade-off and mining evaluation studies.

Also, during the first quarter of 2026, planning work was undertaken for the 2026 Gryphon metallurgical program, which will follow on from the 2025 program and will also include testing on core recovered during the winter drilling program.

MANAGEMENT’S DISCUSSION & ANALYSIS

PIPELINE MINERAL PROPERTY EVALUATION

During the first quarter of 2026, Denison’s share of evaluation expenditures at its pipeline properties was $771,000 (March 31, 2025 – $2,335,000).

Evaluation activities on pipeline properties were minimal in the quarter and are summarized in the following table.

PROJECT EVALUATION ACTIVITIES

Notes

MINERAL PROPERTY EXPLORATION

During the three months ended March 31, 2026, Denison’s share of exploration expenditures was $6,501,000 (March 31, 2025 – $8,054,000). The decrease in exploration expenditures compared to the prior year period is primarily due to a decrease in winter exploration activities at Wheeler River.

Exploration spending in the Athabasca Basin is generally seasonal in nature, with spending typically higher during the winter exploration season (January to mid-April) and summer exploration season (June to mid-October).

The following table summarizes the 2026 winter exploration activities. For exploration expenditures reported in this MD&A, all amounts are reported as of the quarter ended March 31, 2026.

MANAGEMENT’S DISCUSSION & ANALYSIS

EXPLORATION ACTIVITIES

Notes

MANAGEMENT’S DISCUSSION & ANALYSIS

The Company’s land position in the Athabasca Basin, as of March 31, 2026, consists of 457,321 hectares (256 claims), as illustrated in the figure below. The land position reported by the Company excludes the land positions held by JCU.

Wheeler River Exploration

Denison’s share of exploration costs at Wheeler River during the three months ended March 31, 2026 was $1,409,000 (March 31, 2025 - $5,144,000).

A Stepwise Moving Loop Electromagnetic (‘SWML EM’) survey commenced in January 2026 and was completed during the first quarter of 2026. It was a five-line survey, totalling 179.2 line kilometres of SWML EM data, and was designed to fill in gaps in historical coverage, most notably in the vicinity of the Phoenix and Gryphon deposits. The survey was completed using a LandTEM SQUID (Superconducting Quantum Interference Device) sensor, which generates higher quality data when compared to the historic EM surveys conducted on the Property. Initial interpretation of survey data indicates strong continuous EM responses across all lines generating targets that are being evaluated further and anticipated to be incorporated into future drill programs.

A single-hole exploration diamond drilling program was completed at Gryphon during the first quarter, in conjunction with the ongoing evaluation field program discussed above. The drill hole was completed to a final depth of 1,055 metres and designed to collect preliminary data from the extreme down plunge extent of the deposit to provide geological information that will be used to inform the exploration drilling program planned for the third quarter of 2026.

Exploration Pipeline Properties

During the three months ended March 31, 2026, exploration field programs were carried out at 10 of Denison’s pipeline properties (three operated by Denison). Denison’s share of exploration costs for these properties was $3,929,000. (March 31, 2025 – $2,261,000).

The Company continues to invest in its Athabasca Basin exploration portfolio with an objective to deliver significant value through meaningful new uranium discoveries.

MANAGEMENT’S DISCUSSION & ANALYSIS

Darby

In January 2025, the Company completed a transaction with Cosa pursuant to which Cosa acquired a 70% stake in Darby, entered into a joint venture agreement with Denison, and assumed operatorship of the project, subject to the conditions for retaining Cosa’s interest as provided for in the acquisition agreement between Cosa and the Company.

In the first quarter of 2026 Cosa completed approximately 2,500 metres of diamond drilling at Darby in 3 holes testing the high priority targets identified by Cosa’s 2025 core relogging and reinterpretation program. The targets were in the immediate vicinities of historic drill holes that intersected zones of coincident sandstone alteration and anomalous uranium content proximal to significant graphitic basement faults. An initial four target areas were identified with three being completed prior to the end of the first quarter of 2026. Initial results showed some elevated uranium geochemistry that requires further follow up.

Getty East

Getty East is a joint venture between Denison (30%) and Skyharbour Resources Ltd. (“Skyharbour”) (70%) where Denison has an option to acquire up to an additional 40% interest through a series of earn-in options.

A 108 line kilometre SWML EM survey commenced at Getty East and RL (see below) during the first quarter and was 50% complete at period end. The survey crews were demobilized in late April 2026 due to deteriorating ground conditions and are expected to resume the survey in the second quarter of 2026 with completion expected early in the third quarter of 2026. The results of the SWML EM survey are expected to be used to generate targets for diamond drill exploration program planned for the third quarter.

Hatchet Lake

Hatchet Lake is a joint venture between Denison (70.15%) and Trident Resources Corp. (29.85%). Denison has entered into an earn-in agreement with Foremost whereby Foremost can acquire up to a 51% interest in the project via a series of earn in options. The conditions of the first earn-in option phase have been met, and Foremost has vested a 14.03% stake in the Hatchet Lake joint venture from Denison’s share in the project. Foremost is the operator of the project during the earn-in period.

In the first quarter of 2026, Foremost completed a total of ten diamond drill holes (2,113 metres) as part of the drill program at the Tuning Fork Uranium Zone. Drilling, including follow up of drill hole TF-25-16, which intersected 6.2 metres of 0.10% eU₃O₈ in 2025, intersected unconformity-related uranium mineralization in five drill holes, highlighted by 0.34% eU₃O₈ over 4.6 metres, including a high-grade interval of 1.0% eU₃O₈ over 1.4 metres. Three drill fences stepping out from drill hole TF-25-16 resulted in the interpreted expansion of the mineralized footprint of the system to over 150 metres of strike length. The drill program continued into the second quarter with four additional drill holes completed, two at Tuning Fork and two at the Hatchet North claims respectively. Results from the drilling program are currently being interpreted.

Hook Carter

The Hook Carter Project is a joint venture between Denison (80%) and Greenridge Exploration Inc. (20%). The project is located in the southwestern portion of the Athabasca Basin in Northern Saskatchewan, comprising 11 mineral claims for a total of 25,115 hectares, and is host to 15 kilometres of strike potential along the prolific Patterson Corridor – which is known to host significant delineated uranium deposits on other properties.

During the first quarter of 2026, three drill holes were completed totaling approximately 1,500 metres testing previously identified EM targets on the Derkson and Patterson Corridors.

On the Derkson Corridor, a single hole testing an EM anomaly along strike of historic off-property mineralization intersected a 75 metre wide alteration zone in the overlying sandstone directly above the unconformity at 272 metres. Given the absence of conductive basement geology, additional follow up is warranted to further assess the source o the overlying sandstone alternation and EM anomaly.

Two holes tested EM anomalies along the Patterson corridor spaced 1,200 metres apart along strike. Both drill holes intersected significant sandstone alteration and structural disruption in the lower 130 metres until the unconformity at approximately 420 metres. Trace graphite was intersected in the basement units. The interpreted results have upgraded the potential of this portion of the Patterson trend and warrants future exploration.

MANAGEMENT’S DISCUSSION & ANALYSIS

The 2026 drilling program was primarily fully funded by Greenridge under the terms of an agreement whereby Greenridge could increase its ownership in the project from 20% to 25% by funding $3,000,000 in project expenditures. During the first quarter of 2026, Greenridge completed the earn-in requirement, and expenditures incurred after the completion of the earn-in were split between the parties 75% (Denison) and 25% (Greenridge).

Murphy Lake North

In January 2025, the Company completed a transaction with Cosa pursuant to which Cosa acquired a 70% stake in Murphy Lake North (‘MLN’), entered into a joint venture agreement with Denison, and assumed operatorship of the project, subject to the conditions for retaining Cosa’s interest as provided for in the acquisition agreement between Cosa and the Company.

In the first quarter, Cosa commenced a five-hole diamond drill program at MLN, which was completed in April after drilling 2,015 metres. The drilling followed up results from summer 2025 at the Cyclone trend, where broad zones of structure and alteration were intersected over a two kilometre strike length, targeting a gap in drilling at Cyclone and evaluating a potential untested trend approximately 100 metres south of Cyclone.

MLN26-013 was the first drill hole of the program and targeted a gap in previous drill testing along the main Cyclone trend. The drill hole intersected broad zones of moderately to strongly altered sandstone from 200 metres below surface to the unconformity at approximately 300 metres. Immediately below the unconformity a 5.0 metre wide zone of elevated radioactivity up to 14,000 cps was intersected. Results are being interpreted and warrant additional follow up.

Russel Lake

Russel Lake (‘RL’) is a joint venture between Denison (20%) and Skyharbour (80%).

A program and budget were approved for two ground SWML EM surveys over the winter and a follow up diamond drill program to commence in the second quarter of 2026 and end in in the third quarter of 2026.

A 108 line kilometre SWML EM survey commenced at Getty East and RL during the first quarter and was 50% complete at period end. The survey crews were demobilized in late April 2026 in relation to seasonal ground conditions and are expected to resume the survey late in the second quarter with completion expected in early third quarter. The results of the SWML EM survey are expected to be utilized for a late third quarter diamond drill exploration program.

McClean Lake

Orano initiated an exploration drilling program focused on the McClean South area in the first quarter of 2026. Historically two pods of uranium mineralization, the 8W and 8E pods, were defined along a conductor in the McClean South area with the 8C Pod discovered in 2021. The 8C pod hosts low to high-grade uranium mineralization over 150 metres of strike length between the 8W and 8E Pods.

The 2026 exploration program was designed to (1) further define and upgrade the understanding of potential mineral resources by completing select infill drilling within the mineralized envelope, (2) identify prospective structures or mineralization east of the 8E Pod, and (3) test large gaps in the historic drilling west of the 8W Pod for prospective structures and mineralization.

Thirty-eight holes were completed during the winter exploration drilling program for a total of 9,243 metres. Based on initial probing results, 22 drill holes intersected uranium mineralization above a cutoff grade of 0.05% eU₃O₈. Assay results for the 2026 winter exploration drilling program are pending.

Borehole EM was conducted on 9 holes and acoustic televiewer was attempted in all holes. The planned Moving Loop Transient Electromagnetic (ML-TEM) survey over the McClean West Grid area was suspended in mid-March with 80% of the survey completed.

Waterfound

Waterfound is a joint venture between Orano Canada (62.42%), JCU (25.8%) and Denison (11.78%) and is operated by Orano Canada.

The project is located along the LaRocque Lake corridor, which hosts high-grade uranium mineralization at Hurricane (IsoEnergy), as well as the western extension of Hurricane and at the LaRocque Lake zone on the Cameco-operated Dawn Lake property. Waterfound hosts two zones of high-grade uranium mineralization: the Alligator and Crocodile Zones, which are both interpreted to sit on the D-1 North trend. Since the discovery of the Crocodile Zone (4.75% eU₃O₈ over 13.3 metres) in the winter of 2022, all exploration activity at Waterfound has focused on drilling the D-1 North trend.

MANAGEMENT’S DISCUSSION & ANALYSIS

In the first quarter of 2026, 25 drill holes were completed for 14,767 metres. Borehole EM surveys were completed on 14 of the 20 selected holes to characterize the conductive response along the D-1 North trend to further refine and resolve the position of the D-1 North conductor. Elevated radioactivity was encountered in 16 drill holes based on initial probing results, with uranium mineralization exceeding a cutoff grade of 0.05% eU₃O₈. Assay results are pending.

Wheeler North

Wheeler North is a joint venture between Denison (49%) and Skyharbour (51%) where Denison has an option to acquire up to an additional 21% interest through a series of earn-in options.

During the first quarter of 2026, a three-hole program was completed at the Fox Lake Trail target area totalling 1,915 metres. This program was designed to further investigate the significant alteration and elevated uranium intersected in previous years’ program on the 7S conductor and to investigate the untested 1S and 3S conductors.

All three drill holes intersected favourable geology, including hydrothermal hematite in the lower sandstone with quartzite basement lithologies; however, conductive basement lithologies in response to the interpreted targets, were not intersected. Geochemical results are pending and are expected to be further incorporated into the identification of future potential drill targets in this area.

Wolly

The Wolly project is a joint venture between Orano Canada (65.88%, Operator), JCU (12.78%), and Denison (21.34%). Deposits previously discovered on the Wolly project were later partitioned into the McClean Lake property, including JEB, McClean North/South, and the Sue deposits.

Orano Canada is the operator of the project and carried out an exploration diamond drilling program during the first quarter of 2026. The program was designed to evaluate the Collins Creek and Emperor target areas. At Collins Creek historic drilling identified anomalous uranium along the trend, which could potentially host uranium pods similar to those found at McClean North and South. The Emperor trend represents the E-NE strike extension of the geological trend that hosts the Tamarack deposit, which is located approximately 1,200 metres to the west on the Cameco-operated Dawn Lake property.

Twenty-fives holes were completed for 7,143 metres during the first quarter of 2026, with 14 holes completed at Collins Creek, and11 holes completed at the Emperor trend. Based on initial probing results, two of the holes completed at Collins Creek intersected low-grade unconformity-associated uranium mineralization exceeding a cutoff grade of 0.05% eU₃O₈. All 11 holes completed at Emperor identified elevated uranium mineralization and one hole encountered low-grade mineralization above a 0.05% eU₃O₈ cutoff. Assay results for the program are pending.

In addition to the drilling activities, an ML-TEM survey over the Pat North grid was completed during the quarter.

GENERAL AND ADMINISTRATIVE EXPENSES

Total general and administrative expenses were $5,840,000, during the three months ended March 31, 2026 (March 31, 2025 – $4,743,000). These costs are mainly comprised of head office salaries and benefits, share based compensation, audit and regulatory costs, legal fees, investor relations expenses, and all other costs related to operating a public company with listings in Canada and the United States. The increase in general and administrative expenses during the period was predominantly driven by an increase in share-based compensation and head office salaries and benefits due to increases in headcount.

FINANCE INCOME AND EXPENSE

During the three months ended March 31, 2026, the Company recognized finance expense of $103,133,000 (March 31, 2025 – finance income of $175,000). Finance income and expense includes interest income generated on cash and cash equivalents held by the Company, interest expense due to the Convertible Notes, fair value losses on the Convertible Notes and Capped Call options and accretion expense.

MANAGEMENT’S DISCUSSION & ANALYSIS

Fair value loss on convertible notes conversion and redemption options and Capped Call options

On August 15, 2025, the Company completed its ‘US-Style’ offering of convertible senior unsecured notes for an aggregate principal amount of US$345,000,000 ($476,307,000). The holders of the Convertible Notes may convert their Convertible Notes after December 31, 2025, under the following circumstances: (1) the closing sale price of the Company’s common shares exceeds 130% of the conversion price of US$2.92 per share (US$3.79) for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the immediately preceding quarter (the ‘Share Price Threshold”); (2) the trading price per $1,000 principal amount of the Note is equal to or less than 98% of the product of the closing sale price of the Company’s common shares and the applicable conversion rate; (3) the Convertible Notes are called for redemption by the Company; or (4) after June 15, 2031. The conversion rate is 342.9355 common shares per $1,000 principal amount of notes which represents a conversion price of approximately US$2.92 per share. Upon conversion, the Company can settle in shares, cash or a combination thereof, at its sole discretion.

The Company may redeem for cash all or any portion of the Convertible Notes on or after September 20, 2029, but only if Denison’s stock price reaches at least 130% of the conversion price for 20 out of the previous 30 consecutive trading days before each calendar quarter end. The redemption price represents 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest. The Convertible Notes contain a make-whole provision such that, in the event of a redemption, the conversion price is adjusted to ensure no loss to the Note holders. Upon the occurrence of specified corporate transactions, such as a change of control, major corporate transaction, or liquidation, the Company must offer to repurchase all or part of the outstanding Convertible Notes for cash.

The Convertible Notes mature on September 15, 2031. Any Convertible Notes not converted, repurchased or redeemed prior to the maturity date will have their principal amount repaid by Denison in cash at maturity.

Under IFRS 9, Financial Instruments, the conversion and redemption features of the Convertible Notes have been bifurcated from the host debt instrument and are accounted for as an embedded derivative (the “Embedded Derivatives”). These Embedded Derivatives are recorded at fair value and will be re-measured at each reporting date.

On issuance, the Convertible Notes were trading at a premium to their face value, with a fair value of $512,328,000 (US$371,091,000), resulting in a day one non-cash loss of $36,021,000. The fair value of the Embedded Derivatives on issuance was $205,086,000, resulting in a host liability being measured at $289,929,000 (the residual amount of $307,242,000 less $17,313,000 in transaction costs). At December 31, 2025, the fair value of the Embedded Derivatives was $316,444,000.

As at March 31, 2026, the Company’s share price increased from US$2.16 on the date of the pricing of the transaction (and a price of US$2.63 at December 31, 2025) to US$3.53, increasing the fair value of the Embedded Derivatives liability to $424,883,000, and resulting in a fair value loss for the three months ended March 31, 2026 of $108,439,000 (March 31, 2025 – $Nil). The loss recorded on the Embedded Derivatives were primarily due to the change in the Company’s share price. The Share Price Threshold was not met during the three months ended March 31, 2026, and the Convertible Notes are not currently convertible or redeemable. Accordingly, if the Convertible Notes matured at March 31, 2026, and the Company chose to settle in cash, the settlement amount would have been US$417,644,000 ($581,193,000). The incremental cash required to settle the notes, over the face value of US$345,000,000, would be fully paid using the proceeds from the exercise of the Capped Call options.

Concurrently with the issuance of the Convertible Notes, the Company purchased a package of cash-settled call options (the “Capped Calls”) with a strike price equal to the initial conversion price of the Convertible Notes (US$2.92) and with a cap price of US$4.32. This transaction effectively increased the conversion price of the Convertible Notes to US$4.32 per share (i.e., if the share price on conversion or maturity is over US$2.92 but less than US$4.32, the settlement value of the Convertible Notes will be higher than the US$345,000,000 face value; however, the proceeds received by the Company from the exercise of the Capped Calls will offset the incremental liability).

The purchase price for the capped call transactions was US$35,363,000 ($48,822,000). The Capped Calls are accounted for as a derivative instrument and are re-measured to fair value at each reporting date. The Capped Calls were initially valued at US$21,497,000 ($29,679,000) on August 15, 2025. The initial valuation resulted in a difference between the transaction price and the fair value on initial recognition of $19,143,000. The valuation on initial recognition is based on a valuation technique where not all the inputs are market-observable, and therefore under IFRS, the day one loss is deferred, and has been recorded as an asset on the statement of financial position, which will be amortized on a straight-line basis into net earnings over the contractual life of the Capped Calls. Including the deferral of the loss, the fair value of the Capped Call on December 31, 2025 was $47,993,000.

MANAGEMENT’S DISCUSSION & ANALYSIS

As at March 31, 2026, as a result of the increase in the Company’s share price to US$3.53, the fair value of the Capped Calls including the deferred loss, increased to $61,211,000, resulting in a fair value gain of $13,218,000 (March 31, 2025 – $Nil).

Convertible Note interest expense

The Convertible Notes pay interest semi-annually at a rate of 4.25% per annum commencing on March 15, 2026. During the three months ended March 31, 2026, the Company recognised interest expense on the convertible notes of $5,028,000 (March 31, 2025- $Nil).

Accretion Expense – Convertible Notes

The transaction costs relating to the issue of the Convertible Notes along with the embedded derivatives are amortized over the life of the Convertible Notes using the effective interest method. During the three months ended March 31, 2026, the Company recognized an accretion expense of $5,216,000 (March 31, 2025 - $Nil).

Capitalization of Borrowing Costs

Following FID on February 24, 2026, the Company commenced capitalizing its borrowing costs in accordance with IAS 23, Borrowing Costs. For the quarter ended March 31, 2026, $396,000,000 in borrowing costs were capitalized to Assets under Construction.

OTHER INCOME AND EXPENSE

During the three months ended March 31, 2026, the Company recognized a net other gain of $6,568,000 (March 31, 2025 – net other loss $27,156,000).

Fair value gains/losses on uranium investments

During 2021, the Company acquired 2,500,000 pounds of U₃O₈ at a weighted average cost of $36.67 (US$29.66) per pound U₃O₈ (including purchase commissions of $0.05 (US$0.04) per pound U₃O₈) to be held as a long-term investment to strengthen the Company’s balance sheet and potentially enhance its ability to access project financing in support of the future advancement and/or construction of Wheeler River. Given that this material was acquired to be held for long-term capital appreciation, the Company’s holdings are measured at fair value, with changes in fair value between reporting dates recorded through profit and loss. In previous years, the Company sold 800,000 pounds of U₃O₈ at a weighted average price of $109.69 (US$79.99) per pound U₃O_8. During the first quarter of 2026, the Company finalized agreements to sell 350,000 pounds of U₃O₈ at a weighted average price of US$96.91 per pound for delivery during the second quarter 2026 and 200,000 pounds of U₃O₈ at a weighted average price of US$102.85 per pound for delivery during the first quarter of 2027.

As at March 31, 2026, the Company held 1,700,000 pounds of U₃O₈. This balance excludes the Company’s share of uranium production from mining activities.

During the first quarter of 2026, the spot price of U₃O₈ increased from $111.93 (US$81.55) per pound U₃O₈ at December 31, 2025, to $116.82 (US$83.95) per pound U₃O₈ at March 31, 2026, resulting in a fair value of the Company’s uranium investments of $198,602,000 and mark-to-market gain for the three months ended March 31, 2026 of $8,326,000 (March 31, 2025 – mark to market loss of $27,249,000).

Fair value gains/losses on portfolio investments

During the three months ended March 31, 2026, the Company recognized a gain of $1,815,000 on portfolio investments carried at fair value (March 31, 2025 – gain of $481,000). Gains and losses on investments carried at fair value are determined by reference to the closing share price of the related investee at the end of the period, or, as applicable, immediately prior to disposal.

Fair value gains/losses on F3 Debentures

During the year ended December 31, 2023, the Company completed a $15 million strategic investment in F3 Uranium Corp. (‘F3’) in the form of unsecured convertible debentures, which carry a 9% coupon and are convertible at Denison’s option into common shares of F3 at a conversion price of $0.56 per share. During the third quarter of 2024, F3 completed an arrangement whereby F3 transferred 17 prospective uranium exploration projects to F4 Uranium Corp. (‘F4’). As a result of the spin out, for the conversion price of $0.56, Denison will now receive one share of F3 and 1/10 of a share of F4 on conversion of the debentures. F3 has the right to pay up to one third of the quarterly interest payable by issuing common shares. F3 will also have certain redemption rights on or after the third anniversary of the date of issuance of the Debentures and/or in the event of an F3 change of control. As a result of the debentures’ conversion and redemption features, the contractual cash flow characteristics of these instruments do not solely consist of the payment of principal and interest and therefore the debentures are accounted for as a financial asset at fair value through profit and loss.

MANAGEMENT’S DISCUSSION & ANALYSIS

During the three months ended March 31, 2026, the Company recognized mark-to-market gain of $530,000 (March 31, 2025 – mark-to-market loss of $778,000) on its investments in the debentures mainly due to an increase in the F3 share price between December 31, 2025 and March 31, 2026, as well as a higher volatility, which increased the value of the debentures embedded conversion option.

Foreign exchange losses/gains

During the three months ended March 31, 2026, the Company recognized a foreign exchange loss of $3,540,000 (March 31, 2025 – loss of $17,000). The foreign exchange loss is predominantly due to the impact of the changes in the US dollar to Canadian dollar exchange rate during the quarter on US dollar denominated monetary assets and liabilities.

EQUITY SHARE OF LOSS FROM INVESTMENT IN ASSOCIATES

During the three months ended March 31, 2026, the Company recorded its equity share of loss from investments in associates (Foremost and Cosa) of $216,000 (March 31, 2025 – $391,000). The Company records its share of income or loss from Foremost and Cosa one quarter in arrears, based on the most available public financial information, adjusted for any subsequent material transactions that have occurred.

EQUITY SHARE OF LOSS FROM JOINT VENTURES

During the three months ended March 31, 2026, the Company recorded its equity share of loss from JCU of $570,000 (March 31, 2025 – loss of $511,000). The Company records its share of income or loss from JCU one month in arrears, based on the most available financial information, adjusted for any subsequent material transactions that have occurred.

COMMERCIAL ACTIVITIES

Denison is actively involved in the uranium market to (a) execute on its strategy to monetize its physical uranium holdings to fund a portion of the construction costs for Phoenix, and (b) establish long-term supply agreements to facilitate the sale of future uranium production from the Company’s uranium mining projects.

As at March 31, 2025, the Company held 1,700,000 pounds U₃O₈ in investments in physical uranium and 145,926 pounds U₃O₈ of uranium concentrates inventory from its share of McClean Lake production.

In the first quarter 2026, Denison entered into agreements to sell 550,000 lbs U₃O₈ for delivery in the second quarter of 2026-and the first quarter of 2027 at an average price of US$99.07/lb.

The proceeds from the sale of the Company’s physical uranium holdings and inventory is an important part of the Company’s project financing plans for Phoenix. At the end of the first quarter of 2026, 1.35 million pounds U₃O₈ were committed for deliveries between the second quarter of 2026 and the second quarter of 2027. The sales price has been fixed for the delivery of 950,000 pounds U₃O₈ for gross proceeds of US$87.5 million (average price of US$92.05/lb U₃O₈). The remaining 400,000 pounds U₃O₈ of committed near-term sales are subject to market-related pricing, and approximately 500,000 pounds U₃O₈ in physical holdings and inventories remain uncommitted.

Including near-term commitments, the Company has contracted firm uranium sales commitments for nearly 8 million pounds U₃O₈ from its physical uranium holdings and expected future uranium production and is in advanced negotiations for additional sales commitments of approximately 8 million pounds U₃O₈, resulting in total contracted and advanced negotiation sales commitments of approximately 16 million pounds U₃O_8. The large majority of contracted sales and those under advanced negotiation are contemplated to occur post-2028 during the expected mine life of Phoenix.

Customers include several leading north American nuclear power plant operators responsible for over 50 nuclear reactors, as well as multiple reputable industry intermediaries, which have each demonstrated significant interest in securing supply from Denison. Pricing mechanisms include a mix of market-related with no floors and ceilings, market-related with floors and ceilings, and base-escalated pricing. The large majority of commitments are on a market-related basis.

MANAGEMENT’S DISCUSSION & ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $418,493,000 at March 31, 2026 (December 31, 2025 – $465,918,000).

The decrease in cash and cash equivalents of $48,169,000 was due to net cash used in operations of $37,507,000, cash used in investing activities of $15,595,000 and net cash provided by financing activities of $2,933,000, as well as a foreign exchange effect on cash and cash equivalents of $744,000.

Net cash used in operating activities of $37,507,000 was due to the net loss for the period adjusted for non-cash items, including fair value adjustments.

Net cash used in investing activities of $15,595,000 was primarily due to an increase in property, plant & equipment relating to milestone payments for long lead items for the Wheeler River project and capitalization of eligible project expenditures, an increase in restricted cash due to the Company’s funding the Elliot Lake reclamation trust fund, as well as the Company’s incremental investment in JCU.

Net cash provided from financing activities of $2,933,000 was primarily due to proceeds received from the exercise of employee stock options.

Use of Proceeds

December 2025 Flow Through Financing

As at March 31, 2026, the Company has spent $4,492,000 towards its obligation to spend $15,000,000 on eligible Canadian exploration expenditures related to the 2025 flow through financing. The remaining balance of $11,838,000 is expected to be spent by December 31, 2026.

August 2025 Convertible Senior Unsecured Note Financing

The Company intends to use the net proceeds from the issuance of the Convertible Notes for expenditures to support the evaluation and development of the Company's uranium development projects, including to fund the construction of Phoenix, and for general corporate purposes. As at March 31, 2026, the Company’s use of proceeds from this offering was in line with this guidance.

Revolving Term Credit Facility

In January 2026, the Company entered into an agreement with The Bank of Nova Scotia to amend the terms of the Company’s Fourth Amended and Restated Credit Agreement (the “Credit Facility”), to extend the maturity date to January 31, 2027. Under the Credit Facility, the Company has access to letters of credit of up to $23,964,000, which is fully utilized for non-financial letters of credit in support of reclamation obligations. All other terms of the Credit Facility (tangible net worth covenant, pledged cash, investments amount and security for the facility) remain unchanged by the amendment – including a requirement to provide $7,972,000 in cash collateral on deposit with BNS to maintain the current letters of credit issued under the Credit Facility. See SUBSEQUENT EVENTS below for further details.

COMPENSATION OF KEY MANAGEMENT PERSONNEL

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers, vice-presidents, and members of its Board of Directors.

MANAGEMENT’S DISCUSSION & ANALYSIS

The following compensation was awarded to key management personnel:

The increase in key management compensation is predominantly driven by an increase in the share-based compensation resulting from the accelerated vesting of share-based awards from certain employee departures.

SUBSQUENT EVENTS

Sale of Uranium

In April and May 2026, the Company completed transactions to sell 550,000 pounds of U₃O₈ at a weighted average price of US$86.29 per pound. These transactions include transactions entered into during the first quarter of 2026 and scheduled deliveries of transactions entered into in 2025.

Issue of Surety Bonds

In April 2026, the Company entered into an agreement with Purves Redmond Limited (‘PRL’) to provide Surety Bonds totaling $36,846,000 in support of decommissioning and reclamation obligations for the McClean Lake Operation and Wheeler River Project. Under the agreement, the Company pledged $5,526,900 as restricted cash and investments pursuant to its obligations under the agreement. The Surety Bonds are subject to an annual surety fees of 3.0%.

Following the issue of the Surety Bonds the letters of credit previously provided to the Government of Saskatchewan were returned to the Bank of Nova Scotia (‘BNS’) and cancelled.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

OUTSTANDING SHARE DATA

Common Shares

At May 12, 2026, there were 905,016,962 common shares issued and outstanding and a total of 918,536,728 common shares on a fully-diluted basis.

Stock Options and Share Units

At May 12, 2026, there were 5,326,663 stock options, and 8,193,103 share units outstanding.

OUTLOOK FOR 2026

Refer to the Company’s annual MD&A for the year ended December 31, 2025 for a detailed discussion of the previously disclosed 2026 budget and outlook.

During the first quarter of 2026, the Company increased its outlook for added exploration and evaluation expenditures.

Planned exploration expenditures have increased by $5,035,000 due to the timing of expenditures related to the replacement of exploration camp at Wheeler River and exploration agreement-related milestone payments, which were both expected to be completed before the end of 2025, but were delayed until early 2026.

MANAGEMENT’S DISCUSSION & ANALYSIS

The Company has also increased its outlook for the evaluation program by $3,091,000, mainly due to the addition of a planned summer resource delineation drilling program at Gryphon.

Notes: 

ADDITIONAL INFORMATION

CONTROLS AND PROCEDURES

Management is responsible for the design, implementation and operating effectiveness of internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, management evaluated the design of the Company’s internal control over financial reporting as of March 31, 2026. In making the assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on a review of internal control procedures at the end of the period covered by this MD&A, management determined internal control over financial reporting was appropriately designed as at March 31, 2026.

Management is also responsible for the design and effectiveness of disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer have each evaluated the design of the Company’s disclosure controls and procedures as at March 31, 2026 and have concluded that these disclosure controls and procedures were appropriately designed as at March 31, 2026.

QUALIFIED PERSON

Chad Sorba, P.Geo., Denison’s Vice President Technical Services & Project Evaluation, who is a ‘Qualified Person’ within the meaning of this term as defined by NI 43-101, has prepared and/or reviewed and confirmed the scientific and technical disclosure in this MD&A.

For more information regarding Denison’s material project, the Wheeler River project, you are encouraged to refer to the ‘Technical Report for the Wheeler River project titled ‘NI 43-101 Technical Report on the Wheeler River Project, Athabasca Basin, Saskatchewan, Canada’ with an effective date of June 23, 2023 and an update to estimated Phoenix initial capital costs disclosed in Denison’s AIF and Form 40-F dated March 30, 2026. The technical report, AIF and Form-F are available on the Company’s website and under the Company’s profile on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov/edgar.shtml). For information regarding Denison’s other project interests, more information is available on the Company’s website.

MANAGEMENT’S DISCUSSION & ANALYSIS

ASSAY PROCEDURES AND DATA VERIFICATION

The Company reports preliminary radiometric equivalent grades (‘eU₃O₈’), derived from a calibrated down-hole total gamma probe, during or upon completion of its exploration programs and subsequently reports definitive U₃O₈ assay grades following sampling and chemical analysis of the mineralized drill core. Uranium assays are performed on split core samples by the Saskatchewan Research Council Geoanalytical Laboratories using an ISO/IEC 17025:2005 accredited method for the determination of U₃O₈ weight %. Sample preparation involves crushing and pulverizing core samples to 90% passing -106 microns. The resultant pulp is digested using aqua-regia and the solution analyzed for U₃O₈ weight % using ICP-OES. Geochemical results from composite core samples are reported as parts per million (‘ppm’) obtained from a partial HNO₃:HCl digest with an ICP-MS finish. Boron values are obtained through NaO₂/NaCO₃ fusion followed by an ICP-OES finish. All data are subject to verification procedures by qualified persons employed by Denison prior to disclosure. For further details on Denison’s sampling, analysis, quality assurance program and quality control measures and data verification procedures, please see Denison's AIF filed under the Company's profile on SEDAR+ (www.sedarplus.ca) and in its Form 40-F available on EDGAR at www.sec.gov/edgar.shtml.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this MD&A constitutes ‘forward-looking information’, within the meaning of the applicable United States and Canadian legislation concerning the business, operations, and financial performance and condition of Denison. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as ‘plans’, ‘expects’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or the negatives and/or variations of such words and phrases, or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘occur’, ‘be achieved’ or ‘has the potential to’.

In particular, this MD&A contains forward-looking information pertaining to the following: the results of, and estimates and assumptions within, the Phoenix FS and the Gryphon PFS Update, including the estimates of Denison's mineral reserves and mineral resources, and statements regarding anticipated budgets, fees, expenditures and timelines; the results of, and estimates and assumptions used to prepare, the capital cost update for Phoenix; Denison’s outlook, plans and objectives for 2026 and beyond; exploration, development and expansion programs, plans and objectives, including projected status of detailed design engineering, long lead procurement, field program optimization studies, and other project planning programs; statements regarding Denison’s EA and EIS approvals, expectations with respect to Denison’s Project licensing and permitting; expectations regarding Denison’s community engagement activities and related agreements with interested parties; expectations regarding uranium mining on the McClean Lake property, including anticipated timing and budgets; expectations regarding evaluation and exploration activities at Midwest; expectations regarding the toll milling of Cigar Lake ores, including projected annual production volumes; Denison’s land position; expectations regarding Denison’s joint venture ownership interests and the continuity of its agreements with its partners; expectations regarding agreements with third parties, including Foremost, Grounded Lithium, Cosa, Skyharbour, and F3; Denison’s expectations with respect the exploration and evaluation of the KLP; Denison’s plans with respect to its commercial activities, including its physical uranium holdings and other uranium sales transactions and the expected benefits thereof; and the annual operating budget and capital expenditure programs, estimated exploration, development and construction expenditures and reclamation costs and Denison's share of same. Statements relating to ‘mineral reserves’ or ‘mineral resources’ are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future.

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. For example, the results of the Denison’s studies, including the Phoenix FS, and field work, may not be maintained after further testing or be representative of actual mining plans for the Phoenix deposit after further design and studies are completed. In addition, Denison may decide or otherwise be required to discontinue testing, evaluation and development work at Wheeler River or other projects, or its exploration plans if it is unable to maintain or otherwise secure the necessary resources (such as testing facilities, capital funding, regulatory approvals, etc.) or operations are otherwise affected by regulatory restrictions or requirements.

Denison believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be accurate, and results may differ materially from those anticipated in this forward-looking information. For a discussion of risks and other factors that could influence forward-looking events, please refer to the factors discussed under the heading ‘Risk Factors’ in Denison’s AIF and Form-F as may be updated or supplemented in this MD&A. These factors are not, and should not be construed as being, exhaustive.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Any forward-looking information and the assumptions made with respect thereto speaks only as of the date of this MD&A. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Denison's expectations except as otherwise required by applicable legislation.

MANAGEMENT’S DISCUSSION & ANALYSIS

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Mineral Resources and Proven and Probable Mineral Reserves: As a foreign private issuer reporting under the multijurisdictional disclosure system adopted by the United States, the Company has prepared this MD&A in accordance with Canadian securities laws and standards for reporting of mineral resource estimates, which differ in some respects from United States standards. In particular, and without limiting the generality of the foregoing, the terms “measured mineral resources,” “indicated mineral resources,” “inferred mineral resources,” and “mineral resources” used or referenced in this MD&A are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects (‘NI 43-101’) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the ‘CIM Standards’). These standards differ significantly from the mineral property disclosure requirements of the U.S. Securities and Exchange Commission (the ‘SEC’) in Regulation S-K Subpart 1300 (the ‘SEC Modernization Rules’) under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the mineral reserve or mineral resource estimates under the standards adopted under the SEC Modernization Rules. For the above reasons, information contained in the AIF and other documents incorporated by reference herein containing descriptions of mineral deposits may not be comparable to similar information made public by U.S. companies subject to the SEC Modernization Rules. Additionally, investors are cautioned that “inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies, except in limited circumstances. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. The term “resource” does not equate to the term “reserves”. Investors should not assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. Investors are also cautioned not to assume that all or any part of an inferred mineral resource exists or is economically mineable.