Denison Mines Corp 6-K, filed Aug 8, 2025
Denison Mines Corp. (DNN)
6-K
2025-08-08
For: 2025-08-08
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on August 8, 2025.
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: August 8, 2025
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: August 8,
2025
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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
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 June
30
2025
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At December
31
2024
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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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54,533
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$
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$108,518
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Trade and other
receivables
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4,115
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3,075
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Inventories
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4,102
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3,746
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Investments-equity
instruments (note 5)
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7,563
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6,292
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Investments-uranium
(note 7)
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32,128
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-
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Prepaid expenses
and other
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2,984
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2,093
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105,425
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123,724
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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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5,075
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1,755
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Investments-uranium
(note 5)
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203,487
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231,088
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Investments-convertible
debentures (note 5)
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12,492
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13,000
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Investments-joint
venture (note 6)
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19,726
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20,663
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Restricted cash
and investments
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12,145
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11,624
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Property, plant
and equipment (note 7)
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265,419
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259,661
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Other long-term
assets
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1,016
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-
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Total
assets
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$
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626,883
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$
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663,613
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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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20,073
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$
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21,333
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Current portion
of long-term liabilities:
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Deferred revenue
(note 9)
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4,517
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4,501
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Reclamation
obligations (note 10)
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1,569
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1,713
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Other
liabilities
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567
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6,344
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26,726
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33,891
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Non-Current
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Deferred revenue
(note 9)
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28,222
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29,492
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Reclamation
obligations (note 10)
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31,145
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30,601
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Other
liabilities
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2,821
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2,936
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Deferred income
tax liability
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2,114
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2,371
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Total
liabilities
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91,028
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99,291
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EQUITY
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Share capital
(note 11)
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1,666,474
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1,665,189
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Contributed
surplus
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74,785
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73,311
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Deficit
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(1,207,036)
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(1,176,000)
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Accumulated other
comprehensive income
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1,632
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1,822
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Total
equity
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535,855
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564,322
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Total
liabilities and equity
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$
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626,883
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$
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663,613
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Issued and
outstanding common shares (note 11)
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896,422,542
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895,713,101
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Commitments
and contingencies (note 18)
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The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
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1
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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
June
30
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Six
Months Ended
June
30
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2025
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2024
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2025
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2024
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REVENUES (note 14)
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$
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1,276
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$
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1,326
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$
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2,651
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$
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2,158
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EXPENSES
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Operating
expenses (note 14)
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(1,386)
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(1,367)
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(2,609)
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(2,587)
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Exploration (note
14)
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(2,510)
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(1,755)
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(10,564)
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(7,168)
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Evaluation (note
14)
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(11,106)
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(6,708)
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(20,136)
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(12,409)
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General and
administrative (note 14)
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(4,603)
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(3,741)
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(9,346)
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(7,325)
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Other income
(expense) (note 13)
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32,822
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(4,596)
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5,415
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(9,678)
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13,217
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(18,167)
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(37,240)
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(39,167)
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Income
(loss) before net finance expense, equity accounting
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14,493
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(16,841)
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(34,589)
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(37,009)
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Finance (expense)
income, net (note 13)
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(293)
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902
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(118)
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1,743
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Equity pick
up-investment in associates (note 5)
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(1,359)
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-
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(1,499)
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-
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Equity pick
up-joint venture (note 6)
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(426)
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(547)
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(937)
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(1,128)
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Income (loss)
before taxes
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12,415
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(16,486)
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(37,143)
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(36,394)
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Deferred Income
tax recovery
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83
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45
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6,107
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73
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Net income (loss)
from continuing operations
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12,498
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(16,441)
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(31,036)
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(36,321)
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Net income from
discontinued operations,
net
of taxes (note 14)
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-
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471
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-
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471
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Net income (loss)
for the period
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$
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12,498
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$
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(15,970)
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$
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(31,036)
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$
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(35,850)
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Other
comprehensive income (loss):
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Items that are or
may be subsequently reclassified to income (loss):
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Foreign currency
translation change
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(188)
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(18)
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(190)
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(67)
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Comprehensive
income (loss) for the period
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$
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12,310
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$
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(15,988)
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$
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(31,226)
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$
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(35,917)
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Continuing
operations net income (loss) per share:
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Basic
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$
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0.01
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$
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(0.02)
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$
|
(0.03)
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$
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(0.04)
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Diluted
|
$
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0.01
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$
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(0.02)
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$
|
(0.03)
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$
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(0.04)
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Discontinued
operations net income per share:
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Basic
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$
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-
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$
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0.00
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$
|
-
|
$
|
0.00
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Diluted
|
$
|
-
|
$
|
0.00
|
$
|
-
|
$
|
0.00
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|
|
|
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Weighted-average
number of shares outstanding
(in
thousands):
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Basic
|
|
896,322
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|
892,230
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|
896,049
|
|
891,727
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|
Diluted
|
|
903,172
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|
892,230
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|
896,049
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|
891,727
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|
|
|
|
|
|
|
|
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The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
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2
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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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Six
Months Ended
June
30
|
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|
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2025
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|
2024
|
|
|
|
|
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Share capital (note 11)
|
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Balance-beginning
of period
|
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$
|
1,665,189
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$
|
1,655,024
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Other shares
issued, net of issue costs
|
|
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|
|
|
108
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|
95
|
|
Share options
exercised-cash
|
|
|
|
|
|
165
|
|
1,082
|
|
Share options
exercised-transfer from contributed surplus
|
|
|
|
84
|
|
509
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Share units
exercised-transfer from contributed surplus
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|
928
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379
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Balance-end of
period
|
|
|
|
|
|
1,666,474
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1,657,089
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Contributed surplus
|
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|
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Balance-beginning
of period
|
|
|
|
|
|
73,311
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|
69,823
|
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Share-based
compensation expense (note 12)
|
|
|
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|
|
2,486
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|
2,212
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Share options
exercised-transfer to share capital
|
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(84)
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(509)
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Share units
exercised-transfer to share capital
|
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|
(928)
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(379)
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Balance-end of
period
|
|
|
|
|
|
74,785
|
|
71,147
|
|
|
|
|
|
|
|
|
|
|
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Deficit
|
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
(1,176,000)
|
|
(1,084,881)
|
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Net
loss
|
|
|
|
|
|
(31,036)
|
|
(35,850)
|
|
Balance-end of
period
|
|
|
|
|
|
(1,207,036)
|
|
(1,120,731)
|
|
|
|
|
|
|
|
|
|
|
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Accumulated
other comprehensive income (note 13)
|
|
|
|
|
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|
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Balance-beginning
of period
|
|
|
|
|
|
1,822
|
|
1,818
|
|
Foreign currency
translation
|
|
|
|
|
|
(190)
|
|
(67)
|
|
Balance-end of
period
|
|
|
|
|
|
1,632
|
|
1,751
|
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|
|
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Total Equity
|
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
$
|
564,322
|
$
|
641,784
|
|
Balance-end of
period
|
|
|
|
|
$
|
535,855
|
$
|
609,256
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
|
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3
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited -
Expressed in thousands of CAD dollars)
|
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|
|
|
|
|
Six
Months Ended
June
30
|
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|
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|
|
|
2025
|
|
2024
|
||
|
CASH PROVIDED BY (USED IN):
|
|
|
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|
|
|
||
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
|
Net loss for the
period
|
|
|
$
|
(31,036)
|
$
|
(35,850)
|
||
|
Adjustments and
items not affecting cash and cash equivalents:
|
|
|
|
|
|
|
||
|
Depletion,
depreciation, amortization and accretion
|
|
|
|
5,232
|
|
5,219
|
||
|
Fair value change
(gains) losses:
|
|
|
|
|
|
|
||
|
Investments-equity
instruments (notes 5 and 13)
|
|
|
|
(2,101)
|
|
3,424
|
||
|
Investments-uranium
(note 5 and 13)
|
|
|
|
(4,527)
|
|
5,757
|
||
|
Investments-convertible
debentures (notes 5 and 13)
|
|
|
|
508
|
|
1,435
|
||
|
Deferred
consideration (notes 5 and 13)
|
|
|
|
(115)
|
|
-
|
||
|
Investment in
associate-equity pick up (note 5)
|
|
|
|
1,499
|
|
-
|
||
|
Joint
venture-equity pick up (note 6)
|
|
|
|
937
|
|
1,128
|
||
|
Recognition of
deferred revenue (note 9)
|
|
|
|
(2,651)
|
|
(2,158)
|
||
|
Gain on property,
plant and equipment disposals
|
|
|
|
-
|
|
(130)
|
||
|
Post-employment
benefit payments
|
|
|
|
(29)
|
|
(65)
|
||
|
Reclamation
obligation expenditures (note 10)
|
|
|
|
(522)
|
|
(1,216)
|
||
|
Share-based
compensation (note 12)
|
|
|
|
2,486
|
|
2,212
|
||
|
Foreign exchange
loss (gain) (note 13)
|
|
|
|
1,127
|
|
(1,111)
|
||
|
Deferred income
tax recovery
|
|
|
|
(6,107)
|
|
(73)
|
||
|
Change in
non-cash operating working capital items (note 13)
|
|
|
|
(4,545)
|
|
1,450
|
||
|
Net
cash used in operating activities
|
|
|
|
(39,844)
|
|
(19,978)
|
||
|
|
|
|
|
|
|
|
||
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
|
Additions of
property, plant and equipment (note 7)
|
|
|
|
(11,319)
|
|
(3,046)
|
||
|
Increase in
restricted cash and investments
|
|
|
|
(521)
|
|
(830)
|
||
|
Purchase of
equity investments (note 5)
|
|
|
|
(632)
|
|
-
|
||
|
Purchase of
investment in joint venture (note 6)
|
|
|
|
-
|
|
(1,949)
|
||
|
Proceeds on
disposal of investments – uranium (note 5)
|
|
|
|
-
|
|
13,598
|
||
|
Proceeds on
disposal of property, plant and equipment
|
|
|
|
-
|
|
207
|
||
|
Net
cash (used in) provided by investing activities
|
|
|
|
(12,472)
|
|
7,980
|
||
|
|
|
|
|
|
|
|
||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
|
Proceeds
from share options exercised (note 12)
|
|
|
|
165
|
|
1,082
|
||
|
Repayment
of debt obligations
|
|
|
|
(242)
|
|
(119)
|
||
|
Payment
of issue costs
|
|
|
|
(252)
|
|
-
|
||
|
Net
cash (used in) provided by financing activities
|
|
|
|
(329)
|
|
963
|
||
|
|
|
|
|
|
|
|
||
|
Decrease
in cash and cash equivalents
|
|
|
|
(52,645)
|
|
(11,035)
|
||
|
Foreign
exchange effect on cash and cash equivalents
|
|
|
|
(1,340)
|
|
1,048
|
||
|
Cash
and cash equivalents, beginning of period
|
|
|
|
108,518
|
|
131,054
|
||
|
Cash
and cash equivalents, end of period
|
|
|
$
|
54,533
|
$
|
121,067
|
||
|
|
||||||||
|
The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
|
||||||||
4
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
|
|
|
(Unaudited -
Expressed in CAD dollars except for shares and per share
amounts)
|
|
1.
NATURE OF
OPERATIONS
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 70.55% 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, 2024. The
Company’s presentation currency is Canadian dollars
(“CAD”).
These financial
statements were approved by the board of directors for issue on
August 7, 2025.
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, 2024.
The Company has
considered the amendment to IAS 21: The effects of changes in
foreign exchange rates, which are effective for annual periods
beginning on or after January 1, 2025 and has concluded that this
amendment has no impact on the Company’s condensed interim
consolidated financial statements.
Changes in
Accounting Standards not yet effective
In April 2024,
the IASB announced IFRS 18 Presentation and Disclosure in Financial
Statements replaces IAS 1 - Presentation of Financial Statements,
which sets out presentation and disclosure requirements for
financial statements. The changes, which mostly affect the income
statement, include the requirement to classify income and expenses
into three new categories – operating, investing and
financing – and present subtotals for operating profit or
loss and profit or loss before financing and income
taxes.
Further,
operating expenses are presented directly on the face of the income
statement – classified either by nature, by function, or
using a mixed presentation. Expenses presented by function require
more detailed disclosures about their nature.
IFRS 18 also
provides enhanced guidance for aggregation and disaggregation of
information in the financial statements, introduces new disclosure
requirements for management-defined performance measures and
eliminates classification options for interest and dividends in the
statement of cash flows. IFRS 18 is effective for annual periods
beginning on or after January 1, 2027. The Company is assessing the
impact of IFRS 18 on the consolidated financial
statements.
5
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
In May 2024, the
IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7
Financial Instruments: Disclosures. The amendments are effective
for annual periods beginning on or after January 1, 2026, with
early adoption permitted. The Company is assessing the impact of
these amendments on the consolidated financial
statements.
4.
CASH AND
CASH EQUIVALENTS
The cash and cash
equivalent balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
$
|
1,456
|
$
|
1,113
|
|
Cash in MLJV and
MWJV
|
|
|
|
3,341
|
|
2,969
|
|
Cash
equivalents
|
|
|
|
49,736
|
|
104,436
|
|
|
|
|
$
|
54,533
|
$
|
108,518
|
5.
INVESTMENTS
The investments
balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Equity
instruments
|
|
|
|
|
|
|
|
Shares
|
|
|
$
|
7,555
|
$
|
6,280
|
|
Warrants
|
|
|
|
1,433
|
|
280
|
|
Investment in
Associates
|
|
|
|
3,650
|
|
1,487
|
|
Convertible
Debentures
|
|
|
|
12,492
|
|
13,000
|
|
Physical
Uranium
|
|
|
|
235,615
|
|
231,088
|
|
|
|
|
$
|
260,745
|
$
|
252,135
|
|
|
|
|
|
|
|
|
|
Investments-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
39,691
|
$
|
6,292
|
|
Long-term
|
|
|
|
221,054
|
|
245,843
|
|
|
|
|
$
|
260,745
|
$
|
252,135
|
The investments
continuity summary is as follows:
|
(in
thousands)
|
|
Equity
Instruments
|
|
Investment in
Associates
|
|
Convertible
Debentures
|
|
Physical
Uranium
|
|
Total
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2024
|
$
|
6,560
|
$
|
1,487
|
$
|
13,000
|
$
|
231,088
|
$
|
252,135
|
|
Acquisition of
investments
|
|
327
|
|
3,662
|
|
-
|
|
-
|
|
3,989
|
|
Change in fair
value (note 13)
|
|
2,101
|
|
-
|
|
(508)
|
|
4,527
|
|
6,120
|
|
Equity pick up of
associates
|
|
-
|
|
(1,499)
|
|
-
|
|
-
|
|
(1,499)
|
|
Balance-June 30,
2025
|
$
|
8,988
|
$
|
3,650
|
$
|
12,492
|
$
|
235,615
|
$
|
260,745
|
6
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Investment
in equity instruments and debentures
At June 30, 2025,
the Company holds equity instruments consisting of shares and
warrants in publicly traded companies as well as convertible debt
instruments. Non-current instruments consist of warrants in
publicly traded companies exercisable for a period more than one
year after the balance sheet date, investment in associates, as
well as convertible debt instruments convertible and redeemable for
a period more than one year after the balance sheet
date.
Investment
in associates
At June 30, 2025,
the Company has investments in two entities, whereby significant
influence can be demonstrated, and the investments are accounted
for as investment in associates.
Denison completed
a transaction with Foremost Clean Energy Ltd.
(“Foremost”) in October 2024, which grants Foremost a
multi-phase option to acquire up to 70% of Denison’s interest
in 10 non-core uranium exploration properties.
The Company
accounts for its investment in Foremost as an investment in an
associate using the equity method, as it has determined it has
significant influence over Foremost, due to Denison’s board
representation rights. Denison records its equity share of earnings
(loss) in Foremost one quarter 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. As at June 30, 2025, based on the most recent
publicly available information the Company recognized share
ownership of 18.98% of the issued and outstanding common shares of
Foremost (holding 1,977,410 Foremost common shares) and its equity
pick up of Foremost amounted to $1,105,000 for the six months ended
June 30, 2025.
In January 2025,
Foremost completed a spin-out of its gold and silver properties
into a new stand-alone public company named Rio Grande Resources
Ltd. (‘Rio Grande’). As a result of the spin-out
transaction, the Company received 2,739,620 common shares of Rio
Grande. The Company accounts for the Rio Grande shares as an equity
instrument, as it cannot demonstrate significant influence, and any
changes in the fair value are recorded in net loss.
On January 13,
2025, Denison closed a transaction with Cosa Resources Corp
(“Cosa”), under which Cosa acquired a 70% interest in
Denison's Murphy Lake North, Darby, and Packrat properties
(collectively the ‘Cosa Transaction’).
As consideration
for the Cosa Transaction, Cosa issued 14,195,506 common
shares to Denison, equivalent to 19.95% of the
outstanding common shares of Cosa following completion of
the Cosa Transaction.
Additionally,
Cosa will be required to:
●
issue Denison a
further $2,250,000 in deferred consideration shares
within a five-year period beginning at the closing date of the
transaction;
●
fund 100% of the
next $1,500,000 in exploration expenditures on Murphy
Lake North by December 31, 2027, otherwise Denison's ownership
interest in the property will increase to 51% and Denison will
become the operator; and
●
fund 100% of the
next $5,000,000 in exploration expenditures on Darby
by June 30, 2029, otherwise Denison's ownership interest in
the property will increase to 51% and Denison will become the
operator.
In February 2025,
the Company participated in a private placement to maintain its
approximate ownership percentage interest in Cosa and acquired an
additional 2,527,666 common shares and 1,263,833 share purchase
warrants for total consideration of $632,000.
The Company
accounts for its investment in Cosa as an investment in an
associate using the equity method, as it has determined that it has
significant influence over Cosa, due to board representation
rights. Denison records its equity share of earnings (loss) in Cosa
one quarter 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.
As of June 30, 2025, based on the most recent publicly available
information the Company recognized share ownership of 18.81% of the
issued and outstanding common shares of Cosa (holding 16,723,172
Cosa common shares) and its equity pick up of Cosa, amounted to
$394,000 for the six months ended June 30, 2025.
7
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Investment
in uranium
At June 30, 2025,
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 $235,615,000 (USD$172,700,000 or USD$78.50 per pound of
U3O8). At December 31,
2024, the Company held 2,200,000 pounds of U3O8 at a cost of
$80,729,000 (USD$65,289,000 or USD$29.67 per pound of U3O8) and market value
of $231,088,000 (USD$160,600,000 or USD$73.00 per pound of
U3O8).
During June 2025,
the Company entered into three uranium sales contracts to sell
300,000 pounds of U3O8 at an average
price of US$76.00 per pound. These transactions have settled or are
expected to settle in the third quarter of 2025.
6.
INVESTMENT
IN JOINT VENTURE
The investment in
joint venture balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
Investment in
joint venture:
|
|
|
|
|
|
|
|
JCU
|
|
|
$
|
19,726
|
$
|
20,663
|
|
|
|
|
$
|
19,726
|
$
|
20,663
|
A summary of the
investment in JCU is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2024
|
|
|
|
|
$
|
20,663
|
|
Investment at
cost:
|
|
|
|
|
|
|
|
Equity
share of loss
|
|
|
|
|
|
(937)
|
|
Balance-June 30,
2025
|
|
|
|
|
$
|
19,726
|
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 (Uranium Energy Corp. 65.5492%).
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 June
30
|
|
At December
31
|
|
|
(in
thousands)
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets(1)
|
|
|
$
|
1,143
|
$
|
3,226
|
|
|
Total non-current
assets
|
|
|
|
39,250
|
|
38,838
|
|
|
Total current
liabilities
|
|
|
|
(401)
|
|
(544)
|
|
|
Total non-current
liabilities
|
|
|
|
(542)
|
|
(194)
|
|
|
Total net
assets
|
|
|
$
|
39,450
|
$
|
41,326
|
|
8
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended
|
|
|
|
|
|
|
|
|
May 31,
2025(2)
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
$
|
-
|
|
|
Net
loss
|
|
|
|
|
|
(1,874)
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
JCU net assets to Denison investment carrying value:
|
|
|
|||||
|
Adjusted net assets of
JCU–at December 31, 2024
|
|
|
$
|
41,326
|
|||
|
Net
loss
|
|
|
|
|
|
(1,874)
|
|
|
Net assets of
JCU-at May 31, 2025
|
|
|
|
|
$
|
39,452
|
|
|
Denison ownership
interest
|
|
|
|
|
|
50.00%
|
|
|
Investment in
JCU
|
|
|
|
|
$
|
19,726
|
|
(1)
The current assets presented
are entirely cash and cash equivalents for June 30, 2025, and
December 31, 2024.
(2)
Represents JCU net loss for
the six months ended May 31, 2025 (recorded one month in arrears),
adjusted for differences in fair value allocations and accounting
policies. For the three months ended May 31, 2025, the JCU reported
a net loss of $852,000 (for three and six months ended May 31, 2024
- $1,094,000 and $2,257,000, respectively).
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, 2024
|
$
|
116,512
|
$
|
2,055
|
$
|
184,158
|
$
|
302,725
|
|
Additions (note
14)
|
|
10,253
|
|
129
|
|
2,687
|
|
13,069
|
|
Disposal related
to Cosa Transaction (note 5)
|
|
-
|
|
-
|
|
(4,485)
|
|
(4,485)
|
|
Balance-June 30,
2025
|
$
|
126,765
|
$
|
2,184
|
$
|
182,360
|
$
|
311,309
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization, depreciation:
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2024
|
$
|
(42,748)
|
$
|
(316)
|
$
|
-
|
$
|
(43,064)
|
|
Amortization
|
|
(277)
|
|
-
|
|
-
|
|
(277)
|
|
Depreciation
|
|
(2,407)
|
|
(142)
|
|
-
|
|
(2,549)
|
|
Balance- June 30,
2025
|
$
|
(45,432)
|
$
|
(458)
|
$
|
-
|
$
|
(45,890)
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
value:
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2024
|
$
|
73,764
|
$
|
1,739
|
$
|
184,158
|
$
|
259,661
|
|
Balance- June 30,
2025
|
$
|
81,333
|
$
|
1,726
|
$
|
182,360
|
$
|
265,419
|
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
$47,146,000, or 60%, of the June 30, 2025 total carrying value
amount of owned Plant and Equipment assets.
The additions to
PP&E during the six months ended June 30, 2025 primarily relate
to long lead items for Wheeler River, and leasehold
improvements.
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.
9
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Mineral
Properties
As at June 30,
2025, the Company has various interests in mining, 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 $170,259,000, or
93.2%, of the total mineral property carrying value as at June 30,
2025.
Transaction
with Cosa
On January 13,
2025, Denison closed a transaction with Cosa (see note 5), under
which Cosa acquired a 70% interest in Denison's 100%-owned Murphy
Lake North, Darby, and Packrat properties. The investment in Cosa
was measured in accordance with IAS 28, Investment in Associates
and Joint Ventures, at cost with a corresponding reduction of the
mineral properties carrying value. The carrying value of the
exploration properties disposed of were $4,485,000.
8. ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
The accounts
payable and accrued liabilities balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
|
(in
thousands)
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
$
|
9,934
|
$
|
13,289
|
|
|
Payables in MLJV
and MWJV
|
|
|
|
8,236
|
|
7,007
|
|
|
Other
payables
|
|
|
|
1,903
|
|
1,037
|
|
|
|
|
|
$
|
20,073
|
$
|
21,333
|
|
9. DEFERRED
REVENUE
The deferred
revenue balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
Deferred
revenue-pre-sold toll milling:
|
|
|
|
|
|
|
|
CLJV Toll
Milling-Ecora
|
|
|
$
|
32,739
|
$
|
33,993
|
|
|
|
|
$
|
32,739
|
$
|
33,993
|
|
Deferred
revenue-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
4,517
|
$
|
4,501
|
|
Non-current
|
|
|
|
28,222
|
|
29,492
|
|
|
|
|
$
|
32,739
|
$
|
33,993
|
The deferred
revenue liability continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
Deferred
Revenue
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2024
|
|
|
|
|
$
|
33,993
|
|
|
Revenue
recognized during the period (note 14)
|
|
|
|
|
|
(2,651)
|
|
|
Accretion (note
13)
|
|
|
|
|
|
1,397
|
|
|
Balance-June 30,
2025
|
|
|
|
|
$
|
32,739
|
|
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 expected to be received by
Denison.
10
|
|
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 six
months ended June 30, 2025, the Company recognized $2,651,000 of
toll milling revenue ($1,276,000 for the three months ended June
30, 2025) from the draw-down of deferred revenue, based on Cigar
Lake toll milling production of 10,114,000 pounds U3O8 (100% basis). The
draw-down in 2025 includes a cumulative increase in revenue for
prior periods of $113,000 resulting from changes in estimates to
the toll milling rates during 2025.
For the
comparative three and six months ended June 30, 2024, the Company
recognized $1,326,000 and $2,158,000 of toll milling revenue from
the draw-down of deferred revenue, respectively based on Cigar Lake
toll milling production of 9,468,000 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.
During the six
months ended June 30, 2025, the Company recognized accretion
expense of $1,397,000, including a true-down adjustment of $41,000
due to the change in the estimated timing of milling of the Cigar
Lake ore (June 30, 2024, accretion expense of $1,561,000 including
a $63,000 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 June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by item:
|
|
|
|
|
|
|
|
Elliot
Lake
|
|
|
$
|
18,089
|
$
|
18,071
|
|
MLJV and
MWJV
|
|
|
|
12,400
|
|
12,057
|
|
Wheeler River and
other
|
|
|
|
2,225
|
|
2,186
|
|
|
|
|
$
|
32,714
|
$
|
32,314
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
1,569
|
$
|
1,713
|
|
Non-current
|
|
|
|
31,145
|
|
30,601
|
|
|
|
|
$
|
32,714
|
$
|
32,314
|
The reclamation
obligations continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
Reclamation
Obligations
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2024
|
|
|
|
|
$
|
32,314
|
|
Accretion (note
13)
|
|
|
|
|
|
922
|
|
Expenditures
incurred
|
|
|
|
|
|
(522)
|
|
Balance-June 30,
2025
|
|
|
|
|
$
|
32,714
|
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.
11
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Spending on
restoration activities at the Elliot Lake site is funded by the
Elliot Lake Reclamation Trust. The trust had a balance of
$4,172,000 as at June 30, 2025 (December 31, 2024 -
$3,652,000).
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
and approved by the applicable regulatory authorities. Accordingly,
as at June 30, 2025, 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, 2024
|
895,713,101
|
$
|
1,665,189
|
|
|
Issued for
cash:
|
|
|
|
|
|
Share option
exercises
|
125,001
|
|
165
|
|
|
Share option
exercises-transfer from contributed surplus
|
-
|
|
84
|
|
|
Share unit
exercises-transfer from contributed surplus
|
538,998
|
|
928
|
|
|
Other share
issues proceeds-net of transaction costs
|
45,442
|
|
108
|
|
|
|
709,441
|
|
1,285
|
|
|
Balance-June 30,
2025
|
896,422,542
|
$
|
1,666,474
|
|
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
June
30
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Share based
compensation expense for:
|
|
|
|
|
|
|
|
|
|
Share
options
|
$
|
(336)
|
$
|
(368)
|
$
|
(822)
|
$
|
(745)
|
|
RSUs
|
|
(764)
|
|
(925)
|
|
(1,664)
|
|
(1,467)
|
|
Share
based compensation expense
|
$
|
(1,100)
|
$
|
(1,293)
|
$
|
(2,486)
|
$
|
(2,212)
|
An additional
$5,740,000 in share-based compensation expense remains to be
recognized, up until May 2028, on outstanding share options and
share units at June 30, 2025.
Share
Options
Share options
granted in 2025 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:
12
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
2025
|
||||
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
|
Number
of
Common
|
|
Price
per
Share
|
|
|
|
|
|
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
Share options
outstanding-December 31, 2024
|
|
|
|
|
|
5,649,167
|
$
|
1.85
|
|
Grants
|
|
|
|
|
|
1,671,000
|
|
1.99
|
|
Exercises
(1)
|
|
|
|
|
|
(125,001)
|
|
1.32
|
|
Forfeitures
|
|
|
|
|
|
(111,333)
|
|
2.33
|
|
Share options
outstanding-June 30, 2025
|
|
|
|
|
|
7,083,833
|
$
|
1.89
|
|
Share options exercisable- June
30, 2025
|
|
|
|
|
|
3,828,504
|
$
|
1.70
|
(1)
The weighted average share
price at the date of exercise was CAD$2.10.
A summary of the
Company’s share options outstanding at June 30, 2025 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
|
|
|
|
|
|
|
|||
|
$ 1.00 to $
1.50
|
|
|
|
|
1.76
|
|
2,558,499
|
|
1.40
|
|
$ 1.51 to $
2.00
|
|
|
|
|
3.45
|
|
2,769,334
|
|
1.93
|
|
$ 2.01 to $
2.50
|
|
|
|
|
3.38
|
|
288,000
|
|
2.18
|
|
$ 2.51 to $
3.00
|
|
|
|
|
3.68
|
|
1,468,000
|
|
2.62
|
|
Share options
outstanding-June 30, 2025
|
|
2.88
|
|
7,083,833
|
$
|
1.89
|
|||
Share options
outstanding at June 30, 2025 expire between March 2026 and May
2030.
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:
|
|
|
|
|
Six Months
Ended
|
|
|
|
|
|
|
June 30,
2025
|
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
|
2.64% -
2.75%
|
|
|
Expected stock
price volatility
|
|
|
|
56.68% -
57.43%
|
|
|
Expected
life
|
|
|
|
3.40
years
|
|
|
Expected dividend
yield
|
|
|
|
-
|
|
|
Fair value
per options granted
|
|
|
$0.86 to
$0.91
|
||
13
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Share
Units
RSUs granted
under the Share Unit Plan in 2025 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, 2024
|
|
6,944,751
|
$
|
1.56
|
|
260,000
|
$
|
0.98
|
|
Grants
|
|
1,640,000
|
|
2.11
|
|
-
|
|
-
|
|
Exercises
(1)
|
|
(538,998)
|
|
1.72
|
|
-
|
|
-
|
|
Forfeitures
|
|
(107,667)
|
|
2.06
|
|
-
|
|
-
|
|
Units
outstanding–June 30, 2025
|
|
7,938,086
|
$
|
1.66
|
|
260,000
|
$
|
0.98
|
|
Units
vested–June 30, 2025
|
|
4,797,752
|
$
|
1.29
|
|
260,000
|
$
|
0.98
|
(1)
The weighted average share
price at the date of exercise was $2.07 for RSUs.
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 June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
Cumulative
foreign currency translation
|
|
|
$
|
270
|
$
|
460
|
|
Experience
gains-post employment liability
|
|
|
|
|
||
|
Gross
|
|
|
|
1,847
|
|
1,847
|
|
Tax
effect
|
|
|
|
(485)
|
|
(485)
|
|
|
|
|
$
|
1,632
|
$
|
1,822
|
The components of
Other income (expense) are as follows:
|
|
|
Three
Months Ended
June
30
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses)
on:
|
|
|
|
|
|
|
|
|
|
Foreign
exchange
|
$
|
(1,110)
|
$
|
477
|
$
|
(1,127)
|
$
|
1,111
|
|
Fair value
changes (note 5):
|
|
|
|
|
|
|
|
|
|
Investments-equity
instruments
|
|
1,620
|
|
(2,628)
|
|
2,101
|
|
(3,424)
|
|
Investments-uranium
|
|
31,776
|
|
(80)
|
|
4,527
|
|
(5,757)
|
|
Investments-convertible
debentures
|
|
270
|
|
(2,074)
|
|
(508)
|
|
(1,435)
|
|
Gain
on recognition of proceeds–UI
Repayment Agreement
|
|
415
|
|
-
|
|
846
|
|
396
|
|
Uranium
investment carrying charges
|
|
(176)
|
|
(215)
|
|
(408)
|
|
(426)
|
|
Other
|
|
27
|
|
(76)
|
|
(16)
|
|
(143)
|
|
Other
income (expense)
|
$
|
32,822
|
$
|
(4,596)
|
$
|
5,415
|
$
|
(9,678)
|
14
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The components of
Finance income (expense) are as follows:
|
|
|
Three
Months Ended
June
30
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
$
|
941
|
$
|
2,144
|
$
|
2,301
|
$
|
4,282
|
|
Interest
expense
|
|
(1)
|
|
(2)
|
|
(2)
|
|
(3)
|
|
Accretion
expense
|
|
|
|
|
|
|
|
|
|
Deferred
revenue (note 9)
|
|
(719)
|
|
(749)
|
|
(1,397)
|
|
(1,561)
|
|
Reclamation
obligations (note 10)
|
|
(461)
|
|
(473)
|
|
(922)
|
|
(946)
|
|
Other
|
|
(53)
|
|
(18)
|
|
(98)
|
|
(29)
|
|
Finance
income (expense)
|
$
|
(293)
|
$
|
902
|
$
|
(118)
|
$
|
1,743
|
The
change in non-cash operating working capital items in the
consolidated statements of cash flows is as follows:
|
|
|
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
|
|
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Change in
non-cash working capital items:
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
|
$
|
(1,263)
|
$
|
(509)
|
|
Inventories
|
|
|
|
|
|
(356)
|
|
375
|
|
Prepaid expenses
and other assets
|
|
|
|
|
|
(428)
|
|
311
|
|
Accounts payable
and accrued liabilities
|
|
|
|
|
|
(2,498)
|
|
1,273
|
|
Change
in non-cash working capital items
|
|
|
|
|
$
|
(4,545)
|
$
|
1,450
|
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
Company also previously had a third primary segment of operations,
which segment included the results of the Company’s
environmental services business which provided mine decommissioning
and other services to third parties. The Corporate and Other
segment includes general corporate expenses not allocated to the
other segments.
15
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
For the six
months ended June 30, 2025, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
2,651
|
-
|
2,651
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(2,609)
|
-
|
(2,609)
|
|
Exploration
|
|
|
(10,564)
|
-
|
(10,564)
|
|
Evaluation
|
|
|
(20,136)
|
-
|
(20,136)
|
|
General and
administrative
|
|
|
-
|
(9,346)
|
(9,346)
|
|
|
|
|
(33,309)
|
(9,346)
|
(42,655)
|
|
Segment
loss
|
|
$
|
(30,658)
|
(9,346)
|
(40,004)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 9)
|
|
2,651
|
-
|
2,651
|
|
|
|
|
$
|
2,651
|
-
|
2,651
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
Property,
plant and equipment (note 7)
|
$
|
11,933
|
1,136
|
13,069
|
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
Cost
|
|
$
|
120,732
|
8,217
|
128,949
|
|
Accumulated
depreciation
|
|
|
(45,281)
|
(609)
|
(45,890)
|
|
Mineral
properties
|
|
|
182,360
|
-
|
182,360
|
|
|
|
$
|
257,811
|
7,608
|
265,419
|
For the three
months ended June 30, 2025, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,276
|
-
|
1,276
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(1,386)
|
-
|
(1,386)
|
|
Exploration
|
|
|
(2,510)
|
-
|
(2,510)
|
|
Evaluation
|
|
|
(11,106)
|
-
|
(11,106)
|
|
General and
administrative
|
|
|
-
|
(4,603)
|
(4,603)
|
|
|
|
|
(15,002)
|
(4,603)
|
(19,605)
|
|
Segment
loss
|
|
$
|
(13,726)
|
(4,603)
|
(18,329)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 9)
|
|
1,276
|
-
|
1,276
|
|
|
|
|
$
|
1,276
|
-
|
1,276
|
16
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
For the six
months ended June 30, 2024, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
2,158
|
-
|
2,158
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(2,587)
|
-
|
(2,587)
|
|
Exploration
|
|
|
(7,168)
|
-
|
(7,168)
|
|
Evaluation
|
|
|
(12,409)
|
-
|
(12,409)
|
|
General and
administrative
|
|
|
(19)
|
(7,306)
|
(7,325)
|
|
|
|
|
(22,183)
|
(7,306)
|
(29,489)
|
|
Segment
loss
|
|
$
|
(20,025)
|
(7,306)
|
(27,331)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 9)
|
|
2,158
|
-
|
2,158
|
|
|
|
|
$
|
2,158
|
-
|
2,158
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
Property,
plant and equipment (note 7)
|
$
|
4,136
|
106
|
4,242
|
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
Cost
|
|
$
|
109,348
|
6,648
|
115,996
|
|
Accumulated
depreciation
|
|
|
(40,041)
|
(1,459)
|
(41,500)
|
|
Mineral
properties
|
|
|
181,942
|
-
|
181,942
|
|
|
|
$
|
251,249
|
5,189
|
256,438
|
For the three
months ended June 30, 2024, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,326
|
-
|
1,326
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(1,367)
|
-
|
(1,367)
|
|
Exploration
|
|
|
(1,755)
|
-
|
(1,755)
|
|
Evaluation
|
|
|
(6,708)
|
-
|
(6,708)
|
|
General and
administrative
|
|
|
-
|
(3,741)
|
(3,741)
|
|
|
|
|
(9,830)
|
(3,741)
|
(13,571)
|
|
Segment
loss
|
|
$
|
(8,504)
|
(3,741)
|
(12,245)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 9)
|
|
1,326
|
-
|
1,326
|
|
|
|
|
$
|
1,326
|
-
|
1,326
|
17
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
15.
INCOME
TAXES
During the six
months ended June 30, 2025, the Company recognized deferred tax
recoveries of $6,107,000. The deferred tax recovery includes the
recognition of previously unrecognized Canadian tax assets of
$5,850,000 relating to the February 2025 renunciation of the tax
benefits associated with the Company’s $14,100,000 flow
through share issue in December 2024.
16. RELATED
PARTY TRANSACTIONS
Korea
Electric Power Corporation (“KEPCO”) and Korea Hydro
& Nuclear Power (“KHNP”)
Denison and KHNP
Canada Energy Ltd. (“KHNP Canada”, 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
June
30
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(883)
|
$
|
(913)
|
$
|
(3,820)
|
$
|
(2,608)
|
|
Share-based
compensation
|
|
(668)
|
|
(900)
|
|
(1,612)
|
|
(1,653)
|
|
Key
management personnel compensation
|
$
|
(1,551)
|
$
|
(1,813)
|
$
|
(5,432)
|
$
|
(4,261)
|
17. 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.
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.
18
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
During 2025 and
2024, 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 as at June
30, 2025 and December 31, 2024:
|
|
|
Financial
|
|
Fair
|
|
June
30,
|
|
December
31,
|
|
|
|
Instrument
|
|
Value
|
|
2025
|
|
2024
|
|
(in
thousands)
|
|
Category(1)
|
|
Hierarchy
|
|
Fair
Value
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and
equivalents
|
|
Category
B
|
|
|
$
|
54,533
|
$
|
108,518
|
|
Trade and other
receivables
|
|
Category
B
|
|
|
|
4,115
|
|
3,075
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Equity
instruments-shares
|
|
Category
A
|
|
Level
1
|
|
7,555
|
|
6,280
|
|
Equity
instruments-warrants
|
|
Category
A
|
|
Level
2
|
|
1,433
|
|
280
|
|
Convertible
Debentures
|
|
Category
A
|
|
Level
3
|
|
12,492
|
|
13,000
|
|
Restricted
cash and equivalents
|
|
|
|
|
|
|
|
|
|
Elliot Lake
Reclamation Trust
|
|
Category
B
|
|
|
|
4,172
|
|
3,652
|
|
Credit
facility pledged assets
|
|
Category
B
|
|
|
|
7,972
|
|
7,972
|
|
|
|
|
|
|
$
|
92,272
|
$
|
142,777
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities:
|
|
|
|
|
|
|
|
|
|
Account
payable and accrued liabilities
|
|
Category
C
|
|
|
|
20,073
|
|
21,333
|
|
Debt
obligations
|
|
Category
C
|
|
|
|
2,391
|
|
2,414
|
|
|
|
|
|
|
$
|
22,464
|
$
|
23,747
|
(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 during the period-end indicative foreign exchange
rate.
Letters of
Credit Facility
In December 2024,
the Company entered into an agreement with The Bank of Nova Scotia
to amend the terms of the Company’s Fourth Amended and
Restated Credit Agreement (the “Credit Facility”), to
extend the maturity date to January 31, 2026. 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 six months ended June 30, 2025, the
Company incurred letter of credit fees of $205,000 (June 30, 2024 -
$207,000).
At June 30, 2025,
the Company is in compliance with its Credit Facility covenants and
has access to letters of credit of up to $23,964,000 (December 31,
2024 - $23,964,000). The Credit 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).
18. COMMITMENTS
AND CONTINGENCIES
Capital
Commitments
As of June 30,
2025, the Company has entered into $37,652,000 in committed capital
purchases related to its share of the long lead item procurement
for the Wheeler Joint Venture ($41,836,000 in committed capital
purchases on 100% basis). These commitments are related to long
lead items and expected to be received over the next 12 to 24
months.
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.
Sale of
Uranium
During June 2025,
the Company entered into three uranium sales contracts to sell
300,000 pounds of U3O8 at an average
price of US$76.00 per pound. These transactions have settled or are
expected to settle in the third quarter of 2025.
.
19
|
Exhibit
99.2
|
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025
|
TABLE OF
CONTENTS
|
|
|
Q2 2025 PERFORMANCE
HIGHLIGHTS
|
2
|
|
ABOUT DENISON
|
3
|
|
RESULTS OF CONTINUING
OPERATIONS
|
5
|
|
Wheeler River Uranium
Project
|
6
|
|
Evaluation Pipeline
Properties
|
12
|
|
LIQUIDITY AND CAPITAL
RESOURCES
|
24
|
|
DISCONTINUED OPERATIONS
|
26
|
|
OUTLOOK FOR 2025
|
26
|
|
ADDITIONAL INFORMATION
|
26
|
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
|
27
|
|
|
|
|
|
|
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 August 7,
2025 and should be read in conjunction with the Company’s
unaudited interim condensed consolidated financial statements and
related notes for the three and six months ended June 30, 2025. 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, 2024. 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
(‘EDGAR’).
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
■
Announced First Production at McClean Lake North using SABRE
Mining
In July 2025, the
McClean Lake Joint Venture (‘MLJV’) announced the
successful start of uranium mining operations at the McClean North
deposit using the joint venture’s patented Surface Access
Borehole Resource Extraction (‘SABRE’) mining method.
Mining operations commenced in June, with approximately 250 tonnes
of high-grade ore estimated to have been recovered from the first
mining cavity. Processing of recovered ore commenced at the McClean
Lake mill in the third quarter.
■
Obtained Provincial Approval of Environmental Assessment for
Wheeler River
In July 2025,
Denison received Ministerial approval under The Environmental
Assessment Act of Saskatchewan to proceed with the development of
the Wheeler River Uranium Project, as outlined in the final
provincial Environmental Assessment submitted for final approval in
late 2024. The provincial EA is substantially similar to the
Federal EA, which was accepted as final by the Canadian Nuclear
Safety Commission (‘CNSC’) in December 2024. Approval
of the provincial EA represents one of the final regulatory
milestones necessary for Denison to commence construction of the
planned Phoenix In-Situ Recovery (‘ISR’)
mine.
Remaining
regulatory requirements to commence construction include receipt of
the Provincial Pollutant Control Facility Permit, as well as the
Federal approval of the EA and receipt of the Federal License to
Prepare the Site & Construct. Both outstanding Federal
approvals are the subject of the CNSC public hearings scheduled for
the Project in October and December 2025.
■
Achieved Approximately 80% Completion of Total Engineering for
Phoenix
Detailed design
engineering for the proposed ISR mine project at the Phoenix
deposit (‘Phoenix’) commenced in early 2024 and
continues to be on track for substantial completion prior to the
commencement of construction, which is currently expected to occur
following a final investment decision (‘FID’) during
the first half of 2026.
Total engineering
is significantly advanced with approximately 80% estimated to be
completed by June 30, 2025, including several scopes planned for
the first year of construction approaching 100% total
engineering.
■
Discovery of Additional High-Grade Mineralization at Wheeler River
Gryphon Deposit
Additional
high-grade uranium mineralization, located approximately 40 metres
outside of the previously estimated mineralized domain associated
with the D1 lens, was discovered as part of a highly successful
delineation drill program carried out at the Gryphon uranium
deposit (‘Gryphon’) during the first half of 2025.
Drill hole WR-837AD2 intersected 2.3 metres at 1.69% eU3O8 including 0.5
metres at 5.48% eU3O8 in the down
plunge direction from the previously defined D1 lens. This area
remains open for further expansion down-plunge and along strike to
the northeast.
Gryphon is
situated approximately 3 km northwest of Phoenix on Denison’s
95% owned Wheeler River property in northern Saskatchewan. In
addition to the discovery of additional mineralization, the results
from the delineation drilling program are expected to add
confidence to the previously estimated mineral resources for
Gryphon, having confirmed the geological interpretation of the
deposit and intersecting uranium grades in line with
expectations.
■
Midwest Preliminary Economic Assessment Showcases Robust Results
from ISR Mining
The PEA outlines
total ISR mine production from the Midwest Main deposit (100%
basis) of 37.4 million pounds U3O8 over an
approximately 6-year mine life with processing at the nearby
McClean Lake mill, resulting in annual average production of
nearly 6.1 million pounds U3O8, an after-tax
base-case NPV of $965 million, and after-tax base-case IRR of
82.7%. Initial capital costs are estimated at $254 million, with
average life of mine cash operating costs estimated to be
USD$11.69/lb. U3O8 and all-in costs
(including initial capital, sustaining capital, operating and
decommissioning costs) estimated to be USD$25.78/lb. U3O8. Further details
are in Denison’s August 6, 2025 news release.
Midwest is a
joint venture owned by Denison (25.17%) and Orano Canada Inc.
(‘Orano Canada’) (74.83%, operator), and is located
approximately 25 kilometers, by existing roads, from the Denison
(22.5%) and Orano Canada (77.5%) owned McClean Lake uranium
mill.
The PEA is
preliminary in nature, includes mineral resources that are
considered too speculative geologically to have the economic
considerations applied to them that would allow them to be
categorized as mineral reserves, mineral resources that are not
mineral reserves do not have demonstrated economic viability, and
there is no certainty that the PEA will be realized.
2
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
■
Discovery of Additional High-Grade Mineralization at McClean
South
Several
significant new intercepts of shallow high-grade uranium
mineralization were discovered at the McClean
South zone (‘McClean South’), on the
Company's 22.5%-owned McClean Lake project in
northern Saskatchewan, during a 6,400-metre exploration
drilling program completed during the first half of 2025. Orano
Canada (MLJV operator) reported uranium mineralization measuring
greater than 0.05% eU (0.06% eU3O8) was intersected
in 14 of 24 drill holes completed during the program. The results
are interpreted to have successfully confirmed the continuity of
mineralization and expanded the footprint of the 8W and 8C pods.
McClean South is located approximately 600 metres south of the
McClean North deposit.
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 a Phoenix
ISR mining operation (‘Phoenix FS’), and an update to
the previously prepared 2018 Pre-Feasibility Study
(‘PFS’) was completed for the 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
are nearing completion with approval of the project’s EA
received from the Province of Saskatchewan and Canadian Nuclear
Safety Commission hearing dates set in the fall of 2025 for Federal
approval of the EA and project construction license.
Denison’s
interests in Saskatchewan also include a 22.5% ownership interest
in the MLJV, which includes unmined uranium deposits (with mining
at McClean North deposit via the MLJV’s SABRE mining method
having commenced planned for extraction via the MLJV’s SABRE
mining method in July 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
70.55% 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
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.
3
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
SELECTED FINANCIAL INFORMATION
|
(in
thousands)
|
|
As at
June 30,
2025
|
|
As at
December 31,
2024
|
|
|
|
|
|
|
|
Financial Position:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
54,533
|
$
|
108,518
|
|
Working
capital(1)
|
$
|
83,216
|
$
|
94,334
|
|
Investments in
uranium
|
$
|
235,615
|
$
|
231,088
|
|
Property, plant
and equipment
|
$
|
265,419
|
$
|
259,661
|
|
Total
assets
|
$
|
626,883
|
$
|
663,613
|
|
Total long-term
liabilities(2)
|
$
|
64,302
|
$
|
65,400
|
(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 June 30, 2025, excludes
$4,517,000 from the current portion of deferred revenue (December
31, 2024 – $4,501,000).
(2)
Predominantly comprised of
the non-current portion of deferred revenue, non-current
reclamation obligations, and deferred income tax
liabilities.
SELECTED QUARTERLY FINANCIAL INFORMATION
|
|
|
|
|
2025
|
|
2025
|
|
2024
|
|
2024
|
|
(in
thousands, except for per share amounts)
|
|
Q2
|
|
Q1
|
|
Q4
|
|
Q3
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
1,276
|
$
|
1,375
|
$
|
1,170
|
$
|
695
|
||
|
Net earnings
(loss)
|
$
|
12,498
|
$
|
(43,534)
|
$
|
(29,502)
|
$
|
(25,767)
|
||
|
Basic and diluted
earnings (loss) per share
|
$
|
0.01
|
$
|
(0.05)
|
$
|
(0.03)
|
$
|
(0.03)
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
||
|
Net
earnings
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||
|
Basic and diluted
earnings per share
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||
|
|
|
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
(in
thousands, except for per share amounts)
|
|
Q2
|
|
Q1
|
|
Q4
|
|
Q3
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
||
|
Total
revenues
|
$
|
1,326
|
$
|
832
|
$
|
1,092
|
$
|
777
|
||
|
Net (loss)
earnings
|
$
|
(16,441)
|
$
|
(19,880)
|
$
|
34,627
|
$
|
57,916
|
||
|
Basic and diluted
(loss) earnings per share
|
$
|
(0.02)
|
$
|
(0.02)
|
$
|
0.04
|
$
|
0.07
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
||
|
Net (loss)
earnings
|
$
|
471
|
$
|
-
|
$
|
(150)
|
$
|
321
|
||
|
Basic and diluted
(loss) earnings per share
|
$
|
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. 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 an FID for Phoenix.
●
Other income and expense
fluctuate due to changes in the fair value of the Company’s
investment in equity instruments, convertible debentures, and
physical uranium, 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. 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.
4
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
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.
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 six months ended June 30, 2025, the McClean Lake mill processed
5.1 million and 10.1 million pounds U3O8, respectively for
the CLJV (June 30, 2024 – 5.3 million and 9.5 million pounds
U3O8) and Denison
recorded toll milling revenue of $1,276,000 and $2,651,000,
respectively (June 30, 2024 – $1,326,000 and $2,158,000). The
decrease in toll milling revenue in the quarter compared to the
prior year period is primarily due to less pounds produced. The
increase in toll milling revenue in the six month period ended June
30, 2025, as compared to the prior year is due to both the increase
in production in the current period as well as a $113,000 positive
non-cash cumulative accounting adjustment recorded to reflect an
update to the Cigar Lake mineral resource estimate (June 30, 2024 -
$207,000 negative non-cash cumulative accounting
adjustment).
During the three
and six months ended June 30, 2025, the Company also recorded
accounting accretion expense of $719,000 and $1,397,000,
respectively, on the toll milling deferred revenue balance (June
30, 2024 – $749,000 and $1,561,000). Annual accretion expense
will decrease over the life of the agreement, as the deferred
revenue liability decreases over time, and fluctuations may occur
due to the change in the timing of the estimated CLJV toll milling
activities discussed above. During the six months ended June 30,
2025, an adjustment of $41,000 was recorded to decrease
life-to-date accretion expense as a result of an update to the
Cigar Lake mineral resource estimate (June 30, 2024 - $63,000
adjustment to increase life-to-date accretion
expense).
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 six
months ended June 30, 2025, were $1,386,000 and $2,609,000,
respectively (June 30, 2024 – $1,367,000 and
$2,587,000).
Included in
operating expenses, is depreciation expense relating to the McClean
Lake mill of $800,000 and $1,593,000, respectively (June 30, 2024
– $826,000 and $1,493,000), as a result of processing 5.1
million and 10.1 million pounds
U3O8 for the CLJV in
the applicable period (June 30, 2024 – 5.3 million and 9.5
million pounds U3O8). Also included
in operating expenses are costs related to the Company’s
Elliot Lake legacy mine sites of $302,000 and $510,000,
respectively (June 30, 2024 – $368,000 and $690,000), and
development costs of the MLJV and other operating costs of $284,000
and $506,000, respectively (June 30, 2024 – $173,000 and
$404,000).
In 2024, the MLJV
began construction to prepare the McClean North site for SABRE
mining, including the completion of four of eight planned SABRE
mining cavities for 2025. In June 2025, the remaining two pilot
holes were completed and active mining operations
commenced.
5
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Approximately 250
tonnes of high-grade ore is estimated to have been recovered from
the first mining cavity, which was completed in late June. Mining
activities for 2025 are planned to include eight SABRE cavities.
For the six months ended June 30, 2025, the Company capitalized its
share of development and equipment cost of $4,052,000, related to
the completion of construction for the SABRE operation, and
recorded $274,000 in costs related to its share of the ore
stockpiled from production in the quarter.
MINERAL PROPERTY EVALUATION
During the three
and six months ended June 30, 2025, Denison’s share of
evaluation expenditures was $11,106,000 and $20,136,000,
respectively (June 30, 2024 – $6,708,000 and $12,409,000).
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 six
months ended June 30, 2025.
|
PROJECT EVALUATION ACTIVITIES
|
|||
|
Property
|
Denison’s ownership
|
Evaluation activities
|
|
|
Wheeler
River
|
95%(1)
|
Engineering,
detailed design, metallurgical testing, Feasibility Field Test
(‘FFT’) monitoring, 2025 Gryphon field program
activities, 2025 Phoenix field activities, environmental and
sustainability activities.
|
|
|
Waterbury
Lake
|
70.55%(2)
|
2025 field
activities and progression of a PFS for the THT
deposit.
|
|
|
Midwest
|
25.17%
|
2025 field
programs and progression of a PEA for Midwest Main
deposit.
|
|
|
Kindersley
Lithium Project (‘KLP’)
|
Earn-in(3)
|
Progression
of a PFS for the KLP.
|
|
|
|
|
|
|
Notes
(1)
The Company’s effective
ownership interest as at June 30, 2025, including the indirect 5%
ownership interest held through JCU.
(2)
Represents Denison’s
ownership position as at January 31, 2025.
(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 June 30, 2025, Denison
has not yet vested an ownership interest in the
project.
On June 26, 2023,
Denison announced the results of two independently authored
engineering studies: (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
confirms robust economics and the technical viability of an ISR
uranium mining operation with low initial capital costs and a high
rate of return.
6
|
|
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 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.
7
|
|
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.
At June 30, 2025,
the WRJV is owned by the Company (90%) and JCU (10%). In October
2024, the WRJV Management Committee approved the findings and
recommendations of the Phoenix FS, which became an Approved
Development Program (‘ADP’) under the WRJV Agreement,
providing the WRJV’s approval for development and
construction of the project in accordance with the Phoenix FS.
Denison has not yet made an FID with respect to the Phoenix
project, pending project EA and License approval.
At the October
2024 WRJV Management Committee meeting, JCU abstained from voting
on the Phoenix FS and ADP. In accordance with the terms of the WRJV
agreement, non-support of the Phoenix FS and ADP by a participant
means that such participant is no longer liable for its cost share
of WRJV expenditures. As a result of JCU’s non-support
through abstention, Denison has funded 100% of the project
expenditures from the date of the October 2024 WRJV Management
Committee meeting. The WRJV Agreement further requires that a
participant who does not support an ADP must sell or transfer their
interest in the project. The sale or transfer for JCU’s
participating interest in the WRJV has not yet occurred and UEX
Corporation (‘UEX’), as operator of JCU, has notified
Denison that it does not agree that JCU’s abstention should
be taken as non-support for the ADP.
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.
8
|
|
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
The 2025
evaluation plan for Wheeler River included: (1) advancing detailed
design engineering and long-lead procurement, (2) completing the
required program documents to support licensing and permitting
approval for the construction of the proposed Phoenix ISR
operation, (3) advancing negotiation of additional impact benefit
type agreements with interested parties, (4) planning and executing
a field program, coordinated with exploration efforts, at Gryphon
to collect additional information to support future evaluation
assessments, and (5) commencing pre-construction EA commitments at
Phoenix.
During the three
and six months ended June 30, 2025, Denison’s share of
evaluation costs at Wheeler River was $9,268,000 and $15,737,000,
respectively (June 30, 2024 – $6,420,000 and
$11,278,000).
Engineering Activities
Metallurgical Testing
Phoenix
During
the six months ended June 30, 2025, the metallurgical test program
continued at Saskatchewan Research Council Laboratories
(‘SRC’) in Saskatoon, including a hybrid core leach
test which is expected to provide information on leach progression
during mining operations at the Phoenix deposit, process circuit
testing to optimize performance, and rheology tests. Additionally,
the Company is evaluating opportunities to increase the efficiency
of the effluent treatment process and consolidation of stored
gypsum.
9
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Gryphon
During the second
quarter, Gryphon metallurgical testing, including a series of
grinding tests, commenced using core samples collected during the
Gryphon delineation drill program completed during the first half
of 2025. The resulting ground ore from these tests is planned to be
used in process circuit studies to assess downstream processing
requirements of Gryphon ore.
Detailed Design Engineering
The detailed
design engineering phase includes work related to the Phoenix
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 an FID shortly after the receipt of regulatory approvals.
Total engineering is significantly advanced with approximately 80%
estimated to be completed by June 30, 2025, including several
scopes planned for the first year of construction approaching 100%
total engineering.
Construction
plans continue to estimate an approximately 2-year timeline for
construction, with the first year of construction focused on civil
works to prepare the site, establishment of key electrical
infrastructure, installation and commissioning of freeze wells, and
completion of key concrete slabs and enclosure of the main process
plant building(s). A summary of estimated completion of total
engineering for work expected in Year 1 of construction is shown
below:
|
Description of work package for construction work expected in Year
1
|
Estimated Total Engineering Completed
|
|
Civil –
Ground clearing
|
100%
|
|
Civil –
Wellfield & runoff pond, substation, camp, roads
|
95%
|
|
Civil –
Process ponds and landfills
|
100%
|
|
Civil - Airstrip
and Airport Road Installation
|
95%
|
|
Electrical
– Main substation & e-house installation
|
90%
|
|
Freeze Plant
– Freeze plant, e-house and freeze pipe
installation
|
80%
|
|
Freeze Wells
– Supply and installation
|
95%
|
|
Concrete Batch
Plant – Supply and operation for main process plant and
freeze plant area
|
75%
|
|
Process Plant
– Pre-engineered building
|
75%
|
|
Permanent camp
– Supply and installation
|
75%
|
|
Buried Utilities
– Electrical and Instrumentation
|
90%
|
|
Telecommunication
& Internet – Installation and operation
|
75%
|
Generally, 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. All civil drawings have reached the Issued for
Construction (“IFC”) milestones with remaining
engineering disciplines to follow by the end of 2025.
10
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The following 3D
model illustrates the mining and processing infrastructure for
Wheeler.
Field Program
Phoenix
During the
six months ended June 30, 2025,
field programs commenced for the execution of certain
pre-construction EA commitments, including groundwater well
drilling to allow for the collection of additional hydrogeologic
and geochemical datasets as well as a drilling program focused on
grouting previously utilized exploration boreholes. At the end of
June 2025, the grouting program was approximately 50%
complete.
Gryphon
In addition to
resource delineation efforts described in the Exploration section,
supplemental field de-risking efforts were completed for Gryphon
during the second quarter of 2025. The field program included
hydrogeological, metallurgical and geotechnical work to collect
data for planned trade-off studies. In addition, desktop studies
also commenced in the quarter, including engineering trade-off
studies intended to support a future decision to proceed to a
feasibility study. These desktop studies are expected to utilize
the field data collected during the 2025 field
programs.
Procurement Advancement
Procurement
efforts continue to progress with a total of 89 procurement
packages required for the project. Nineteen packages have been
awarded and 30 packages were in the RFP cycles at end of June 2025.
Awarded packages associated with long lead electrical equipment
such as the substation transformer, high voltage sub-station yard
equipment, electrical switch gear, E-house electrical buildings and
diesel power generators have been secured to align with anticipated
construction timelines. Larger process equipment including control
systems, drum filling station, process thickeners, sand filters and
centrifuges have also been purchased. Additionally, a total of
six construction services RFP packages have been issued to market
for early and critical works. The award of these packages will
ensure Denison is ready to commence project construction upon
receipt of regulatory approval.
The Company
incurred $3,184,000 in expenditures on long-lead procurement items
during the second quarter of 2025, and has incurred $10,283,000 in
cumulative expenditures. A further $41,836,000 has been committed
for capital purchases as at June 30, 2025. These capital items are
expected to be received over the next 12 to 24 months and represent
a portion of the initial capital cost of the project.
11
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Construction Planning
In 2024,
third-party construction management support was onboarded to
facilitate construction planning and the development of core
construction documentation to guide the safe execution of project
work and to meet regulatory requirements.
With CNSC Hearing
dates confirmed to occur late in 2025, the Project team has updated
the construction schedule to reflect an anticipated start date in
early 2026. In addition, early construction planning activities,
including engagement with key northern business partners, continue
to progress and construction execution schedules and construction
methodologies have been developed for each key scope of work,
allowing major contract tendering to be initiated.
Environmental and Sustainability Activities
Environmental Assessment and Licensing Activities
Following a
two-year regulatory review process, in December 2024, the EIS for
Phoenix was accepted by the CNSC staff. During the fourth quarter
of 2024, the Company also received notice of technical sufficiency
from the CNSC indicating that it had fulfilled the application
requirements for a Licence.
In February 2025,
the CNSC Registrar set the schedule for the CNSC Hearing for
Wheeler River. The Hearing is scheduled to be held in two parts
(October 8, 2025, and December 8 to 12, 2025) and represents the
final step in the federal approval process for the Project's EA and
Licence to Prepare and Construct a Uranium Mine and Mill.
Preparation and planning for the Hearings is underway and will
continue through the second half of 2025. The anticipated date for
a decision supports the commencement of construction in early 2026
consistent with past guidance.
The final
Provincial EIS for Phoenix was submitted to the Saskatchewan
Ministry of Environment (‘MOE’) in October 2024 and the
public and Indigenous review period closed in early December, 2024.
In July 2025, Denison received Ministerial approval under The
Environmental Assessment Act of Saskatchewan to proceed with the
development of the Wheeler River Uranium Project. Approval of the
provincial EA represents one of the final regulatory milestones
necessary for Denison to commence construction.
Remaining
regulatory requirements to commence construction include receipt of
the Provincial Pollutant Control Facility Permit, as well as the
Federal approval of the EA and receipt of the Federal License to
Prepare the Site & Construct.
Community Engagement Activities
As part of
ongoing engagement activities, plans for 2025 community engagement
activities included in-community meetings with residents and
leadership, regular updates to all Interested Parties, and sharing
of information about the forthcoming regulatory hearings. Due to
wildfires in the region, several engagement activities have been
postponed. The Company continues to work closely with the
Indigenous and non-Indigenous communities of English River First
Nation, Kineepik Métis Local, the Northern Village of
Pinehouse Lake, the Northern Village of Ile a la Crosse, the
Northern Village of Beauval, the Northern Hamlet of Cole Bay and
the Northern Hamlet of Jans Bay, each of whom has provided their
consent and support to the Project, to ensure leadership and
residents have access to current information related to Wheeler
River.
Waterbury Lake
In
2020, an independent PEA was completed for Waterbury, which
evaluated the potential use of the ISR mining method at the Tthe
Heldeth Túé (‘THT’) deposit. 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 test program
results validated the amenability of the deposit to ISR
mining.
In 2024,
Denison’s work at Waterbury included: (1) metallurgical test
work with core retrieved during the 2023 field program, (2)
additional pump and injection tests from the ISR test wells
installed in 2023, to validate year-over-year hydrogeological test
results, and (3) collection of key components of environmental
baseline data.
During the six months ended June
30, 2025, a 17-hole drill
program was completed, testing for additional high-grade
mineralization and collecting geological data from the THT East
Pod. Metallurgical samples were also collected and sent to the SRC
facilities (Saskatoon) in support of future ISR focused test work.
Results of the program are pending.
The
Company continues a desktop assessment towards the completion of
the PFS with the expected completion in the second half of
2025.
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 Waterbury Lake project. The Midwest and Waterbury
deposits are all located in close proximity to existing uranium
mining and milling infrastructure including provincial highways,
power lines, and Denison’s 22.5% owned McClean Lake
mill.
A Concept
Study evaluating the potential application of the ISR mining method
at Midwest was issued to the MWJV in early 2023. In 2024, an
inaugural ISR field test program was undertaken at Midwest and
successfully confirmed that the deposit’s hydraulic
conductivity (permeability) was sufficient for ISR mining,
demonstrated the effectiveness of permeability enhancement
techniques, and allowed for the collection of core samples which
were used to commence metallurgical test work.
12
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
During the
six months ended June 30, 2025,
the Company completed a second ISR field test program at the
Midwest Main deposit. The 2025 program involved the installation of
a multi-well test pattern to facilitate additional hydrogeological
test work as well as the deployment of certain permeability
enhancement tools. The program successfully completed its
objectives by installing pump, injection and monitoring wells to
facilitate a successful tracer test further verifying the
connectivity of the formation and desired flow rates for the
potential application of the ISR mining methodology. The project
team is currently evaluating the next steps.
Additionally,
during the six months ended June
30, 2025, core and column leach testing continued on key
hydrogeological units of the Midwest main deposit at SRC, with a
focus on lixiviant requirements and recovery curve
generation.
The
results from the 2024 and 2025 field programs and technical studies
have informed the results of the recently released PEA evaluating
the merit of deploying ISR mining at the Midwest Main
deposit.
The PEA outlines total ISR mine production (100%
basis) of 37.4 million pounds U3O8
over an approximately 6-year mine life
with processing at the nearby McClean Lake mill, resulting in
annual average production of nearly 6.1 million pounds
U3O8,
an after-tax base-case NPV of $965 million, and after-tax base-case
IRR of 82.7%. Key operating parameters and economic results from
the PEA are summarized below:
|
Summary of Key Midwest Main Operational Parameters (100%
basis)
|
|
|
Mine
life
|
6.14
years
|
|
Potentially
mineable resources(1)
|
37.4 million lbs
U3O8 (650,000 tonnes
at 2.60% U3O8)
|
|
Average annual
production(2)
|
6.1 million lbs
U3O8
|
|
Initial capital
costs
|
$254.0
million
|
|
Average cash
operating costs
|
$15.78 (US$11.69)
per lb U3O8
|
|
All-in
cost(3)
|
$34.80 (US$25.78)
per lb U3O8
|
Notes
(1)
See Denison
press release dated August 6, 2025 for additional details regarding
estimated Mineral Resource.
(2)
Based on the estimated number of pounds
U3O8
to be produced over the life of the
project divided by mine life.
(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.
The PEA is
preliminary in nature, includes mineral resources that are
considered too speculative geologically to have the economic
considerations applied to them that would allow them to be
categorized as mineral reserves, mineral resources that are not
mineral reserves do not have demonstrated economic viability, and
there is no certainty that the PEA will be realized.
13
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
|
Summary of Economic Results (100% Basis) – Base
Case
|
|
|
Uranium selling
price
|
UxC Spot Price(1)
(~USD$80/lb U3O8)
|
|
Exchange Rate
(US$:CAD$)
|
1.35
|
|
Discount
Rate
|
8%
|
|
Operating profit
margin(2)
|
85.4%
|
|
|
|
|
Pre-tax
NPV8%(3)
|
$1.62
billion
|
|
Pre-tax
IRR(3)
|
111.1%
|
|
Pre-tax payback
period(4)
|
~ 6
months
|
|
|
|
|
Post-tax
NPV8%(3)
|
$964.7
million
|
|
Post-tax
IRR(3)
|
82.7%
|
|
Post-tax payback
period(4)
|
~ 9
months
|
Note
(1)
Spot price
forecast is based on “Composite Midpoint” scenario from
UxC’s Q4’2024 Uranium Market Outlook
(“UMO”) and is stated in constant (not-inflated)
dollars.
(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
Midwest project and excludes $16.8 million in pre-FID
expenditures.
(4)
Payback
period is stated as number of months to payback from the start of
uranium production.
|
Midwest Capital Costs (100% Basis) ($
millions(1))
|
|||
|
Description
|
Initial(1)
|
Sustaining
|
Total
|
|
ISR
Wellfield
|
95.6
|
239.3
|
334.9
|
|
Milling (McClean
Mill Modifications)
|
2.9
|
-
|
2.9
|
|
McClean Lake Mill
Sustaining Capital
|
-
|
37.4
|
37.4
|
|
Surface
Facilities
|
1.6
|
-
|
1.6
|
|
Utilities
|
0.9
|
-
|
0.9
|
|
Electrical
|
11.2
|
-
|
11.2
|
|
Civil &
Earthworks
|
46.3
|
39.7
|
86.0
|
|
Road Upgrades
(Midwest to McClean Lake)
|
1.2
|
-
|
1.2
|
|
SaskPower Line to
Midwest
|
2.9
|
-
|
2.9
|
|
Surface Mobile
Equipment
|
1.8
|
-
|
1.8
|
|
Remediation
|
-
|
86.8
|
86.8
|
|
Demolition
|
-
|
21.6
|
21.6
|
|
Contractor Direct
Field Support Costs
|
12.3
|
5.4
|
17.7
|
|
Subtotal Direct Costs
|
176.7
|
430.2
|
606.9
|
|
Project Indirect
Costs
|
18.8
|
6.7
|
25.5
|
|
Subtotal Direct + Indirect Costs
|
195.5
|
436.9
|
632.4
|
|
Contingency
|
58.7
|
10.1
|
68.8
|
|
Total Capital Cost
|
254.2
|
446.9
|
701.2
|
Note
(1)
Totals may
not sum precisely due to rounding.
Kindersley Lithium Project
In
January 2024, Denison entered into an agreement with Grounded
Lithium Corp. (‘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
2024, Denison commenced a $4.5 million program to allow for the
advancement of KLP through a robust process of technical
de-risking. The program is expected to conclude with the potential
completion of a PFS in 2025. During 2024, program work included:
(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 direct lithium
extract (‘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.
14
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
During the
six months ended June 30, 2025,
the Company continued to progress the evaluation of DLE
technologies in parallel with advancement of engineering design
initiatives expected to support the completion of a potential
future PFS.
MINERAL PROPERTY EXPLORATION
During the three
and six months ended June 30, 2025, Denison’s share of
exploration expenditures was $2,510,000 and $10,564,000 (June 30,
2024 – $1,755,000 and $7,168,000). The increase in
exploration expenditures compared to the prior year period is
primarily due to an increase in winter 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 2025 exploration activities to the end of June
30, 2025. For exploration expenditures reported in this MD&A,
all amounts are reported for the three and six months ended June
30, 2025.
|
EXPLORATION ACTIVITIES
|
|||
|
Property
|
Denison’s ownership
|
Drilling in metres
(m)(1)
|
Other activities
|
|
Crawford
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
CLK
|
80.00%(2)
|
-
|
Geophysical
Survey
|
|
Hatchet
Lake
|
56.12%(3)
|
2,400 (10
holes)
|
-
|
|
Johnston
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
McClean
Lake
|
22.5%
|
6,447 (24
holes)
|
-
|
|
Moon Lake
South
|
75.00%(4)
|
-
|
Linecutting
|
|
Murphy Lake
North
|
30.00%(5)
|
1,739 (4
holes)
|
-
|
|
Wheeler
River
|
95.00%(6)
|
12,533 (17
holes)
|
Geophysical
Survey
|
|
Waterfound
|
24.68%(7)
|
11,153 (19
holes)
|
Geophysical
Survey
|
|
Wolly
|
27.73%(8)
|
3,987 (15
holes)
|
-
|
|
Wolverine
|
80.00%(2)
|
-
|
Geochemical
Survey
|
|
Total
|
|
38,259 (89 holes)
|
|
Notes
(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 June 30, 2025. In 2024, Foremost Clean
Energy Ltd. (‘Foremost’) satisfied the conditions of
the first phase of its earn-in under an option agreement
(‘Foremost Earn-In’), pursuant to which Foremost has
the current right to exercise its option to earn a 20% interest in
these projects, reducing Denison’s ownership interest to
80%.
(3)
Denison’s effective
ownership interest as at June 30, 2025. In 2024, Foremost satisfied
the conditions of the first phase of the Foremost Earn-In, pursuant
to which Foremost has the current right to exercise its option to
earn 14.03%, which would reduce Denison’s ownership interest
in Hatchet Lake to 56.12%.
(4)
Denison’s effective
ownership interest as at June 30, 2025.The remaining interest is
owned by CanAlaska Uranium Ltd.
(5)
Denison’s effective
ownership interest as at June 30, 2025. The remaining interest was
acquired by Cosa Resources Corp. in January 2025.
(6)
Denison’s effective
ownership interest as at June 30, 2025, including an indirect 5.0%
ownership interest held through Denison’s 50% ownership of
JCU.
(7)
Denison’s effective
ownership interest as at June 30, 2025, including an indirect
12.90% ownership interest held through Denison’s 50%
ownership of JCU.
(8)
Denison’s effective
ownership interest as at June 30, 2025, including an indirect 6.39%
ownership interest held through Denison’s 50% ownership of
JCU.
15
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The
Company’s land position in the Athabasca Basin, as of June
30, 2025, consists of 384,007 hectares (229 claims), as illustrated
in the figure below. The land position reported by the Company
excludes the land positions held by JCU.
Wheeler River Exploration
Denison’s
share of exploration costs at Wheeler River during the three and
six months ended June 30, 2025 was $1,159,000 and $6,303,000,
respectively (June 30, 2024 - $394,000 and
$1,946,000).
The 2025 Wheeler
River winter exploration drilling program, which was initiated in
mid-January and was completed in April, was focused on the Gryphon
deposit, where a total of 12,533 metres were drilled in 17 holes
during the six months ended June 30, 2025.
16
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The drill hole
locations are illustrated in the figure below.
The Gryphon
drilling program was designed to refine and improve confidence in
the estimated mineral resources, and collect critical geotechnical,
hydrological, and metallurgical data that may be used to support
future evaluation studies.
Gryphon is
comprised of 24 primarily basement-hosted stacked
lenses referred to as the A-series, B-series, C-series,
D-series and E-series lenses, which are interpreted to be stacked
to form a zone of mineralization measuring approximately 280 metres
long by 113 metres wide, with each lens having variable thicknesses
and generally plunging to the northeast and dipping to the
southeast. Four high-grade domains have been established within the
A1 and D1 lenses. The A1 high-grade domain represents 40% of the
total indicated mineral resources estimated for the deposit;
whereas the combination of the three D1 high-grade domains
represent approximately 10% of the total indicated mineral
resources.
The A1 lens was
the primary focus of the drill program as the high-grade and
low-grade domains contain approximately 50% of the estimated
indicated mineral resource for Gryphon. Several drill holes
intersected the A1 high-grade domain and established additional
continuity within the A-series lenses.
The B and C
series lenses are located below the A series within the center of
the deposit and were also intersected as part of the 2025
delineation program. Together the B and C series lenses account for
approximately 20% of the total estimated indicated mineral
resources.
Several drill
holes encountered significant results, demonstrating the high-grade
nature of Gryphon, including the following results from WR-831D1D2,
which tested the primary lenses and returned the best mineralized
intercepts from the delineation program:
17
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
|
Drill hole intercepts by lens for
WR-831D1D2(1)
|
|
||||
|
Lens
|
From (m)
|
To (m)
|
Length (m)(6)
|
%eU3O8(2)
|
|
|
A4(3)
|
655.6
|
657.3
|
1.7
|
0.87
|
|
|
A3(3)
|
664.9
|
667.3
|
2.4
|
0.20
|
|
|
A2(3)
|
682.5
|
684.3
|
1.8
|
0.76
|
|
|
A1(3)
|
689.3
|
700.3
|
11.0
|
1.76
|
|
|
(includes)(4)
|
692.6
|
694.4
|
1.8
|
3.85
|
|
|
(includes) (4)
|
695.3
|
697.2
|
1.9
|
5.28
|
|
|
B1(3)
|
701.2
|
708.0
|
6.8
|
0.13
|
|
|
B2(3)
|
713.0
|
717.4
|
4.4
|
0.14
|
|
|
B3(3)
|
721.0
|
735.5
|
14.5
|
2.13
|
|
|
(includes) (4)
|
723.9
|
725.7
|
1.8
|
6.38
|
|
|
(includes) (4)
|
727.1
|
727.6
|
0.5
|
2.60
|
|
|
(includes) (4)
|
731.5
|
734.0
|
2.5
|
6.16
|
|
|
B3
(continued)(3)
|
737.5
|
743.8
|
6.3
|
0.91
|
|
|
(includes) (4)
|
740.1
|
740.7
|
0.6
|
3.42
|
|
Notes
(1)
Drill hole orientation (azimuth/dip)
295.8o/-77.0o.
(2)
eU3O8 is
radiometric equivalent uranium from a calibrated total gamma
down-hole probe. All intersections have been sampled for
chemical U3O8 assay.
(3)
Intersection interval is composited above a
cut-off grade of 0.05% eU3O8.
(4)
Intersection interval is composited above a
cut-off grade of 2.0% eU3O8.
(5)
Intersections
with less than 0.5 GT were left out of the table to simplify the
results.
(6)
As most of
the drill holes are oriented steeply toward the northwest and the
basement mineralization is interpreted to dip moderately to the
southeast, the true thickness of the mineralization is expected to
be approximately 85% of the intersection lengths.
Overall, the
delineation program confirmed the current geological
interpretation of the deposit and supported the grade-thickness
(GT) assumptions in the resource block model.
In addition to
testing the A1 lens, the D series lenses were also targeted for
potential mineral resource expansion in 2025 given their
high-grade, structurally controlled nature, and that previous
drilling left the mineralization partially open in the down-plunge
and along-strike directions. Prior to this program, no
significant expansion drilling has occurred proximal to Gryphon
since 2018.
The last
drill hole of the program (WR-837AD2) encountered
high-grade uranium mineralization, which is interpreted to expand
the extent of the D1 zone by ~40 metres in the down-plunge
direction. This drill hole tested a 100-metre gap in the
previous drill hole spacing and justifies further
follow-up drilling to test for additional down-plunge extension of
the mineralization as well as the potential for along strike
continuation. Drill hole WR-836 was also completed in the
expansion area and encountered additional notable uranium
mineralization, which indicates the system is open along strike to
the north.
|
Drill hole intercepts by lens for
WR-836 and WR-837AD2(1)
|
|||||
|
Drill Hole
|
Lens
|
From (m)
|
To (m)
|
Length (m)(5)
|
%eU3O8(2)
|
|
WR-836(1)
|
D1(3)
|
800.3
|
800.8
|
0.5
|
0.40
|
|
WR-837AD2(1)
|
D1(3)
|
834.6
|
836.9
|
2.3
|
1.69
|
|
|
(includes)(4)
|
835.6
|
836.1
|
0.5
|
5.48
|
Notes
(1)
Drill hole orientation (azimuth/dip) for WR-836 is
306.8o/-73.4o and for WR-837AD2
is 311.1o/-71.0o.
(2)
eU3O8
is radiometric equivalent uranium from
a calibrated total gamma down-hole probe. All intersections have
been sampled for chemical U3O8
assay. Assay samples have been sent to
SRC lab for processing.
(3)
Intersection interval is composited above a
cut-off grade of 0.05% eU3O8.
(4)
Intersection interval is composited above a
cut-off grade of 2.0% eU3O8.
(5)
As most of
the drill holes are oriented steeply toward the northwest and the
basement mineralization is interpreted to dip moderately to the
southeast, the true thickness of the mineralization is expected to
be approximately 85% of the intersection lengths.
18
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Exploration Pipeline Properties
During the three
and six months ended June 30, 2025, exploration field programs were
carried out at 10 of Denison’s pipeline properties (three
operated by Denison). Denison’s share of exploration costs
for these properties was $967,000 and $3,552,000, respectively
(June 30, 2024 – $1,361,000 and $5,222,000).
Crawford Lake
The Crawford Lake
Property is 100% owned by the Company. The Crawford Lake property
is located adjacent to the southwestern portion of Wheeler River
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.
A SWML EM survey
was initiated on the property late in the first quarter of 2025 to
better define basement conductivity associated with the CR3
conductive trend and generate targets for future drill testing on
the project. The survey was suspended during the second quarter of
2025, as site access was limited due to road conditions. The survey
resumed and was completed in July.
Hatchet Lake
With the
satisfaction of the conditions of the first option phase of the
Foremost Earn-In in late 2024, Foremost has vested a 14.03% stake
in the Hatchet Lake joint venture from Denison’s share in the
project (joint venture participants are currently Denison (70.15%)
and Trident Resources Corp. (29.85%). Foremost has assumed
operatorship of the project during the Foremost
Earn-In.
In 2024, prior to
entering into the earn-in agreement with Foremost, Denison
completed a diamond drilling program 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 the Tuning Fork area. Significant
alteration and structure was observed in each of the four completed
holes.
Results from
analysis of core samples collected during the 2024 program were
received early in 2025. Samples from drill holes along the
Richardson trend returned strongly anomalous uranium values,
highlighted by hole RL-24-29 which intersected uranium
mineralization grading 0.11% U3O8 over 0.2 metres.
Additionally, lab results returned from the two holes completed at
Tuning Fork (TF-24-11 and TF 24-12) returned anomalous uranium and
elevated levels of boron (up to 5,670 ppm), copper (up to 233 ppm),
nickel (up to 387 ppm), and cobalt (up to 209 ppm). This level of
pathfinder element concentrations is potentially indicative of a
uranium mineralizing system.
Foremost
commenced a drilling program late in the first quarter of 2025,
which was completed during the second quarter. The diamond drill
program, originally planned as an 8-hole, 2,000 metre program,
increased to 10-holes and over 2,400 metres following positive
preliminary results from drill hole TF-25-16, which discovered a
new area of uranium mineralization highlighted by a mineralized
interval of 0.10% eU3O8 over 6.5
metres, including 0.22% eU3O8 over 0.9
metres, within a 15 metre wide zone of alteration. Anomalous
radioactivity was detected directly above and/or below the
unconformity in six of the ten drill holes completed as part of the
drill program. Samples from the mineralized intersections in these
drill holes have been submitted for assay and results are
pending.
CLK
CLK is an
exploration property located in the northeastern area of the
Athabasca Basin and is 100% owned by the Company. Pursuant to the
Foremost Earn-In, Foremost has vested a 20% interest in CLK and has
assumed operatorship of the project.
During the second
quarter of 2025, Foremost completed an airborne geophysical survey.
In total, 771 line-kilometers of electromagnetic surveying using
the MobileMT™ system was completed and data is currently
being processed to identify conductive trends and structural
features associated with known uranium mineralization.
Wolverine
Wolverine is an
exploration property located in the northeastern area of the
Athabasca Basin and is 100% owned by the Company. Pursuant to the
Foremost Earn-In, Foremost has vested a 20% interest in Wolverine
and has assumed operatorship of the project.
19
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
During the second
quarter of 2025, Foremost initiated a surficial radon geochemistry
survey. This targeted geochemical approach leverages the
relationship between radon gas emissions and the presence of
subsurface uranium. The survey grid is designed to cover two
potential faults which may explain the notable unconformity offset
observed on the property.
Murphy Lake North
In January 2025,
the Company completed a transaction with Cosa Resources Corp.
(“Cosa”) pursuant to which Cosa acquired a 70% stake in
Murphy Lake North, entered into a joint venture agreement with
Denison for the project, and has assumed operatorship of the
project, subject to the conditions for retaining Cosa’s
interest as provided for in the acquisition agreement between Cosa
and the Company.
During the six
months ended June 30, 2025, Cosa completed a four-hole drill
program totaling 1,739 metres. The primary objectives of the
program were to locate and define the interpreted strike extension
of the Hurricane (CH1) trend and follow up historical intersections
of weak uranium mineralization on the parallel Cyclone (CH2) trend
to the south. Initial drilling in winter 2025 confirmed that up to
two kilometres of Hurricane trend basement geology is present
within the property. While testing the southern portion of the
Hurricane trend, the fourth and final drill hole of the program
intersected a broad zone of alteration and structure in the lower
sandstone that is open along strike in both
directions.
Late in the
second quarter, Cosa commenced a 3,000-metre follow-up drill
program targeting the Hurricane and Cyclone trends.
Johnston Lake
The Johnston Lake
Property is host to known uranium mineralization along two
under-explored trends, the MJ-1 and Gumboot trends. The focus of
the Company’s exploration activities since 2022 have been on
the MJ-1 trend.
During the first
quarter of 2025, a SWML EM survey was initiated, with a focus on
resolving conductivity associated with a flexure in the western
extension of the MJ-1 trend. The survey was suspended in early
April and resumed late in the second quarter. It is expected to be
completed during the third quarter of 2025.
McClean Lake
Orano initiated
an exploration drilling program focused on the McClean South area
in the first half of 2025. McClean South is located approximately
600 metres to the south of the McClean North deposit, where
the MLJV recently commenced commercial mining using the joint
venture's patented SABRE mining method. Historically two pods of
uranium mineralization, the 8W and 8E pods, were defined along a
conductor in the McClean South area with a new pod (the 8C Pod),
discovered in 2021. The 8C pod hosts low to high-grade uranium
mineralization over 150 metres of strike length between the 8W and
8E Pods.
Twenty-four holes
were completed during the 2025 exploration drilling program for a
total of 6,447 metres, with all holes completed on the 8C and 8W
pods. Based on initial probing results, 14 of the 24 holes
completed during the program intersected uranium mineralization
above a cutoff grade of 0.05% eU3O8. Assay results
for the program are pending. Notable high-grade intersections at
the 8C mineralized pod, include:
●
MCS-77 intersected 7.51%
eU3O8 over
5.4 metres from 165.7 to 171.1 metres (including 10.88%
eU3O8 over 3.7
metres),
●
MCS-80 intersected 3.5% eU3O8 over
11.2 metres from 156.7 to 167.9 metres (including 5.81%
eU3O8 over 6.5
metres), and
●
MCS-84 intersected 1.72%
eU3O8 over 20.6
metres from 150.6 to 170.7 metres (including 4.43%
eU3O8 over 4.0
metres)
Results from the
8W pod were highlighted by the following:
●
MCS-61 and
MCS-64 confirmed mineralization in the sandstone near
surface along the western edge of the 8W pod,
●
MCS-61 intersected 0.15%
eU3O8 over 2.2
metres from 40.3 to 42.5 metres, and
●
MCS-64 intersected 0.21%
eU3O8 over 1.2
metres from 57.6 to 58.8 metres.
The results of
the holes discussed above and the balance of the mineralized
intersections from the 2025 drill program are summarized
below.
20
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
|
2025 McClean Lake Exploration Drilling – Mineralized
Intersections
|
||||||
|
Drill Hole
|
Target area
|
Orientation
(azi/dip)
|
From
(m)
|
To
(m)
|
Length (m)(1)
|
%eU3O8(2)
|
|
MCS-61
|
8W
|
345°/-75°
|
40.3
|
42.5
|
2.2
|
0.15
|
|
MCS-62
|
8C
|
345°/-77°
|
173.9
|
176.9
|
3.0
|
0.52
|
|
including
|
-
|
-
|
175.6
|
176.0
|
0.4
|
1.71
|
|
MCS-63
|
8W
|
330°/-75°
|
174.3
|
175.6
|
1.3
|
0.31
|
|
MCS-64
|
8W
|
330°/-75°
|
57.6
|
58.8
|
1.2
|
0.21
|
|
MCS-67A
|
8C
|
340°/-70°
|
172.0
|
174.9
|
2.9
|
0.28
|
|
MCS-67A
|
-
|
-
|
175.9
|
183.2
|
7.3
|
0.29
|
|
MCS-67A
|
-
|
-
|
183.7
|
187.3
|
3.6
|
0.62
|
|
including
|
-
|
-
|
185.6
|
186.8
|
1.2
|
1.58
|
|
MCS-71
|
8C
|
348°/-80°
|
168.5
|
169.7
|
1.2
|
0.18
|
|
MCS-74
|
8C
|
345°/-80°
|
153.8
|
156.3
|
2.5
|
0.14
|
|
MCS-74
|
8C
|
-
|
157.2
|
164.7
|
7.5
|
0.24
|
|
MCS-74
|
8C
|
-
|
165.7
|
168.5
|
2.8
|
0.31
|
|
MCS-76
|
8C
|
349°/-80°
|
173.8
|
175.2
|
1.4
|
0.15
|
|
MCS-77
|
8C
|
345°/-80°
|
165.7
|
171.1
|
5.4
|
7.51
|
|
including
|
-
|
-
|
166.5
|
170.2
|
3.7
|
10.88
|
|
MCS-78
|
8C
|
345°/-83°
|
164.4
|
166.4
|
2.0
|
0.41
|
|
including
|
-
|
-
|
165.5
|
166.0
|
0.5
|
1.08
|
|
MCS-79
|
8C
|
345°/-78°
|
164.2
|
170.1
|
5.9
|
0.75
|
|
including
|
-
|
-
|
167.2
|
168.8
|
1.6
|
1.51
|
|
MCS-80
|
8C
|
346°/-80°
|
156.7
|
167.9
|
11.2
|
3.50
|
|
including
|
-
|
-
|
158.6
|
165.1
|
6.5
|
5.81
|
|
MCS-81
|
8C
|
345°/-77°
|
168.2
|
169.8
|
1.6
|
0.32
|
|
MCS-84
|
8C
|
345°/-90°
|
150.1
|
170.7
|
20.6
|
1.72
|
|
including
|
-
|
-
|
153.9
|
157.9
|
4.0
|
2.70
|
|
including
|
-
|
-
|
166.0
|
170.0
|
4.0
|
4.43
|
Notes
(1)
Lengths
indicated represent the down-hole length of mineralized
intersections.
(2)
Interval is composited above a cut-off grade of
0.05% eU, which corresponds to 0.06% eU3O8.
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. The Moon Lake South project is a joint venture between
Denison (75%) and CanAlaska Uranium Ltd. (25%). Denison is the
project operator.
The project hosts
three mineralized showings, the most significant of which was
discovered during the winter of 2023, where high-grade uranium
mineralization grading 2.46% U3O8 over 8.0 metres,
was encountered approximately 30 metres above the
unconformity.
The planned
exploration program for 2025 consists of a single line of SWML
surveying oriented perpendicular to previous surveys, designed to
resolve any potential conductivity associated with a
northwest-trending resistivity low feature found coincident with a
magnetic low trend. Line cutting to support the survey was
completed during the first quarter of 2025. Surveying has commenced
early in the third quarter of 2025.
Waterfound
Waterfound is a
joint venture between Orano Canada (62.42%), JCU (25.8%) and
Denison (11.78%) and is operated by Orano Canada.
21
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The project is
located along the LaRocque Lake corridor, which hosts high-grade
uranium mineralization at Hurricane (IsoEnergy), the western
extension of Hurricane on the Cameco-operated Dawn Lake JV, and at
the LaRocque Lake zone on the Dawn Lake JV (Cameco). Waterfound
hosts two additional zones of high-grade uranium mineralization:
the Alligator and Crocodile Zones. Since the discovery of the
Crocodile Zone (4.75% eU3O8 over 13.3 metres)
in the winter of 2022, all exploration activity at Waterfound has
focused on drilling the D-1 North trend, which hosts both Alligator
and Crocodile.
The 2025
exploration diamond drill program was designed to continue the
evaluation of the D-1 North conductor, and nineteen holes were
completed for 11,153 metres during the first quarter. Borehole EM
surveys were completed on 15 of the 19 completed holes to
characterize the conductive response along the D-1 North trend to
further refine and resolve the position of the D-1 North conductor,
which is interpreted to be the main control on mineralization at
Alligator and Crocodile.
Elevated
radioactivity was encountered in the majority of holes completed
during the winter drilling program. Based on initial probing
results, uranium mineralization exceeding a cutoff grade of 0.05%
eU3O8 was encountered
in three of the completed drill holes. Assay results are
pending.
Wolly
The Wolly project
is a joint venture between Orano (65.88%), JCU (12.78%), and
Denison (21.34%). The project was initiated by Gulf Minerals in
1968, and the current operator is Orano Canada. Deposits that have
been discovered on the Wolly project were later partitioned into
the McClean Lake property, including JEB, McClean North/South, and
the Sue deposits. Over 980 drill holes have been completed on the
Wolly property, and over 150,000 metres have been
drilled.
Orano carried out
an exploration diamond drilling program during the first half of
2025, which completed in April, designed to evaluate two areas:
Collins Creek and Emperor. At Collins Creek, historical drilling
identified anomalous uranium along the trend, which could
potentially host uranium pods similar to those found at McClean
North and South. The Emperor trend represents the E-NE strike
extension of the geological trend that hosts the Tamarack deposit
(historic resource of 17.9 million pounds grading 4.42%
U3O8), which is
located approximately 1,200 metres to the west on the
Cameco-operated Dawn Lake property.
During the six
months ended June 30, 2025, 3,987 metres were drilled in fifteen
holes, with twelve holes completed at Collins Creek, and an
additional three holes completed at the Emperor trend. Based on
initial probing results, two of the holes completed at Collins
Creek intersected low-grade unconformity-associated uranium
mineralization exceeding a cutoff grade of 0.05% eU3O8, while all three
holes completed at Emperor identified low-grade mineralization
above a 0.05% eU3O8 cutoff. Assay
results for the program are pending.
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and
administrative expenses were $4,603,000 and $9,346,000,
respectively, during the three and six months ended June 30, 2025
(June 30, 2024 – $3,741,000 and $7,325,000). 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 compared to the
prior year periods is 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 six months ended June 30, 2025, the Company recognized other
income of $32,822,000 and $5,415,000, respectively (June 30, 2024
– other expense of $4,596,000 and $9,678,000).
The main drivers
of the other income/expense are as follows:
Fair value gains 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 previous years, the Company
sold 300,000 pounds of U3O8 at a weighted
average price of $111.66 (US$82.25) per pound U3O8. As at June 30,
2025, the Company held 2,200,000 pounds of U3O8.
22
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
During the three
months ended June 30, 2025, the spot price of U3O8 increased from
$92.65 (US$64.45) per pound U3O8 at March 31,
2025, to $107.10 (US$78.50) per pound U3O8 at June 30, 2025,
resulting in a fair value of the Company’s uranium
investments of $235,615,000 and a mark-to-market gain of
$31,776,000 (three months ended June 30, 2024 –
mark-to-market loss of $80,000). During the six months ended June
30, 2025, the spot price of U3O8 increased from
$105.40 (US$73.00) per pound U3O8 at December 31,
2024, to $107.10 (US$78.50) per pound U3O8 at June 30, 2025,
resulting mark-to-market gain of $4,527,000 on the Company’s
uranium holdings (six months ended June 30, 2024 –
mark-to-market loss $5,757,000).
During the second
quarter of 2025, the Company entered into commitments to sell
300,000 pounds of U3O8 at an average
price of US$76.00 per pound U3O8. These
transactions closed early in the third quarter.
Fair value gains/losses on portfolio investments
During the three
and six months ended June 30, 2025, the Company recognized a gain
of $1,620,000 and $2,101,000, respectively, on portfolio
investments carried at fair value (June 30, 2024 – loss of
$2,628,000 and $3,424,000). 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 are convertible at Denison’s option into common shares of
F3 at a conversion price of $0.56 per share. During the third
quarter of 2024, F3 completed an arrangement whereby F3 transferred
17 prospective uranium exploration projects to F4 Uranium Corp.
(‘F4’). As a result of the spin out, for the conversion
price of $0.56, Denison will now receive one share of F3 and
1/10th of
a share of F4 on conversion of the debentures. 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 six months ended June 30, 2025, the Company recognized a
mark-to-market gain of $270,000 and a loss of $508,000,
respectively (June 30, 2024 – mark-to-market loss of
$2,074,000 and $1,435,000) on its investments in the debentures.
For the three months ended June 30, 2025, the gain was primarily
due to an increase in the F3 share price from March 31, 2025 to
June 30, 2025, as well as a decrease in the credit spread, which
led to an increase in the value of the debentures’ embedded
conversion option. For the six months ended June 30, 2025, the loss
was primarily due to a lower F3 share price from December 31, 2024
to June 30, 2025, as well as a higher credit spread, which led to a
decrease in the value of the debentures’ embedded conversion
option.
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 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, of which the Company has
collected US$12,400,000 to-date. 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 an
arbitration award while UI is in compliance with its obligations
under the RA.
During the three
and six months ended June 30, 2025, the Company received US$300,000
and US$600,000, respectively from UI (June 30, 2024 – US$nil
and US$300,000), of which a portion relates to reimbursement of
legal and other expenses incurred by Denison. During the three and
six months ended June 30, 2025, as a result of the payments
received, the Company recorded gains related to the Mongolia sale
receivable of $415,000 and $846,000, respectively (June 30, 2024
– $nil and $396,000). This receivable is recorded at fair
value at each period end (June 30, 2025 and December 31, 2024
– $nil).
23
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Foreign exchange losses/gains
During the three
and six months ended June 30, 2025, the Company recognized a
foreign exchange loss of $1,110,000 and $1,127,000, respectively
(June 30, 2024 – gain of $477,000 and $1,111,00). The foreign
exchange loss is predominantly due to the impact of the changes in
the US dollar to Canadian dollar exchange rate during the quarter
on US dollar cash balances.
EQUITY SHARE OF LOSS FROM INVESTMENT IN ASSOCIATES
During the three
and six months ended June 30, 2025, the Company recorded its equity
share of loss from investments in associates (Foremost and Cosa) of
$1,359,000 and $1,499,000 (June 30, 2024 – $nil). The Company
records its share of the change in the net assets of Foremost and
Cosa one quarter in arrears, based on the most available public
financial information, adjusted for any subsequent material
accounting differences between Foremost, Cosa and the
Company.
EQUITY SHARE OF LOSS FROM JOINT VENTURES
During the three
and six months ended June 30, 2025, the Company recorded its equity
share of loss from JCU of $426,000 and $937,000, respectively (June
30, 2024 – loss of $547,000 and $1,128,000). The Company
records its share of income or loss from JCU one month in arrears,
based on the most recent available financial information, adjusted
for any subsequent material transactions that have
occurred.
Cash and cash
equivalents were $54,533,000 at June 30, 2025 (December 31, 2024
– $108,518,000).
The decrease in
cash and cash equivalents of $53,985,000 was due to net cash used
in operations of $39,844,000, cash used in investing activities of
$12,472,000 and net cash used in financing activities of $329,000,
as well as a foreign exchange effect on cash and cash equivalents
of $1,340,000.
Net cash used in
operating activities of $39,844,000 was primarily due to the net
loss for the period adjusted for non-cash items, including fair
value adjustments.
Net cash used in
investing activities of $12,472,000 was primarily due to an
increase in property, plant & equipment relating to milestone
payments for long lead items for the Wheeler River project, an
increase in restricted cash due to the Company’s funding the
Elliot Lake reclamation trust fund, and the purchase of investments
in associates related to Cosa.
Net cash used in
financing activities of $329,000 includes payments for debt
obligations and transaction costs from the issuance of flow-through
shares at the end of 2024, offset by proceeds received from the
exercise of 125,001 shares upon the exercise of employee stock
options.
Use of Proceeds
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 June 30, 2025, the Company’s
use of proceeds from this offering was in line with that disclosed
in the October 2023 Prospectus Supplement.
2024 Flow Through Financing
As at June 30,
2025, the Company estimates it has spent approximately $9,746,000
of its obligation to spend $14,100,000 on eligible Canadian
exploration expenditures related to the 2024 flow through
financing. The remaining balance of $4,354,000 is expected to be
spent by December 31, 2025.
24
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Revolving Term Credit Facility
On December 18,
2024, 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, 2026 (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.
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
June
30
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(883)
|
$
|
(913)
|
$
|
(3,820)
|
$
|
(2,608)
|
|
Share-based
compensation
|
|
(668)
|
|
(900)
|
|
(1,612)
|
|
(1,653)
|
|
|
$
|
(1,551)
|
$
|
(1,813)
|
$
|
(5,432)
|
$
|
(4,261)
|
The increase in
key management compensation in the six months ended June 30, 2025,
as compared to the prior period, is predominantly driven by an
increase in the annual bonuses for key management personnel. Early
in 2024, the size of the key management group increased from five
to nine, and the current six-month period is the first time annual
bonuses were declared for this expanded group.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements.
OUTSTANDING SHARE DATA
Common Shares
At August 7,
2025, there were 896,552,876 common shares issued and outstanding
and a total of 911,613,461 common shares on a fully-diluted
basis.
Stock Options and Share Units
At August 7,
2025, there were 6,951,499 stock options, and 8,109,086 share units
outstanding.
25
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
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 Mines services. The Company is now solely
focused on care and maintenance of its own legacy mine
sites.
Refer to the
Company’s annual MD&A for the year ended December 31,
2024 and the MD&A for the three months ended March 31, 2025 for
a detailed discussion of the previously disclosed 2025 budget and
outlook.
During the second
quarter of 2025, the Company increased its outlook for
‘Evaluation – Phoenix’ expenditures by $463,000
due to higher than budgeted legal fees related to agreement
negotiations as well as an increase in engineering and construction
management costs, partly offset by a decrease in pre-construction
EA commitment field program costs and a decrease in employee costs
due to a change in the estimated hiring dates for new positions.
The outlook for ‘Evaluation – Other’ expenditures
has been decreased by $4,715,000 due to the deferral of certain
proposed evaluation activities at Waterbury and Gryphon. Finally,
the Company has also increased its outlook for ‘Capital
Additions from Phoenix Long Lead Procurement’ by $1,012,000
due to changes in estimated milestone payments on long lead
items.
|
(in
thousands)
|
|
PREVIOUS 2025
OUTLOOK(2)
|
CURRENT 2025 OUTLOOK(2)
|
Actual to
June 30, 2025(3)
|
|
Mining Segment
|
|
|
|
|
|
Development &
Operations
|
|
(17,493)
|
(17,493)
|
(6,841)
|
|
Exploration
|
|
(18,082)
|
(18,082)
|
(10,486)
|
|
Evaluation -
Phoenix
|
|
(38,802)
|
(39,265)
|
(15,317)
|
|
Evaluation -
Other
|
|
(16,956)
|
(12,241)
|
(5,061)
|
|
Capital Additions
from Phoenix Long Lead Procurement
|
|
(76,613)
|
(77,625)
|
(7,126)
|
|
JCU Cash
Contributions
|
|
-
|
-
|
-
|
|
|
|
(167,946)
|
(164,706)
|
(44,831)
|
|
Corporate and Other Segment
|
|
|
|
|
|
Corporate
Administration & Other
|
|
(6,674)
|
(6,674)
|
(4,937)
|
|
|
|
(6,674)
|
(6,674)
|
(4,937)
|
|
Total(1)
|
|
$ (174,620)
|
$ (171,380)
|
$ (49,768)
|
Notes:
1.
Only material operations
shown.
2.
As discussed in Wheeler River
Uranium Project above, the outlook reflects Denison funding 100% of
expenditures for the WRJV.
3.
The outlook 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 three and six months ended June 30, 2025, actual amounts
reported above includes capital additions of $10,453,000,
repayments from UI of $846,000, and excludes $157,000 net impact of
non-cash items and other adjustments.
CONTROLS AND PROCEDURES
Management is
responsible for the design, implementation and operating
effectiveness of internal control over financial reporting. Under
the supervision of the Chief Executive Officer and Chief Financial
Officer, management evaluated the design and effectiveness of the
Company’s internal control over financial reporting as of
June 30, 2025. In making the assessment, management used the
criteria set forth in Internal Control - Integrated Framework
(2013), issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on a review of internal control
procedures at the end of the period covered by this MD&A,
management determined internal control over financial reporting was
appropriately designed as at June 30, 2025.
26
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Management is
also responsible for the design and effectiveness of disclosure
controls and procedures. The Company’s Chief Executive
Officer and Chief Financial Officer have each evaluated the
effectiveness of the Company’s disclosure controls and
procedures as at June 30, 2025 and have concluded that these
disclosure controls and procedures were appropriately designed and
operating effectively as at June 30, 2025.
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 NI 43-101, has prepared and/or reviewed
and confirmed the scientific and technical disclosure.
For more
information regarding Denison’s material project, the Wheeler
River project, you are encouraged to refer to 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. The technical report is 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 information regarding Denison’s other project interests,
more information is available on the Company’s
website.
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, 2025, 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 (www.sec.gov/edgar).
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 2025
and beyond; exploration, development and expansion programs, plans
and objectives, including 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 regarding
uranium mining on the McClean Lake property, including anticipated
timing and budgets; results of, and estimates and assumptions
within, the Midwest PEA, the interpretations thereof and
expectations therefor therefore; expectations regarding the toll
milling of Cigar Lake ores, including projected annual production
volumes; Denison’s land position; expectations regarding
Denison’s joint venture ownership interests and the
continuity of its agreements with its partners; expectations
regarding agreements with third parties, including Foremost,
Grounded Lithium, Cosa, and F3; Denison’s expectations with
respect the exploration and evaluation of the KLP; 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.
27
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
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.
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.
28
Exhibit
99.3
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 June 30, 2025.
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 April 1, 2025 and
ended on June 30, 2025 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
August 7, 2025
(signed)
"David Cates"
Name:
David
Cates
Title:
President and
Chief Executive Officer
Exhibit 99.4
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 June 30, 2025.
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 April 1, 2025 and
ended on June 30, 2025 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
August 7, 2025
(signed)
"Elizabeth Sidle"
Name:
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 Q2
2025,
Highlighted by Return to Uranium Production at McClean Lake and
Provincial Approval of Wheeler River Environmental
Assessment
Toronto, ON – August 7,
2025. 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 six months ended June
30, 2025. 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).
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, “This summer has been highly productive for
Denison. We’ve achieved key milestones at McClean Lake and
Wheeler River and delivered results on multiple projects that
showcase the potential to add value within our portfolio of leading
Athabasca Basin development projects.
We marked our return to uranium production and inaugurated a new
source of Canadian uranium, with the newly commissioned McClean
North SABRE mine commencing mining operations in June and the
McClean Lake mill processing the first recovered ore and packaging
finished yellowcake product in July. We look forward to further
reporting on the results from the McClean Lake Joint Venture in the
coming quarters and marketing our share of production.
At our flagship Wheeler River project, the Province of Saskatchewan
issued a Ministerial Approval for the Environmental Assessment
(‘EA’), which approval represents one of the final
regulatory milestones necessary for Denison to commence
construction of the planned Phoenix In-Situ Recovery
(‘ISR’) mine. The Canadian Nuclear Safety Commission
(‘CNSC’) has already scheduled public hearings for
Wheeler River this fall, where we will seek to obtain approval of
the Federal EA and the Federal License to Prepare the Site &
Construct. After several years of permitting efforts, we are now
truly in the final months of the process. Similarly, our
engineering design efforts are nearing completion, with 80% total
engineering completed, including several scopes planned for the
first year of construction approaching 100% total
engineering.
We also reported positive exploration results at Wheeler
River’s Gryphon deposit, where we carried out the first
follow-up drill program since 2018. While the focus of the program
was on mineral resource delineation, we also tested a handful of
resource expansion targets and are very pleased that drilling has
identified additional high-grade mineralization beyond the defined
extent of the D-series of lenses.
Lastly, in recent days we reported the results
of a Preliminary Economic Assessment (‘PEA’) for the
use of ISR mining at the Midwest Joint Venture’s Midwest Main
deposit. The PEA incorporates results from multiple successful
field test programs and outlines the potential for the project to
have an all-in cost of production amongst the lowest cost uranium
mines in the world, generating an impressive internal rate of
return over 80% and an NPV attributable to Denison’s
ownership interest of over $240 million.”
Highlights
■
Announced
First Production at McClean Lake North using SABRE
Mining
In July 2025, the
McClean Lake Joint Venture (‘MLJV’) announced the
successful start of uranium mining operations at the McClean North
deposit using the joint venture’s patented Surface Access
Borehole Resource Extraction (‘SABRE’) mining method.
Mining operations commenced in June, with approximately 250 tonnes
of high-grade ore estimated to have been recovered from the first
mining cavity. Processing of recovered ore commenced at the McClean
Lake mill in the third quarter.
In July 2025,
Denison received Ministerial approval under The Environmental Assessment Act of
Saskatchewan to proceed with the development of the Wheeler River
Uranium Project, as outlined in the final provincial Environmental
Assessment submitted for final approval in late 2024. The
provincial EA is substantially similar to the Federal EA, which was
accepted as final by the Canadian Nuclear Safety Commission in
December 2024. Approval of the provincial EA represents one of the
final regulatory milestones necessary for Denison to commence
construction of the planned Phoenix In-Situ Recovery
(‘ISR’) mine.
Remaining
regulatory requirements to commence construction include receipt of
the Provincial Pollutant Control Facility Permit, as well as the
Federal approval of the EA and receipt of the Federal License to
Prepare the Site & Construct. Both outstanding Federal
approvals are the subject of the CNSC public hearings scheduled for
the Project in October and December 2025.
■
Achieved
Approximately 80% Completion of Total Engineering for
Phoenix
Detailed design
engineering for the proposed ISR mine project at the Phoenix
deposit (‘Phoenix’) commenced in early 2024 and
continues to be on track for substantial completion prior to the
commencement of construction, which is currently expected to occur
following a final investment decision (‘FID’) during
the first half of 2026.
Total engineering
is significantly advanced with approximately 80% estimated to be
completed by June 30, 2025, including several scopes planned for
the first year of construction approaching 100% total
engineering.
■
Discovery
of Additional High-Grade Mineralization at Wheeler River Gryphon
Deposit
Additional
high-grade uranium mineralization, located approximately 40 metres
outside of the previously estimated mineralized domain associated
with the D1 lens, was discovered as part of a highly successful
delineation drill program carried out at the Gryphon uranium
deposit (‘Gryphon’) during the first half of 2025.
Drill hole WR-837AD2 intersected 2.3 metres at 1.69% eU3O8 including 0.5
metres at 5.48% eU3O8 in the down
plunge direction from the previously defined D1 lens. This area
remains open for further expansion down-plunge and along strike to
the northeast.
Gryphon is
situated approximately 3 km northwest of Phoenix on Denison’s
95% owned Wheeler River property in northern Saskatchewan. In
addition to the discovery of additional mineralization, the results
from the delineation drilling program are expected to add
confidence to the previously estimated mineral resources for
Gryphon, having confirmed the geological interpretation of the
deposit and intersecting uranium grades in line with
expectations.
■
Midwest
Preliminary Economic Assessment Showcases Robust Results from ISR
Mining
The PEA outlines
total ISR mine production from the Midwest Main deposit (100%
basis) of 37.4 million pounds U3O8 over an
approximately 6-year mine life with processing at the nearby McClean Lake
mill, resulting in annual average production of nearly 6.1
million pounds U3O8, an after-tax
base-case NPV of $965 million, and after-tax base-case IRR of
82.7%. Initial capital costs are estimated at $254 million, with
average life of mine cash operating costs estimated to be
USD$11.69/lb. U3O8 and all-in costs
(including initial capital, sustaining capital, operating and
decommissioning costs) estimated to be USD$25.78/lb. U3O8. See the press
release dated August 6, 2025 for further details.
Midwest is a
joint venture owned by Denison (25.17%) and Orano Canada Inc.
(‘Orano Canada’) (74.83%), and is located approximately
25 kilometers, by existing roads, from the Denison (22.5%) and
Orano Canada (77.5%) owned McClean Lake uranium mill.
The PEA is
preliminary in nature, includes mineral resources that are
considered too speculative geologically to have the economic
considerations applied to them that would allow them to be
categorized as mineral reserves, mineral resources that are not
mineral reserves do not have demonstrated economic viability, and
there is no certainty that the PEA will be realized.
■
Discovery
of Additional High-Grade Mineralization at McClean
South
Several
significant new intercepts of shallow high-grade uranium
mineralization were discovered at the McClean
South zone (‘McClean South’), on the
Company’s 22.5%-owned McClean Lake project (‘McClean
Lake’) in northern Saskatchewan, during a 6,400-metre
exploration drilling program completed during the first half of
2025. Orano Canada (MLJV operator), reported uranium mineralization
measuring greater than 0.05% eU (0.06% eU3O8) was intersected
in 14 of 24 drill holes completed during the program. The results
are interpreted to have successfully confirmed the continuity of
mineralization and expanded the footprint of the 8W and 8C pods.
McClean South is located approximately 600 metres south of the
McClean North deposit.
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 leading uranium mining, development, and exploration
company with interests focused in the Athabasca Basin region of
northern Saskatchewan, Canada. Denison 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 feasibility study was
completed for the Phoenix deposit as an ISR mining operation, and
an update to the previously prepared 2018 Pre-Feasibility Study 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 are nearing completion with approval of the
project’s EA received from the Province of Saskatchewan and
CNSC hearing dates set in the fall of 2025 for Federal approval of
the EA and project construction license.
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
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 ~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%).
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.
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
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
Follow Denison on
Twitter
@DenisonMinesCo
Non-GAAP Financial Measures
This news release
includes certain terms or performance measures commonly used in the
mining industry that are not defined under International Financial
Reporting Standards (‘IFRS’). Such non-GAAP performance
measures, including operating costs and sustaining costs, are
included because it understands that investors use this information
to determine the Company’s ability to generate earnings and
cash flows. The Company believes that conventional measures of
performance prepared in accordance with IFRS do not fully
illustrate the ability of mines to generate cash flows. Non-GAAP
financial measures should not be considered in isolation as a
substitute for measures of performance prepared in accordance with
IFRS and are not necessarily indicative of operating costs,
operating profit or cash flows presented under IFRS.
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 the Phoenix feasibility
study, Gryphon pre-feasibility study, and the Wheeler River
engineering and technical de-risking process for the proposed ISR
operation for the Phoenix deposit; expectations with respect to the
EA and Licensing and permitting for proposed operations at Wheeler
River, including the CNSC public hearings; expectations with
respect to mine development and operations on the Wheeler River
property, including discussions of an FID and timing for
construction and achievement of first production; expectations
regarding the restart of mining operations at, and production from,
McClean Lake; projections and expectations with respect to the
Company’s other projects, including those assumed and
interpreted for the Midwest PEA; expectations regarding the
performance of the uranium market and global sentiment regarding
nuclear energy; and expectations regarding Denison’s joint
venture ownership interests. 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 its
technical studies 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 Annual Information Form dated March 25, 2025
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.
Cautionary Note to United States Investors Concerning Estimates of
Mineral Resources and Mineral Reserves:
This news release
may use the terms ‘measured’, ‘indicated’
and ‘inferred’ mineral resources. United States
investors are advised that such terms have been prepared in
accordance with the definition standards on mineral reserves of the
Canadian Institute of Mining, Metallurgy and Petroleum referred to
in NI 43-101 and are recognized and required by Canadian
regulations. ‘Inferred mineral resources’ have a great
amount of uncertainty as to their existence, and as to their
economic and legal feasibility. Under Canadian rules, estimates of
inferred mineral resources may not form the basis of feasibility or
other economic studies. United States investors are cautioned not
to assume that all or any part of an inferred mineral resource
exists and/or will ever be upgraded to a higher category, nor
assume that all or any part of measured or indicated mineral
resources will ever be converted into mineral
reserves.
Effective
February 2019, the United States Securities and Exchange Commission
(‘SEC’) adopted amendments to its disclosure rules to
modernize the mineral property disclosure requirements for issuers
whose securities are registered with the SEC under the Exchange Act
and as a result, the SEC now recognizes estimates of
‘measured mineral resources’, ‘indicated mineral
resources’ and ‘inferred mineral resources’. In
addition, the SEC has amended its definitions of ‘proven
mineral reserves’ and ‘probable mineral reserves’
to be ‘substantially similar’ to the corresponding
definitions under the CIM Standards, as required under NI 43-101.
However, information regarding mineral resources or mineral
reserves in Denison's disclosure may not be comparable to similar
information made public by United States companies.