1.

DUE DATE. The entire balance of this Note (the “Loan”) together with all interest accrued thereon owing to the Lender hereunder (collectively, the “Loan Obligations”), shall be due and payable in full on the later of (such date, the “Due Date”):

(a)

in the circumstances where Denison has completed the purchase of the Purchased Obligations (as defined therein) under the Loan Purchase and Assignment Agreement from the Lender, the Due Date shall be the date that is one (1) year following the date of purchase; and

(b)

in the circumstances where amounts under this Note remain outstanding following the expiry of the twelve (12) month period following the Effective Date but: (i) during the 30 day period immediately following the one-year anniversary of the Effective Date, Denison has not delivered notice pursuant to the Loan Purchase and Assignment Agreement of its election to exercise the Purchase Option or, in the alternative, Denison has provided written notice that it will not be exercising the Purchase Option; or (ii) subject to Section 2(c) of the Loan Purchase and Assignment Agreement, Denison has failed to use commercially reasonable efforts to complete the purchase of the Purchased Obligations (but in any event within 60 days from the one year anniversary of the Effective Date) in accordance with the Loan Purchase and Assignment Agreement (the occurrence of (i) and/or (ii), each a “Purchase Option Termination Event”), in each case, the Due Date shall be the date on which all Loan Obligations have been repaid in Common Shares in accordance with Section 6 below.

2.

DEFINITIONS. All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in Schedule “A” hereto.

3.

MONTHLY PAYMENTS. Debtor shall pay the Lender monthly minimum payments of $10,835.00. The payments shall begin on October 4, 2024, and shall continue on the 1st day of each succeeding calendar month. Each such payment will first be applied to accrued interest and then to the outstanding Principal Amount.

4.

PREPAYMENT. Debtor may at any time and from time to time prepay the Loan in full or in part, including accrued and unpaid interest, at any time, without penalty. Any prepayment of the Loan will first be applied to the outstanding Principal Amount and then to any accrued and unpaid interest.

5.

MANDATORY REPAYMENT.The Debtor shall:

(a)

apply such portion of the net proceeds of all non-flow-through equity capital raises conducted pursuant to Part 5A of NI 45-106 within a period of twelve (12) months of the Effective Date sufficient to repay a minimum of fifty (50%) percent of the outstanding Principal Amount as of the Effective Date; and

(b)

use best efforts to repay the remaining outstanding Principal Amount and all other Loan Obligations from the net proceeds of any other non-flow through equity capital raises during the same period.

6.

CONVERSION. If a Purchase Option Termination Event has occurred, the Debtor shall repay any Loan Obligations outstanding following the expiry of the 12 month period following the Effective Date by converting any such amounts to Common Shares at a price per share equal to the VWAP for the period immediately prior to the date Denison delivers notice that it is not exercising its Purchase Option under the Loan Purchase and Assignment Agreement (or the period during which such Purchase Option could be exercised thereunder has expired with the Purchase Option unexercised) and subject to the Loan Conversion Maximum, with such Common Shares to be issued on, or as soon as practicable following, the date which is 12 months after the Effective Date (subject to the approval of the NASDAQ exchange, the Canadian Securities Exchange and any other Acceptable Exchange on which the Common Shares are then listed, as necessary); provided that if such conversion would at any such time exceed the Loan Conversion Maximum, the outstanding amounts of Loan Obligations above the Loan Conversion Maximum that could not be converted at such time will thereafter be converted as soon as practicable thereafter when to do so would not exceed the Loan Conversion Maximum.

7.

EXCLUDED COLLATERAL. The Lender and the Debtor acknowledge and agree that the security held by the Lender in connection with this Note shall not include the Excluded Collateral.

8.

ACKNOWLEDGEMENT. Debtor hereby acknowledges and confirms and this Note evidences, in part, funds previously advanced by the Lender to the Debtor, and this Note shall be good and sufficient evidence of the same.

9.

CURRENCY. Except as otherwise contemplated by Section 6, all principal and interest payments shall be made in lawful money of Canada.

10.

WAIVER OF PRESENTMENTS. Debtor waives presentment for payment, notice of dishonor, protest and notice of protest.

11.

NON-WAIVER. No failure or delay by Lender in exercising Lender’s rights under this Note shall be a waiver of such rights.

12.

SEVERABILITY. If any clause or any other portion of this Note shall be determined to be void or unenforceable for any reason, such determination shall not affect the validity or enforceability of any other clause or portion of this Note, all of which shall remain in full force and effect.

13.

SUCCESSORS AND ASSIGNS. This Note shall enure to the benefit of the Lender and its successors and assigns, and shall be binding upon the Debtor and its successors and assigns.

14.

COUNTERPARTS. This Note may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

15.

AMENDMENT AND RESTATEMENT. This Note supersedes and replaces the original promissory note that was issued by the Debtor to the Lender on May 10, 2022, the first amendment to the promissory note entered into on May 1, 2023, and the second amendment to the promissory note entered into on April 17, 2024.