Denison Mines Corp 6-K, filed Jan 2, 2026
Denison Mines Corp. (DNN)
6-K
2026-01-02
For: 2026-01-02
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on January 2, 2026.
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: January 2, 2026
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: January 2,
2026
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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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Press release dated January 2, 2026 |
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Exhibit 99.1
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Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
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PRESS
RELEASE
Denison
Reports Readiness to Commence Construction of
Flagship
Phoenix ISR Project and Provides Capital Cost
Update
Toronto, ON – January 2,
2026. Denison Mines Corp. (“Denison” or the
“Company”) (TSX: DML; NYSE American: DNN) is pleased to
report that, pending final regulatory approvals, it is ready to
make a final investment decision (“FID”) and commence
construction of the proposed Phoenix In-Situ Recovery
(“ISR”) uranium mine (“Phoenix” or the
“Project”). Significant regulatory, engineering, and
construction planning progress has been made throughout 2025, which
has positioned Phoenix in a construction-ready state, including
confirmation of an expected 2-year construction timeline. Provided
final regulatory approvals to commence construction are received in
Q1’2026, targeted first production remains on track for
mid-2028. Additionally, based on substantial completion of project
engineering and execution of significant procurement activities
since 2023, Denison is providing an updated initial capital cost
estimate for the Project.
David Cates, President & CEO of Denison,
commented, “After
another year of significant investment and progress, Denison stands
ready to make a final investment decision and commence construction
of the Phoenix ISR mine proposed for our flagship Wheeler River
property. With the recent conclusion of the CNSC public hearing,
and receipt of an initial approval to commence construction
activities from the Province of Saskatchewan, we are poised to
start 2026 with a series of positive catalysts that will mark the
beginning of a new era in our Company’s long
history.
Owing to years of work de-risking and advancing Phoenix, the
Project is now ready to become the first new large-scale uranium
mine built in Canada since Cigar Lake, with first production
expected by mid-2028. This timeline means that Phoenix, as one of
only a few notable new sources of uranium production expected
before the end of the decade, is positioned to (i) benefit from an
anticipated acceleration in uranium demand based on increasingly
widespread global adoption of nuclear energy, and (ii) support
Canada’s objective to develop sustainable and environmentally
responsible ‘nation building’ mining projects to
reinvigorate Canada’s natural resources sector.
Based on our strong balance sheet, and the advanced state of
project engineering, construction planning, and procurement
activities, we are confident that we will be able to make a
positive final investment decision following receipt of final
regulatory approvals. While our estimate of initial capital costs
has increased modestly from the 2023 Phoenix FS, it is important to
note that the Project is now ready for construction, continues to
have only a two-year construction schedule, and that the updated
costs are the basis for our project Control Budget – meaning
that there are no further revisions expected prior to the
commencement of construction.”
Phoenix Construction Readiness Highlights
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Conclusion of CNSC public hearing represents
final step in federal regulatory process: The two-part
Canadian Nuclear Safety Commission (“CNSC”) public
hearing, considering Denison’s application for the approval
of the Environmental Assessment (“EA”) and the Licence
to Prepare the Site for & Construct a Mine and Mill (the
“Licence”), concluded on December 11, 2025. Denison is
now awaiting a decision from the CNSC.
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Provincial environmental assessment
approved: In August, Denison announced the Project received
Ministerial approval under The
Environmental Assessment Act (Saskatchewan).
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Received initial provincial approval to conduct
certain earthworks: Denison recently received authorization
from the Province of Saskatchewan to conduct certain activities
associated with the initial earthworks for the Project, including
vegetation removal and site drainage works.
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Ready to begin construction: The
procurement process for planned 2026 construction contracts is
nearly complete with contract awards pending and expected in early
2026. Based on significant construction planning efforts completed
to date, it is expected that Denison will achieve a level 4
(detailed task level) construction schedule shortly after contract
awards are complete and contractors are onboarded.
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Shipment of long lead items on schedule:
Expected shipment dates for all key long lead items are on
schedule, including electrical distribution infrastructure
consisting of main site transformer, substation high voltage
equipment, switchgear, and substation e-house.
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Substantial completion of project
engineering: Detailed design engineering for the Project is
substantially complete with approximately 87% total engineering
complete to date, and 92% of primary engineering deliverables
issued for construction with remaining engineering, related to the
latter phases of project construction, forecasted to be completed
by Q2’2026.
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Updated initial capital cost estimate based on
significant procurement progress: Given significant progress
with long-lead procurement and the advanced stage of negotiation on
several key construction work packages, a Class 2 post-FID capital
cost estimate has been prepared to set a project construction cost
control budget (“Control Budget”). This capital cost
estimate updates the Class 3 cost estimate (based on 2022 costing)
reported in the 2023 feasibility study for Phoenix (the “2023
Phoenix FS”). Post-FID initial capital costs for Phoenix are
now expected to be $600 million (“Updated Capex”),
which reflects a combination of inflationary adjustments, cost
increases, project refinements, and improved estimation precision.
The Updated Capex is a 20% increase relative to the 2023 Phoenix FS
when adjusted for inflation. Importantly, the Project is now in a
construction ready state and no adjustments to the Updated Capex
are expected prior to commencement of construction.
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Strong balance sheet to fund
construction: With over $700 million of cash, physical
uranium and investments as of September 30, 2025, Denison is in a
strong financial position to fund the initial capital requirements
of the Project.
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Permit receipt remains key catalyst for
advancing to construction: Denison is ready to make a FID
and commence construction shortly after receiving federal approval
of the EA and Licence. If construction commences by the end of
Q1’2026, the Project timeline will remain on track for
targeted first production by mid-2028.
Phoenix Initial Capital Cost Update
As a result of
significant progress with long-lead procurement and the advanced
stage of negotiation on several key construction work packages, a
Class 2 post-FID capital cost estimate has been prepared to set the
Control Budget for Phoenix. Approximately 75% of equipment and
materials costs are supported by committed contracts or bid
evaluations in progress, and approximately 50% of construction
costs are supported by bids under evaluation or in final contract
negotiation.
After accounting for increases in inflation, cost
increases, and project refinements, the Company now estimates the
total post-FID initial capital estimate for the Project to be
approximately $600 million at a Class 2
cost estimate level of precision. When adjusting for inflation,
updated initial capital costs have increased by 20% relative to the
2023 Phoenix FS (see Table 1 below). The updated capital cost
estimate includes $65 million in contingency funds and
owners’ reserves, which represents approximately 12.5% of
direct and indirect Project costs.
A notable
refinement to the 2023 Phoenix FS is the planned installation of large diameter wells throughout
the Phase 1 mining area to enable each well to act as an injection
or recovery well. The 2023 Phoenix FS was based on approximately
half of the wells in Phase 1 being large diameter and the other
half being smaller diameter wells for injection only. While this
modification increases initial capital costs, it is expected to
improve the operational flexibility of the wellfield, optimize
rates of recoveries, and support achievement of the 2023 Phoenix FS
production targets.
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Table 1 – Phoenix Initial Capital Cost Estimate (100%
basis)
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2023 Phoenix FS(1)
(2022 Dollars)
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2023 Phoenix FS
Inflated(2)
(2026 Dollars)
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Updated Capex Estimate
(2026 Dollars)
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Variance from 2023 Phoenix FS Inflated
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Post-FID Initial Capital
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$419.4 million
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$500.5 million
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$600.0 million
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20%
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(1)
Based on the 2023 Phoenix FS.
(2)
Inflation based on Statistics Canada Building Construction Price
Increase for Industrial Buildings (Q4 2022 to Q3 2025) + estimated
additional 2% inflation for 2026.
The
Updated Capex assumes a FID is made at the end of February 2026 and
excludes approximately $53 million in pre-FID expenditures expected
to be incurred after November 30, 2025 for milestone payments
against long-lead procurement commitments, and for the detailed
design engineering and construction planning expected to be
completed pre-FID. Inclusive of approximately $47 million in
pre-FID expenditures estimated to have been incurred up until
November 30, 2025, Denison expects to incur a total of
approximately $100 million in pre-FID expenditures since the
completion of the 2023 Phoenix FS, which compares to $67.4 million
in pre-FID expenditures estimated in the 2023 Phoenix
FS.
Construction
of the Project is still planned to be completed during an
approximate 24-month construction period. If the Project receives
all necessary approvals to commence construction by the end of the
first quarter of 2026, Denison would be able to initiate
construction as planned and maintain its target of achieving first
production by mid-2028.
When compared to the 2023 Phoenix FS, using the
same basis to determine the base-case uranium sales price for the
Project (UxC’s “Composite Midpoint” spot price
scenario, using constant dollars), the projected base-case adjusted
after-tax NPV for the Project remains effectively the same, as the
increase in initial post-FID capital costs is offset by a modest
improvement in the uranium price assumptions since mid-2023 (see
Table 2). After incorporating the Updated Capex, Phoenix continues
to be projected to produce robust economic results across all
economic measures (see Table 2), including a base-case adjusted
after-tax NPV to Initial Capital Cost factor of 2.6 to 1, and a
high internal rate of return
(“IRR”).
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Table 2 – Initial Capital Cost Estimate Comparison (100%
basis)
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2023 Phoenix FS(1)
(2022 Dollars)
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Updated Capex
Estimate(2)
(2026 Dollars)
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Post-FID
Initial Capital
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$419.4 million
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$600.0 million
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Base Case Uranium Price(3)
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UxC Comp. Midpoint Q2 2023
(US$66.53/lb - US$70.11/lb)
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UxC Comp. Midpoint Q4 2025
(US$68.89/lb - US$78.36/lb)
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Post-Tax Payback Period(4)
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~10 months
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~12 months
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Post-Tax NPV8%(5)
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$1.56 billion
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$1.57 billion
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Post-Tax NPV8%(5)
to Initial Capex
Factor
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3.7
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2.6
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Post-Tax IRR(5)
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90%
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73%
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(1)
Based on the 2023 Phoenix FS.
(2)
Estimated project economics reflect Updated Capex and revised base
case uranium price, as described herein. All other costs and
production estimates are consistent with the 2023 Phoenix FS and
are shown from the point in time in which a FID is made and
excludes pre-FID expenditures. Denison assumes FID occurs at the
end of February 2026.
(3)
UxC LLC (“UxC”) forecast is based on "Composite
Midpoint" constant dollar scenario from UxC's Q2 2023 and Q4 2025
Uranium Market Outlook ("UMO"), as outlined above.
(4)
Payback period is stated as number of months to payback post-FID
initial capital expenditures from the start of uranium
production.
(5)
Post-tax NPV, IRR and payback period are based on the "adjusted
post-tax" scenario in the 2023 Phoenix FS, 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.
There
are no material changes to the technical information included in
the 2023 Phoenix FS, and Denison continues to expect the estimated
construction timeline, annual rates of uranium production,
operating costs, sustaining capital costs and reclamation costs to
be largely consistent with the 2023 Phoenix FS.
Accordingly,
Denison is not, at this time, providing any updates to the Phoenix
operating cost or other estimates in the Wheeler River Report
(defined below); however, it may do so in the future.
Based on the Updated Capex, the Project’s
sensitivity to the uranium price has been updated as per Table 3
below. Since the 2023 Phoenix FS, expected uranium spot prices have
increased slightly, whereas long-term uranium prices, which are
intended to represent the pricing for base-escalated long-term
contracts in today’s dollars, have increased over 50% to
US$86.00/lb U3O8
compared to US$56.00/lb
U3O8
at the time of announcing the 2023
Phoenix FS.
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Table 3 – Project Economics
Sensitivity with Updated Capex(1)
(100% basis)
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Uranium Price (US$/lb
U3O8)
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Post-Tax Payback
Period(4,5)
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Post-Tax NPV8%(5)
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Post-Tax IRR(5)
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Base Case(2)
(US$68.89 -$78.36)
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~12 months
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$1.57 billion
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73%
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US$86.00(3)
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~11 months
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$1.94 billion
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82%
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US$100.00
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~10 months
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$2.35 billion
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94%
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US$150.00
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~7 months
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$3.78 billion
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128%
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(1)
Estimated project economics reflect Updated Capex, as described
herein. All other costs and production estimates are consistent
with the 2023 Phoenix FS and economic results are shown from the
point in time in which a FID is made and thus excludes pre-FID
expenditures. Denison assumes FID occurs at the end of February
2026.
(2)
The Phoenix FS used a base case uranium selling price derived from
UxC based on "Composite Midpoint" constant dollar scenario from
UxC's Q2’2023 Uranium Market Outlook (“UMO”). The
equivalent base case price scenario is derived from the
Q4’2025 UMO.
(3)
Long-Term pricing of US$86.00/lb U3O8
is based on UxC’s month-end term
price estimate as of December 31, 2025.
(4)
Payback period is stated as number of months to payback post-FID
initial capital expenditures from the start of uranium
production.
(5)
Post-tax NPV, IRR and payback period are based on the "adjusted
post-tax" scenario in the 2023 Phoenix FS, 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.
All amounts are
stated in Canadian dollars unless otherwise noted and computed
using the same foreign exchange rate assumptions as used in the
2023 Phoenix FS (i.e. a US dollar to Canadian dollar exchange rate
of 1.35).
About Wheeler River
Wheeler River is the largest undeveloped uranium project in the
infrastructure-rich eastern portion of the Athabasca Basin region,
in northern Saskatchewan. The project is host to the high-grade
Phoenix and Gryphon uranium deposits, discovered by Denison in 2008
and 2014, respectively, and is a joint venture between Denison (90%
and operator) and JCU (Canada) Exploration Company Limited
(“JCU”, 10%). In August 2023, Denison filed a technical
report (the “Wheeler River Report”) summarizing the
results of (i) Phoenix FS; and (ii) a cost update to the 2018
Pre-Feasibility Study for conventional underground mining of the
basement-hosted Gryphon uranium deposit. 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 are nearing completion with approval in July 2025 of
the Project’s EA by the Province of Saskatchewan and
conclusion in December 2025 of the Canadian Nuclear Safety
Commission Public Hearing for Federal approval of the EA and
project construction licence. More information is available in the
technical report titled “NI 43-101 Technical Report on the
Wheeler River Project Athabasca Basin, Saskatchewan, Canada”
dated August 8, 2023 with an effective date of June 23,
2023, a copy of which is available on Denison's website and under
its profile on SEDAR+ at www.sedarplus.ca and on EDGAR at
www.sec.gov/edgar.
About Denison
Denison is a leading uranium mining, development, and exploration
company with interests focused in the Athabasca Basin region of
northern Saskatchewan, Canada. In addition to Denison's effective
95% interest in its flagship Wheeler River Project, Denison's
interests in Saskatchewan include a 22.5% ownership interest in the
McClean Lake Joint Venture (“MLJV”), which includes
unmined uranium deposits (with mining at McClean North deposit via
the MLJV's SABRE mining method having commenced in July 2025 using
the MLJV's SABRE mining method) 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 Midwest Main
and Midwest A deposits, and a 70.55% interest in the Tthe Heldeth
Túé (“THT”) and Huskie deposits on the
Waterbury Lake Property. The Midwest Main, Midwest A, THT and
Huskie deposits are located within 20 kilometres of the McClean
Lake mill. Taken together, Denison has direct ownership interests
in properties covering ~457,000 hectares in the Athabasca Basin
region.
Additionally, through its 50% ownership of 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%).
In 2024, Denison celebrated 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.
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
Follow Denison on
X (formerly Twitter) @DenisonMinesCo
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, who is a Qualified Person in
accordance with the requirements of NI 43-101.
Cautionary Statement Regarding Forward-Looking
Statements
Certain information contained in this news 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
‘potential’, ‘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’ or
‘be achieved’.
In particular, this news release contains forward-looking
information pertaining to Denison's current expectations,
intentions and objectives with respect to Phoenix, including the
status of regulatory approvals and pending FID, conditional on
permitting, timing for construction and achievement of first
production, and the Company’s outlook for ISR mine
development and operations on the Wheeler River property;
discussions of an FID and construction planning a the results of,
and estimates, assumptions and projections provided in, the
technical report for Wheeler River and the interpretations and
expectations with respect thereto; the updated cost forecasting for
Phoenix; development and expansion plans and objectives for Wheeler
River, in addition to Phoenix; expectations regarding the
performance of the uranium market and global sentiment regarding
nuclear energy; and expectations regarding its joint venture
ownership interests and the continuity of its agreements with its
partners and third parties.
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 its technical studies and cost forecasting may not be maintained
after further testing, procurement, or operations, or be
representative of actual conditions at the Project or within the
applicable deposits. In addition, Denison may decide or otherwise
be required to discontinue testing, evaluation and other work on
the Company’s other properties if it is unable to maintain or
otherwise secure the necessary resources (such as testing
facilities, capital funding, joint venture approvals, regulatory
approvals, 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 Denison’s Annual
Information Form dated March 28, 2025 under the heading ‘Risk
Factors’ or in subsequent quarterly financial reports. 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 news 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 news release. Denison does not undertake any obligation to
publicly update or revise any forward-looking information after the
date of this news release to conform such information to actual
results or to changes in Denison's expectations except as otherwise
required by applicable legislation.