Uranium Participation : Annual Information Form for the fiscal year ended February 28, 2021

ANNUAL INFORMATION FORM

FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2021

Dated May 3, 2021

TABLE OF CONTENTS
	Page
Non-IFRS Financial Performance Measures ............................................................	1
Caution Regarding Forward-Looking Information .....................................................	1
About Uranium Participation Corporation .................................................................	2
Business of UPC .......................................................................................................	6
Risk Factors ..............................................................................................................	18
Capital Structure and Dividends................................................................................	24
Market for Securities .................................................................................................	24
Governance of the Corporation.................................................................................	25
Conflicts of Interest ...................................................................................................	30
Interest of Management and Others in Material Transactions..................................	31
Legal Proceedings ....................................................................................................	31
Material Contracts .....................................................................................................	31
Registrar and Transfer Agent....................................................................................	31
Names and Interests of Experts................................................................................	31
Additional Information ...............................................................................................	32
Schedule A: Audit Committee Mandate ...................................................................	i

In this AIF, unless otherwise indicated, all dollar amounts are expressed in Canadian dollars. The daily foreign exchange rate for Canadian/U.S. dollars as published by the Bank of Canada on February 26, 2021, the last business day prior to fiscal year end, was Cdn$1.2685 = U.S.$1.00.

Except as otherwise indicated, the information contained in this AIF is stated as at February 28, 2021.

NON-IFRS FINANCIAL PERFORMANCE MEASURES

This Annual Information Form ("AIF") contains references to "Net Asset Value" or "NAV", which is a non-IFRS financial performance measure. The NAV is calculated as the value of total assets less the value of total liabilities. To arrive at NAV per share, the NAV is then divided by the total number of common shares outstanding as at a specific date. The term NAV does not have any standardized meaning according to IFRS and therefore may not be comparable to similar measures presented by other companies. The NAV equals Uranium Participation Corporation's ("UPC" or the "Corporation") total equity balance as reported in the Corporation's consolidated financial statements. NAV per share does not have a comparable IFRS financial measure presented in UPC's consolidated financial statements and thus there is no applicable quantitative reconciliation for this non-IFRS financial performance measure. The Corporation has calculated NAV and NAV per share consistently for many years and believes these measures provide information useful to its shareholders in understanding UPC's performance and may assist in the evaluation of the Corporation's business relative to that of its peers.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This AIF contains certain forward-looking statements and forward-looking information based on the current internal expectations, estimates, projections, assumptions and beliefs of management of UPC, which may include, but is not limited to, statements with respect to: the future financial or operating performances of the Corporation and its subsidiaries; activities and intentions for the Corporation's investments in uranium and its uranium holdings; the future price of uranium; the availability of and terms relating to future financing options; the impact of changing tax rates; anticipated storage facilities for the Corporation's uranium; global uranium supply (primary and secondary) and demand; and government regulation of uranium operations (including

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production, handling and storage of uranium). Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "plan", "should", "believe" or "continue" or the negative thereof or variations thereon or similar terminology.

By their very nature, forward-looking statements involve numerous factors, assumptions and estimates. A variety of factors, many of which are beyond the control of UPC, may cause actual results to differ materially from the expectations expressed in the forward-looking statement. These factors include, but are not limited to, risks related to: changes in commodity prices and foreign exchange rates, uranium price volatility from demand and supply factors and the lack of a public market for uranium; unanticipated changes in global and industry market conditions (such as the far-reaching social and economic impacts of the COVID-19 pandemic); risks associated with the Facilities (as defined herein); the uranium industry being subject to influential political regulatory factors; the lack of operational liquidity for the Corporation; and the Corporation's reliance on its Board and the Manager (each as defined herein). See "Risk Factors" for a further description of the principal risks to UPC.

These and other factors should be considered carefully, and readers are cautioned not to place undue reliance on any forward-looking statements. Although management reviews the reasonableness of its assumptions and estimates, unusual and unanticipated events may occur which render them inaccurate. Under such circumstances, future performance may differ materially from that expressed or implied by the forward-looking statements. Except where required under applicable securities legislation, UPC does not undertake to update any forward-looking information or statements.

ABOUT URANIUM PARTICIPATION CORPORATION

UPC was incorporated pursuant to the Business Corporations Act (Ontario) on March 15, 2005 and became a publicly listed company on the Toronto Stock Exchange (the "TSX") on May 10, 2005 under the symbol "U". The registered and head office of UPC is located at 1100 - 40 University Avenue, Toronto, Ontario, M5J 1T1.

UPC invests in physical holdings of uranium, with the primary objective of achieving appreciation in the value of its uranium holdings. The Corporation also earns income from lending or relocating portions of its uranium holdings to third parties from time to time. Unless the context requires otherwise, references to "uranium" means uranium oxide in concentrates ("U3O8") and uranium hexafluoride ("UF6").

Since incorporation to the end of the 2021 fiscal year, the Corporation has completed 12 public offerings with aggregate gross proceeds of $788.2 million. The Corporation received a further $31.2 million from the exercise of warrants issued under the public offerings and approximately $8.0 million from the exercise of options assumed by UPC. See "Business of UPC - Operations". The net proceeds from the offerings, the exercise of warrants, and the options were used to fund (or have been set aside to fund in the future) the purchase of uranium, the repurchase of shares pursuant to a normal course issuer bid and general corporate purposes.

The Corporation's uranium is held directly by UPC or indirectly through UPC's wholly-owned subsidiaries, Uranium Participation Bermuda Limited ("UPBL") and Uranium Participation Bermuda 2 Limited ("UPB2L"). Unless otherwise indicated or where the context otherwise requires, references herein to UPC or the Corporation include UPBL and UPB2L. UPBL was formed effective March 11, 2016 pursuant to a certificate of continuance issued by the Bermuda Register of Companies on the migration of the Corporation's subsidiary Uranium Participation Cyprus Limited ("UPCL") from Cyprus to Bermuda. UPCL was incorporated under the laws of the Republic of Cyprus on September 10, 2006. UPB2L was formed pursuant to a certificate of incorporation issued by the Bermuda Register of Companies effective October 3, 2018.

Since formation, UPC has appointed Denison Mines Inc. (the "Manager"), a wholly owned subsidiary of Denison Mines Corp. ("DMC"), to manage UPC pursuant to a management services agreement. The Manager provides three officers to the Corporation: the President and Chief Executive Officer, the Chief Financial Officer and the Corporate Secretary. See "Business of UPC - Management of UPC".

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Developments over the Last Three Years

Fiscal 2019

Effective May 11, 2018, the Board of Directors of the Corporation (the "Board") approved and adopted with immediate effect, the Amended and Restated By-law No. 1 of the Corporation, to replace all previous by-laws of the Corporation, subject to ratification and approval of the Corporation's shareholders. Shareholders of the Corporation ratified and confirmed the Amended & Restated By-law No. 1 at the Annual General and Special Meeting of Shareholders held on June 28, 2018. See "Business of UPC - Investment Policies".

In May 2018, the Corporation completed a bought-deal equity offering (the "2018 Offering") of 5,612,000 common shares, at a price of $4.10 per share, which included the full exercise of the over-allotment option granted to the underwriters, for aggregate gross proceeds of $23,009,200. The 2018 Offering was completed pursuant to a prospectus supplement, dated May 24, 2018, to a short form base shelf prospectus dated December 9, 2016. The 2018 Offering was underwritten by a syndicate of underwriters co-led by Cormark Securities Inc. and Cantor Fitzgerald Canada Corporation, as co-bookrunners, and included TD Securities Inc. and BMO Nesbitt Burns Inc. The Corporation used a portion of the net proceeds from the 2018 Offering to purchase a total of 675,000 pounds of U3O8 at an average price of US$22.76 (CAD$29.84), with the remainder to be used for general corporate purposes.

In September 2018, Mr. Tim Gabruch was appointed Chief Commercial Officer of the Corporation, assuming responsibility for UPC's commercial activities.

Also in September 2018, the Corporation withdrew its claims against the counterparty to the July 2016 Relocation Agreement, which counterparty had filed for Chapter 11 bankruptcy protection in the United States of America in 2017. The counterparty completed a court approved reorganization and sale of the counterparty's assets in 2018, and the Relocation Agreement was assumed by the counterparty, thus no longer necessitating a claim by the Corporation. Pursuant to the Relocation Agreement, the Corporation transferred a total of 700,000 KgU as UF6 to an alternate storage facility in three separate tranches in 2016 and 2017, in exchange for a fee payable to the Corporation of US$1.00 per KgU for the initial 12 months of each transfer and US$0.50 per KgU for each subsequent year after the end of the initial 12 month period. The return of the relocated 700,000 KgU as UF6 was completed by end of May 2020, including the early return of 100,000 KgU as UF6 in January 2020, which was done in order to facilitate the first tranche of the October 2019 sale of conversion components (see below).

On December 21, 2018, the Corporation filed a short form base shelf prospectus ("2018 Prospectus") with the securities regulatory authorities in each of the provinces of Canada, other than Québec. The 2018 Prospectus qualified the issuance of common shares or warrants or any combination of such securities as units, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and as set forth in the 2018 Prospectus, for an aggregate offering amount of up to $200,000,000, during the 25 month period beginning December 24, 2018, the date of the receipt of the 2018 Prospectus by the Ontario Securities Commission. The Corporation did not file a supplement or issue securities under the 2018 Prospectus.

As at February 28, 2019, the Corporation's total holdings of uranium material consisted of 14,159,354 pounds of U3O8 and 1,117,230 KgU as UF6.

The NAV per share at February 28, 2019 was $4.75 based on the spot price for U3O8 of US$28.00 per pound, the UF6 spot price of US$87.00 per KgU and the Canadian/U.S. dollar foreign exchange rate of $1.3169.

Fiscal 2020

Effective April 1, 2019, the Corporation and the Manager executed a new management services agreement (the "2019 MSA") with a five-year term ending March 31, 2024. For more information, see "Business of UPC - Management of UPC".

In August 2019, the Corporation entered into an agreement with a primary UF6 conversion supplier to sell the conversion components contained in 417,230 KgU as UF6. This transaction resulted in the exchange of 417,230

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KgU as UF6 for 1,090,162 pounds of U3O8 as well as cash consideration of $5,489,000 (US$4,151,000) and beneficial storage and other arrangements.

In October 2019, the Corporation entered into a contract to purchase a total of 230,000 pounds of U3O8 at an average price of US$26.04. The transaction consisted of three tranches of 100,000 pounds of U3O8, 76,300 pounds of U3O8, and 53,700 pounds of U3O8, for delivery in October 2019, January 2020 and June 2020, respectively, which have each been completed.

Also in October 2019, the Corporation entered into commitments to sell the conversion components contained in 300,000 KgU as UF6. This transaction resulted in the exchange of 300,000 KgU as UF6 for 783,856 pounds of U3O8 and cash consideration of US$6,087,000. The transaction consisted of three equal tranches of 100,000 KgU as UF6 for delivery in January 2020, June 2020 and July 2020, which have been completed.

As at February 29, 2020, the Corporation's total holdings of uranium material consisted of 15,687,101 pounds of U3O8 and 600,000 KgU as UF6.

The NAV per share at February 29, 2020 was $4.32 based on the spot price for U3O8 of US$24.70 per pound, the UF6 spot price of US$85.95 per KgU and the Canadian/U.S. dollar foreign exchange rate of $1.3429.

Fiscal 2021

In April 2020, the Corporation filed a notice of a Normal Course Issuer Bid ('2020 NCIB') with the TSX, authorizing the Corporation to purchase up to 12,301,750 common shares of the Corporation during the 12- month period which ended April 15, 2021. As at February 28, 2021, a total of 3,121,062 shares had been purchased under the 2020 NCIB at an average cost of $4.72 per share for a total cash outflow of $14,734,000, which includes brokers' commissions of $31,000.

In May 2020, the Corporation entered into an agreement to loan 500,000 pounds of U3O8 to an independent third party, with a return date at the beginning of September 2020. The loan was subject to a loan fee of US$100,000 per month and was collateralized with 164,000 pounds of U3O8 and 105,971 KgU as UF6. The loan was completed, with the U3O8 returned to the Corporation and the collateral returned to the third party.

In June 2020, UPC entered into a uranium relocation agreement with an independent third party whereby the Corporation delivered 200,000 pounds of U3O8 to the counterparty at a storage facility and received 220,000 pounds of U3O8 at an alternate storage facility in exchange. The relocation occurred on June 30, 2020.

In February 2021, Mr. Tim Gabruch left his role of Chief Commercial Officer of the Corporation to pursue other opportunities.

During fiscal 2021, the Corporation sold 275,000 pounds of U3O8, in six separate transactions, at a weighted average purchase price of US$32.29, for estimated gross proceeds of $12,181,000, and the conversion component contained in 100,000 KgU as UF6 for 261,285 pounds of U3O8 and cash consideration of CAD$2,727,000, the majority of the funds of which were used to finance share repurchases under the 2020 NCIB.

As at February 28, 2021, the Corporation's total holdings of uranium material consisted of 16,269,658 pounds of U3O8 and 300,000 KgU as UF6.

The NAV per share at February 28, 2021 was $4.61 based on the spot price for U3O8 of US$28.20 per pound, the UF6 spot price of US$94.00 per KgU and the Canadian/U.S. dollar foreign exchange rate of $1.2685.

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