Form SC 13G DENISON MINES CORP. Filed by: Beutel, Goodman & Co Ltd.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G 

Under the Securities Exchange Act of 1934 

(Amendment No. ___________)* 

Denison Mines Corp.

Common Stock

248356107
December 31, 2014

Check the appropriate box to designate the rule 
pursuant to which this Schedule is filed:

 
Rule 13d-1(b) X
Rule 13d-1(c) 
Rule 13d-1(d) 

*The remainder of this cover page shall be filled out 
for a reporting persons initial filing on this form 
with respect to the subject class of securities, and 
for any subsequent amendment containing information 
which would alter the disclosures provided in a prior 
cover page. 

The information required in the remainder of this 
cover page shall not be deemed to be filed for the 
purpose of Section 18 of the Securities Exchange Act 
of 1934 (Act) or otherwise subject to the liabilities 
of that section of the Act but shall be subject to all 
other provisions of the Act (however, see the Notes). 

Persons who respond to the collection of information 
contained in this form are notrequired to respond 
unless the form displays a currently valid OMB control 
number. 

SEC 1745 (3-06) Page 1 of 6 pages 






CUSIP No. 248356107


1. Names of Reporting Persons. 

I.R.S. Identification Nos. of above persons 
(entities only). 

	Beutel, Goodman & Company Ltd.


2. Check the Appropriate Box if a Member of a Group 
(See Instructions) 

	(a) 
	(b) 

3. SEC Use Only 


4. Citizenship or Place of Organization
	Ontario, Canada

5. Number of Sole Voting Power 
	31,831,500

6. Shares Beneficially by Shared Voting Power
	0

7. Owned by Each Reporting Sole Dispositive Power
	33,984,500

8. Person With Shared Dispositive Power 
	0

9. Aggregate Amount Beneficially Owned by Each 
Reporting Person
	33,984,500

10. Check if the Aggregate Amount in Row Excludes 
Certain Shares 
	(See Instructions)

11. Percent of Class Represented by Amount in Row (9) 
	6.72

12. Type of Reporting Person (See Instructions) 
	1A

Page 2 of 6 pages 






INSTRUCTIONS FOR SCHEDULE 13G


Instructions for Cover Page 

(l) Names and I.R.S. Identification Numbers of Reporting Persons Furnish 
the full legal name of each person for whom the report is filed i.e., 
each person required to sign the schedule itself including each member 
of a group. Do not include the name of a person required to be 
identified in the report but who is not a reporting person. Reporting 
persons that are entities are also requested to furnish their I.R.S. 
identification numbers, although disclosure of such numbers is 
voluntary, not mandatory (see SPECIAL INSTRUCTIONS FOR 
COMPLYING WITH SCHEDULE 13G below). 

(2) If any of the shares beneficially owned by a reporting person are 
held as a member of a group and that membership is expressly 
affirmed, please check row 2(a). If the reporting person disclaims 
membership in a group or describes a relationship with other persons 
but does not affirm the existence of a group, please check row 2(b) 
[unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which 
case it may not be necessary to check row 2(b)]. 

(3) The third row is for SEC internal use; please leave blank. 

(4) Citizenship or Place of Organization Furnish citizenship if 
the named reporting person is a natural person. Otherwise, 
furnish place of organization. 

(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting 
Person, Etc. Rows (5) through (9) inclusive, and (11) are to be completed 
in accordance with the provisions of Item 4 of Schedule 13G. All 
percentages are to be rounded off to the nearest tenth 
(one place after decimal point). 

(10) Check if the aggregate amount reported as beneficially owned in row 
(9) does not include shares as to which beneficial ownership is disclaimed 
pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the Securities 
Exchange Act of 1934. 

(12) Type of Reporting Person Please classify each reporting person 
according to the following breakdown (see Item 3 of 
Schedule 13G) and place the appropriate symbol on the form: 

Category Symbol 

Broker Dealer BD 
Bank BK 
Insurance Company IC 
Investment Company IV 
Investment Adviser IA 
Employee Benefit Plan, Pension Fund, 
or Endowment Fund EP 
Parent Holding Company/Control Person HC 
Savings Association SA 
Church Plan CP 
Corporation CO 
Partnership PN 
Individual IN 
Other OO 

Notes: 

Attach as many copies of the second part of the cover page 
as are needed, one reporting person per page. 

Filing persons may, in order to avoid unnecessary duplication, 
answer items on the schedules (Schedule 13D, 13G or 14D-1) 
by appropriate cross references to an item or items on the cover 
page(s). This approach may only be used where the cover page 
item or items provide all the disclosure required by the schedule 
item. Moreover, such a use of a cover page item will result in the 
item becoming a part of the schedule and accordingly being considered 
as filed for purposes of Section 18 of the Securities 
Exchange Act or otherwise subject to the liabilities of 
that section of the Act. 

Reporting persons may comply with their cover page filing requirements 
by filing either completed copies of the blank forms 
available from the Commission, printed or typed facsimiles, or 
computer printed facsimiles, provided the documents filed have 
identical formats to the forms prescribed in the Commissions 
regulations and meet existing Securities Exchange Act rules as to 
such matters as clarity and size 
(Securities Exchange Act Rule 12b-12). 

SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G 

Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 
1934 and the rules and regulations thereunder, the Commission is 
authorized to solicit the information required to be supplied by 
this schedule by certain security holders of certain 
issuers. 

Page 3 of 6 pages 


Disclosure of the information specified in this schedule is mandatory, 
except for I.R.S. identification numbers, disclosure of 
which is voluntary. The information will be used for the primary 
purpose of determining and disclosing the holdings of certain 
beneficial owners of certain equity securities. This statement will 
be made a matter of public record. Therefore, any information 
given will be available for inspection by any member of the public. 

Because of the public nature of the information, the Commission can use 
it for a variety of purposes, including referral to other 
governmental authorities or securities self-regulatory organizations for 
investigatory purposes or in connection with litigation 
involving the Federal securities laws or other civil, criminal or 
regulatory statutes or provisions. I.R.S. identification numbers, 
if furnished, will assist the Commission in identifying security holders 
and, therefore, in promptly processing statements of 
beneficial ownership of securities. 

Failure to disclose the information requested by this schedule, except 
for I.R.S. identification numbers, may result in civil or criminal action 
against the persons involved for violation of the Federal securities laws 
and rules promulgated thereunder. 

GENERAL INSTRUCTIONS 

A. Statements filed pursuant to Rule 13d-1(b) containing the information 
required by this schedule shall be filed not later than February 14 following 
the calendar year covered by the statement or within the time specified 
in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to Rule 13d-1(c) 
shall be filed within the time specified in Rules 13d-1(c), 13d-2(b) and 
13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not 
later than February 14 following the calendar year covered by the statement 
pursuant to Rules 13d-1(d) and 13d-2(b). 

B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that 
covered by a statement on this schedule may be incorporated by reference in 
response to any of the items of this schedule. If such information is 
incorporated by reference in this schedule, copies of the relevant pages 
of such form shall be filed as an exhibit to this schedule. 

C. The item numbers and captions of the items shall be included but the 
text of the items is to be omitted. The answers to the items shall be so 
prepared as to indicate clearly the coverage of the items without referring 
to the text of the items. Answer every item. If an item is inapplicable 
or the answer is in the negative, so state. 


Item 1. 

(a) Name of Issuer: 
 
	Denison Mines Corp.

(b) Address of Issuers Principal Executive Offices:

	595 Bay Street, Suite 402, 
	Toronto, Ontario,  
	M5G 2C2, Canada


Item 2. 

(a) Name of Person Filing   

	Beutel, Goodman & Company Ltd.

(b) Address of Principal Business Office or, if none, Residence  
 
	20 Eglinton Ave. W., Suite 2000
	Toronto, Ontario, M4R 1K8, Canada

(c) Citizenship    
    
	Canadian incorporated company

(d) Title of Class of Securities
   
	Common stock     

(e) CUSIP Number 
  
	248356107


Item 3. If this statement is filed pursuant to   240.13d-1(b) 
or 240.13d-2(b) or (c), check whether the person filing is a: 

(a) Broker or dealer registered under section 15 of the 
Act (15 U.S.C. 78o). 

(b) Bank as defined in section 3(a)(6) of the 
Act (15 U.S.C. 78c). 

(c) Insurance company as defined in section 3(a)(19) of the 
Act (15 U.S.C. 78c). 

(d) Investment company registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C 80a-8). 

(e) X An investment adviser in accordance with  240.13d-1(b)(1)(ii)(E); 

(f) An employee benefit plan or endowment fund in accordance with  
240.13d-1(b)(1)(ii)(F); 

(g) A parent holding company or control person in accordance with   
240.13d-1(b)(1)(ii)(G); 

(h) A savings associations as defined in Section 3(b) of the Federal 
Deposit Insurance Act (12 U.S.C. 1813); 

(i) A church plan that is excluded from the definition of an investment 
company under section 3(c)(14) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-3); 


Page 4 of 6 pages 





(j) Group, in accordance with 240.13d-1(b)(1)(ii)(J).

 
Item 4. Ownership. 

Provide the following information regarding the aggregate 
number and percentage of the class of securities of the issuer 
identified in Item 1. AS AT DECEMBER 31,2014.

(a) Amount beneficially owned: 33,984,500


(b)Percent of class: 6.72


(c) Number of shares as to which the person has: 

	(i) Sole power to vote or to direct the vote 31,831,500. 

	(ii) Shared power to vote or to direct the vote 0. 

	(iii) Sole power to dispose or to direct the disposition of 33,984,500.
 
	(iv) Shared power to dispose or to direct the disposition of 0. 


All of the shares reported in the statement are owned by investment 
advisory clients of Beutel Goodman.  In its role as investment adviser, 
Beutel Goodman has voting power with respect to these shares indicated above.

Instruction. For computations regarding securities which represent a 
right to acquire an underlying security see  240.13d-3(d)(1). 


Item 5. Ownership of Five Percent or Less of a Class 

If this statement is being filed to report the fact that as of the date 
hereof the reporting person has ceased to be the beneficial owner of 
more than five percent of the class of securities, check the following ... 

Instruction: Dissolution of a group requires a response to this item. 


Item 6. Ownership of More than Five Percent on Behalf of Another Person. 

If any other person is known to have the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the sale of, 
such securities, a statement to that effect should be included in response 
to this item and, if such interest relates to more than five percent of 
the class, such person should be identified. 

A listing of the shareholders of an investment company registered 
under the Investment Company Act of 1940 or the beneficiaries 
of employee benefit plan, pension fund or endowment fund is not required. 


Item 7. Identification and Classification of the Subsidiary Which 
Acquired the Security Being Reported on By the Parent Holding Company 

If a parent holding company has filed this schedule, pursuant to 
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach 
an exhibit stating the identity and the Item 3 classification of 
the relevant subsidiary. If a parent holding company has filed this 
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit 
stating the identification of the relevant subsidiary. 


Item 8. Identification and Classification of Members of the Group 

If a group has filed this schedule pursuant to  240.13d-1(b)(1)(ii)(J), 
so indicate under Item 3(j) and attach an exhibit stating 
the identity and Item 3 classification of each member of the group. 
If a group has filed this schedule pursuant to  240.13d-1(c) 
or  240.13d-1(d), attach an exhibit stating the identity of each member 
of the group. 


Item 9. Notice of Dissolution of Group 

Notice of dissolution of a group may be furnished as an exhibit stating 
the date of the dissolution and that all further filings 
with respect to transactions in the security reported on will be 
filed, if required, by members of the group, in their individual 
capacity. See Item 5. 

Item 10. Certification 


(a) The following certification shall be included if the statement is 
filed pursuant to  240.13d-1(b): 

Page 5 of 6 pages 




By signing below I certify that, to the best of my knowledge and belief, 
the securities referred to above were acquired and are held in the ordinary 
course of business and were not acquired and are not held for the purpose 
of or with the effect of changing or influencing the control of the issuer 
of the securities and were not acquired and are not held in connection 
with or as a participant in any transaction having that purpose or effect. 

(b) The following certification shall be included if the statement is 
filed pursuant to  240.13d-1(c): By signing below I certify that, to the 
best of my knowledge and belief, the securities referred to above were not 
acquired and are not held for the purpose of or with the effect of changing or 
influencing the control of the issuer of the securities and were not acquired 
and are not held in connection with or as a participant in any transaction 
having that purpose or effect. 



SIGNATURE 

After reasonable inquiry and to the best of my knowledge and belief, 
I certify that the information set forth in this statement 
is true, complete and correct. 

Date   January 15, 2015



Signature 

Michael James Gibson, Managing Director
Operations and Chief Compliance Officer

The original statement shall be signed by each person on 
whose behalf the statement is filed or his authorized 
representative. If the statement is signed on behalf of a person 
by his authorized representative other than an executive officer 
or general partner of the filing person, evidence of the 
representatives authority to sign on behalf of such person shall 
be filed with the statement, provided, however, that a power of 
attorney for this purpose which is already on file with the 
Commission may be incorporated by reference. The name and any 
title of each person who signs the statement shall be typed or 
printed beneath his signature. 

NOTE: Schedules filed in paper format shall include a signed 
original and five copies of the schedule, including all exhibits. 
See  240.13d-7 for other parties for whom copies are to be sent. 

Attention: Intentional misstatements or omissions of fact 
Constitute Federal criminal violations (See 18 U.S.C. 1001) 

Page 6 of 6 pages 

You May Also Be Interested In