Washington, D.C. 20549






A. Name of issuer or person filing (“Filer”): Denison Mines Corp.


B. (1) This is [check one]:
  x an original filing for the Filer.
  ¨ an amended filing for the Filer.


C. Identify the filing in conjunction with which this Form is being filed:
  Name of registrant: Denison Mines Corp.
  Form type: Registration Statement on Form F-10
  File Number (if known): 333-258939
  Filed by: Denison Mines Corp.
  Date Filed (if filed concurrently, so indicate): August 19, 2021 (concurrent herewith)


D. The Filer is incorporated or organized under the laws of Canada and has its principal place of business at: 1100 – 40 University Avenue, Toronto, Ontario M5J 1T1 Canada, Tel: (416) 979-1991.


E. The Filer designates and appoints: C T Corporation System located at 28 Liberty Street, New York, New York 10005, Tel: (212) 894-8940 as the agent (the “Agent”) of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:


  (a) any investigation or administrative proceeding conducted by the Commission; and


  (b) any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the securities registered or qualified by the Filer on Form F-10 filed on August 19, 2021 or any purchases or sales of any security in connection therewith. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that the service of an administrative subpoena shall be effected by service upon such Agent for service of process, and that the service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.


F. The Filer stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date the issuer of the securities to which such Forms and Schedules relate has ceased reporting under the Exchange Act.
  The Filer further undertakes to advise the Commission promptly of any change to the Agent’s name or address during the applicable period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.
G. The Filer undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the Form F-10; the securities to which the Form F-10 relates; and the transactions in such securities.







The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, Country of Canada this 19th day of August, 2021.


  By: /s/ David D. Cates
  Name: David D. Cates
  Title: President and Chief Executive Officer


This statement has been signed by the following persons in the capacities and on the date indicated.


  (as Agent for Service of Process)
  By: /s/ Olga Hinkel
  Name: Olga Hinkel
  Title: Vice President
  Date: August  19, 2021





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