UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: November 8, 2024
Commission File Number: 001-33414
Denison Mines Corp.
(Name of
registrant)
1100-40 University Avenue
Toronto Ontario
M5J 1T1 Canada
(Address of
principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form
40-F.
Form
20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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DENISON MINES
CORP.
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/s/ Amanda Willett
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Date:
November 8, 2024
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Amanda
Willett
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Vice
President Legal and Corporate Secretary
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FORM 6-K
EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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99.2
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99.3
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99.4
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99.5
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Exhibit
99.1
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INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
(Unaudited -
Expressed in thousands of Canadian dollars (“CAD”)
except for share amounts)
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At September
30
2024
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At December
31
2023
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ASSETS
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Current
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Cash and cash
equivalents (note 4)
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$
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105,933
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$
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131,054
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Trade and other
receivables
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3,354
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1,913
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Inventories
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3,644
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3,580
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Investments-equity
instruments (note 5)
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10,490
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10,400
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Prepaid expenses
and other
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816
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1,594
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124,237
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148,541
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Non-Current
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Inventories-ore
in stockpiles
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2,098
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2,098
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Investments-equity
instruments (note 5)
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-
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117
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Investments-uranium
(note 5)
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242,780
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276,815
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Investments-convertible
debentures (note 5)
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14,440
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15,565
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Investments-joint
venture (note 6)
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18,173
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17,290
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Restricted cash
and investments
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11,799
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11,231
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Property, plant
and equipment (note 7)
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258,360
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254,946
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Total
assets
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$
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671,887
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$
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726,603
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LIABILITIES
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Current
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Accounts payable
and accrued liabilities (note 8)
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$
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12,912
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$
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10,822
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Current portion
of long-term liabilities:
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Deferred revenue
(note 9)
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4,501
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4,535
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Reclamation
obligations (note 10)
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2,257
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2,256
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Other
liabilities
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120
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333
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19,790
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17,946
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Non-Current
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Deferred revenue
(note 9)
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29,914
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30,423
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Reclamation
obligations (note 10)
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31,945
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32,642
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Other
liabilities
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2,960
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1,201
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Deferred income
tax liability
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2,368
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2,607
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Total
liabilities
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86,977
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84,819
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EQUITY
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Share capital
(note 11)
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1,657,432
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1,655,024
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Contributed
surplus
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72,209
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69,823
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Deficit
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(1,146,498)
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(1,084,881)
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Accumulated other
comprehensive income
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1,767
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1,818
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Total
equity
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584,910
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641,784
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Total
liabilities and equity
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$
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671,887
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$
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726,603
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Issued and
outstanding common shares (note 11)
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892,596,933
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890,970,371
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Commitments
and contingencies (note 17)
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The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
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INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
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CONDENSED INTERIM
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME
(LOSS)
(Unaudited -
Expressed in thousands of CAD dollars except for share and per
share amounts)
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Three
Months Ended
September
30
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Nine
Months Ended
September
30
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2024
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2023
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2024
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2023
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REVENUES (note 14)
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$
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695
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$
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777
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$
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2,853
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$
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763
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EXPENSES
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Operating
expenses (note 14)
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(1,030)
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(797)
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(3,617)
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(2,567)
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Exploration (note
14)
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(2,834)
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(2,052)
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(10,002)
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(7,833)
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Evaluation (note
14)
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(8,577)
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(5,217)
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(20,986)
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(12,601)
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General and
administrative (note 14)
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(3,552)
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(2,999)
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(10,877)
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(9,462)
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Other (expense)
income (note 13)
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(10,669)
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68,064
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(20,347)
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90,262
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(26,662)
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56,999
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(65,829)
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57,799
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(Loss)
income before net finance expense, equity accounting
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(25,967)
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57,776
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(62,976)
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58,562
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Finance income
(expense), net (note 13)
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638
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(418)
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2,381
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(1,706)
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Equity share of
loss of joint venture (note 6)
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(604)
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(459)
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(1,732)
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(3,814)
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(Loss) income
before taxes
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(25,933)
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56,899
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(62,327)
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53,042
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Deferred income
tax recovery
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166
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1,017
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239
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1,695
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Net (loss) income
from continuing operations
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(25,767)
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57,916
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(62,088)
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54,737
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Net income from
discontinued operations,
net
of taxes (note 14)
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-
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321
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471
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1,161
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Net (loss) income
for the period
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$
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(25,767)
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$
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58,237
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$
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(61,617)
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$
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55,898
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Other
comprehensive (loss) income:
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Items that are or
may be subsequently reclassified to (loss) income:
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Foreign currency
translation change
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16
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(114)
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(51)
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15
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Comprehensive
(loss) income for the period
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$
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(25,751)
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$
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58,123
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$
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(61,668)
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$
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55,913
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Basic and diluted
net (loss) income per share:
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Basic
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$
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(0.03)
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$
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0.07
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$
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(0.07)
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$
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0.07
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Diluted
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$
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(0.03)
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$
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0.07
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$
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(0.07)
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$
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0.07
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Weighted-average
number of shares outstanding
(in
thousands):
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Basic
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892,468
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840,036
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891,976
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836,174
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Diluted
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892,468
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847,684
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891,976
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843,306
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The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
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INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY
(Unaudited -
Expressed in thousands of CAD dollars)
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Nine
Months Ended
September
30
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2024
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2023
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Share capital (note 11)
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Balance-beginning
of period
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$
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1,655,024
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$
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1,539,209
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Shares issued for
cash, net of issue costs
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-
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37,042
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Other shares
issued, net of issue costs
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|
95
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193
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Share options
exercised-cash
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1,274
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2,362
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Share options
exercised-transfer from contributed surplus
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599
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981
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Share units
exercised-transfer from contributed surplus
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440
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1,775
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Balance-end of
period
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1,657,432
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1,581,562
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Contributed surplus
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Balance-beginning
of period
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69,823
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70,281
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Share-based
compensation expense (note 12)
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3,425
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2,686
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Share options
exercised-transfer to share capital
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(599)
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(981)
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Share units
exercised-transfer to share capital
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(440)
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(1,775)
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Balance-end of
period
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72,209
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70,211
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Deficit
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Balance-beginning
of period
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(1,084,881)
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(1,175,256)
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Net (loss)
income
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(61,617)
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55,898
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Balance-end of
period
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(1,146,498)
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(1,119,358)
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Accumulated
other comprehensive income (note 13)
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Balance-beginning
of period
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|
1,818
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1,782
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Foreign currency
translation
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(51)
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15
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Balance-end of
period
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|
1,767
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1,797
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Total Equity
|
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Balance-beginning
of period
|
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$
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641,784
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$
|
436,016
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Balance-end of
period
|
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$
|
584,910
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$
|
534,212
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The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
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INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited -
Expressed in thousands of CAD dollars)
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Nine
Months Ended
September
30
|
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|
2024
|
|
2023
|
|
CASH PROVIDED BY (USED IN):
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OPERATING ACTIVITIES
|
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Net loss for the
period
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$
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(61,617)
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$
|
55,898
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Adjustments and
items not affecting cash and cash equivalents:
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Depletion,
depreciation, amortization and accretion
|
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|
7,528
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|
6,934
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Fair value change
losses (gains):
|
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Investments-equity
instruments (notes 5 and 13)
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|
135
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|
(2,645)
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Investments-uranium
(note 5 and 13)
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|
20,437
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|
(85,910)
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Investments-convertible
debentures (notes 5 and 13)
|
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|
1,125
|
|
-
|
|
Joint
venture-equity share of loss (note 6)
|
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|
1,732
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|
3,814
|
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Recognition of
deferred revenue (note 9)
|
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|
|
(2,853)
|
|
(763)
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Gain on property,
plant and equipment disposals
|
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|
|
(149)
|
|
(1,299)
|
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Post-employment
benefit payments
|
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|
(96)
|
|
(68)
|
|
Reclamation
obligation expenditures (note 10)
|
|
|
|
(2,117)
|
|
(2,138)
|
|
Reclamation
liability deposit from joint venture partner
|
|
|
|
-
|
|
99
|
|
Share-based
compensation (note 12)
|
|
|
|
3,425
|
|
2,686
|
|
Foreign exchange
gain (note 13)
|
|
|
|
(803)
|
|
(150)
|
|
Deferred income
tax recovery
|
|
|
|
(239)
|
|
(1,695)
|
|
Change in
non-cash operating working capital items (note 13)
|
|
|
|
1,124
|
|
(571)
|
|
Net
cash used in operating activities
|
|
|
|
(32,368)
|
|
(25,808)
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
Increase in
restricted cash and investments
|
|
|
|
(568)
|
|
(269)
|
|
Purchase of
investment in joint venture (note 6)
|
|
|
|
(2,615)
|
|
(1,979)
|
|
Additions of
property, plant and equipment (note 7)
|
|
|
|
(5,196)
|
|
(1,525)
|
|
Proceeds on
disposal of investments – uranium (note 5)
|
|
|
|
13,598
|
|
-
|
|
Proceeds on
disposal of property, plant and equipment
|
|
|
|
227
|
|
125
|
|
Net
cash provided by (used in) investing activities
|
|
|
|
5,446
|
|
(3,648)
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
Proceeds
from share options exercised, net of issue costs (note
12)
|
|
|
|
1,258
|
|
2,362
|
|
Repayment
of debt obligations
|
|
|
|
(213)
|
|
(164)
|
|
Proceeds
from share issues, net of issue costs
|
|
|
|
-
|
|
37,022
|
|
Net
cash provided by financing activities
|
|
|
|
1,045
|
|
39,220
|
|
|
|
|
|
|
|
|
|
Decrease
in cash and cash equivalents
|
|
|
|
(25,877)
|
|
9,764
|
|
Foreign
exchange effect on cash and cash equivalents
|
|
|
|
756
|
|
160
|
|
Cash
and cash equivalents, beginning of period
|
|
|
|
131,054
|
|
50,915
|
|
Cash
and cash equivalents, end of period
|
|
|
$
|
105,933
|
$
|
60,839
|
|
|
|
The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
|
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
|
|
(Unaudited -
Expressed in CAD dollars except for shares and per share
amounts)
|
|
Denison Mines
Corp. (“DMC”) and its subsidiary companies and joint
arrangements (collectively, “Denison” or the
“Company”) are engaged in uranium mining related
activities, which can include acquisition, exploration, development
and mining of uranium bearing properties, as well as the processing
and selling of, and investing in uranium.
The Company has
an effective 95.0% interest in the Wheeler River Joint Venture
(“WRJV”), a 69.44% interest in the Waterbury Lake
Uranium Limited Partnership (“WLULP”), a 22.5% interest
in the McClean Lake Joint Venture (“MLJV”) (which
includes the McClean Lake mill) and a 25.17% interest in the
Midwest Joint Venture (“MWJV”), each of which are
located in the eastern portion of the Athabasca Basin region in
northern Saskatchewan, Canada. The McClean Lake mill is contracted
to provide toll milling services to the Cigar Lake Joint Venture
(“CLJV”) under the terms of a toll milling agreement
between the parties (see note 9).
Through its 50%
ownership of JCU (Canada) Exploration Company, Limited
(“JCU”), Denison holds further indirect interests in
various uranium project joint ventures in Canada, including the
Millennium project (JCU 30.099%), the Kiggavik project (JCU
33.8118%), and the Christie Lake project (JCU 34.4508%). See note 6
for details.
DMC is
incorporated under the Business Corporations Act (Ontario) and
domiciled in Canada. The address of its registered head office is
40 University Avenue, Suite 1100, Toronto, Ontario, Canada, M5J
1T1.
2.
STATEMENT
OF COMPLIANCE
These condensed
interim consolidated financial statements have been prepared in
accordance with International Accounting Standards
(“IAS”) 34, Interim Financial Reporting. The condensed
interim consolidated financial statements should be read in
conjunction with the audited annual consolidated financial
statements for the year ended December 31, 2023. The
Company’s presentation currency is Canadian dollars
(“CAD”).
These financial
statements were approved by the board of directors for issue on
November 7, 2024.
3.
MATERIAL
ACCOUNTING POLICIES
The material
accounting policies followed in these condensed interim
consolidated financial statements are consistent with those applied
in the Company’s audited annual consolidated financial
statements for the year ended December 31, 2023.
The Company has
adopted the amendments to IAS 1: Presentation of Financial
Statements, IAS 7: Statement of Cash Flows and Errors, IFRS 7:
Financial Instruments: Disclosures and IFRS 16: Leases, which are
effective for annual periods beginning on or after January 1, 2024
and has concluded that these amendments have no impact on the
Company’s condensed interim consolidated financial
statements.
4.
CASH AND
CASH EQUIVALENTS
The cash and cash
equivalent balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
$
|
1,251
|
$
|
2,650
|
|
Cash in MLJV and
MWJV
|
|
|
|
543
|
|
1,036
|
|
Cash
equivalents
|
|
|
|
104,139
|
|
127,368
|
|
|
|
|
$
|
105,933
|
$
|
131,054
|
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The investments
balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Equity
instruments
|
|
|
|
|
|
|
|
Shares
|
|
|
$
|
10,455
|
$
|
10,390
|
|
Warrants
|
|
|
|
35
|
|
127
|
|
Convertible
Debentures
|
|
|
|
14,440
|
|
15,565
|
|
Physical
Uranium
|
|
|
|
242,780
|
|
276,815
|
|
|
|
|
$
|
267,710
|
$
|
302,897
|
|
|
|
|
|
|
|
|
|
Investments-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
10,490
|
$
|
10,400
|
|
Long-term
|
|
|
|
257,220
|
|
292,497
|
|
|
|
|
$
|
267,710
|
$
|
302,897
|
The investments
continuity summary is as follows:
|
(in
thousands)
|
|
Equity
Instruments
|
|
Convertible
Debentures
|
|
Physical
Uranium
|
|
Total
Investments
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2023
|
$
|
10,517
|
$
|
15,565
|
$
|
276,815
|
$
|
302,897
|
|
Sale of
investments
|
|
-
|
|
-
|
|
(13,598)
|
|
(13,598)
|
|
Acquisition of
investments
|
|
108
|
|
-
|
|
-
|
|
108
|
|
Change in fair
value gain to profit and (loss) (note 13)
|
|
(135)
|
|
(1,125)
|
|
(20,437)
|
|
(21,697)
|
|
Balance-September
30, 2024
|
$
|
10,490
|
$
|
14,440
|
$
|
242,780
|
$
|
267,710
|
Investment
in equity instruments and debentures
At September 30,
2024, the Company holds equity instruments consisting of shares and
warrants in publicly traded companies as well as convertible debt
instruments. The convertible debt instruments are classified as
non-current as they are convertible and redeemable for a period
more than one year after the balance sheet date. During the nine
months ended September 30, 2024, a portion of the interest payable
on the convertible debentures was settled in shares, at the option
of the debtor per the unsecured convertible debenture
agreement.
Investment
in uranium
At September 30,
2024, the Company holds a total of 2,200,000 pounds of physical
uranium as uranium oxide concentrates (“U3O8“) at a cost
of $80,729,000 (USD$65,289,000 or USD$29.67 per pound of
U3O8) and market value
of $242,780,000 (USD$179,850,000 or USD$81.75 per pound of
U3O8).
During the second
quarter of 2024, the Company settled a sale of 100,000 pounds of
U3O8 for proceeds of
$13,598,000 (USD$10,000,000).
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
6.
INVESTMENT
IN JOINT VENTURE
The investment in
joint venture balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Investment in
joint venture:
|
|
|
|
|
|
|
|
JCU
|
|
|
$
|
18,173
|
$
|
17,290
|
|
|
|
|
$
|
18,173
|
$
|
17,290
|
A summary of the
investment in JCU is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2023
|
|
|
|
|
$
|
17,290
|
|
Investment at
cost:
|
|
|
|
|
|
|
|
Additional
investment in JCU
|
|
|
|
|
|
2,615
|
|
Equity
share of loss
|
|
|
|
|
|
(1,732)
|
|
Balance-September
30, 2024
|
|
|
|
|
$
|
18,173
|
JCU is a private
company that holds a portfolio of twelve uranium project joint
venture interests in Canada, including a 10% interest in the WRJV,
a 30.099% interest in the Millennium project (Cameco Corporation
69.901%), a 33.8118% interest in the Kiggavik project (Orano Canada
Inc. 66.1882%), and a 34.4508% interest in the Christie Lake
project (UEC 65.5492%).
During the nine
months ended September 30, 2024, each shareholder of JCU funded
operations with an investment in JCU of $2,615,000. The investment
was made by share subscription, where each shareholder acquired
additional common shares in JCU in accordance with each
shareholder’s pro-rata ownership interest in JCU. As a
result, the Company’s ownership interest in JCU remained
unchanged at 50%.
The following
tables summarize the consolidated financial information of JCU on a
100% basis, taking into account adjustments made by Denison for
equity accounting purposes (including fair value adjustments and
differences in accounting policies). Denison records its equity
share of earnings (loss) in JCU one month in arrears (due to the
information not yet being available), adjusted for any known
material transactions that have occurred up to the period end date
on which Denison is reporting.
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Total current
assets(1)
|
|
|
$
|
2,433
|
$
|
525
|
|
Total non-current
assets
|
|
|
|
38,737
|
|
38,666
|
|
Total current
liabilities
|
|
|
|
(415)
|
|
(381)
|
|
Total non-current
liabilities
|
|
|
|
(4,409)
|
|
(4,230)
|
|
Total net
assets
|
|
|
$
|
36,346
|
$
|
34,580
|
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
Ended
|
|
|
|
|
|
|
|
August 31,
2024(2)
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
$
|
-
|
|
Net
loss
|
|
|
|
|
|
(3,464)
|
|
Other
comprehensive income
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Reconciliation of
JCU net assets to Denison investment carrying value:
|
|
|
|
Adjusted net assets of
JCU–at December 31, 2023
|
|
|
$
|
34,580
|
|
Net
loss
|
|
|
|
|
|
(3,464)
|
|
Investment from
owners
|
|
|
|
|
|
5,230
|
|
Net assets of
JCU-at August 31, 2024
|
|
|
|
|
$
|
36,346
|
|
Denison ownership
interest
|
|
|
|
|
|
50%
|
|
Investment in
JCU
|
|
|
|
|
$
|
18,173
|
(1)
The current assets presented
are entirely cash and cash equivalents for September 30, 2024, and
December 31, 2023.
(2)
Represents JCU net loss for
the nine months ended August 31, 2024 (recorded one month in
arrears), adjusted for differences in fair value allocations and
accounting policies.
7.
PROPERTY,
PLANT AND EQUIPMENT
The property,
plant and equipment (“PP&E”) continuity summary is
as follows:
|
|
|
Plant
and Equipment
|
|
Mineral
|
|
Total
|
|
(in
thousands)
|
|
Owned
|
|
Right-of-Use
|
|
Properties
|
|
PP&E
|
|
|
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2023
|
$
|
112,705
|
$
|
769
|
$
|
180,813
|
$
|
294,287
|
|
Additions (note
14)
|
|
3,393
|
|
1,704
|
|
2,116
|
|
7,213
|
|
Disposals
|
|
(602)
|
|
-
|
|
-
|
|
(602)
|
|
Balance-September
30, 2024
|
$
|
115,496
|
$
|
2,473
|
$
|
182,929
|
$
|
300,898
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization, depreciation:
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2023
|
$
|
(38,833)
|
$
|
(508)
|
$
|
-
|
$
|
(39,341)
|
|
Amortization
|
|
(480)
|
|
-
|
|
-
|
|
(480)
|
|
Depreciation
|
|
(3,086)
|
|
(155)
|
|
-
|
|
(3,241)
|
|
Disposals
|
|
524
|
|
-
|
|
-
|
|
524
|
|
Balance-September
30, 2024
|
$
|
(41,875)
|
$
|
(663)
|
$
|
-
|
$
|
(42,538)
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
value:
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2023
|
$
|
73,872
|
$
|
261
|
$
|
180,813
|
$
|
254,946
|
|
Balance-September
30, 2024
|
$
|
73,621
|
$
|
1,810
|
$
|
182,929
|
$
|
258,360
|
Plant and
Equipment – Owned
The Company has a
22.5% interest in the McClean Lake mill through its ownership
interest in the MLJV. The carrying value of the mill, comprised of
various infrastructure, building and machinery assets, represents
$53,056,000, or 72%, of the September 30, 2024 total carrying value
amount of owned Plant and Equipment assets.
The additions to
PP&E during the nine months ended September 30, 2024 primarily
relate to long lead items for Wheeler River and the purchase of the
MaxPERF Tool Systems.
Plant and
Equipment – Right-of-Use
The Company has
included the cost of various right-of-use (“ROU”)
assets within its plant and equipment ROU carrying value amount.
These assets consist of building, vehicle, and office equipment
leases. The majority of the asset value is attributable to the
building lease assets for the Company’s office in Toronto and
warehousing space in Saskatoon.
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Mineral
Properties
As at September
30, 2024, the Company has various interests in development,
evaluation and exploration projects located in Saskatchewan,
Canada, which are either held directly or through contractual
arrangements. The properties with significant carrying values are
Wheeler River, Waterbury Lake, Midwest, Mann Lake, Wolly, Johnston
Lake, and McClean Lake, which together represent $165,830,000, or
91%, of the total mineral property carrying value as at September
30, 2024.
In January 2024,
the Company closed an earn-in agreement with Grounded Lithium Corp
(“Grounded Lithium”). with respect to the Kindersley
Lithium Project in Saskatchewan (“KLP”). The agreement
includes a series of earn-in options, with each earn-in option
being comprised of a cash payment to Grounded Lithium as well as
work expenditures to advance KLP. Should the Company complete all
three earn-in options it will earn a 75% working interest in the
KLP. The Company made a payment of $800,000 to Grounded Lithium,
incurred $61,000 of transaction expenses related to agreement, and
currently holds no interest in KLP. The Company has incurred
expenditures of $360,000 to the end of September 30, 2024, related
to the earn-in option. The expenses incurred are expensed,
consistent with the Company’s accounting policy.
8. ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
The accounts
payable and accrued liabilities balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
$
|
6,615
|
$
|
5,037
|
|
Payables in MLJV
and MWJV
|
|
|
|
5,678
|
|
4,843
|
|
Other
payables
|
|
|
|
619
|
|
942
|
|
|
|
|
$
|
12,912
|
$
|
10,822
|
9. DEFERRED
REVENUE
The deferred
revenue balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Deferred
revenue-pre-sold toll milling:
|
|
|
|
|
|
|
|
CLJV Toll
Milling-Ecora
|
|
|
$
|
34,415
|
$
|
34,958
|
|
|
|
|
$
|
34,415
|
$
|
34,958
|
|
Deferred
revenue-by balance sheet presentation:
|
|
|
|
|
|
Current
|
|
|
$
|
4,501
|
$
|
4,535
|
|
Non-current
|
|
|
|
29,914
|
|
30,423
|
|
|
|
|
$
|
34,415
|
$
|
34,958
|
The deferred
revenue liability continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
Deferred
Revenue
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2023
|
|
|
|
|
$
|
34,958
|
|
Revenue
recognized during the period (note 14)
|
|
|
|
|
|
(2,853)
|
|
Accretion (note
13)
|
|
|
|
|
|
2,310
|
|
Balance-September
30, 2024
|
|
|
|
|
$
|
34,415
|
Arrangement
with Ecora Resources PLC (“Ecora”)
In February 2017,
Denison closed an arrangement with Ecora, under which Denison
received an upfront payment in exchange for its right to receive
specified future toll milling cash receipts from the MLJV under the
current toll milling agreement with the CLJV from July 1, 2016
onwards. The up-front payment was based upon an estimate of the
gross toll milling cash receipts to be received by
Denison.
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The Ecora
Arrangement represents a contractual obligation of Denison to pay
onward to Ecora any 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. The deferred revenue
balance represents a non-cash liability, which is adjusted as any
toll milling revenue received by Denison is passed through to
Ecora, or any changes in Cigar Lake Phase 1 and Phase 2 tolling
milling production estimates are recognized.
During the nine
months ended September 30, 2024, the Company recognized $2,853,000
of toll milling revenue from the draw-down of deferred revenue,
based on Cigar Lake toll milling production of 12,247,000 pounds
U3O8 (100% basis). The
draw-down in 2024 includes a cumulative decrease in revenue for
prior periods of $207,000 resulting from changes in estimates to
the toll milling rates during 2024.
For the
comparative nine months ended September 30, 2023, the Company
recognized toll milling revenue of $763,000. Production-based
revenue of $2,601,000 was recognized based on toll milling
production of 10,310,000 pounds U3O8 (100% basis). The
production-based revenue was offset by a $1,838,000 true-up
adjustment to decrease the revenue recognized in prior periods as a
result of changes in the estimates to determine the toll milling
drawdown rate.
During the nine
months ended September 30, 2024, the Company recognized accretion
expense of $2,310,000, including a true-up adjustment of $63,000
due to the change in the estimated timing of milling of the Cigar
Lake ore (September 30, 2023, accretion expense of $2,726,000
including a $452,000 true up adjustment).
The current
portion of the deferred revenue liability reflects Denison’s
estimate of Cigar Lake toll milling over the next 12 months. This
assumption is based on current mill packaged production
expectations and is reassessed on a quarterly basis.
10. RECLAMATION
OBLIGATIONS
The reclamation
obligations balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by item:
|
|
|
|
|
|
|
|
Elliot
Lake
|
|
|
$
|
19,853
|
$
|
19,796
|
|
MLJV and
MWJV
|
|
|
|
12,709
|
|
12,215
|
|
Wheeler River and
other
|
|
|
|
1,640
|
|
2,887
|
|
|
|
|
$
|
34,202
|
$
|
34,898
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by balance sheet presentation:
|
|
|
|
|
|
Current
|
|
|
$
|
2,257
|
$
|
2,256
|
|
Non-current
|
|
|
|
31,945
|
|
32,642
|
|
|
|
|
$
|
34,202
|
$
|
34,898
|
The reclamation
obligations continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
Reclamation
Obligations
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2023
|
|
|
|
|
$
|
34,898
|
|
Accretion (note
13)
|
|
|
|
|
|
1,421
|
|
Expenditures
incurred
|
|
|
|
|
|
(2,117)
|
|
Balance-September
30, 2024
|
|
|
|
|
$
|
34,202
|
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Site
Restoration: Elliot Lake
The Elliot Lake
uranium mine was closed in 1992 and capital works to decommission
this site were completed in 1997. The Company is responsible for
monitoring the Tailings Management Areas at the Denison and
Stanrock sites and for treatment of water discharged from these
areas.
Spending on
restoration activities at the Elliot Lake site is funded by the
Elliot Lake Reclamation Trust (“Trust”). The Trust had
a balance of $3,827,000 as at September 30, 2024 (December 31, 2023
- $3,259,000)
Site
Restoration: McClean Lake Joint Venture and Midwest Joint
Venture
Under the
Saskatchewan Mineral Industry Environmental Protection Regulations
(1996), the Company is required to provide its pro-rata share of
financial assurances to the province of Saskatchewan relating to
future decommissioning and reclamation plans that have been filed
with, and approved, by the applicable regulatory authorities. As at
September 30, 2024, the Company has provided irrevocable standby
letters of credit, from a chartered bank, in favour of the
Saskatchewan Ministry of Environment, totalling $22,972,000, which
relate to the most recently filed reclamation plan dated November
2021.
Site
Restoration: Wheeler River and other
The
Company’s exploration and evaluation activities, including
those related to Wheeler River, are subject to environmental
regulations as set out by the Government of
Saskatchewan.
11. SHARE
CAPITAL
Denison is
authorized to issue an unlimited number of common shares without
par value. A continuity summary of the issued and outstanding
common shares and the associated dollar amounts is presented
below:
|
|
Number
of
|
|
|
|
|
Common
|
|
Share
|
|
(in thousands
except share amounts)
|
Shares
|
|
Capital
|
|
|
|
|
|
|
Balance-December
31, 2023
|
890,970,371
|
$
|
1,655,024
|
|
Issued for
cash:
|
|
|
|
|
Share option
exercises
|
1,032,334
|
|
1,274
|
|
Share option
exercises-transfer from contributed surplus
|
-
|
|
599
|
|
Share unit
exercises-transfer from contributed surplus
|
552,333
|
|
440
|
|
Other share
issues proceeds, net of issues costs
|
41,895
|
|
95
|
|
|
1,626,562
|
|
2,408
|
|
Balance-September
30, 2024
|
892,596,933
|
$
|
1,657,432
|
12. SHARE-BASED
COMPENSATION
The
Company’s share-based compensation arrangements include share
options, restricted share units (“RSUs”) and
performance share units (“PSUs”).
Share-based
compensation is recorded over the vesting period, and a summary of
share-based compensation expense recognized in the statement of
income (loss) is as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
|
(in
thousands)
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
Share based
compensation expense for:
|
|
|
|
|
|
|
|
|
|
Share
options
|
$
|
(404)
|
$
|
(261)
|
$
|
(1,149)
|
$
|
(958)
|
|
RSUs
|
|
(809)
|
|
(488)
|
|
(2,276)
|
|
(1,642)
|
|
PSUs
|
|
-
|
|
-
|
|
-
|
|
(86)
|
|
Share
based compensation expense
|
$
|
(1,213)
|
$
|
(749)
|
$
|
(3,425)
|
$
|
(2,686)
|
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
An additional
$4,888,000 in share-based compensation expense remains to be
recognized, up until August 2027, on outstanding share options and
share units at September 30, 2024.
Share
Options
Share options
granted in 2024 vest over a period of three years. A continuity
summary of the share options granted under the Company’s
Share Option Plan is presented below:
|
|
|
|
|
2024
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
|
Number
of
Common
|
|
Price
per
Share
|
|
|
|
|
|
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
Share options
outstanding-December 31, 2023
|
|
|
|
|
|
5,220,667
|
$
|
1.49
|
|
Grants
|
|
|
|
|
|
1,618,000
|
|
2.59
|
|
Exercises
(1)
|
|
|
|
|
|
(1,032,334)
|
|
1.23
|
|
Expiries
|
|
|
|
|
|
(16,000)
|
|
0.68
|
|
Forfeitures
|
|
|
|
|
|
(61,333)
|
|
1.50
|
|
Share options
outstanding-September 30, 2024
|
|
|
|
|
|
5,729,000
|
$
|
1.85
|
|
Share
options exercisable-September 30, 2024
|
|
|
|
|
|
2,614,000
|
$
|
1.50
|
(1)
The weighted average share
price at the date of exercise was CAD$2.60.
A summary of the
Company’s share options outstanding at September 30, 2024 is
presented below:
|
|
|
|
|
|
Weighted
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
|
Remaining
|
|
|
|
Exercise
|
|
Range of
Exercise
|
|
|
|
|
Contractual
|
|
Number
of
|
|
Price
per
|
|
Prices per
Share
|
|
|
|
|
Life
|
|
Common
|
|
Share
|
|
(CAD)
|
|
|
|
|
(Years)
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options
outstanding
|
|
|
|
|
|
|
|
$ 0.01 to $
0.99
|
|
0.44
|
|
36,000
|
$
|
0.46
|
|
$ 1.01 to $
1.50
|
|
|
|
|
2.53
|
|
2,703,666
|
|
1.40
|
|
$ 1.51 to $
2.00
|
|
|
|
|
2.46
|
|
1,198,334
|
|
1.84
|
|
$ 2.01 to $
2.50
|
|
|
|
|
3.79
|
|
250,000
|
|
2.19
|
|
$ 2.51 to $
3.00
|
|
|
|
|
4.43
|
|
1,541,000
|
|
2.62
|
|
Share options
outstanding-September 30, 2024
|
|
3.07
|
|
5,729,000
|
$
|
1.85
|
Share options
outstanding at September 30, 2024 expire between March 2025 and
August 2029.
The fair value of
each share option granted is estimated on the date of grant using
the Black-Scholes option pricing model. The following table
outlines the weighted-average assumptions used in the model to
determine the fair value of share options granted:
|
|
|
|
|
Nine Months
Ended
|
|
|
|
|
|
September 30,
2024
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
|
3.01% -
3.75%
|
|
Expected stock
price volatility
|
|
|
|
60.73% -
66.40%
|
|
Expected
life
|
|
|
|
3.40 years -
3.41 years
|
|
Expected dividend
yield
|
|
|
|
-
|
|
Fair value
per options granted
|
|
|
$0.93 to
$1.38
|
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Share
Units
RSUs granted
under the Share Unit Plan in 2024 vest ratably over a period of
three years.
|
|
|
RSUs
|
|
PSUs
|
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
Number
of
|
|
Fair
Value
|
|
Number
of
|
|
Fair
Value
|
|
|
|
Common
|
|
Per
RSU
|
|
Common
|
|
Per
PSU
|
|
|
|
Shares
|
|
(CAD)
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
Units
outstanding–December 31, 2023
|
|
5,580,919
|
$
|
1.20
|
|
481,500
|
$
|
0.83
|
|
Grants
|
|
1,867,000
|
|
2.58
|
|
-
|
|
-
|
|
Exercises
(1)
|
|
(330,833)
|
|
0.87
|
|
(221,500)
|
|
0.65
|
|
Forfeitures
|
|
(118,000)
|
|
2.21
|
|
-
|
|
-
|
|
Units
outstanding–September 30, 2024
|
|
6,999,086
|
$
|
1.57
|
|
260,000
|
$
|
0.98
|
|
Units
vested–September 30, 2024
|
|
4,038,418
|
$
|
1.07
|
|
260,000
|
$
|
0.98
|
(1)
The weighted average share
price at the date of exercise was $2.36 for RSUs and $2.63 for
PSUs.
The fair value of
each RSU and PSU granted is estimated on the date of grant using
the Company’s closing share price on the day before the grant
date.
13. SUPPLEMENTAL
FINANCIAL INFORMATION
The accumulated
other comprehensive income balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
Cumulative
foreign currency translation
|
|
|
$
|
405
|
$
|
456
|
|
Experience
gains-post employment liability
|
|
|
|
|
|
Gross
|
|
|
|
1,847
|
|
1,847
|
|
Tax
effect
|
|
|
|
(485)
|
|
(485)
|
|
|
|
|
$
|
1,767
|
$
|
1,818
|
The components of
Other (expense) income are as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
|
(in
thousands)
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses)
on:
|
|
|
|
|
|
|
|
|
|
Foreign
exchange
|
$
|
(308)
|
$
|
341
|
$
|
803
|
$
|
150
|
|
Disposal of
property, plant and equipment
|
|
20
|
|
-
|
|
20
|
|
1,299
|
|
Fair value
changes (note 5):
|
|
|
|
|
|
|
|
|
|
Investments-equity
instruments
|
|
3,289
|
|
4,530
|
|
(135)
|
|
2,645
|
|
Investments-uranium
|
|
(14,680)
|
|
63,089
|
|
(20,437)
|
|
85,910
|
|
Investments-convertible
debentures
|
|
310
|
|
-
|
|
(1,125)
|
|
-
|
|
Gain
on recognition of proceeds–UI
Repayment Agreement
|
|
801
|
|
267
|
|
1,197
|
|
802
|
|
Uranium
investment carrying charges
|
|
(207)
|
|
(95)
|
|
(633)
|
|
(286)
|
|
Other
|
|
106
|
|
(68)
|
|
(37)
|
|
(258)
|
|
Other
(expense) income
|
$
|
(10,669)
|
$
|
68,064
|
$
|
(20,347)
|
$
|
90,262
|
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The components of Finance
income (expense) are as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
|
(in
thousands)
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
$
|
1,891
|
$
|
741
|
$
|
6,173
|
$
|
2,321
|
|
Interest
expense
|
|
(2)
|
|
(2)
|
|
(5)
|
|
(4)
|
|
Accretion
expense
|
|
|
|
|
|
|
|
|
|
Deferred
revenue (note 9)
|
|
(749)
|
|
(725)
|
|
(2,310)
|
|
(2,726)
|
|
Reclamation
obligations (note 10)
|
|
(475)
|
|
(421)
|
|
(1,421)
|
|
(1,261)
|
|
Other
|
|
(27)
|
|
(11)
|
|
(56)
|
|
(36)
|
|
Finance
income (expense)
|
$
|
638
|
$
|
(418)
|
$
|
2,381
|
$
|
(1,706)
|
The
change in non-cash operating working capital items in the
consolidated statements of cash flows is as follows:
|
|
|
|
|
Nine
Months Ended
September
30
|
|
(in
thousands)
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
Change in
non-cash working capital items:
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
|
$
|
(1,374)
|
$
|
(1,505)
|
|
Inventories
|
|
|
|
|
|
(63)
|
|
(582)
|
|
Prepaid expenses
and other assets
|
|
|
|
|
|
759
|
|
592
|
|
Accounts payable
and accrued liabilities
|
|
|
|
|
|
1,802
|
|
924
|
|
Change
in non-cash working capital items
|
|
|
|
|
$
|
1,124
|
$
|
(571)
|
14. SEGMENTED
INFORMATION
Business
Segments
The Company
operates in two primary segments – the Mining segment and the
Corporate and Other segment. The Mining segment includes activities
related to exploration, evaluation and development, mining, milling
(including toll milling) and the sale of mineral concentrates. The
Corporate and Other segment includes general corporate expenses not
allocated to the other segments. The Company also previously had a
third primary segment of operations, for activities related to the
Company’s former environmental services business which
provided mine decommissioning and other services to third parties
(see Discontinued Operations for further information).
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
For the nine
months ended September 30, 2024, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
2,853
|
-
|
2,853
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(3,617)
|
-
|
(3,617)
|
|
Exploration
|
|
|
(10,002)
|
-
|
(10,002)
|
|
Evaluation
|
|
|
(20,986)
|
-
|
(20,986)
|
|
General and
administrative
|
|
|
(19)
|
(10,858)
|
(10,877)
|
|
|
|
|
(34,624)
|
(10,858)
|
(45,482)
|
|
Segment
loss
|
|
$
|
(31,771)
|
(10,858)
|
(42,629)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 9)
|
|
2,853
|
-
|
2,853
|
|
|
|
$
|
2,853
|
-
|
2,853
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
Property,
plant and equipment (note 7)
|
$
|
6,460
|
753
|
7,213
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
Cost
|
|
$
|
110,534
|
7,435
|
117,969
|
|
Accumulated
depreciation
|
|
|
(40,892)
|
(1,646)
|
(42,538)
|
|
Mineral
properties
|
|
|
182,929
|
-
|
182,929
|
|
|
|
$
|
252,571
|
5,789
|
258,360
|
For the three
months ended September 30, 2024, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
695
|
-
|
695
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(1,030)
|
-
|
(1,030)
|
|
Exploration
|
|
|
(2,834)
|
-
|
(2,834)
|
|
Evaluation
|
|
|
(8,577)
|
-
|
(8,577)
|
|
General and
administrative
|
|
|
-
|
(3,552)
|
(3,552)
|
|
|
|
|
(12,441)
|
(3,552)
|
(15,993)
|
|
Segment
loss
|
|
$
|
(11,746)
|
(3,552)
|
(15,298)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 9)
|
|
695
|
-
|
695
|
|
|
|
$
|
695
|
-
|
695
|
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
For the nine
months ended September 30, 2023, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
763
|
-
|
763
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(2,567)
|
-
|
(2,567)
|
|
Exploration
|
|
|
(7,833)
|
-
|
(7,833)
|
|
Evaluation
|
|
|
(12,601)
|
-
|
(12,601)
|
|
General and
administrative
|
|
|
(19)
|
(9,443)
|
(9,462)
|
|
|
|
|
(23,020)
|
(9,443)
|
(32,463)
|
|
Segment
loss
|
|
$
|
(22,257)
|
(9,443)
|
(31,700)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 9)
|
|
763
|
-
|
763
|
|
|
|
$
|
763
|
-
|
763
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
Property,
plant and equipment
|
$
|
560
|
999
|
1,559
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
Cost
|
|
$
|
103,360
|
6,291
|
109,651
|
|
Accumulated
depreciation
|
|
|
(37,152)
|
(1,013)
|
(38,165)
|
|
Mineral
properties
|
|
|
179,357
|
-
|
179,357
|
|
|
|
$
|
245,565
|
5,278
|
250,843
|
For the three
months ended September 30, 2023, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
777
|
-
|
777
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(797)
|
-
|
(797)
|
|
Exploration
|
|
|
(2,052)
|
-
|
(2,052)
|
|
Evaluation
|
|
|
(5,217)
|
-
|
(5,217)
|
|
General and
administrative
|
|
|
-
|
(2,999)
|
(2,999)
|
|
|
|
|
(8,066)
|
(2,999)
|
(11,065)
|
|
Segment
loss
|
|
$
|
(7,289)
|
(2,999)
|
(10,288)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 9)
|
|
777
|
-
|
777
|
|
|
|
$
|
777
|
-
|
777
|
Discontinued
Operations
The Company
previously provided post-closure mine care and maintenance
services, which were previously reported in a Closed Mines services
segment and now constitute a discontinued operation. The
consolidated statement of income (loss) for the discontinued
operation is as follows:
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
Three
Month Ended
September
30
|
|
Nine
Months Ended
September
30
|
|
(in
thousands)
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
-
|
$
|
1,993
|
$
|
-
|
$
|
6,582
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
-
|
|
(1,694)
|
|
-
|
|
(5,491)
|
|
Other
income
|
|
-
|
|
22
|
|
471
|
|
70
|
|
Income
from discontinued operations,
net
of taxes
|
$
|
-
|
$
|
321
|
$
|
471
|
$
|
1,161
|
15. RELATED
PARTY TRANSACTIONS
Korea
Electric Power Corporation (“KEPCO”) and Korea Hydro
& Nuclear Power (“KHNP”)
Denison and KHNP
Canada Energy Ltd. (“KHNP Canda”, which is an indirect
subsidiary of KEPCO through KHNP) are parties to a strategic
relationship agreement (the “KHNP SRA”). The KHNP SRA
provides for a long-term collaborative business relationship
between the parties, which includes a right of KHNP Canada to
nominate one representative to Denison’s Board of Directors,
provided that its shareholding percentage stays above
5%.
KHNP Canada is
also the majority member of the Korea Waterbury Uranium Limited
Partnership, which is a consortium of investors that holds the
non-Denison owned interests in Waterbury Lake Uranium Corporation
(“WLUC”) and Waterbury Lake Uranium Limited Partnership
(“WLULP”), entities whose key asset is the Waterbury
Lake property.
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 includes the
Company’s executive officers, vice-presidents and members of
its Board of Directors.
The following
compensation was awarded to key management personnel:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
|
(in
thousands)
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(895)
|
$
|
(512)
|
$
|
(3,503)
|
$
|
(2,156)
|
|
Share-based
compensation
|
|
(814)
|
|
(544)
|
|
(2,467)
|
|
(2,017)
|
|
Key
management personnel compensation
|
$
|
(1,709)
|
$
|
(1,056)
|
$
|
(5,970)
|
$
|
(4,173)
|
16. FAIR
VALUE OF INVESTMENTS AND FINANCIAL INSTRUMENTS
IFRS requires
disclosures about the inputs to fair value measurements, including
their classification within a hierarchy that prioritizes the inputs
to fair value measurement. The three levels of the fair value
hierarchy are:
●
Level 1 - Unadjusted quoted
prices in active markets for identical assets or
liabilities;
●
Level 2 - Inputs other than
quoted prices that are observable for the asset or liability either
directly or indirectly; and
●
Level 3 - Inputs that are not
based on observable market data.
The fair value of
financial instruments which trade in active markets, such as share
and warrant equity instruments, is based on quoted market prices at
the balance sheet date. The quoted market price used to value
financial assets held by the Company is the current closing price.
Warrants that do not trade in active markets have been valued using
the Black-Scholes pricing model. Debt instruments have been valued
using the effective interest rate for the period that the Company
expects to hold the instrument and not the rate to
maturity.
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Except as
otherwise disclosed, the fair values of cash and cash equivalents,
trade and other receivables, accounts payable and accrued
liabilities, restricted cash and cash equivalents and debt
obligations approximate their carrying values as a result of the
short-term nature of the instruments, the variable interest rate
associated with the instruments or the fixed interest rate of the
instruments being similar to market rates.
During 2024 and
2023, there were no transfers between levels 1, 2 and 3 and there
were no changes in valuation techniques.
The following
table illustrates the classification of the Company’s
financial assets and liabilities within the fair value
hierarchy:
|
|
|
Financial
|
|
Fair
|
|
September
30,
|
|
December
31,
|
|
|
|
Instrument
|
|
Value
|
|
2024
|
|
2023
|
|
(in
thousands)
|
|
Category(1)
|
|
Hierarchy
|
|
Fair
Value
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and
equivalents
|
|
Category
B
|
|
|
$
|
105,933
|
$
|
131,054
|
|
Trade and other
receivables
|
|
Category
B
|
|
|
|
3,354
|
|
1,913
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Equity
instruments-shares
|
|
Category
A
|
|
Level
1
|
|
10,455
|
|
10,390
|
|
Equity
instruments-warrants
|
|
Category
A
|
|
Level
2
|
|
35
|
|
127
|
|
Convertible
Debentures
|
|
Category
A
|
|
Level
3
|
|
14,440
|
|
15,565
|
|
Restricted
cash and equivalents
|
|
|
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
|
|
Category
B
|
|
|
|
3,827
|
|
3,259
|
|
Credit
facility pledged assets
|
|
Category
B
|
|
|
|
7,972
|
|
7,972
|
|
|
|
|
|
|
$
|
146,016
|
$
|
170,280
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities:
|
|
|
|
|
|
|
|
|
|
Account
payable and accrued liabilities
|
|
Category
C
|
|
|
|
12,912
|
|
10,822
|
|
Debt
obligations
|
|
Category
C
|
|
|
|
2,045
|
|
417
|
|
|
|
|
|
|
$
|
14,957
|
$
|
11,239
|
(1)
Financial instrument
designations are as follows: Category A=Financial assets and
liabilities at fair value through profit and loss; Category
B=Financial assets at amortized cost; and Category C=Financial
liabilities at amortized cost.
Investments in
uranium are categorized in Level 2. Investments in uranium are
measured at fair value at each reporting period based on the
month-end spot price for uranium published by UxC and converted to
Canadian dollars using the period-end indicative foreign exchange
rate.
Letters of
Credit Facility
In December 2023,
the Company entered into an agreement with The Bank of Nova Scotia
to amend the terms of the Company’s Credit Facility to extend
the maturity date to January 31, 2025 (the “Credit
Facility”). All other terms of the Credit Facility (amount of
credit facility, tangible net worth covenant, investment amounts,
pledged assets and security for the facility) remain unchanged by
the amendment and the Credit Facility remains subject to letter of
credit and standby fees of 2.40% (0.40% on the $7,972,000 covered
by pledged cash collateral) and 0.75% respectively. During the nine
months ended September 30, 2024, the Company incurred letter of
credit fees of $314,000 (September 30, 2023 -
$320,000).
At September 30,
2024, the Company is in compliance with its facility covenants and
has access to letters of credit of up to $23,964,000 (December 31,
2023 - $23,964,000). The facility is fully utilized as collateral
for non-financial letters of credit issued in support of
reclamation obligations for the MLJV, MWJV and Wheeler River (see
note 10).
17. COMMITMENTS
AND CONTINGENCIES
Capital
Commitments
As of September
30, 2024, the Company has $9,900,000 in committed capital purchases
related to its share of the long lead item procurement for the
Wheeler Joint Venture ($11,100,000 in committed capital purchases
on 100% basis). Thess commitments are related to long lead items
and expected to be realized over the next 12 to 18
months.
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
General
Legal Matters
The Company is
involved, from time to time, in various legal actions and claims in
the ordinary course of business.
In the opinion of
management, the aggregate amount of any potential liability is not
expected to have a material
adverse effect on
the Company’s financial position or results.
18. SUBSEQUENT
EVENT
Option
agreement with Foremost Clean Energy Ltd
(“Foremost”)
On October 4,
2024, the Company closed the first phase of an Option Agreement
with Foremost and acquired 1,369,810 shares of Foremost, valued at
$5,876,000, as consideration for an initial 20% ownership of the
Company’s interest in 10 uranium exploration properties. The
Option Agreement provides Foremost with the option to acquire up to
70% of Denison's interest in 10 exploration properties over three
earn-in phases. On completion of the first phase the Company owned
approximately 19.95% of the issued and outstanding shares of
Foremost.
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2024
|
TABLE OF CONTENTS
|
|
|
Q3
2024 PERFORMANCE HIGHLIGHTS
|
2
|
|
ABOUT
DENISON
|
3
|
|
RESULTS
OF CONTINUING OPERATIONS
|
4
|
|
Wheeler
River Uranium Project
|
6
|
|
LIQUIDITY
AND CAPITAL RESOURCES
|
20
|
|
DISCONTINUED
OPERATIONS
|
22
|
|
OUTLOOK
FOR 2024
|
23
|
|
ADDITIONAL
INFORMATION
|
23
|
|
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
|
24
|
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 November
7, 2024 and should be read in conjunction with the Company’s
unaudited interim condensed consolidated financial statements and
related notes for the three and nine months ended September 30,
2024. 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, 2023. 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 and
Form 40-F is available through the Company’s filings with the
securities regulatory authorities in Canada at www.sedarplus.ca
(‘SEDAR+’) and the United States at
www.sec.gov/edgar.shtml (‘EDGAR’).
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Q3 2024 PERFORMANCE
HIGHLIGHTS
■
Signing of Wheeler River Benefit Agreements with Kineepik
Métis Local #9 and the Village of Pinehouse Lake
In July 2024,
Denison announced the signing of a Mutual Benefits Agreement
(‘MBA’) with Kineepik Métis Local #9
(‘KML’), and a Community Benefit Agreement
(‘CBA’) with the northern Village of Pinehouse Lake
(‘Pinehouse’), in support of the development and
operation of Denison’s 95% owned Wheeler River
Project.
The MBA
acknowledges that the project is located within KML’s Land
and Occupancy Area in northern Saskatchewan and provides
KML’s consent and support to advance the project.
Additionally, the MBA recognizes that the development and operation
of the project can support KML in advancing its social and economic
development aspirations, while mitigating the impacts on the local
environment and KML members. The MBA provides KML and its
Métis members an important role in environmental monitoring
and commits to the sharing of benefits from the successful
operation of the project – including benefits from community
investment, business opportunities, employment and training
opportunities, and financial compensation.
The CBA
acknowledges that Pinehouse is the closest residential community to
the project by road, which relies on much of the same regional
infrastructure that Denison will rely on as it advances the
project. Pinehouse has provided its consent and support for the
project, while Denison, on behalf of the Wheeler River Joint
Venture, is committed to help Pinehouse develop its own capacity to
take advantage of economic and other development opportunities in
connection with the advancement and operation of the
project.
■
Continued Advancement of Phoenix Engineering and Federal Regulatory
Review of the Draft EIS
During the third
quarter, the Company continued to focus its efforts on the
advancement of the Phoenix project towards a final investment
decision, in support of its objective to achieve first production
by 2027 / 2028, including:
●
Phoenix engineering
activities are advancing within expected timelines to support a
financial investment decision (‘FID’) by mid-2025.
Total engineering completion at end of the third quarter was 45%,
supported by finalization of process design, piping and
instrumentation diagrams (P&ID’s), hazard and operability
studies (‘HAZOPs’), as well as the selection of major
process equipment and electrical distribution
infrastructure.
●
The review of the draft
Environmental Impact Statement (‘EIS’) continues to
advance and Denison has been in regular contact with CNSC staff to
support the conclusion of any remaining information requests
(‘IRs’). In September 2024, Denison received
confirmation that the majority of outstanding IRs have been
resolved, which suggests that the Federal review process is nearing
completion.
■
Option of Non-Core Exploration Projects to Foremost Clean Energy
Ltd.
In September
2024, Denison executed an option agreement with Foremost Clean
Energy Ltd (‘Foremost’), which grants Foremost an
option to acquire up to 70% of Denison's interest in 10 non-core
uranium exploration properties (collectively, the ‘Foremost
Transaction’). Pursuant to the Foremost Transaction, Foremost
would acquire such total interests upon completion of a
combination of direct payments to Denison and funding of
exploration expenditures with an aggregate value of up to
approximately $30 million. The Foremost Transaction provides
the following benefits to Denison:
●
Collaboration with Foremost
is expected to increase exploration activity on a portfolio of
non-core Denison properties with the potential to increase the
probability of discovery within Denison's
vast Athabasca Basin exploration portfolio.
●
In October 2024, Denison
received an upfront payment in Foremost common shares (representing
an ~19.95% ownership interest in Foremost). If Foremost completes
the remaining two phases of the Foremost Transaction Denison will
receive further cash and/or common share milestone payments of $4.5
million and Foremost will fund of $20 million in project
exploration expenditures.
●
In addition to becoming
Foremost’s largest shareholder, Denison retains direct
interests in the optioned exploration properties and also secures
certain strategic pre-emptive rights to participate in future
exploration success from the optioned properties.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Denison Mines
Corp. was formed under the laws of Ontario and is a reporting
issuer in all Canadian provinces and territories. Denison’s
common shares are 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, a
Feasibility Study (‘FS’) was completed for the Phoenix
deposit as an ISR mining operation, and an update to the previously
prepared 2018 Pre-Feasibility Study (‘PFS’) was
completed for Wheeler River’s 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 the planned Phoenix
ISR operation commenced in 2019 and have advanced significantly,
with licensing in progress and a draft Environmental Impact
Statement (‘EIS’) submitted for regulatory and public
review in October 2022.
Denison’s
interests in Saskatchewan also include a 22.5% ownership interest
in the McClean Lake Joint Venture (‘MLJV’), which
includes unmined uranium deposits (planned for extraction via the
MLJV’s SABRE mining method starting in 2025) 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 69.44% 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 ~384,000
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%).
In 2024, Denison
is celebrating its 70th year in uranium
mining, exploration, and development, which began in 1954 with
Denison’s first acquisition of mining claims in the Elliot
Lake region of northern Ontario.
SELECTED FINANCIAL INFORMATION
|
(in
thousands)
|
|
As at
September 30,
2024
|
|
As at
December 31,
2023
|
|
|
|
|
|
|
|
Financial Position:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
105,933
|
$
|
131,054
|
|
Working
capital(1)
|
$
|
108,948
|
$
|
135,130
|
|
Investments in
uranium
|
$
|
242,780
|
$
|
276,815
|
|
Property, plant
and equipment
|
$
|
258,360
|
$
|
254,946
|
|
Total
assets
|
$
|
671,887
|
$
|
726,603
|
|
Total long-term
liabilities(2)
|
$
|
67,187
|
$
|
66,873
|
(1)
Working capital is a non-IFRS
financial measure and is calculated as the value of current assets
less the value of current liabilities, excluding non-cash current
liabilities. Working capital as at September 30, 2024 excludes
$4,501,000 from the current portion of deferred revenue (December
31, 2023 – $4,535,000).
(2)
Predominantly comprised of
the non-current portion of deferred revenue, non-current
reclamation obligations, and deferred income tax
liabilities.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
SELECTED QUARTERLY FINANCIAL INFORMATION
|
|
|
|
|
2024
|
|
2024
|
|
2024
|
|
2023
|
|
(in
thousands, except for per share amounts)
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
695
|
$
|
1,326
|
$
|
832
|
$
|
1,092
|
|
Net (loss)
earnings
|
$
|
(25,767)
|
$
|
(16,441)
|
$
|
(19,880)
|
$
|
34,627
|
|
Basic and diluted
(loss) earnings per share
|
$
|
(0.03)
|
$
|
(0.02)
|
$
|
(0.02)
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
$
|
-
|
$
|
471
|
$
|
-
|
$
|
(150)
|
|
Basic and diluted
earnings (loss) per share
|
$
|
-
|
$
|
0.00
|
$
|
-
|
$
|
(0.00)
|
|
|
|
|
|
2023
|
|
2023
|
|
2023
|
|
2022
|
|
(in
thousands, except for per share amounts)
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
777
|
$
|
968
|
$
|
(982)
|
$
|
1,015
|
|
Net earnings
(loss)
|
$
|
57,916
|
$
|
(345)
|
$
|
(2,834)
|
$
|
(6,247)
|
|
Basic and diluted
earnings (loss) per share
|
$
|
0.07
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.01)
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
$
|
321
|
$
|
406
|
$
|
434
|
$
|
506
|
|
Basic and diluted
earnings per share
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
Significant items causing variations in quarterly
results
●
The Company’s revenues
are based on a draw-down of deferred toll milling revenue, the rate
of which fluctuates due to the timing of uranium processing at the
McClean Lake mill, as well as changes to the estimated mineral
resources of the Cigar Lake mine. The rate of draw-down for the
toll milling deferred revenue was updated for changes to expected
future toll milling production rates at McClean Lake in the first
quarter of 2023. This update resulted in negative revenue, which is
uncommon. See RESULTS OF OPERATIONS below for further
details.
●
Exploration expenses are
generally largest in the first and third quarters due to the timing
of the winter and summer exploration seasons in northern
Saskatchewan.
●
Evaluation expenses have been
increasing over the past eight quarters as the Company advances
towards a FID for Phoenix.
●
Other income and expense
fluctuate due to changes in the fair value of the Company’s
portfolio investments, convertible debentures, and uranium
investments, all of which are recorded at fair value through profit
or loss and are subject to fluctuations in the underlying share and
commodity prices. The Company’s uranium investments are also
subject to fluctuations in the US dollar to Canadian dollar
exchange rate. The impact of fair value changes on the
Company’s net earnings / loss was particularly significant in
the second, third and fourth quarters of 2023. See OTHER INCOME
below for more details.
●
The Company’s results
are also impacted, from time to time, by other non-recurring events
arising from its ongoing activities, as discussed below, where
applicable.
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.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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
and nine months ended September 30, 2024, the McClean Lake mill
processed 2.7 million and 12.2 million pounds U3O8, respectively,
for the CLJV (September 30, 2023 – 2.7 million and 10.3
million pounds U3O8) and Denison
recorded toll milling revenue of $695,000 and $2,853,000,
respectively (September 30, 2023 – $777,000 and $763,000).
The increase in toll milling revenue during the nine months ended
September 30, 2024, as compared to the prior year, is due to both
the increase in production in the current year-to-date period as
well as a $1,946,000 negative non-cash cumulative accounting
adjustment that was recorded in the prior year. In the first
quarter of 2022, the operators of the Cigar Lake mine announced a
reduction in forecasted mine production from 18 million pounds
U3O3 per year to 15
million pounds U3O8 per year in 2022
and 2023, and then to 13.5 million pounds U3O3 per year
thereafter. In the first quarter of 2023, the operators of the
Cigar Lake mine announced that forecasted future mine production
was increased back to 18 million pounds U3O3 per year. Under
IFRS 15, Revenue from Contracts
with Customers, the change in the estimated timing of the
toll milling of the CLJV ores in 2022 resulted in an increase to
the implied financing component of the toll milling transaction,
thus increasing the total deferred revenue to be recognized over
the life of the toll milling contract as well as the deferred
revenue draw-down rate. The updated draw-down rate was applied
retrospectively to all pounds produced for the CLJV since the
inception of the Ecora Arrangement in July 2016, resulting in an
increase in revenue in the first quarter of 2022, which was
effectively reversed in the first quarter of 2023, resulting in the
reduction in revenue.
During the three
and nine months ended September 30, 2024, the Company also recorded
accounting accretion expense of $749,000 and $2,310,000,
respectively, on the toll milling deferred revenue balance
(September 30, 2023 – $725,000 and $2,726,000). Generally,
the annual accretion expense will decrease over the life of the
contract as the deferred revenue liability decreases over time.
During the nine months ended September 30, 2024, the decrease in
accretion expense, as compared to the prior year, was predominantly
due to a $483,000 true up recognized in the prior year to increase
the life-to-date accretion expense due to the change in the timing
in the estimated CLJV toll milling activities discussed above.
During the nine months ended September 30, 2024, a true-up of only
$63,000 was recorded as a result of the update to the Cigar Lake
mineral resource estimate.
The impact of the
current and prior period true-ups to revenue and accretion are
non-cash.
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 and nine
months ended September 30, 2024, were $1,030,000 and $3,617,000,
respectively (September 30, 2023 – $797,000 and
$2,567,000).
Included in
operating expenses for the three and nine months ended September
30, 2024, is depreciation expense relating to the McClean Lake mill
of $435,000 and $1,928,000, respectively (September 30, 2023
– $422,000 and $1,689,000), as a result of processing 2.7
million and 12.2 million pounds
U3O8 for the CLJV in
the applicable periods (September 30, 2023 – 2.7 million and
10.3 million pounds U3O8). Also included
in operating expenses are costs related to the Company’s
Elliot Lake legacy mine sites of $358,000 and $1,048,000,
respectively (September 30, 2023 – $242,000 and $533,000),
and development costs of the MLJV and other operating costs of
$236,000 and $640,000, respectively (September 30, 2023 –
$133,000 and $345,000).
During the first
quarter of 2024, the MLJV began planning work for the 2024 SABRE
program, the goal of which is to prepare the McClean North site for
the commencement of SABRE mining activities in 2025. The site work
commenced during the second quarter of 2024. Work completed to date
includes the completion of the SABRE pad, the commencement of
drilling of the access holes, and procurement activities. During
the three and nine months ended September 30, 2024, the company
capitalized its share of development and equipment cost of $987,000
and $1,184,000, respectively, related to the advancement of the
SABRE program.
MINERAL PROPERTY EVALUATION
During the three
and nine months ended September 30, 2024, Denison’s share of
evaluation expenditures was $8,577,000 and $20,986,000,
respectively (September 30, 2023 – $5,217,000 and
$12,601,000).
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The increase in
evaluation expenditures, compared to the prior period, was
primarily due to the continuation and acceleration of project
engineering activities associated with the Phoenix detailed design
engineering phase, as well as an increase in staffing levels to
support the advancement of the Company’s various evaluation
projects.
The following
table summarizes the evaluation activities completed during the
nine months ended September 30, 2024.
|
PROJECT EVALUATION ACTIVITIES
|
|
Property
|
Denison’s ownership
|
Evaluation activities
|
|
Wheeler
River
|
95%(1)
|
Engineering,
detailed design, metallurgical testing, Feasibility Field Test
(‘FFT’) decommissioning, 2024 field program activities,
environmental and sustainability activities, and EIS regulatory
reviews.
|
|
|
Waterbury
Lake
|
69.44%(2)
|
2024 field
activities and progression of the PFS for the THT
deposit.
|
|
|
Midwest
|
25.17%
|
2024 inaugural
ISR field test activities, and progression of the Preliminary
Economic Assessment (‘PEA’) report.
|
|
|
Kindersley
Lithium Project (‘KLP’)
|
Earn-in(3)
|
Project planning
for 2024 activities, commencement of field programs and
commencement of the PFS for the KLP project.
|
|
|
|
|
|
|
Notes
(1)
The Company’s effective
ownership interest as at September 30, 2024, including the indirect
5% ownership interest held through JCU.
(2)
Represents Denison’s
ownership position as at June 30, 2024.
(3)
Pursuant to an earn-in
agreement executed in January 2024, Denison can earn up to a 75%
interest in the KLP through a series of options exercisable with
direct payments and work expenditures. As at September 30, 2024,
Denison has not yet vested an ownership interest in the
project.
Wheeler River Uranium
Project
On June 26, 2023,
Denison announced the results of (i) the Phoenix FS completed for
ISR mining of the high-grade Phoenix deposit and (ii) an updated
Gryphon PFS for conventional underground mining of the
basement-hosted Gryphon deposit.
The Phoenix FS
was completed by Wood, WSP USA Environment and Infrastructure Inc.,
SRK Consulting (Canada) Inc., and Newmans Geotechnique Inc. The
study confirms robust economics and the technical viability of an
ISR uranium mining operation with low initial capital costs and a
high rate of return.
The Phoenix FS
reflects several design changes and the results of a rigorous
technical de-risking program completed by Denison over the 4.5
years following the publication of the 2018 PFS, which was
highlighted by the then-novel selection of the ISR mining method
for Phoenix.
With the benefit
of extensive lab and field testing of all key elements of the
proposed ISR mining operation, and 2023 cost estimates reflecting
recent inflationary pressures, the Phoenix FS is expected to
provide an excellent basis to advance engineering designs in
support of an FID.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
See the following
tables for the highlights of the Phoenix FS.
|
Summary of Economic Results (100% Basis) – Base
Case
|
|
Uranium selling
price
|
UxC Spot Price(1)
(~US$66 to
US$70/lb U3O8)
|
|
Exchange Rate
(US$:CAD$)
|
1.35
|
|
Discount
Rate
|
8%
|
|
Operating profit
margin(2)
|
90.9%
|
|
|
|
|
Pre-tax
NPV8%(3) (Change from 2018 PFS)(4)
|
$2.34 billion
(+150%)
|
|
Pre-tax
IRR(3)
|
105.9%
|
|
Pre-tax payback
period(5)
|
~10
months
|
|
|
|
|
Post-tax
NPV8%(3)
|
$1.43
billion
|
|
Post-tax
IRR(3)
|
82.3%
|
|
Post-tax payback
period(5)
|
~11
months
|
|
|
|
|
Adjusted Post-tax
NPV8%(3)(6)
|
$1.56
billion
|
|
Adjusted Post-tax
IRR(3)(6)
|
90.0%
|
|
Adjusted Post-tax
payback period(3)(6)
|
~10
months
|
Notes
(1)
Spot price forecast is based
on “Composite Midpoint” scenario from UxC’s UMO
(defined below) and is stated in constant (not-inflated) dollars.
See Denison news releases dated June 26, 2023 and August 9, 2023
and the Wheeler Technical Report (defined below) for
details.
(2)
Operating profit margin is
calculated as aggregate uranium revenue less aggregate operating
costs, divided by aggregate uranium revenue. Operating costs
exclude all royalties, surcharges and income taxes.
(3)
NPV and IRR are calculated to
the start of construction activities for the Phoenix operation and
excludes $67.4 million in pre-FID expenditures.
(4)
Change from 2018 PFS is
computed by reference to the same scenario from the 2018 PFS,
adjusted to incorporate certain pre-FID costs for consistent
comparability.
(5)
Payback period is stated as
number of months to payback from the start of uranium
production.
(6)
The Adjusted Post-tax NPV,
IRR and payback period are based on the “adjusted
post-tax” scenario, which includes the benefit of certain
entity level tax attributes which are expected to be available and
used to reduce taxable income from the Phoenix operation. See
Denison news release dated June 26, 2023 and the Wheeler Technical
Report (defined below) for details.
|
Summary of Key Phoenix Operational Parameters (100%
basis)
|
|
Mine
life
|
10
years
|
|
Proven &
Probable reserves(1)
|
56.7 million lbs
U3O8 (219,000 tonnes
at 11.7% U3O8)
|
|
First 5 years of
reserves(2)
|
41.9 million lbs
U3O8 (Average 8.4
million lbs U3O8 /
year)
|
|
Remaining years
of reserves
|
14.8 million lbs
U3O8 (Average 3.0
million lbs U3O8 /
year)
|
|
Initial capital
costs(3)
|
$419.4
million
|
|
Average cash
operating costs
|
$8.51 (US$6.28)
per lb U3O8
|
|
All-in
cost(4)
|
$21.73 (US$16.04)
per lb U3O8
|
Notes
(1)
See Denison press release
dated June 26, 2023 for additional details regarding Proven &
Probable reserves.
(2)
The first five years is
determined by reference to the 60-month period that commences at
the start of operations.
(3)
Initial capital costs exclude
$67.4 million in estimated pre-FID expenditures expected to be
incurred before the project’s FID has been made.
(4)
All-in cost is estimated on a
pre-tax basis and includes all project operating costs, capital
costs post-FID, and decommissioning costs divided by the estimated
number of pounds U3O8 to be
produced.
The Gryphon
Update was prepared by Engcomp Engineering and Computing
Professionals Inc., SLR International Corporation, Stantec
Consulting Ltd., and Hatch Ltd., and is 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.
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
|
See the following
tables for the highlights of the Gryphon Update.
|
Summary of Economic Results (100% Basis) – Base
Case
|
|
Uranium selling
price
|
US$75/lb U3O8(1)
(Fixed selling
price)
|
|
Exchange Rate
(US$:CAD$)
|
1.35
|
|
Discount
Rate
|
8%
|
|
Operating profit
margin(3)
|
83.0%
|
|
|
|
|
Pre-tax
NPV8%(3) (Change from 2018 PFS)(4)
|
$1.43 billion
(+148%)
|
|
Pre-tax
IRR(3)
|
41.4%
|
|
Pre-tax payback
period(5)
|
~ 20
months
|
|
|
|
|
Post-tax
NPV8%(3)(6)
|
$864.2
million
|
|
Post-tax
IRR(3)(6)
|
37.6%
|
|
Post-tax payback
period(5)(6)
|
~ 22
months
|
Notes
(1)
Fixed selling price is based
on the forecasted annual “Composite Midpoint” long-term
uranium price from UxC’s Q2’2023 UMO (defined below)
and is stated in constant (not-inflated) dollars. See Denison news
releases dated June 26, 2023 and August 9, 2023, and the Wheeler
Technical Report (defined below) for details.
(2)
Operating profit margin is
calculated as aggregate uranium revenue less aggregate operating
costs, divided by aggregate uranium revenue. Operating costs
exclude all royalties, surcharges and income taxes.
(3)
NPV and IRR are calculated to
the start of construction activities for the Gryphon operation, and
excludes $56.5 million in pre-FID expenditures.
(4)
Change from 2018 PFS is
computed by reference to the same scenario from the 2018 PFS,
adjusted to incorporate certain pre-FID costs for consistent
comparability.
(5)
Payback period is stated as
number of months to payback from the start of uranium
production.
(6)
There is no
“adjusted” post-tax case for Gryphon, given that the
entity level tax attributes of the Wheeler River Joint Venture
owners are assumed to have been fully depleted by the Phoenix
operation. See Denison news release dated June 26, 2023 and the
Wheeler Technical Report (defined below) for details.
|
Summary of Key Gryphon Operational Parameters (100%
basis)
|
|
Mine
life
|
6.5
years
|
|
Probable
reserves(1)
|
49.7 million lbs
U3O8 (1,257,000 tonnes
at 1.8% U3O8)
|
|
Average annual
production
|
7.6 million lbs
U3O8
|
|
Initial capital
costs(2)
|
$737.4
million
|
|
Average cash
operating costs
|
$17.27 (US$12.75)
per lb U3O8
|
|
All-in
cost(3)
|
$34.50 (US$25.47)
per lb U3O8
|
Notes
(1)
See Denison press release
dated June 26, 2023 for additional details regarding Probable
reserves.
(2)
Initial capital costs exclude
$56.5 million in estimated pre-FID expenditures expected to be
incurred before an FID has been made.
(3)
All-in cost is estimated on a
pre-tax basis and includes all project operating costs, capital
costs post-FID, and decommissioning costs divided by the estimated
number of pounds U3O8 to be
produced.
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’). A copy of the
Wheeler Technical Report is available on Denison’s website
and under its profile on each of SEDAR+ and EDGAR.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The location of
the Wheeler River property, as well as the Phoenix and Gryphon
deposits, and existing and proposed infrastructure, is shown on the
map provided below.
Evaluation Program
Denison’s
2024 evaluation plans for Wheeler River include: (1) advancing
detailed design engineering and long-lead procurement, (2)
finalizing the EIS through both federal and provincial processes,
(3) completing the required program documents to support licensing
and permitting approval on the construction of the proposed Phoenix
ISR operation, (4) advancing negotiation of additional impact
benefit type agreements with interested parties, (5) planning and
executing field program optimization studies to finalize the
selection of permeability enhancement technologies and drilling
methodology; and (6) completing the final decommissioning
activities of the FFT.
During the three
and nine months ended September 30, 2024, Denison’s share of
evaluation costs at Wheeler River was $7,597,000 and $18,875,000,
respectively (September 30, 2023 – $4,420,000 and
$10,728,000).
Engineering Activities
Feasibility Field Test
The
FFT was designed to use the commercial-scale ISR test pattern
installed at Phoenix in 2021 to facilitate a combined evaluation of
the Phoenix deposit's hydraulic flow properties with the leaching
characteristics that were previously assessed through the
metallurgical core-leach testing program.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The
successful completion of the leaching and neutralization phases of
the FFT in the fourth quarter of 2022 provided further verification
of the permeability, leachability, reclamation, and containment
parameters needed for the successful application of the ISR mining
method at the Phoenix deposit.
The final stage of the FFT, the recovered solution
management phase, was completed in 2023 and involved treating the
solutions recovered in 2022 during the leaching and neutralization
phases. A total of 560 cubic metres of recovered solution was
successfully processed into (i) treated effluent and (ii) a
mineralized precipitate, which contains an estimated 99.99% of the
14,400 pounds U3O8
previously estimated to be dissolved
in the recovered solution. The treated effluent was tested to
ensure compliance with permit conditions and was then injected into
the mineralized zone. The mineralized precipitate will be stored on
surface at site and will be monitored in further care and
maintenance activities. The results of this phase of the FFT
validate the Company’s processing designs and assumptions for
the future Phoenix processing plant.
Following
the completion of the recovered solution management phase in late
2023, Denison initiated the decommissioning of the FFT facilities
in accordance with its permit conditions. Decommissioning involves
the cleaning, deconstruction, and shipment off-site of equipment
used during the leaching, neutralization, and solution management
phases.
During
the second quarter of 2024, project planning and procurement for
the decommissioning phase was completed, and substantially all key
decommissioning activities and scopes were carried out and
completed in the third quarter.
Metallurgical Testing
During the third
quarter of 2024, the metallurgical test program continued at
Saskatchewan Research Council Laboratories (‘SRC’) in
Saskatoon, including post-leach analysis on the most recently
completed core leach test sample, as well as the completion of the
effluent treatment test work and leaching and settling test work on
the process precipitate solids. In addition, the Company commenced
an evaluation of available technology for the potential
concentration of low-grade uranium-bearing solution, with further
testing planned in the fourth quarter based on the results of from
the initial test program.
Front End Engineering Design (‘FEED’)
The FEED phase
was initiated for Phoenix in early 2023 and was concluded upon the
initiation of the detailed design engineering phase in January
2024.
Detailed Design Engineering
The detailed
design engineering phase includes work related to the process
plant, freeze plant, electrical substation & distribution,
integration of wellfield surface facilities, ponds/pads, site
earthworks (including the access road to site), air strip and road
design, civil piping (including firewater), overall site layout
with modular building design and integration.
The engineering
activities required to construct and commission the proposed
Phoenix operation are advancing within expected timelines to
support a FID by mid-2025. Total engineering completion at end of
the third quarter was 45% supported by finalization of process
design, P&ID’s, and HAZOPs, as well as the selection of
major process equipment and electrical distribution
infrastructure.
The work packages
completed to date have been able to confirm the FS design with no
major deviations from plans made in prior engineering studies.
Detailed engineering deliverables continue to advance within each
of the core engineering disciplines (process, mechanical, civil,
structural, electrical and instrumentation) showing significant
advancement in principal engineering documents including design
criteria, specifications, general arrangements, equipment lists,
data sheets, P&ID’s, block diagrams, and control
narratives.
Field Program
The field
drilling program at Phoenix commenced in the third quarter of 2024.
The program was designed to optimize the deployment of specific
permeability enhancement techniques, confirm installation
methodology of subsurface freeze drilling equipment and materials,
as well as to confirm monitoring well design and sampling
methodology. During the third quarter of 2024, two freeze holes and
one injection well were completed in Phases 1 and 2 at Phoenix,
respectively. Test work was completed to optimize the use of
permeability enhancement techniques, and additional hydrogeological
test work was performed. The planned field program activities are
expected to be completed in the fourth quarter of
2024.
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|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Long Lead Procurement
During the first
nine months of 2024, procurement activities ramped up with the
initiation of the procurement process for 17 long lead items
including: the finished goods packing system, thickeners and
clarifiers, sand filters, centrifuges, product dryer and scrubber,
freeze plant, electrical substation and distribution equipment,
medium voltage back-up diesel generators, potable water and sewage
treatment systems, and the ISR wellfield header
houses.
As of September
30, 2024, the Project has $11,100,000 in committed capital
purchases.
Construction Planning
Early
construction planning, including engagement with key northern
business partners, continues to progress. The engineering team is
currently developing execution schedules and detailed construction
methodologies for each key scope of work.
Environmental and Sustainability Activities
Environmental Assessment (‘EA’) Activities
Throughout 2024,
the Company continued to support the advancement of the Canadian
Nuclear Safety Commission’s (‘CNSC’) ongoing
review of the draft Environmental Impact Statement
(‘EIS’) submitted for the project in October 2022.
Following the June 2024 submission of a third round of responses to
information requests (‘IRs’) from the Federal
Indigenous Review Team (‘FIRT’), Denison has been in
regular contact with CNSC staff to support the conclusion of any
remaining IRs.
In September
2024, Denison received confirmation that the majority of
outstanding IRs have been resolved, which suggests that the Federal
review process is nearing completion.
The
Company’s objective has been to submit substantially the same
version of the EIS to both the federal and provincial authorities.
Given the positive progress of the Federal EA review process, the
Company submitted the final Provincial EIS to the Saskatchewan
Ministry of Environment (‘MOE’) in the third quarter of
2024.
Licensing Activities
Denison has
submitted substantially all of the program and design documents
required to obtain a site preparation and construction license from
the CNSC. The CNSC has completed its initial review of the
documents and have determined the majority of technical application
requirements have been met, which is expected to allow for the
project to advance to a licensing hearing and subsequent license
issuance by the CNSC. A Commission hearing for the project is
expected to be scheduled once the EIS is accepted for final
submission by CNSC staff.
Community Engagement Activities
As part of
ongoing engagement activities, Denison carried out community
meetings with Indigenous and non-Indigenous interested parties in
March, May, and June of 2024. Notably, Denison undertook an
in-person community tour in the Athabasca Basin region of northern
Saskatchewan in collaboration with the Ya’thi Nene Lands and
Resources Office (‘YNLRO’), which represents the seven
Athabasca Basin communities of Hatchet Lake Denesułiné
First Nation, Black Lake Denesułiné First Nation, Fond
du Lac Denesułiné First Nation and the municipalities of
Stony Rapids, Uranium City, Wollaston Lake, and Camsell
Portage.
In early July
2024, Denison announced that it had signed an MBA with KML and a
CBA with Pinehouse, each in support of the development and
operation of the Wheeler River Project.
The MBA
acknowledges that the project is located within KML’s Land
and Occupancy Area and provides KML’s consent and support to
advance the project. Additionally, the MBA outlines a shared
recognition that the successful advancement of the project can
support KML in advancing its aspirations for the successful social
and economic development of KML while mitigating the risk of
impacts on the local environment and KML members.
The CBA
acknowledges that Pinehouse is the closest residential community to
the project by road, which relies on much of the same regional
infrastructure that Denison will use as it advances the project.
Pursuant to the terms of the CBA, Pinehouse has provided its
consent and support for the project. Denison’s commitments in
the CBA are intended to help Pinehouse develop its own capacity to
take advantage of economic and other development opportunities in
connection with the advancement and operation of the project. The
commitments in the CBA aim to create a long-lasting positive legacy
that continues beyond the project’s lifespan.
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|
MANAGEMENT’S
DISCUSSION & ANALYSIS
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Additionally, in
March 2024, Denison signed a Sustainable Communities Investment
Agreement with the municipalities of the Northern Village of
Beauval, the Northern Village of Île-à-la Crosse, the
Northern Hamlet of Jans Bay, and the Northern Hamlet
of Cole Bay. This agreement acknowledges that the
municipalities have a desire to work together to develop a regional
approach that enables social, economic, and cultural
revitalization, in which Denison can play a supporting role. An
important outcome of this agreement is the support and consent of
these four municipalities for the Wheeler River
project.
During the third
quarter of 2024, Denison began planning for further engagement
activities expected to occur with numerous communities starting in
early 2025 in advance of the Commission hearings, which are
anticipated to be scheduled once the final EIS is filed with the
CNSC.
Evaluation Pipeline Properties
Waterbury Lake
In
2020, an independent PEA was completed for Waterbury, which
evaluated the potential use of the ISR mining method at the THT
deposit. Further details regarding Waterbury, including the
estimated mineral resources, are provided in the Technical Report
for Waterbury titled ‘Preliminary Economic Assessment for the
Tthe Heldeth Túé (J Zone) Deposit, Waterbury Lake
Property, Northern Saskatchewan, Canada’ with an effective
date of October 30, 2020, a copy of which is available on
Denison’s website and under its profile on each of SEDAR+ and
EDGAR.
Denison’s
2023 evaluation activities at Waterbury were designed to build upon
the 2020 PEA and were highlighted by an ISR field program
consisting of the installation of the first ISR test wells at THT,
the completion of pump and injection testing, permeameter data
collection, hydrogeological logging, metallurgical sampling,
geological logging, as well as an ion tracer test.
The 2023 THT ISR field program successfully
achieved each of its planned objectives: (i) validation of
hydraulic conductivity in 100% of the test well within the ore zone
and achieving hydraulic conductivity values consistent with the
2020 PEA; (ii) the establishment of a 10-hour breakthrough
time with an ion tracer test, demonstrating the ability to maintain
hydraulic control of injected solutions and achieve breakthrough
times consistent with expectations; and, (iii) demonstration of the
effectiveness of permeability enhancement.
In 2024,
Denison’s evaluation plans for Waterbury were designed to
complete: (1) metallurgical test work on core retrieved during the
2023 field program, (2) additional pump and injection tests on the
installed ISR test wells to validate year-over-year hydrogeological
test results, and (3) collection of key components of environmental
baseline data.
During
the first half of 2024, work included planning activities and the
procurement of long-lead time materials for the 2024 field program,
updates to engineering design activities and assessments,
evaluating the THT resource model from the 2020 PEA, and
continuation of the metallurgical test program.
The
2024 field test program was completed in the third quarter of 2024.
During the program, two small-diameter test wells, installed in the
THT east pod, as part of the 2023 drill program, were re-entered.
The wells were retrofitted to their target depths and, outfitted
with well screens and/or pressure monitoring devices as applicable,
in order to facilitate additional hydrogeological and geophysical
testing. Additionally, core samples were retrieved from the site
for extensive density analysis, which will inform a planned update
to the mineral resource estimate.
During
the third quarter of 2024, metallurgical test work also advanced,
including the completion of an intact core leach and remediation
test. The core has been taken offline for post-leach
characterization and recovery reconciliation. THT column leach and
remediation test work was also completed and will be incorporated
into a potential future PFS. All metallurgical test work was
conducted at SRC facilities in Saskatoon.
The
results of the metallurgical test work, the ISR field program, and
the engineering studies and assessments are expected to support the
completion of a potential future PFS.
In addition, to
support future potential regulatory / permitting processes for THT,
engagement activities were undertaken in June 2024 in the Athabasca
Basin region of northern Saskatchewan in collaboration with the
Ya’thi Nene Lands and Resources Office (‘YNLRO’),
who represent the seven Athabasca Basin communities of Hatchet Lake
Denesułiné First Nation, Black Lake
Denesułiné First Nation, Fond du Lac
Denesułiné First Nation and the municipalities of Stony
Rapids, Uranium City, Wollaston Lake, and Camsell
Portage.
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|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Midwest
The
MWJV is operated by Orano Canada and is host to the high-grade
Midwest Main and Midwest A uranium deposits, which lie along strike
and within six kilometres of the THT and Huskie deposits on
Denison’s 69.44% owned Waterbury Lake project. The Midwest
and Waterbury deposits are all located in close proximity to
existing uranium mining and milling infrastructure including
provincial highways, powerlines, and Denison’s 22.5% owned
McClean Lake mill.
A Concept
Study evaluating the potential application of the ISR mining method
at Midwest was prepared by Denison during 2022 and was formally
issued to the MWJV in early 2023. Based on the positive results of
the Concept Study, the MWJV provided Denison with approval to
complete additional ISR-related evaluation work for
Midwest.
In
2024, the evaluation plans for Midwest were designed to include an
inaugural ISR field test program, intended to validate various
characteristics of the Midwest Main deposit, and to collect a
database of geotechnical, hydrogeological, and metallurgical data
to further evaluate the ISR mining conditions present at the
Midwest Main deposit.
The
ISR field test program was completed in the second quarter of 2024.
Ten small-diameter test wells were installed within the Midwest
Main deposit – including a four-well test pattern and six
individual wells to test specific areas of the deposit for various
characteristics. The test pattern included one injection well, one
extraction well, a recharge well, and a monitoring well outfitted
with a multi-channel vibrating wire piezometer. The six additional
wells were drilled to their target depths and, as applicable,
outfitted with well screens and/or pressure monitoring devices to
facilitate broader hydrogeological testing. All wells were
decommissioned at the conclusion of the program consistent with
regulatory commitments.
Highlights
from the program include the following:
●
Confirmed
Hydraulic Conductivity: Pump and injection tests validated
hydraulic connectivity in the test wells within the mineralized
zone and achieved hydraulic conductivity values (a measure of
permeability) consistent with the Concept Study. Sufficient
permeability within the mineralized zone is a key criterion for the
successful deployment of the ISR mining method.
●
Demonstrated
the Effectiveness of Permeability Enhancement: One method of
permeability enhancement was successfully deployed within two
wells, demonstrating the suitability of the method to the Midwest
Main deposit. The efficiency of permeability enhancement was
verified by comparison of pre- and post-permeability enhancement
hydraulic testing.
●
Metallurgical
Samples Defined and Collected for Leaching Characteristics: Core
samples representative of the Midwest deposit were collected during
the program for use in future metallurgical tests to determine the
leaching characteristics.
The
field program results, along with further technical studies, are
expected to be used to advance the de-risking of the ISR mining
requirements to further the evaluation of the ISR mining method for
the property, the results of which are anticipated to be summarized
through the preparation of a PEA.
Additionally,
analysis of core collected during the drilling program successfully
confirmed the location and grade of mineralization within the
Midwest Main deposit. The results are expected to be used to update
the mineral resource estimate and provide a basis for future
evaluations of mineral extraction by both ISR and the SABRE mining
method. Certain core samples are also being analyzed to support
future mineral processing assessments.
Kindersley Lithium Project
In
January 2024, Denison entered into an agreement with Grounded
Lithium with respect to the KLP in Saskatchewan. The agreement
includes a series of earn-in options, with the exercise of each
earn-in option completed by way of a cash payment to Grounded
Lithium as well as required work expenditures to advance the
KLP.
In
September 2024, Denison finalized a $4.5 million program and budget
for the advancement of KLP through a robust process of technical
de-risking, which is expected to conclude with the potential
completion of a PFS by mid-2025. Activities in 2024 are
expected to include: (1) the collection of formation specific field
information, including the flow and concentration of various
horizons of the Duperow formation, as well as, collection of fresh
brine for lab-based test work; (2) the initiation of a
comprehensive lab-scale metallurgical test program on available DLE
technology and testing on downstream processes; (3) the development
of a process simulation model for lithium processing; and (4) the
commencement of technical assessments required for inclusion in a
future PFS.
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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In
early November 2024, the Company and Grounded Lithium kicked off
the 2024 field program with the re-entry of a previously completed
lithium well that is expected to be used to conduct hydrological
investigations and brine collection.
Additionally,
global engineering and consulting firm Stantec Inc.
(“Stantec”) was selected as lead author for a future
PFS.
The
above noted program for KLP is planned to continue into
2025.
MINERAL PROPERTY EXPLORATION
During the three
and nine months ended September 30, 2024, Denison’s share of
exploration expenditures was $2,834,000 and $10,002,000,
respectively (September 30, 2023 – $2,052,000 and
$7,833,000). Spending in the current quarter and nine months ended
September 30, 2024, was higher than the prior year primarily due to
an increase in winter and summer exploration
activities.
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 2024 exploration activities, some of which
were completed in early October 2024. For exploration expenditures
reported in this MD&A, all amounts are reported for the three
and nine months ended September 30, 2024.
|
EXPLORATION ACTIVITIES
|
|
Property
|
Denison’s ownership
|
Drilling in metres
(m)(1)
|
Other activities
|
|
Crawford
Lake
|
100.00%
|
1,128 (2
holes)
|
Geophysical
Survey
|
|
Hatchet
Lake
|
70.15%(2)
|
884 (4
holes)
|
-
|
|
Johnston
Lake
|
100.00%
|
6,228 (8
holes)
|
Geophysical
Survey
|
|
Moon Lake
South
|
75.00%
|
7,383 (11
holes)
|
Geophysical
Survey
|
|
Wheeler
River
|
95.00%(3)
|
6,666 (12
holes)
|
-
|
|
Waterfound
|
24.68%(4)
|
8,652 (14
holes)
|
Geophysical
Survey
|
|
|
|
|
|
|
Total
|
|
30,941 (51 holes)
|
|
(1)
The Company reports total
exploration metres drilled and the number of holes that were
successfully completed to their target depth.
(2)
Denison’s effective
ownership interest as at September 30, 2024. Subsequent to quarter
end, Foremost completed the first phase of its earn-in under the
option agreement for the Foremost Transaction, pursuant to which
the Company’s ownership interest in Hatchet Lake decreased to
56.12%.
(3)
Denison’s effective
ownership interest as at September 30, 2024, including an indirect
5.0% ownership interest held through Denison’s 50% ownership
of JCU.
(4)
Denison’s effective
ownership interest as at September 30, 2024, including an indirect
12.90% ownership interest held through Denison’s 50%
ownership of JCU.
The
Company’s land position in the Athabasca Basin, as of
September 30, 2024, is illustrated in the figure below. The
Company’s Athabasca land package remained unchanged in the
third quarter of 2024, consisting of 383,861 hectares (227 claims).
The land position reported by the Company excludes the land
positions held by JCU. Subsequent to the end of the third quarter,
the Company completed the transfer of the operatorship of 10
non-core properties to Foremost, as part of the earn-in
agreement.
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|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Wheeler River Exploration
Denison’s
share of exploration costs at Wheeler River during the three and
nine months ended September 30, 2024 was $16,000 and $1,962,000
(September 30, 2023 – $259,000 and $1,554,000).
The 2024 Wheeler
River winter exploration drilling program was initiated in
mid-January and was completed in early April. A total of 6,666
metres were drilled in 12 holes. The focus of the 2024 winter drill
program was to identify an ISR-amenable unconformity-associated
uranium deposit proximal to the proposed Phoenix infrastructure.
The drill program was focused on two key areas: (1) the N Zone,
located approximately four kilometres northeast of Phoenix, and (2)
the RE/RW area, an underexplored, northeast-striking conductive
trend that runs between the Phoenix and Gryphon deposits.
Additionally, one drill hole was completed at M Zone to test the
up-dip extension of a graphitic semi-brittle fault intersected
during the 2020 drill program. Results are reported using
preliminary radiometric equivalent grades (‘eU3O8’), which
are assessed by downhole probing during active drill programs (see
‘ASSAY PROCEDURES AND DATA VERIFICATION’ for additional
details).
At the N Zone,
1,602 metres were drilled in three diamond drill holes. The drill
holes were designed to test conductive anomalies identified from
the 2023 N Zone Stepwise Moving Loop Electromagnetic (‘SWML
EM’) survey. Elevated radioactivity measuring three to four
times background was reported in each hole; however, no
mineralization above a minimum cutoff of 0.05% eU3O8 was
observed.
Eight holes
totalling 4,554 metres were drilled in the RE/RW area between
Phoenix and Gryphon. Drilling in this area targeted conductive
anomalies coincident with resistivity low anomalies identified from
previous geophysical surveys, and also tested areas where previous
drilling was determined to have identified anomalous structure,
alteration, or geochemical enrichment that remained open when
projected to the unconformity contact. While elevated radioactivity
was observed in each hole, no mineralization above a minimum cutoff
of 0.05% eU3O8 was
reported.
Significant
structural disruption was observed in several holes completed
during the program, most notably in hole WR-823, which intersected
intense structural disruption and associated core loss in the basal
sandstone, interpreted to represent the sandstone expression of
brittle reactivation along a graphitic fault observed in historical
hole WR-483. Elevated uranium and elevated base metal
concentrations were returned from systematic samples collected
within and below the fault zone.
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|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The best
geochemical results from the RE/RW drilling were returned from
WR-826, which was drilled approximately 1.7 km west-northwest of
Phoenix Zone A to follow up anomalous boron values and indicative
structure in historical drill hole ZR-14. WR-826 returned
polymetallic enrichment along the upper contact of a semibrittle
graphitic fault, intersected approximately 14 m below the
unconformity, highlighted by 173 ppm uranium, 203 ppm nickel, and
19.4 ppm cobalt. Additionally, lead isotope analysis of several
spot samples collected from the basement of WR-826 indicates that
the lead present in the samples is strongly radiogenic, suggesting
that a significant component of the lead analyzed from the samples
is likely to be the result of radioactive decay from uranium to
lead. The radiogenic nature of lead samples returned from WR-826,
along with the uranium and base metal enrichment returned from the
basal sandstone of WR-823, highlight the prospectivity of this
trend.
One hole was
drilled at M Zone to test the unconformity subcrop of a graphitic
semi-brittle fault intersected at depth in 2020 drill hole WR-777.
The follow-up hole did not intersect significant structure,
alteration, or elevated radioactivity associated with the
unconformity contact.
The location of
the 2024 drill holes is depicted in the figure below.
No additional
exploration field work took place in the second or third quarters
of 2024.
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|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Exploration Pipeline Properties
During the first
nine months of 2024, exploration field programs were carried out at
five of Denison’s pipeline properties (three operated by
Denison). Denison’s share of exploration costs for these
properties was $2,380,000 and $7,398,000, respectively, for the
three and nine months ended September 30, 2024 (September 30, 2023
– $1,665,000 and $6,025,000).
The Company
continues to review, prioritize, and rationalize its Athabasca
Basin exploration portfolio to continue exploring its highest
priority-projects, with the potential to deliver significant and
meaningful new discoveries.
Crawford Lake
The Crawford Lake
property is located adjacent to the southwestern portion of the
Wheeler River project, and borders the Moon Lake South project.
Winter access to the property can be gained from the north via the
Fox Lake road and from the south via the Cree Lake road. The
property is underlain by Athabasca Group sandstones, which in turn
overlie metamorphic rocks of the Wollaston and Mudjatik Domains.
The depth to the unconformity is between 415 and 515
metres.
During the first
quarter of 2024, a SWML EM survey was completed on the property to
better define basement conductivity associated with the CR-3
conductive trend near the adjacent Moon Lake South property and
generated targets for the fall drill program, which remained in
progress at the end of the third quarter.
As of September
30, 2024, a total of 1,128 metres have been drilled in two
completed holes. The first two holes of the program failed to
explain the conductive response outlined in the 2024 SWML EM
survey, and were interpreted to have overshot the graphitic
sediments typically associated with the CR-3. The 2024 exploration
drilling program was completed in October 2024, and core samples
collected during the drill program have been submitted to the SRC
geoanalytical lab, with results expected by the end of the fourth
quarter.
Johnston Lake
During the first
quarter of 2024, a Small Moving Loop Electromagnetic (‘SML
EM’) survey was completed on the Company’s 100%-owned
Johnston Lake property to better define basement conductivity
associated with the MJ1 conductive trend and generate targets for
future drill testing on the project. The final processed data set
was received early in the second quarter of 2024, and several of
the conductivity anomalies identified from the survey were targeted
as part of the 2024 Johnston Lake exploration drilling program,
which began in June and was completed in August.
The 2024 Johnston
Lake exploration drilling program consisted of total of 6,228
metres drilled in eight completed holes, and one abandoned hole. In
addition to testing conductivity anomalies along the MJ-1 trend,
the program sought to evaluate the extents of significant
geochemical anomalies identified from historical drilling. Although
significant structural disruption, alteration and elevated
radioactivity indicative of a potentially mineralizing system, were
identified in each hole, no significant mineralization grading
greater than 0.05% eU3O8 was observed from
radiometric probing. Assay samples were submitted to the SRC lab in
late August, with results anticipated during the fourth
quarter.
Moon Lake South
The Moon Lake
South property is located adjacent, to the west, of the Wheeler
River project and north of Denison’s 100% owned Crawford Lake
project, approximately 30 kilometres northwest of Cameco’s
Key Lake Operation. The Moon Lake South project is a joint venture
between Denison, which holds a 75% interest in the property, and
CanAlaska Uranium Ltd., which holds the remaining 25% interest.
Denison is the project operator.
The 2024 winter
exploration program consisted of eight completed diamond drill
holes totalling 5,634 metres, designed to evaluate the potential to
expand the footprint of high-grade uranium mineralization
discovered in 2023 drill hole MS-23-10A, and to test conductivity
anomalies identified from SWML EM surveys completed in the area to
identify additional mineralization along strike of known
mineralized occurrences identified in 2021.
Low-grade uranium
mineralization was encountered in three of the eight holes
completed during the winter program. MS-23-23 tested the
unconformity 32 metres due west of the mineralization discovered in
2023 drill hole MS-23-10A (2.46% U3O8 over 8.0 metres),
intersecting uranium mineralization at the sub-Athabasca
unconformity grading 0.12% eU3O8 over 0.6 metres.
Drill hole MS-24-25, drilled to target the unconformity 115 metres
due west of MS-23-10A, intersected uranium mineralization grading
0.12% eU3O8 over 0.4 metres,
hosted at the contact between a fault zone and a graphitic
pelite.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The third
mineralized intersection was returned from hole MS-24-27, which was
drilled to target the unconformity approximately 915 metres
northeast of MS-23-10A, and 250 metres along strike to the
southwest of low-grade mineralization intersected in 2021 drill
hole MS-21-06. MS-24-27 intersected mineralization grading 0.08%
eU3O8 over 0.2 metres,
associated with the contact between a graphitic pelite and an
underlying granitic unit, lying approximately 45 metres below the
unconformity.
Additionally, the
SWML EM survey that was initiated in the fourth quarter of 2023 was
completed in February 2024. The preliminary data is of good quality
and appears to have successfully resolved the position of the CR-3
conductor in the survey area. The 2023/2024 SWML EM survey results
will be integrated with other geophysical, geological, and
geochemical data in the area to guide future exploration activities
on the property.
A supplementary
drill program was initiated during the third quarter, designed to
test strong conductivity anomalies identified from the 2024 SWML EM
survey, interpreted to represent the CR-3 conductor in the vicinity
of three mineralized showings along strike to the northeast. The
drill program consisted of three diamond drill holes totalling
1,086 metres. Two of the holes failed to explain the conductive
response outlined from the 2024 SML EM survey. While the third hole
of the program encountered elevated radioactivity approximately 90
cm below the unconformity, the results of downhole gamma logging
did not indicate mineralization that exceeded a 0.05%
eU3O8
cutoff. Drilling was completed during the first week of October,
and select samples were sent to the geoanalytical lab at SRC in
Saskatoon. Receipt of analytical results is anticipated during the
fourth quarter.
Waterfound
Waterfound is
operated by Orano Canada. Denison has an effective 24.68% ownership
interest in the project, including its 11.78% direct interest and a
12.90% indirect interest from its 50% ownership of
JCU.
The 2024
exploration diamond drill program was designed to focus on the D-1
North conductor, which hosts the Crocodile and Alligator Zones, in
an area where, the conductor takes a significant bend from an E-W
orientation to NNE-SSW. Ten drill holes were completed during the
2024 winter drilling program for a total of 6,136 metres. Elevated
radioactivity was encountered in each hole completed during the
winter drilling program.
The summer
exploration drilling program began in early June and was completed
in early July, during which an additional 2,516 metres were drilled
in four completed holes, bringing the total for the year to 8,652
metres drilled in 14 completed holes. Low-grade, basement-hosted
mineralization was encountered in three of the four holes completed
during the 2024 summer drilling program. Assay results from drill
core samples collected during the summer exploration program are
pending.
A small direct
current resistivity survey was completed over the eastern portion
of the D-1 North trend to identify resistivity low anomalies that
may be indicative of enhanced hydrothermal alteration related to a
potentially mineralizing system. The survey was suspended in early
April due to deteriorating conditions related to the spring thaw
and resumed in July and was completed in early August.
Hatchet Lake
Prior to the
closing of the first phase of the earn-in option with Foremost on
October 4, 2024 (see Denison press releases dated September 24,
2024 and October 7, 2024), Hatchet Lake was a joint venture between
Denison Mines Corp. (70.15%) and Eros Resources Corp (29.85%). With
the completion of the first option phase of the Foremost
Transaction, Foremost has acquired a 14.03% stake in the Hatchet
Lake joint venture, and Denison’s ownership interest has
decreased to 56.12%. In addition, Foremost has assumed operatorship
of the project.
The Hatchet Lake
Project consists of nine mineral dispositions totalling 10,212
hectares. The property is split into two non-contiguous claim
blocks: the Richardson grid, which consists of four claims
totalling 5,328 hectares; and the Hatchet South claim block, which
consists of five Claims totalling 4,884 hectares. The Richardson
block hosts multiple mineralized drill holes, with grades of up to
1.52% U3O8, and covers the
strike extension of Cameco’s Richardson grid, where
historical drilling has identified multiple high-grade
unconformity-associated uranium intercepts. The Hatchet South claim
block contains the Tuning Fork Grids, where previous drilling has
identified low-grade uranium mineralization grading up to 0.1%
U3O8, along with
significant copper, arsenic, and boron enrichment.
In 2024, a small
diamond drilling program was completed at Hatchet Lake to test the
extent of previously identified geochemical anomalies that are
associated with significant structure and alteration. A total of
884 metres was drilled in four diamond drill holes, two holes along
the Richardson Trend and two holes at Tuning Fork. Significant
alteration and structure was observed in each of the four completed
holes. Geochemical samples collected during the program have been
submitted to the SRC laboratory, with analytical results expected
during the fourth quarter.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and
administrative expenses were $3,552,000 and $10,877,000,
respectively, during the three and nine months ended September 30,
2024 (September 30, 2023 – $2,999,000 and $9,462,000). 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 three and nine months ended September 30, 2024, was
predominantly driven by an increase in share based compensation and
head office salaries and benefits due to increases in
headcount.
OTHER INCOME AND EXPENSE
During the three
and nine months ended September 30, 2024, the Company recognized a
net other expense of $10,669,000 and $20,347,000, respectively
(September 30, 2023 – net other income of $68,064,000 and
$90,262,000).
The main drivers
of the other income/expense are as follows:
Fair value 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 is 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 2023, the Company sold 200,000
pounds of U3O8 at a weighted
average price of $99.50 (US$73.38) per pound U3O8. During the
second quarter of 2024, the Company sold an additional 100,000
pounds of U3O8 at a weighted
average price of $135.98 (US$100.00) per pound U3O8. As at September
30, 2024, the Company held 2,200,000 pounds of U3O8.
During the three
months ended September 30, 2024, the spot price of U3O8 decreased from
$117.03 (US$85.50) per pound U3O8 as at June 30,
2024, to $110.35 (US$81.75) per pound U3O8 at September 30,
2024, resulting in a fair value of the Company’s uranium
investments of $242,780,000 and mark-to-market loss for the three
months ended September 30, 2024 of $14,680,000 on the
Company’s uranium holdings (September 30, 2023 – mark
to market gain of $63,089,000). During the nine months ended
September 30, 2024, the spot price of U3O8 decreased from
$120.35 (US$91.00) per pound U3O8 as at December
31, 2023, to $110.35 (US$81.75) per pound U3O8 at September 30,
2024, resulting in mark-to-market loss for the nine months ended
September 30, 2024 of $20,437,000 on the Company’s uranium
holdings (September 30, 2023 – gains of $85,910,000)
including a realized gain on sale of $9,950,000 (US$7,050,000) from
the second quarter uranium sales.
Fair value gains/losses on portfolio investments
During the three
and nine months ended September 30, 2024, the Company recognized a
gain of $3,289,000 and a loss of $135,000, respectively, on
portfolio investments carried at fair value (September 30, 2023
– gains of $4,530,000 and $2,645,000). 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 were to be convertible at Denison’s option into common
shares of F3 at a conversion price of $0.56 per share. During the
third quarter, F3 completed an arrangement, whereby F3 transferred
17 prospective uranium exploration projects to F4 Uranium
(‘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. 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.
During the three
and nine months ended September 30, 2024, the Company recognized
mark-to-market gain of $310,000 and a loss of $1,125,000,
respectively (September 30, 2023 – $nil and $nil) on its
investments in the debentures mainly due to a decrease in the F3
share price between December 31, 2023 and September 30, 2024, which
reduced the value of the debenture’s embedded conversion
option.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Gain on receipt of proceeds from Uranium Industry a.s.
In January 2022,
the Company executed a Repayment Agreement (‘RA’)
pursuant to which the parties negotiated the repayment of the debt
owing from Uranium Industry a.s. (‘UI’) to Denison in
connection with the Company’s sale of its mining assets and
operations located in Mongolia to UI in 2015 for upfront cash
consideration as well as the rights to receive additional
contingent consideration. Under the terms of the RA, UI has agreed
to make scheduled payments of the amounts owing from the sale of
the Mongolia operations through a series of quarterly installments
and annual milestone payments, until December 31, 2025. The total
amount due to Denison under the RA, including amounts received to
date, is approximately US$16,000,000, inclusive of additional
interest to be earned over the term of the agreement at a rate of
6.5% per annum. To date, the Company has collected US$8,200,000 of
the amounts due under the RA. The RA includes customary covenants
and conditions in favour of Denison, including certain restrictions
on UI’s ability to take on additional debt, in consideration
for Denison’s deferral of enforcement of the arbitration
award while UI is in compliance with its obligations under the
RA.
During the three
and nine months ended September 30, 2024, the Company received
US$600,000 and US$900,000, respectively, from UI (September 30,
2023 – US$200,000 and US$600,000), of which a portion relates
to reimbursement of legal and other expenses incurred by Denison.
During the three and nine months ended September 30, 2024, as a
result of the payments received, the Company recorded gains related
to the Mongolia sale receivable of $801,000 and $1,197,000,
respectively (September 30, 2023 – $267,000 and $802,000).
This receivable is recorded at fair value at each period end
(September 30, 2024 and December 31, 2023 –
$nil).
Foreign exchange losses/gains
During the three
and nine months ended September 30, 2024, the Company recognized a
foreign exchange loss of $308,000 and a gain of $803,000,
respectively (September 30, 2023 – gains of $341,000 and
$150,000). The foreign exchange gain is predominantly due to the
impact of the increase in the US dollar to Canadian dollar exchange
rate during the first half of 2024 on US dollar cash and accounts
receivable balances.
EQUITY SHARE OF INCOME FROM JOINT VENTURES
During the three
and nine months ended September 30, 2024, the Company recorded its
equity share of loss from JCU of $604,000 and $1,732,000,
respectively (September 30, 2023 – $459,000 and $3,814,000).
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.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash
equivalents were $105,933,000 at September 30, 2024 (December 31,
2023 – $131,054,000).
The decrease in
cash and cash equivalents of $25,121,000 was due to net cash used
in operations of $32,368,000, partially offset by net cash provided
by investing activities of $5,446,000 and cash provided by
financing activities of $1,045,000, as well as a foreign exchange
effect on cash and cash equivalents of $756,000.
Net cash used in
operating activities of $32,368,000 was primarily due to net loss
for the period, and adjustments for non-cash items, including fair
value adjustments.
Net cash provided
by investing activities of $5,446,000 was primarily due to proceeds
on disposal of investments in uranium in the second quarter,
partially offset by the Company’s incremental investment in
JCU, an increase in property, plant & equipment relating to
long lead items for the Wheeler River project, and a decrease in
restricted cash due to the Company’s funding the Elliot Lake
reclamation trust fund.
Net cash provided
by financing activities of $1,045,000 was mainly due to the
proceeds related to the issuance of 1,032,334 shares upon the
exercise of employee stock options.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Use of Proceeds
2021 ATM Program Financing
As disclosed in
the Company’s prospectus supplement to the 2021 Base Shelf
Prospectus dated September 28, 2021 (‘September 2021
Prospectus Supplement’), the net proceeds raised under the
2021 ATM Program were expected to be utilized to potentially fund
Wheeler River evaluation and detailed project engineering, long
lead project construction items, as well as general, corporate and
administrative expenses, subject to the actual amount raised. The
Company’s use of proceeds from this offering was in line with
that disclosed in the September 2021 Prospectus Supplement. The
2021 ATM Program was terminated on October 11, 2023.
October 2023 Financing
As disclosed in
the Company’s prospectus supplement to the 2021 Base Shelf
Prospectus dated October 11, 2023 (‘October 2023 Prospectus
Supplement’), the net proceeds of the October 2023 equity
financing are expected to be utilized to fund the advancement of
the Phoenix project through the procurement of long lead items
(including associated engineering, testing, and design),
exploration and evaluation expenses, as well as general, corporate
and administrative expenses. During the period from the closing of
the financing in October 2023 to September 30, 2024, the
Company’s use of proceeds from this offering was in line with
that disclosed in the October 2023 Prospectus
Supplement.
Revolving Term Credit Facility
On December 21,
2023, the Company entered into an agreement with the Bank of Nova
Scotia (‘BNS’) to extend the maturity date of the
Company’s credit facility to January 31, 2025 (the
‘Credit Facility’). 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.
TRANSACTIONS WITH RELATED PARTIES
Korea Electric Power Corporation (‘KEPCO’)
Denison and KHNP
Canada Energy Ltd. (‘KHNP Canada’) (which is an
indirect subsidiary of KEPCO) are parties to a Strategic
Relationship Agreement, which provides for a long-term
collaborative business relationship between the parties and
includes a right of KHNP Canada to nominate one representative to
Denison’s Board of Directors provided that its shareholding
percentage is at least 5%.
KHNP Canada is
also the majority member of the Korea Waterbury Uranium Limited
Partnership (‘KWULP’). KWULP is a consortium of
investors that holds the non-Denison owned interests in Waterbury
Lake Uranium Corporation and Waterbury Lake Uranium Limited
Partnership, entities whose key asset is Waterbury.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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.
The following
compensation was awarded to key management personnel:
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
|
(in
thousands)
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(895)
|
$
|
(512)
|
$
|
(3,503)
|
$
|
(2,156)
|
|
Share-based
compensation
|
|
(814)
|
|
(544)
|
|
(2,467)
|
|
(2,017)
|
|
|
$
|
(1,709)
|
$
|
(1,056)
|
$
|
(5,970)
|
$
|
(4,173)
|
The increase in
salaries and short-term employee benefits awarded to key management
is predominantly driven by an increase in headcount. The group of
key management employees expanded from five in 2023 to nine in 2024
following internal promotions to fill the following roles: Vice
President Technical Services and Project Evaluation, Vice President
Environment, Sustainability & Regulatory, Vice President
Exploration, and Vice President Human Resources.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements.
OUTSTANDING SHARE DATA
Common Shares
At November 7,
2024, there were 892,617,600 common shares issued and outstanding
and a total of 905,572,686 common shares on a fully-diluted
basis.
Stock Options and Share Units
At November 7,
2024, there were 5,722,000 stock options, and 7,233,086 share units
outstanding.
Closed Mine Services
At the end of
August 2023, the Company’s long-term third-party closed mines
services contract came to an end. With the termination of this
contract, the Company determined that it would cease providing
third-party care and maintenance services and will no longer earn
revenue from Closed Mine services. The Company is now solely
focused on care and maintenance of its own legacy mine
sites.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Refer to the
Company’s annual MD&A for the year ended December 31,
2023 and the MD&A for the three and six months ended June 30,
2024 for a detailed discussion of the previously disclosed 2024
budget and outlook.
During the third
quarter of 2024, the Company increased its outlook for exploration
expenditures by $818,000 due to a supplemental exploration drilling
program for the Crawford Lake and Moon Lake South properties. In
addition, the Company decreased its outlook for evaluation
expenditures by $5,698,000 predominantly due to the deferral of
certain aspects of detailed design engineering and long lead item
procurement into 2025. Finally, the outlook for the recovery from
the corporate administration and other segment increased by
$1,005,000 predominantly due to higher interest income earned on
the Company’s cash balances due to higher than budgeted
interest rates, slightly offset by increased employee
costs.
|
(in
thousands)
|
|
PREVIOUS 2024
OUTLOOK
|
CURRENT 2024 OUTLOOK
|
Actual to
September 30, 2024(2)
|
|
Mining Segment
|
|
|
|
|
|
Development &
Operations
|
|
(4,986)
|
(4,986)
|
(3,813)
|
|
Exploration
|
|
(10,159)
|
(10,977)
|
(9,466)
|
|
Evaluation
|
|
(53,550)
|
(47,852)
|
(25,261)
|
|
JCU Cash
Contributions
|
|
(3,768)
|
(3,768)
|
(2,615)
|
|
|
|
(72,463)
|
(67,583)
|
(41,155)
|
|
Corporate and Other Segment
|
|
|
|
|
|
Corporate
Administration & Other
|
|
405
|
1,410
|
173
|
|
|
|
405
|
1,410
|
173
|
|
Total(1)
|
|
$ (72,058)
|
$ (66,173)
|
$ (40,982)
|
Notes
1.
Only material operations
shown.
2.
The budget is prepared on a
cash basis. As a result, actual amounts represent a non-GAAP
measure. Compared to segment loss as presented in the
Company’s unaudited interim consolidated financial statements
for the nine months ended September 30, 2024, actual amounts
reported above includes capital additions of $1,776,000, JCU
contributions of $2,615,000, $1,222,000 in repayments from UI, and
excludes $3,966,000 net impact of non-cash items and other
adjustments.
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 in has prepared and/or reviewed and
confirmed the scientific and technical disclosure pertaining to the
Company’s evaluation programs.
Andy Yackulic,
P.Geo., Denison’s Vice President Exploration, who is a
‘Qualified Person’ within the meaning of this term in
NI 43-101, has prepared and/or reviewed and confirmed the
scientific and technical disclosure pertaining to the
Company’s exploration programs.
For more
information regarding each of Denison’s material projects
discussed herein, you are encouraged to refer to the applicable
technical reports 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 the Wheeler River
project, 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;
●
For the Waterbury Lake
project, ‘Preliminary Economic Assessment for the Tthe
Heldeth Túé (J Zone) Deposit, Waterbury Lake Property,
Northern Saskatchewan, Canada’ with an effective date of
October 30, 2020;
●
For the Midwest project,
‘Technical Report with an Updated Mineral Resource Estimate
for the Midwest Property, Northern Saskatchewan, Canada’
dated March 26, 2018; and
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
●
For the McClean Lake project,
(A) the ‘Technical Report on the Denison Mines Inc. Uranium
Properties, Saskatchewan, Canada’ dated November 21, 2005, as
revised February 16, 2006, (B) the ‘Technical Report on the
Sue D Uranium Deposit Mineral Resource Estimate, Saskatchewan,
Canada’ dated March 31, 2006, and (C) the ‘Technical
Report on the Mineral Resource Estimate for the McClean North
Uranium Deposits, Saskatchewan’ dated January 31,
2007.
ASSAY PROCEDURES AND DATA VERIFICATION
The Company
reports preliminary radiometric equivalent grades, 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 Annual
Information Form dated March 28, 2024, available on the
Company’s website and 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; Denison’s outlook, plans and objectives for 2024
and beyond; exploration, development and expansion programs, plans
and objectives, including FEED, detailed design engineering, long
lead procurement, field program optimization studies, and other
project planning programs; statements regarding Denison’s EA
and EIS status, plans and objectives and expectations with respect
to Denison’s required licensing and permitting; expectations
regarding Denison’s community engagement activities and
related agreements with interested parties; expectations with
respect to the FFT; Denison’s land position; expectations
regarding Denison’s joint venture ownership interests and the
continuity of its agreements with its partners; expectations
regarding uranium mining on the McClean Lake property, including
anticipated timing and budgets; results of the ISR field test
program at Midwest and the Concept Study, the interpretations
thereof and expectations therefor therefore including the potential
for a PEA; expectations regarding the toll milling of Cigar Lake
ores, including projected annual production volumes; expectations
regarding agreements with third parties, including the MBA, CBA,
Sustainable Communities Investment Agreement, the KLP earn-in
agreement with Grounded Lithium, the Foremost Transaction, the F3
debentures, and the RA with UI and payments thereunder;
Denison’s expectations with respect the exploration and
evaluation of the KLP, including a potential PFS; Denison’s
plans with respect to its physical uranium holdings; and the annual
operating budget and capital expenditure programs, estimated
exploration and development 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 or public health 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 in respect 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 Annual Information Form available on SEDAR+ and
EDGAR. These factors are not, and should not be construed as being,
exhaustive.
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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.
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 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’). The
Securities and Exchange Commission (the “SEC”)
recognizes estimates of “measured mineral resources”,
“indicated mineral resources” and “inferred
mineral resources” and its definitions of “proven
mineral reserves” and “probable mineral reserves”
are “substantially similar” to the corresponding
definitions under the CIM Standards. However, investors are
cautioned that there are differences between the definitions under
the United States Securities Exchange Act of 1934, as amended (the
‘U.S. Exchange Act’) and the CIM Standards definition.
Accordingly, there is no assurance any mineral reserves or mineral
resources that Denison 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 Denison prepared the mineral
reserve or mineral resource estimates under the standards adopted
under the U.S. Exchange Act. For the above reasons, information
contained in the MD&A may not be comparable to similar
information made public by U.S. companies subject to the reporting
and disclosure requirements under the United States federal
securities laws and the rules and regulations thereunder.
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.
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I,
David Cates, President and Chief Executive Officer of Denison Mines
Corp., certify the following:
1.
Review: I have
reviewed the interim financial report and interim MD&A
(together, the "interim filings") of Denison Mines Corp. (the
"issuer") for the interim period ended September 30,
2024.
2.
No
misrepresentations: Based on my knowledge, having exercised
reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated or that is necessary to make a statement not
misleading in light of the circumstances under which it was made,
with respect to the period covered by the interim
filings.
3.
Fair presentation:
Based on my knowledge, having exercised reasonable diligence, the
interim financial report together with the other financial
information included in the interim filings fairly present in all
material respects the financial condition, financial performance
and cash flows of the issuer, as of the date of and for the periods
presented in the interim filings.
4.
Responsibility: The
issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual
and Interim Filings, for the issuer.
5.
Design: Subject to
the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer's other certifying officer(s) and I have, as at the end of
the period covered by the interim filings
(a)
designed DC&P, or caused
it to be designed under our supervision, to provide reasonable
assurance that
(i)
material information relating
to the issuer is made known to us by others, particularly during
the period in which the interim filings are being prepared;
and
(ii)
information required to be
disclosed by the issuer in its annual filings, interim filings or
other reports filed or submitted by it under securities legislation
is recorded, processed, summarized and reported within the time
periods specified in securities legislation; and
(b)
designed ICFR, or caused it
to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with the issuer's GAAP.
5.1
Control framework:
The control framework the issuer's other certifying officer(s) and
I used to design the issuer's ICFR is Internal Control – Integrated
Framework (COSO Framework) published by The Committee of
Sponsoring Organizations of the Treadway Commission
(COSO).
5.2
ICFR: Not
applicable.
5.3
Limitation on scope of
design: Not applicable.
6.
Reporting changes in ICFR: The issuer
has disclosed in its interim MD&A any change in the issuer's
ICFR that occurred during the period beginning on July 1, 2024 and
ended on September 30, 2024 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
November 7, 2024
(signed)
"David Cates"
Title:
President and
Chief Executive Officer
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I,
Elizabeth Sidle, Vice President Finance and Chief Financial Officer
of Denison Mines Corp., certify the following:
1.
Review: I have
reviewed the interim financial report and interim MD&A
(together, the "interim filings") of Denison Mines Corp. (the
"issuer") for the interim period ended September 30,
2024.
2.
No
misrepresentations: Based on my knowledge, having exercised
reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated or that is necessary to make a statement not
misleading in light of the circumstances under which it was made,
with respect to the period covered by the interim
filings.
3.
Fair presentation:
Based on my knowledge, having exercised reasonable diligence, the
interim financial report together with the other financial
information included in the interim filings fairly present in all
material respects the financial condition, financial performance
and cash flows of the issuer, as of the date of and for the periods
presented in the interim filings.
4.
Responsibility: The
issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual
and Interim Filings, for the issuer.
5.
Design: Subject to
the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer's other certifying officer(s) and I have, as at the end of
the period covered by the interim filings
(a)
designed DC&P, or caused
it to be designed under our supervision, to provide reasonable
assurance that
(i)
material information relating
to the issuer is made known to us by others, particularly during
the period in which the interim filings are being prepared;
and
(ii)
information required to be
disclosed by the issuer in its annual filings, interim filings or
other reports filed or submitted by it under securities legislation
is recorded, processed, summarized and reported within the time
periods specified in securities legislation; and
(b)
designed ICFR, or caused it
to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with the issuer's GAAP.
5.1
Control framework:
The control framework the issuer's other certifying officer(s) and
I used to design the issuer's ICFR is Internal Control – Integrated
Framework (COSO Framework) published by The Committee of
Sponsoring Organizations of the Treadway Commission
(COSO).
5.2
ICFR: Not
applicable.
5.3
Limitation on scope of
design: Not applicable.
6.
Reporting changes in ICFR: The issuer
has disclosed in its interim MD&A any change in the issuer's
ICFR that occurred during the period beginning on July 1, 2024 and
ended on September 30, 2024 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
November 7, 2024
(signed)
"Elizabeth Sidle"
Title:
Vice
President Finance and Chief Financial Officer
Exhibit 99.5
|
|
Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
|
PRESS RELEASE
Denison Reports Financial and Operational Results for
Q3’2024, Including
Positive Progress on Phoenix Engineering and Regulatory
Review
Toronto, ON – November 7,
2024. Denison Mines Corp. (‘Denison’ or the
‘Company’) (TSX: DML, NYSE American: DNN) today filed
its Condensed Consolidated Financial Statements and
Management’s Discussion & Analysis
(‘MD&A’) for the three and nine months ended
September 30, 2024. Both documents will be available on the
Company’s website at www.denisonmines.com,
SEDAR+ (at www.sedarplus.ca)
and EDGAR (at www.sec.gov/edgar.shtml).
The highlights provided below are derived from these documents and
should be read in conjunction with them. All amounts in this
release are in Canadian dollars unless otherwise
stated.
David Cates, President and CEO of Denison
commented, “Our third quarter
report includes an update on the positive progress of our
engineering and regulatory approval efforts for our planned Phoenix
In-Situ Recovery (‘ISR’) uranium mining
operation. We continue to rapidly advance detailed design
engineering efforts and achieved completion of 45% of total
engineering by the end of the third quarter. Long-lead procurement
efforts continued to ramp up. Currently, $21 million in milestone
payments or commitments have been made for items included in our
estimates of initial project capex, with several additional
procurement packages in progress.
On the regulatory side, we are pleased to report that substantially
all outstanding information requests (‘IRs’) from the
Canadian Nuclear Safety Commission’s (‘CNSC’)
review of the Wheeler River draft Environmental Impact Statement
(‘EIS’) have been resolved, and the Federal review
process is nearing completion. Given this positive progress
with the Federal review, we have opted to submit a final Provincial
EIS to the Saskatchewan Ministry of Environment to advance the
process of obtaining formal approval from the
Province.
Beyond Wheeler River, we are pleased with the progress of the SABRE
program at the McClean North deposit, which remains on track for
production in 2025. Our team is also active on our portfolio
of other development and exploration projects, with study work
advancing on both the Midwest project and the Tthe Heldeth
Túé ('THT') deposit, with the potential to result in
updated or new technical studies in the coming months.
Also notable is our recent transaction with Foremost Clean Energy,
which involves Denison optioning up to 70% of its interests in
a portfolio of 10 exploration properties. The transaction was
designed to amplify our exposure to future discovery by encouraging
exploration on – and retaining significant ownership of -
properties that would otherwise have received little attention from
Denison with our current focus on development and mining-stage
projects.”
Q3
2024 MD&A Highlights
■
Signing of
Wheeler River Benefit Agreements with Kineepik Métis Local #9
and the Village of Pinehouse Lake
In July 2024,
Denison announced the signing of a Mutual Benefits Agreement
(‘MBA’) with Kineepik Métis Local #9
(‘KML’), and a Community Benefit Agreement
(‘CBA’) with the northern Village of Pinehouse Lake
(‘Pinehouse’), in support of the development and
operation of Denison’s 95% owned Wheeler River
Project.
The MBA
acknowledges that the project is located within KML’s Land
and Occupancy Area in northern Saskatchewan and provides
KML’s consent and support to advance the project.
Additionally, the MBA recognizes that the development and operation
of the project can support KML in advancing its social and economic
development aspirations while mitigating the impacts on the local
environment and KML members. The MBA provides KML and its
Métis members an important role in environmental monitoring
and commits to the sharing of benefits from the successful
operation of the project – including benefits from community
investment, business opportunities, employment and training
opportunities, and financial compensation.
The CBA
acknowledges that Pinehouse is the closest residential community to
the project by road, which relies on much of the same regional
infrastructure that Denison will rely on as it advances the
project. Pinehouse has provided its consent and support for the
project, while Denison, on behalf of the Wheeler River Joint
Venture, is committed to helping Pinehouse develop its own capacity
to take advantage of economic and other development opportunities
in connection with the advancement and operation of the
project.
■
Continued
Advancement of Phoenix Engineering and Federal Regulatory Review of
the Draft EIS
During the third
quarter, the Company continued to focus its efforts on the
advancement of the Phoenix project towards a final investment
decision in support of its objective to achieve first production by
2027 / 2028, including:
●
Phoenix engineering
activities are advancing within expected timelines to support a
financial investment decision (‘FID’) by mid-2025.
Total engineering completion at end of the third quarter was 45%,
supported by finalization of process design, piping and
instrumentation diagrams (P&ID’s), hazard and operability
studies (‘HAZOPs’), as well as the selection of major
process equipment and electrical distribution
infrastructure.
●
The review of the draft EIS
continues to advance and Denison has been in regular contact with
CNSC staff to support the conclusion of any remaining IRs. In
September 2024, Denison received confirmation that the majority of
outstanding IRs have been resolved, which suggests that the Federal
review process is nearing completion.
■
Option of
Non-Core Exploration Projects to Foremost Clean Energy
Ltd.
In September
2024, Denison executed an option agreement with Foremost Clean
Energy Ltd (‘Foremost’), which grants Foremost an
option to acquire up to 70% of Denison's interests in 10 non-core
uranium exploration properties (collectively, the ‘Foremost
Transaction’). Pursuant to the Foremost Transaction, Foremost
would acquire such total interests upon completion of a
combination of direct payments to Denison and funding of
exploration expenditures with an aggregate value of up to
approximately $30 million. The Foremost Transaction provides
the following benefits to Denison:
●
Collaboration with Foremost
is expected to increase exploration activity on a portfolio of
non-core Denison properties with the potential to increase the
probability of discovery within Denison's
vast Athabasca Basin exploration portfolio.
●
In October 2024, Denison
received an upfront payment in Foremost common shares (representing
a ~19.95% ownership interest in Foremost). If Foremost completes
the remaining two phases of the Foremost Transaction Denison will
receive further cash and/or common share milestone payments of $4.5
million and Foremost will fund $20 million in project
exploration expenditures.
●
In addition to becoming
Foremost’s largest shareholder, Denison retains direct
interests in the optioned exploration properties and also secures
certain strategic pre-emptive rights to participate in future
exploration success from the optioned properties.
About Denison
Denison Mines
Corp. was formed under the laws of Ontario and is a reporting
issuer in all Canadian provinces and territories. Denison’s
common shares are 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 deposit as an ISR mining
operation, and an update to the previously prepared 2018
Pre-Feasibility Study (‘PFS’) was completed for Wheeler
River’s Gryphon deposit as a conventional underground mining
operation. 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 the planned Phoenix
ISR operation commenced in 2019 and have advanced significantly,
with licensing in progress and a draft Environmental Impact Study
(‘EIS’) submitted for regulatory and public review in
October 2022.
Denison’s
interests in Saskatchewan also include a 22.5% ownership interest
in the McClean Lake Joint Venture (‘MLJV’), which
includes unmined uranium deposits (planned for extraction via the
MLJV’s SABRE mining method starting in 2025) 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 Joint
Venture (‘MWJV’)’s Midwest Main and Midwest A
deposits, and a 69.44% 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 ~384,000 hectares in the Athabasca
Basin region.
Additionally,
through its 50%
ownership of JCU (Canada) Exploration Company, Limited
(‘JCU’), Denison holds 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%).
Technical Disclosure and Qualified Person
The technical
information contained in this press release has been reviewed and
approved by Chad Sorba, P.Geo., Denison’s Vice President
Technical Services & Project Evaluation, and Andy Yackulic,
P.Geo., Denison’s Vice President Exploration, who are both
Qualified Persons in accordance with the requirements of NI
43-101.
For more information, please contact
|
David Cates
|
(416) 979-1991 ext.
362
|
|
President and Chief Executive
Officer
|
|
|
|
|
|
Geoff Smith
|
(416) 979-1991 ext.
358
|
|
Vice President Corporate
Development & Commercial
|
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Follow Denison on
Twitter @DenisonMinesCo
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain
information contained in this press release 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 press release contains forward-looking information pertaining
to the following: projections with respect to exploration,
development and expansion plans and objectives, including the
scope, objectives and interpretations of FS, PFS and the Wheeler
River technical de-risking process for the proposed ISR operation
for the Phoenix deposit; expectations with respect to the EA, EIS
and licensing and permitting for proposed operations at Wheeler
River; anticipated benefits of the transaction with Foremost;
expectations regarding the restart of mining operations at McClean
Lake; expectations regarding the assessment of the amenability of
ISR for THT and advancement of technical studies for the Midwest
deposit; expectations regarding the performance of the uranium
market and global sentiment regarding nuclear energy; expectations
regarding Denison’s joint venture ownership interests; and
expectations regarding the objectives and continuity of its
agreements with third parties. 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 and underlying assumptions and interpretations of the FS
and PFS may not be maintained after further testing or be
representative of actual conditions within the applicable deposits.
In addition, Denison may decide or otherwise be required to
discontinue testing, evaluation, engineering, and development work
if it is unable to maintain or otherwise secure the necessary
approvals or resources (such as testing facilities, capital
funding, etc.). 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 in respect of risks
and other factors that could influence forward-looking events,
please refer to the factors discussed in the Company’s Annual
Information Form dated March 28, 2024 under the heading ‘Risk
Factors’. 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 press
release 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 press release. Denison
does not undertake any obligation to publicly update or revise any
forward-looking information after the date of this press release to
conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable
legislation.
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