Denison Mines Corp 6-K, filed Aug 14, 2026
Denison Mines Corp. (DNN)
6-K
2026-08-14
For: 2026-08-12
View Original
Added on
August 14, 2026
About this 6-K
Denison Mines Corp filed this 6-K on August 14, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: August 14, 2026
Commission File Number: 001-33414
Denison Mines Corp.
(Name of
registrant)
1100-40 University Avenue
Toronto Ontario
M5J 1T1 Canada
(Address of
principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form
40-F.
Form
20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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DENISON MINES
CORP.
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/s/ Amanda Willett
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Date: August 14,
2026
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Amanda
Willett
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Vice
President Legal and Corporate Secretary
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FORM 6-K
EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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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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|||||||
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At June
30
2026
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At December
31
2025
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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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465,289
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$
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465,918
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Trade and other
receivables
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7,376
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5,332
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Inventories (note
5)
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16,456
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12,267
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Investments-equity
instruments (note 6)
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12,097
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11,961
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Investments–uranium
(note 6)
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72,274
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61,560
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Prepaid expenses
and other
|
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4,913
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3,195
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578,405
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560,233
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Non-Current
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Inventories-ore
in stockpiles (note 5)
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2,098
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2,098
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Investments-equity
instruments (note 6)
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5,918
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5,951
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Investments-uranium
(note 6)
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42,160
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128,716
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Investments-debt
instruments (note 6)
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11,923
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11,768
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Capped Call
derivative options (note 12)
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56,754
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47,993
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Investments-joint
venture (note 7)
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19,457
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19,450
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Restricted cash
and investments
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11,198
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11,830
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Property, plant
and equipment (note 8)
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385,370
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316,926
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Other long-term
assets
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1,067
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1,109
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Total
assets
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$
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1,114,350
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$
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1,106,074
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LIABILITIES
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Current
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Accounts payable
and accrued liabilities (note 9)
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$
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55,313
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$
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41,202
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Current portion
of long-term liabilities:
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Deferred revenue
(note 10)
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4,500
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4,517
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Reclamation
obligations (note 11)
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1,085
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1,060
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Other
liabilities
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577
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5,342
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61,475
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52,121
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Non-Current
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Deferred revenue
(note 10)
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36,051
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35,628
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Reclamation
obligations (note 11)
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36,538
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33,544
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Convertible Notes
(note 12)
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687,272
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612,164
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Other
liabilities
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2,540
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2,658
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Deferred income
tax liability
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1,569
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1,589
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Total
liabilities
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825,445
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737,704
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EQUITY
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Share capital
(note 13)
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1,693,052
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1,683,831
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Contributed
surplus
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76,567
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76,229
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Deficit
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(1,482,604)
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(1,393,288)
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Accumulated other
comprehensive income (note 15)
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1,890
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1,598
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Total
equity
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288,905
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368,370
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Total
liabilities and equity
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$
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1,114,350
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$
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1,106,074
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Issued and
outstanding common shares (note 13)
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905,139,960
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901,610,950
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Commitments
and contingencies (note 20)
Subsequent
events (note 21)
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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 LOSS AND COMPREHENSIVE
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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2026
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2025
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2026
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2025
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REVENUES (note 16)
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$
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720
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$
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1,276
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$
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1,826
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$
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2,651
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EXPENSES
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Operating
expenses (note 16)
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(1,313)
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(1,386)
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(2,775)
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(2,609)
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Exploration (note
16)
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(2,727)
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(2,510)
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(9,228)
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(10,564)
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Evaluation (note
16)
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(7,175)
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(11,106)
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(15,277)
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(20,136)
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Mine development
(note 16)
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(529)
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-
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(1,988)
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-
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General and
administrative (note 16)
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(6,565)
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(4,603)
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(12,405)
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(9,346)
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Other
income/(loss) (note 15)
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1,394
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32,822
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7,962
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5,415
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(16,915)
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13,217
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(33,711)
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(37,240)
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Income
(loss) before net finance expense, equity accounting and
taxes
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(16,195)
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14,493
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(31,885)
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(34,589)
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Finance
(expense)/income, net (note 15)
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43,022
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(293)
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(60,111)
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(118)
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Equity share of
gain/(loss) of investment in associates (note 6)
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(745)
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(1,359)
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(961)
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(1,499)
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Equity share of
loss of joint venture (note 7)
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(539)
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(426)
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(1,109)
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(937)
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Income (loss)
before taxes
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25,543
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12,415
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(94,066)
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(37,143)
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Deferred Income
tax recovery (note 17)
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|
20
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|
83
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4,750
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6,107
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Net income (loss)
for the period
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$
|
25,563
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$
|
12,498
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$
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(89,316)
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$
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(31,036)
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Other
comprehensive loss:
|
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Items that are or
may be subsequently reclassified to loss:
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Foreign
currency translation change
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|
184
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|
(188)
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292
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|
(190)
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Comprehensive
income (loss) for the period
|
$
|
25,747
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$
|
12,310
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$
|
(89,024)
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$
|
(31,226)
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Continuing
operations net income (loss) per share:
|
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|
|
Basic and
diluted:
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$
|
0.03
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$
|
0.01
|
$
|
(0.10)
|
$
|
(0.03)
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Weighted-average
number of shares outstanding (in thousands):
|
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|
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|
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|
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Basic
|
|
903,994
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|
896,322
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|
904,885
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|
896,049
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|
Diluted
|
|
914,375
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|
903,172
|
|
904,885
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|
896,049
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|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
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||||||||
2
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
|
(Unaudited -
Expressed in thousands of CAD dollars)
|
|
|||||||||||||||
|
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|
|
Six
Months Ended
June
30
|
|
|||||||||||
|
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|
2026
|
|
2025
|
|
|||||||
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|
|||||||
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Share capital (note 13)
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|
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|
|||||||
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Balance-beginning
of period
|
|
|
|
|
$
|
1,683,831
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$
|
1,665,189
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|
|||||||
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Shares issued,
net of issue costs
|
|
|
|
|
|
1,493
|
|
108
|
|
|||||||
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Share options
exercised-cash
|
|
|
|
|
|
4,059
|
|
165
|
|
|||||||
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Share options
exercised-transfer from contributed surplus
|
|
|
|
2,027
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|
84
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|
|||||||||
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Share units
exercised-transfer from contributed surplus
|
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|
1,642
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|
928
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|
|||||||||
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Balance-end of
period
|
|
|
|
|
|
1,693,052
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|
1,666,474
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|
|||||||
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|
|||||||
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Contributed surplus
|
|
|
|
|
|
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|
|||||||
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Balance-beginning
of period
|
|
|
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|
76,229
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|
73,311
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|
|||||||
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Share-based
compensation expense (note 14)
|
|
|
|
|
|
4,007
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|
2,486
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|
|||||||
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Share options
exercised-transfer to share capital
|
|
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|
(2,027)
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(84)
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|||||||
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Share units
exercised-transfer to share capital
|
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(1,642)
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|
(928)
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|||||||
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Balance-end of
period
|
|
|
|
|
|
76,567
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|
74,785
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|
|||||||
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|
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|
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|
|||||||
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Deficit
|
|
|
|
|
|
|
|
|
|
|||||||
|
Balance-beginning
of period
|
|
|
|
|
|
(1,393,288)
|
|
(1,176,000)
|
|
|||||||
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Net
loss
|
|
|
|
|
|
(89,316)
|
|
(31,036)
|
|
|||||||
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Balance-end of
period
|
|
|
|
|
|
(1,482,604)
|
|
(1,207,036)
|
|
|||||||
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|
|
|
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|
|||||||
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Accumulated
other comprehensive income (note 15)
|
|
|
|
|
|
|
|
|||||||||
|
Balance-beginning
of period
|
|
|
|
|
|
1,598
|
|
1,822
|
|
|||||||
|
Foreign currency
translation
|
|
|
|
|
|
292
|
|
(190)
|
|
|||||||
|
Balance-end of
period
|
|
|
|
|
|
1,890
|
|
1,632
|
|
|||||||
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|
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|
|||||||
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Total Equity
|
|
|
|
|
|
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|
|
|
|||||||
|
Balance-beginning
of period
|
|
|
|
|
$
|
368,370
|
$
|
564,322
|
|
|||||||
|
Balance-end of
period
|
|
|
|
|
$
|
288,905
|
$
|
535,855
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
|
|
|||||||||||||||
3
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
|
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited -
Expressed in thousands of CAD dollars)
|
||||||||
|
|
|
|
|
Six
Months Ended
June
30
|
||||
|
|
|
|
|
2026
|
|
2025
|
||
|
CASH (USED IN) PROVIDED BY:
|
|
|
|
|
|
|
||
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
|
Net loss for the
period
|
|
|
$
|
(89,316)
|
$
|
(31,036)
|
||
|
Adjustments and
items not affecting cash and cash equivalents:
|
|
|
|
|
|
|
||
|
Depletion,
depreciation, amortization and accretion
|
|
|
|
13,982
|
|
5,232
|
||
|
Fair value change
(gains) losses:
|
|
|
|
|
|
|
||
|
Investments-equity
instruments (notes 6 and 15)
|
|
|
|
752
|
|
(2,101)
|
||
|
Investments-uranium
(notes 6 and 15)
|
|
|
|
(15,782)
|
|
(4,527)
|
||
|
Investments-convertible
debentures (notes 6 and 15)
|
|
|
|
(155)
|
|
508
|
||
|
Deferred
consideration (note 10)
|
|
|
|
(88)
|
|
(115)
|
||
|
Investments-Capped
Call options (note 15)
|
|
|
|
(8,761)
|
|
-
|
||
|
Convertible
notes-Embedded Derivatives (note 12)
|
|
|
|
53,972
|
|
-
|
||
|
Investment in
associate-equity pick up (note 6)
|
|
|
|
961
|
|
1,499
|
||
|
Joint
venture-equity share of loss (note 7)
|
|
|
|
1,109
|
|
937
|
||
|
Recognition of
deferred revenue (note 10)
|
|
|
|
(1,826)
|
|
(2,651)
|
||
|
Post-employment
benefit payments
|
|
|
|
(52)
|
|
(29)
|
||
|
Reclamation
obligation expenditures (note 11)
|
|
|
|
1,948
|
|
(522)
|
||
|
Share-based
compensation (note 14)
|
|
|
|
4,007
|
|
2,486
|
||
|
Foreign exchange
loss (gain) (note 15)
|
|
|
|
6,413
|
|
1,127
|
||
|
Deferred income
tax recovery
|
|
|
|
(4,750)
|
|
(6,107)
|
||
|
Change in
non-cash operating working capital items (note 15)
|
|
|
|
(21,180)
|
|
(4,545)
|
||
|
Net
cash used in operating activities
|
|
|
|
(58,766)
|
|
(39,844)
|
||
|
|
|
|
|
|
|
|
||
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
|
(Increase)/Decrease
in restricted cash and investments
|
|
|
|
629
|
|
(521)
|
||
|
Purchase of
equity investments (note 6)
|
|
|
|
(786)
|
|
(632)
|
||
|
Purchase of
investments in joint venture (note 7)
|
|
|
|
(1,116)
|
|
-
|
||
|
Additions of
property, plant and equipment (note 8)
|
|
|
|
(40,812)
|
|
(11,319)
|
||
|
Proceeds on
disposal of investments – Uranium (note 6)
|
|
|
|
91,624
|
|
-
|
||
|
Net
cash (used in) provided by investing activities
|
|
|
|
49,539
|
|
(12,472)
|
||
|
|
|
|
|
|
|
|
||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
|
Proceeds
from share options exercised (note 13)
|
|
|
|
4,059
|
|
165
|
||
|
Repayment
of debt obligations
|
|
|
|
(204)
|
|
(242)
|
||
|
Payment
of issue costs
|
|
|
|
(67)
|
|
(252)
|
||
|
Net
cash (used) provided by financing activities
|
|
|
|
3,788
|
|
(329)
|
||
|
|
|
|
|
|
|
|
||
|
Decrease
in cash and cash equivalents
|
|
|
|
(5,439)
|
|
(52,645)
|
||
|
Foreign
exchange effect on cash and cash equivalents
|
|
|
|
4,810
|
|
(1,340)
|
||
|
Cash
and cash equivalents, beginning of period
|
|
|
|
465,918
|
|
108,518
|
||
|
Cash
and cash equivalents, end of period
|
|
|
$
|
465,289
|
$
|
54,533
|
||
|
|
||||||||
|
|
||||||||
|
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, 2026
|
|
|
(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.
Denison’s
property interests are focused in the Athabasca Basin region of
northern Saskatchewan, Canada. The Company has an effective 95.0%
interest in the Wheeler River Joint Venture (“WRJV”),
which owns the Company’s flagship Wheeler River Uranium
Project. Denison has direct ownership interests in properties
covering ~457,000 hectares in the Athabasca Basin region, including
a 70.55% interest in the Waterbury Lake Uranium Limited Partnership
(“WLULP”), a 25.17% interest in the Midwest Joint
Venture (“MWJV”) and a 22.5% interest in the McClean
Lake Joint Venture (“MLJV”), which includes the McClean
Lake mill and the McClean North mine. 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 10). The McClean North mine
uses the MLJV’s patented Surface Access Borehole Resource
Extraction (“SABRE”) mining method and commenced
production in 2025.
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 7
for details.
DMC is
established 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, 2025. The
Company’s presentation currency is Canadian dollars
(“CAD”).
These financial
statements were approved by the board of directors for issue on
August 12, 2026.
3.
MATERIAL
ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENTS
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, 2025, except as noted
below.
The Company has
considered the amendments to the Classification and Measurement of
Financial Instruments (Amendments to IFRS 9 and IFRS 7), which are
effective for annual periods beginning on or after January 1, 2026
and has concluded that these amendments have no impact on the
Company’s condensed interim consolidated financial
statements.
New
Accounting Policies
On February 24,
2026 the Company announced the Final Investment Decision
(“FID”) for the Phoenix in-situ Recovery Mine and its
plans to commence construction. The decision to commence
construction of Phoenix reflects management’s assessment that
the technical feasibility and commercial viability of the project
has been proven. Accordingly, during construction, equipment
purchases and expenditures on construction of mining and processing
facilities will be capitalized and classified as assets under
construction.
5
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
These costs
include: the purchase price of goods and materials, installation
costs, site preparation costs, survey costs, freight charges,
transportation insurance costs, duties, testing and preparation
charges and estimated costs of dismantling and removing items and
restoring the site on which it is located.
Applicable
borrowing costs are capitalized to qualifying assets and are
included in assets under construction. Qualifying assets are assets
that take a substantial period of time to prepare for the
Company’s intended use. Borrowing costs attributable to the
acquisition, construction or production of qualifying assets are
added to the cost of those assets until such time as the assets are
substantially ready for their intended use.
Assets under
construction are not considered to be available for use and are
therefore not subject to depreciation.
When an asset
becomes available for use, its costs are transferred from assets
under construction into the appropriate asset classification such
as mineral properties, or property, plant and equipment.
Depreciation commences once the asset is complete and available for
use.
Any costs
incurred during the construction of Phoenix that are not eligible
for capitalization will be expensed as Mine Development Costs
including costs associated with engagement activities and payments
under impact benefit agreements.
Critical
Accounting Estimates and Judgements
The preparation
of consolidated financial statements in accordance with IFRS
requires the use of certain critical accounting estimates and
judgements that affect the amounts reported. The critical
accounting estimates and judgements utilized in the preparation of
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,
2025.
Changes in
Accounting Standards not yet effective
In April 2024,
the IASB issued IFRS 18 “Presentation and Disclosure in the
Financial Statements” (“IFRS 18”) replacing IAS
1. IFRS 18 introduces categories and defined subtotals in the
statement of profit or loss, disclosures on management-defined
performance measures, and requirements to improve the aggregation
and disaggregation of information in the financial statements. As a
result of IFRS 18, amendments to IAS 7 were also issued to require
that entities use the operating profit subtotal as the starting
point for the indirect method of reporting cash flows from
operating activities and also to remove presentation alternatives
for interest and dividends paid and received. Similarly, amendments
to IAS 33 “Earnings per Share” were issued to permit
disclosure of additional earnings per share figures using any other
component of the statement of profit or loss, provided the
numerator is a total or subtotal defined under IFRS 18. IFRS 18 is
effective for annual reporting periods beginning on or after
January 1, 2027, and is to be applied retrospectively, with early
adoption permitted. The Company is currently assessing the impact
of the standard on its financial statements.
4.
CASH AND
CASH EQUIVALENTS
The cash and cash
equivalent balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
$
|
88,194
|
$
|
11,620
|
|
Cash in MLJV and
MWJV
|
|
|
|
5,024
|
|
1,970
|
|
Cash
equivalents
|
|
|
|
372,071
|
|
452,328
|
|
|
|
|
$
|
465,289
|
$
|
465,918
|
6
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
5.
INVENTORIES
The inventories
balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
Inventory of MLJV
- McClean North
|
|
|
|
|
|
|
|
Ore
stockpile
|
|
|
$
|
4,959
|
$
|
1,018
|
|
Ore in
circuit
|
|
|
|
449
|
|
135
|
|
Uranium in
Concentrates
|
|
|
|
6,847
|
|
6,847
|
|
Inventory of MLJV
– historic Sue ore stockpile
|
|
|
|
2,098
|
|
2,098
|
|
Mine and mill
supplies in MLJV
|
|
|
|
4,201
|
|
4,267
|
|
|
|
|
$
|
18,554
|
$
|
14,365
|
|
|
|
|
|
|
|
|
|
Inventories-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
16,456
|
$
|
12,267
|
|
Long term-ore in
stockpiles
|
|
|
|
2,098
|
|
2,098
|
|
|
|
|
$
|
18,554
|
$
|
14,365
|
6.
INVESTMENTS
The investments
balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Equity
instruments
|
|
|
|
|
|
|
|
Shares
|
|
|
$
|
11,711
|
$
|
11,949
|
|
Warrants
|
|
|
|
885
|
|
1,131
|
|
Investment in
Associates
|
|
|
|
5,419
|
|
4,832
|
|
Debt
Instruments
|
|
|
|
11,923
|
|
11,768
|
|
Physical
Uranium
|
|
|
|
114,434
|
|
190,276
|
|
|
|
|
$
|
144,372
|
$
|
219,956
|
|
|
|
|
|
|
|
|
|
Investments-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
84,371
|
$
|
73,521
|
|
Long-term
|
|
|
|
60,001
|
|
146,435
|
|
|
|
|
$
|
144,372
|
$
|
219,956
|
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.
The investments
continuity summary is as follows:
|
(in
thousands)
|
|
Equity
Instruments
|
|
Investment in
Associates
|
|
Debt
Instruments
|
|
Physical
Uranium
|
|
Total
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2025
|
$
|
13,080
|
$
|
4,832
|
$
|
11,768
|
$
|
190,276
|
$
|
219,956
|
|
Sale of
investments
|
|
-
|
|
-
|
|
-
|
|
(91,624)
|
|
(91,624)
|
|
Acquisition of
investments
|
|
268
|
|
1,548
|
|
-
|
|
-
|
|
1,816
|
|
Change in fair
value gain to profit and (loss) (note 15)
|
|
(752)
|
|
-
|
|
155
|
|
15,782
|
|
15,185
|
|
Equity pick up of
associates
|
|
-
|
|
(961)
|
|
-
|
|
-
|
|
(961)
|
|
Balance-June 30,
2026
|
$
|
12,596
|
$
|
5,419
|
$
|
11,923
|
$
|
114,434
|
$
|
144,372
|
7
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
Investment
in equity and debt instruments
At June 30, 2026,
the Company holds equity instruments consisting of shares and
warrants in publicly traded companies as well as a strategic
investment in F3 Uranium Corp. (“F3”) in the form of
convertible debt instruments.
Investment
in associates
As at June 30,
2026, the Company has investments in two entities, in which
significant influence can be demonstrated, and the investments are
accounted for as investment in associates.
In October 2024,
Denison completed a transaction with Foremost Clean Energy Ltd
(“Foremost”), whereby Denison became a significant
shareholder in Foremost in exchange for granting Foremost a
multi-phase option to acquire up to 70% of Denison’s interest
in 10 non-core uranium exploration properties (see Note
21).
In May 2026, the
Company exercised its equity participation right under the amended
and restated investor rights agreement and acquired an additional
137,590 shares for a total consideration of $335,720. During 2025,
the Company purchased 485,000 shares of Foremost for total
consideration of $1,067,000.
In January 2025,
Denison closed a transaction with Cosa Resources Corp
(“Cosa”), whereby Denison became a significant
shareholder in Cosa in exchange for Cosa’s acquisition of a
70% interest in Denison's Murphy Lake North, Darby, and Packrat
properties (collectively the “Cosa Transaction”). Under
the Cosa Transaction, Cosa is required to issue Denison a further
$2,250,000 in deferred consideration shares within a five-year
period beginning on the closing date. On January 14, 2026, Denison
received 1,960,000 common shares in Cosa valued at $762,000 to
reduce the deferred consideration shares owing from $2,250,000 to
$1,488,000 (see Note 21).
In June 2026, the
Company participated in a Cosa private placement pursuant to its
pre-emptive and top-up rights under the investor rights agreement
and acquired an additional 750,000 shares for a total consideration
of $450,000. In 2025, the Company participated in a private
placement and acquired 4,835,358 common shares and 2,417,679 share
purchase warrants for total consideration of
$1,232,000.
The Company
accounts for its investments in Foremost and Cosa as investments in
an associate using the equity method, as it has determined it has
significant influence over both companies, due to Denison’s
shareholdings and board representation rights. Denison records its
equity share of earnings (loss) in Foremost and 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 at June 30,
2026, based on the most recent publicly available information, the
Company owns 15.77% of the issued and outstanding common shares of
Foremost (holding 2,600,000 Foremost common shares) and its equity
loss pick up of Foremost of $1,532,000 offset by a dilution gain of
$443,000 (March 31, 2026 – dilution gain of $985,000) for a
total loss of $1,089,000 for the six months ended June 30, 2026
(June 30, 2025 – equity pickup loss of $1,105,000) (see Note
21).
As at June 30,
2026, based on the most recent publicly available information the
Company owns 16.21% of the issued and outstanding common shares of
Cosa (holding 21,740,864 Cosa common shares) and its equity loss
pick up of Cosa, amounted of $505,000 and a dilution gain of
$634,000 (March 31, 2026 – dilution loss of $205,000) for a
total gain of $129,000 for the six months ended June 30, 2026 (June
30, 2025 – equity pickup loss of $394,000).
Investment
in uranium
As at June 30,
2026, the Company holds a total of 950,000, pounds of physical
uranium as uranium oxide concentrates (“U3O8“) at a cost
of $35,124,000 (US$28,414,000 or US$29.91 per pound of
U3O8)
and market value of $114,434,000 (US$80,608,000 or US$84.85 per
pound of U3O8). At December 31,
2025, the Company held a total of 1,700,000 pounds of physical
uranium as uranium oxide concentrates (“U3O8”) at a cost
of $62,487,000 (US$50,539,000 or US$29.73 per pound of
U3O8)
and market value of $190,276,000 (US$138,615,000 or US$81.55 per
pound of U3O8).
As at June 30,
2026, the Company has entered into commitments to sell 600,000
pounds of U3O8 between the third
quarter of 2026 and the second quarter of 2027. These deliveries of
U3O8 are scheduled to
occur in the next twelve months and the applicable portion of the
investment value is classified as a current asset.
During the second
quarter, the Company completed four uranium sales, selling an
aggregate of 750,000 pounds of U3O8 at an average
price of $122.16 per pound of U3O8 (US$89.17 per
pound of U3O8) for proceeds of
$91,624,000 (US$66,880,000).
8
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
7.
INVESTMENT
IN JOINT VENTURE
The investment in
joint venture balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
Investment in
joint venture:
|
|
|
|
|
|
|
|
JCU
|
|
|
$
|
19,457
|
$
|
19,450
|
|
|
|
|
$
|
19,457
|
$
|
19,450
|
A summary of the
investment in JCU is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2025
|
|
|
|
|
$
|
19,450
|
|
Investment at
cost:
|
|
|
|
|
|
|
|
Additional
investment in JCU
|
|
|
|
|
|
1,116
|
|
Equity
share of loss
|
|
|
|
|
|
(1,109)
|
|
Balance-June 30,
2026
|
|
|
|
|
$
|
19,457
|
JCU is a private
company that holds a portfolio of twelve uranium project joint
venture interests in Canada, including a 10% interest in the WRJV,
a 30.099% interest in the Millennium project (Cameco Corporation
69.901%), a 33.8118% interest in the Kiggavik project (Orano Canada
Inc. 66.1882%), and a 34.4508% interest in the Christie Lake
project (UEC 65.5492%).
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)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
Total current
assets(1)
|
|
|
$
|
667
|
$
|
352
|
|
Total non-current
assets
|
|
|
|
39,089
|
|
39,227
|
|
Total current
liabilities
|
|
|
|
(325)
|
|
(133)
|
|
Total non-current
liabilities
|
|
|
|
(517)
|
|
(546)
|
|
Total net
assets
|
|
|
$
|
38,914
|
$
|
38,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended
|
|
|
|
|
|
|
|
|
May
31
2026(2)
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
$
|
-
|
|
|
Net
loss
|
|
|
|
|
|
(2,217)
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
JCU net assets to Denison investment carrying value:
|
|
|
|||||
|
Adjusted net assets of
JCU–at December 31, 2025
|
|
|
$
|
38,900
|
|||
|
Net
loss
|
|
|
|
|
|
(2,217)
|
|
|
Investments from
owners
|
|
|
|
|
|
2,231
|
|
|
Net assets of
JCU-at May 31, 2026
|
|
|
|
|
$
|
38,914
|
|
|
Denison ownership
interest
|
|
|
|
|
|
50.00%
|
|
|
Investment in
JCU
|
|
|
|
|
$
|
19,457
|
|
(1)
Included in current assets
are $665,000 in cash and cash equivalents (December 31,2025 -
$352,000)
(2)
Represents JCU net loss for
the six months ended May 31, 2026 (recorded one month in arrears),
adjusted for differences in fair value allocations and accounting
policies.
9
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
8.
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
|
|
Assets under
Construction
|
|
Properties
|
|
PP&E
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2025(1)
|
$
|
136,051
|
$
|
2,254
|
$
|
26,900
|
$
|
201,602
|
$
|
366,807
|
|
Additions (note
16)
|
|
5,623
|
|
58
|
|
63,147
|
|
620
|
|
69,448
|
|
Additions-capitalized
borrowing costs (note 15)
|
|
-
|
|
-
|
|
2,081
|
|
-
|
|
2,081
|
|
Disposals
|
|
(93)
|
|
-
|
|
-
|
|
-
|
|
(93)
|
|
Balance-June 30,
2026
|
$
|
141,581
|
$
|
2,312
|
$
|
92,128
|
$
|
202,222
|
$
|
438,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization, depreciation:
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2025
|
$
|
(47,618)
|
$
|
(603)
|
$
|
-
|
$
|
(1,660)
|
$
|
(49,881)
|
|
Amortization
|
|
(267)
|
|
-
|
|
-
|
|
-
|
|
(267)
|
|
Depreciation
|
|
(2,672)
|
|
(146)
|
|
-
|
|
-
|
|
(2,818)
|
|
Disposals
|
|
93
|
|
|
|
-
|
|
|
|
93
|
|
Balance-June 30,
2026
|
$
|
(50,464)
|
$
|
(749)
|
$
|
-
|
$
|
(1,660)
|
$
|
(52,873)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
value:
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2025
|
$
|
88,433
|
$
|
1,651
|
$
|
26,900
|
$
|
199,942
|
$
|
316,926
|
|
Balance-June 30,
2026
|
$
|
91,117
|
$
|
1,563
|
$
|
92,128
|
$
|
200,562
|
$
|
385,370
|
Plant and
Equipment – Owned
The
Company’s Plant and Equipment is predominantly comprised of
(a) its 22.5% interest in the McClean Lake mill through its
ownership interest in the MLJV (including various infrastructure,
building and machinery assets), (b) exploration equipment and (c)
exploration camps (d) office-related equipment.
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.
Assets
under Construction
On February 24,
2026, the Company announced the FID for the Phoenix in-situ
recovery uranium mine and its plans to commence construction.
During construction, expenditures incurred on construction of
mining and processing facilities are capitalized and classified as
assets under construction. These costs include: the purchase price
of goods and materials, installation costs, site preparation costs,
survey costs, freight charges, transportation insurance costs,
duties, testing and preparation charges, capitalized borrowing
costs and estimated costs of dismantling and removing items and
restoring the site on which it is located.
Mineral
Properties
As at June 30,
2026, the Company has various interests in development, evaluation
and exploration projects located in Saskatchewan, Canada, which are
either held directly, or through contractual arrangements. The
properties with significant carrying values are Wheeler River,
Waterbury Lake, Midwest, Mann Lake, Wolly, Johnston Lake and
McClean Lake, which together represent $170,185,000, or 84.9%, of
the total mineral property carrying value as at June 30,
2026.
On February 24,
2026, the Company announced the FID for the Phoenix in-situ
Recovery Mine and site preparation and early works activities
started in March 2026. The decision to commence construction of
Phoenix reflected management’s assessment that the technical
feasibility and commercial viability of the project had been
proven. As such, the Phoenix project is no longer accounted for
under IFRS 6, Exploration for and
Evaluation of Mineral Resources, but rather under IAS 16,
Property, Plant and
Equipment. As required under IFRS 6, immediately before
exiting the exploration and evaluation phase, the Company performed
an impairment test to assess the recoverability of the Wheeler
River mineral property asset and concluded that there was no
impairment.
10
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
9. ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
The accounts
payable and accrued liabilities balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
$
|
37,152
|
$
|
19,968
|
|
|
Interest payable
on Convertible Notes
|
|
|
|
5,974
|
|
7,645
|
|
|
Payables in MLJV
and MWJV
|
|
|
|
9,128
|
|
8,999
|
|
|
Other
payables
|
|
|
|
3,059
|
|
4,590
|
|
|
|
|
|
$
|
55,313
|
$
|
41,202
|
|
10. DEFERRED
REVENUE
The deferred
revenue balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
CLJV Toll
Milling-Ecora
|
|
|
$
|
31,502
|
$
|
31,910
|
|
Uranium
Prepayment
|
|
|
|
9,049
|
|
8,235
|
|
|
|
|
$
|
40,551
|
$
|
40,145
|
|
Deferred
revenue-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
4,500
|
$
|
4,517
|
|
Non-current
|
|
|
|
36,051
|
|
35,628
|
|
|
|
|
$
|
40,551
|
$
|
40,145
|
The deferred
revenue continuity summary is as follows:
|
|
|
|
|
CLJV
|
|
Uranium
|
|
(in
thousands)
|
|
|
|
|
|
Prepayment
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2025
|
|
|
$
|
31,910
|
$
|
8,235
|
|
Revenue
recognized during the period (note 16)
|
|
|
|
(1,826)
|
|
-
|
|
Accretion (note
15)
|
|
|
|
1,418
|
|
516
|
|
Unrealized
foreign exchange loss
|
|
|
|
-
|
|
298
|
|
|
|
|
$
|
31,502
|
$
|
9,049
|
Arrangement
with Ecora Resources PLC (“Ecora”)
In February 2017,
Denison closed an arrangement with Ecora pursuant to which, Denison
received an upfront payment of $43,500,000 in exchange for its
right to receive specified future toll milling cash receipts from
the MLJV earned by the Company related to the processing of
specified Cigar Lake ore through the McClean Lake mill under the
current toll milling agreement with the CLJV from July 1, 2016
onwards (the “Ecora Arrangement”). The up-front payment
was based upon an estimate of the gross toll milling cash receipts
to be received by Denison discounted at a rate of
8.50%.
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 three
and six months ended June 30, 2026, the Company recognized $720,000
and $1,826,000 of toll milling revenue from the draw-down of
deferred revenue, based on Cigar Lake toll milling production of
2,879,000 and 7,831,000 pounds U3O8 (100% basis). The
draw-down in 2026 includes a cumulative decrease in revenue for
prior periods of $132,000 resulting from changes in estimates to
the toll milling rates during 2026.
11
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
For the
comparative three and six months ended June 30, 2025, the Company
recognized $1,276,000 and $2,651,000 of toll milling revenue from
the draw-down of deferred revenue, respectively based on Cigar Lake
toll milling production of 5,083,000 pounds and 10,114,000 pounds
U3O8 (100% basis). The
draw-down in 2025 included a cumulative increase in revenue for
prior periods of $113,000 resulting from changes in estimates to
the toll milling rates during 2025.
During the three
and six months ended June 30, 2026, the Company recognized
accretion expense of $682,000 and $1,418,000, including a true-up
adjustment of $54,000 due to the change in the estimated timing of
milling of the Cigar Lake ore (June 30, 2025, accretion expense for
three and six months of $719,000 and $1,397,000 including a $41,000
true-down adjustment in the first quarter of 2025).
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.
Uranium
Prepayment
In 2025, Denison
entered a uranium sales contract with a third party which included
upfront cash prepayments. Under this arrangement Denison received
$8,235,000 (US$6,000,000) in December 2025, with an additional
US$4,000,000 due by the end of 2026. As consideration for the
prepayments, the counterparty will receive a discount from the then
prevailing market price on the sale of 4,500,000 pounds of
U3O8, with scheduled
deliveries from 2028-2033. The prepayment has been recorded as
deferred revenue. The amount of the upfront payment included a
significant financing component, so the Company is recognizing
accretion expense on the deferred revenue.
11. RECLAMATION
OBLIGATIONS
The reclamation
obligations balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by item:
|
|
|
|
|
|
|
|
Elliot
Lake
|
|
|
$
|
16,583
|
$
|
16,662
|
|
MLJV and
MWJV
|
|
|
|
13,705
|
|
13,293
|
|
Wheeler River and
other
|
|
|
|
7,335
|
|
4,649
|
|
|
|
|
$
|
37,623
|
$
|
34,604
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
1,085
|
$
|
1,060
|
|
Non-current
|
|
|
|
36,538
|
|
33,544
|
|
|
|
|
$
|
37,623
|
$
|
34,604
|
The reclamation
obligations continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
Reclamation
Obligations
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2025
|
|
|
|
|
$
|
34,604
|
|
Liability
adjustments-balance sheet
|
|
|
|
|
|
2,546
|
|
Accretion (note
15)
|
|
|
|
|
|
1,071
|
|
Expenditures
incurred
|
|
|
|
|
|
(598)
|
|
Balance-June 30,
2026
|
|
|
|
|
$
|
37,623
|
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.
12
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
Spending on
restoration activities at the Elliot Lake site is funded by the
Elliot Lake Reclamation Trust (“Trust”). The Trust had
a balance of $4,408,000 as at June 30, 2026 (December 31, 2025 -
$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, 2026, the Company has provided surety bonds under an
agreement with a Canadian licensed insurance company, 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, along with
the construction activities at the Phoenix site, are subject to
environmental regulations as set out by the government of
Saskatchewan. The estimate for the reclamation obligation for
Phoenix is based on the construction activities completed to date.
Following receipt of approval to construct the Phoenix Project the
Company had 60 days to provide a financial guarantee for the
Project. This requirement was met in April 2026, where the Company
provided surety bonds under an agreement with a Canadian licensed
insurance company totaling $13,874,000 in support of
decommissioning and reclamation obligations for Wheeler River
Project including the preliminary decommissioning cost estimate for
the construction scopes that are expected to be
completed.
12. CONVERTIBLE
SENIOR UNSECURED NOTES AND CAPPED CALL DERIVATIVE
OPTIONS
Convertible
Senior Unsecured Notes
|
|
|
|
|
At June
30
|
|
At December
31
|
|||
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|||
|
|
|
|
|
|
|
|
|||
|
Host-liability of
the Notes
|
|
|
$
|
316,856
|
$
|
295,720
|
|||
|
Embedded
Derivatives
|
|
|
|
370,416
|
|
316,444
|
|||
|
|
|
|
$
|
687,272
|
$
|
612,164
|
|||
|
|
|
|
|
|
|
|
|||
|
Convertible
notes-by balance sheet presentation:
|
|
|
|
|
|||||
|
Current
|
|
|
$
|
-
|
$
|
-
|
|||
|
Non-current
|
|
|
|
687,272
|
|
612,164
|
|||
|
|
|
|
$
|
687,272
|
$
|
612,164
|
|||
In August 2025,
the Company issued US$345,000,000 ($476,307,000) of convertible
senior unsecured notes (the “Notes”). The Company
received $458,994,000, after commissions, fees and transaction
costs of $17,313,000. The transaction costs are included in the
amortized value of the host contract and are amortized over the
life of the Notes using the effective interest method. The Notes
pay interest semi-annually at a rate of 4.25% per annum. The
Company made the first interest payment of US$8,553,125
($11,902,529) on March 15, 2026. The Notes mature on September 15,
2031. The holders of the Notes may convert their Notes after
December 31, 2025 in shares, cash or a combination thereof at the
Company’s discretion, under the following circumstances: (1)
the closing sale price of the Company’s shares exceeds 130%
of the conversion price of US$2.92 per share for at least 20
trading days in the 30 consecutive trading days ending on the last
trading day of the immediately preceding quarter, and only in the
following quarter (the “Share Price Threshold”); (2)
the trading price per $1,000 principal amount of the Note is equal
to or less than 98% of the product of the closing sale price of the
Company’s common shares and the applicable conversion rate;
(3) the Notes are called for redemption by the Company; or (4)
after June 15, 2031. The conversion rate is 342.9355 common shares
per US$1,000 principal amount of notes which represents a
conversion price of approximately US$2.92 per share. Upon
conversion the Company may settle the obligation, at its sole
discretion, in either common shares, in cash at an equivalent value
or in a combination of both.
The Company may
redeem for cash all or any portion of the Notes on or after
September 20, 2029, but only if Denison’s share price reaches
at least 130% of the conversion price for 20 out of the previous 30
consecutive trading days before the quarter ends. The redemption
price represents 100% of the principal amount of the Notes, plus
accrued and unpaid interest.
13
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
The Notes contain
a make-whole provision such that, in the event of a redemption, the
conversion price is adjusted to ensure no loss to the Note holders.
Upon the occurrence of specified corporate transactions, such as a
change of control, major corporate transaction, or liquidation, the
Company must offer to repurchase all or part of the outstanding
Notes for cash.
The Notes mature
on September 15, 2031. Any Notes not converted, repurchased or
redeemed prior to the maturity date will have their principal
amount repaid by Denison in cash at maturity.
Under IFRS 9,
Financial Instruments, the
early redemption feature and conversion option meet the definition
of an embedded derivative (the “Embedded Derivatives”)
and the Company has elected to bifurcate the host liability from
the conversion and redemption options. The conversion option and
redemption feature are treated as one unit on account of being
closely related. The Embedded Derivatives were measured at fair
value on issuance and at each subsequent reporting period, with
changes in fair value recorded in net earnings. The host liability
was recorded as the residual amount and subsequently measured at
amortized cost.
On the date of
issuance, the Notes were trading at a premium to their face value,
resulting in a fair value on issuance of $512,328,000
(US$371,091,000), resulting in a day-one loss of $36,021,000,
recorded in other income (note 15).
The Embedded
Derivatives are classified as a Level 2 financial instrument based
on the IFRS 13, Fair Value
Measurement, fair value hierarchy, and are valued using a
partial differential equation valuation model. The following key
assumptions were used in the valuation model:
|
|
|
|
|
Key
Assumption
|
Key
Assumption
|
|
|
|
|
|
June 30,
2026
|
December 31,
2025
|
|
|
|
|
|
|
|
|
Maturity
date
|
|
|
|
September 15,
2031
|
September 15,
2031
|
|
Debt traded
price
|
|
|
|
139.924
|
130.642
|
|
Volatility
rate
|
|
|
|
72.1%
|
76.6%
|
|
Share
price
|
|
|
|
US$3.06
|
US$2.63
|
|
Credit
spread
|
|
|
|
10.71%
|
10.49%
|
The
host-liability of the notes and embedded derivatives continuity
summary is as follows:
|
(in
thousands)
|
|
Host-liability of
the Notes
|
|
Embedded
Derivatives
|
|
|
|
|
|
|
|
Balance-December
31, 2025
|
$
|
295,720
|
$
|
316,444
|
|
Accretion of host
liability (13.76%)
|
|
10,665
|
|
-
|
|
Foreign exchange
loss on convertible debt
|
|
10,471
|
|
-
|
|
Change in fair
value (gain) loss
|
|
-
|
|
53,972
|
|
Balance-June 30,
2026
|
$
|
316,856
|
$
|
370,416
|
For the six
months ended June 30, 2026, the Company recorded a gross interest
expense of $20,767,000, including cash interest of $10,102,000 and
accretion of the host liability related to the Notes, of
$10,665,000 at an effective interest rate of 13.76%.
Following FID,
the Company commenced capitalizing its borrowing costs in
accordance with IAS 23, Borrowing
Costs. For the three and six months ended June 30, 2026,
$1,685,000 and $2,081,000, respectively in borrowing costs were
capitalized to Assets under Construction.
Capped
Call Derivative Options
Concurrently with
the issuance of the Notes, the Company purchased cash-settled call
options (the “Capped Calls”) with a strike price equal
to initial conversion price of the Notes of USD$2.92 and with a cap
price of USD$4.32, and a term consistent with the term of the
Notes. This transaction effectively increased the conversion price
of the Notes up to USD$4.32 per share. The purchase price for the
Capped Call transactions was approximately USD$35,363,000
($48,822,000).
The Capped Calls
are accounted for as a derivative instrument and are re-measured to
fair value at each reporting date. The Capped Calls are classified
as a Level 3 of the fair value hierarchy under IFRS 13,
Fair Value Measurement and
are valued using a Monte Carlo model.
14
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
The key
assumptions used in the valuation model as at June 30, 2026 and
December 31, 2025, of the capped call option are:
|
|
|
|
|
Key
Assumption
|
Key
Assumption
|
|
||
|
|
|
|
|
June 30,
2026
|
December 31,
2025
|
|
||
|
|
|
|
|
|
|
|
||
|
Maturity
date
|
|
|
|
September 15,
2031
|
September 15,
2031
|
|||
|
Strike
price
|
|
|
|
US$2.916
|
US$2.916
|
|||
|
Cap
|
|
|
|
US$4.32
|
US$4.32
|
|||
|
Share
price
|
|
|
|
US$3.06
|
US$2.63
|
|||
|
Volatility
rate
|
|
|
|
72.1%
|
76.6%
|
|||
|
Risk free
rate
|
|
|
|
3.95%
|
3.54%
|
|||
|
Credit
spread
|
|
|
|
0.60%
|
0.55%
|
|||
The Capped Calls
were initially valued at US$21,497,000 ($29,679,000) on August 15,
2025. The initial valuation resulted in a difference between the
transaction price and the fair value on initial recognition of
$19,143,000. As this valuation is based on a valuation technique
where not all the inputs are observable, the day one loss was
deferred, and is recorded as an asset on the statement of financial
position, which is amortized on a straight-line basis into net
earnings over the contractual life of the Capped Calls. Including
the deferral of the loss, the total Capped Call value on August 15,
2025 was $48,822,000.
The capped call
derivative options continuity summary is as follows:
|
(in
thousands)
|
|
Capped Call
Derivative Options
|
|
|
|
|
|
Balance-December
31, 2025
|
$
|
47,993
|
|
Change in fair
value gain (loss)
|
|
10,328
|
|
Amortization of
day one loss
|
|
(1,567)
|
|
Balance-June 30,
2026
|
$
|
56,754
|
13. 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, 2025
|
901,610,950
|
$
|
1,683,831
|
|
|
Issued for
cash:
|
|
|
|
|
|
Share option
exercises
|
2,371,501
|
|
4,059
|
|
|
Other share
issues
|
410,526
|
|
1,561
|
|
|
Less: share issue
costs
|
|
|
(68)
|
|
|
Share option
exercises-transfer from contributed surplus
|
-
|
|
2,027
|
|
|
Share unit
exercises-transfer from contributed surplus
|
746,983
|
|
1,642
|
|
|
|
3,529,010
|
|
9,221
|
|
|
Balance-June 30,
2026
|
905,139,960
|
$
|
1,693,052
|
|
15
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
14. 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)
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
Share based
compensation expense for:
|
|
|
|
|
|
|
|
|
|
Share
options
|
$
|
(551)
|
$
|
(336)
|
$
|
(1,228)
|
$
|
(822)
|
|
RSUs
|
|
(1,237)
|
|
(764)
|
|
(2,477)
|
|
(1,664)
|
|
PSUs
|
|
(302)
|
|
-
|
|
(302)
|
|
-
|
|
Share
based compensation expense
|
$
|
(2,090)
|
$
|
(1,100)
|
$
|
(4,007)
|
$
|
(2,486)
|
An additional
$15,322,000 in share-based compensation expense remains to be
recognized, up until May 2028, on outstanding share options and
share units at June 30, 2026.
Share
Options
Share options
granted in 2026 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:
|
|
|
|
|
2026
|
||||
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
|
Number
of
Common
|
|
Price
per
Share
|
|
|
|
|
|
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
Share options
outstanding-December 31, 2025
|
|
|
|
|
|
6,356,165
|
$
|
1.95
|
|
Grants
|
|
|
|
|
|
1,444,000
|
|
5.40
|
|
Exercises(1)
|
|
|
|
|
|
(2,371,501)
|
|
1.71
|
|
Forfeitures
|
|
|
|
|
|
(192,668)
|
|
3.55
|
|
Share options
outstanding-June 30, 2026
|
|
|
|
|
|
5,235,996
|
$
|
2.95
|
|
Share
options exercisable-June 30, 2026
|
|
|
|
|
|
2,313,319
|
$
|
1.97
|
(1)
The weighted average share
price on the date of exercise was CAD$5.10.
A summary of the
Company’s share options outstanding at June 30, 2026 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
|
|
|
|
|
1.71
|
|
728,664
|
|
1.49
|
|
$ 1.51 to $
2.00
|
|
|
|
|
2.97
|
|
1,821,335
|
|
1.95
|
|
$ 2.01 to $
2.50
|
|
|
|
|
2.70
|
|
208,000
|
|
2.22
|
|
$ 2.51 to $
3.00
|
|
|
|
|
2.72
|
|
1,047,997
|
|
2.62
|
|
$ 3.51 to $
5.42
|
|
|
|
|
4.69
|
|
1,430,000
|
|
5.31
|
|
Share options
outstanding-June 30, 2026
|
|
3.20
|
|
5,235,996
|
$
|
2.95
|
|||
Share options
outstanding at June 30, 2026 expire between November 2026 and May
2031.
16
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
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 assumptions used in the model to determine the fair
value of share options granted:
|
|
|
|
|
Six Months
Ended
|
|
|
|
|
|
|
June 30,
2026
|
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
|
3.17%
|
|
|
Expected stock
price volatility
|
|
|
|
53.46%
|
|
|
Expected
life
|
|
|
|
3.39
years
|
|
|
Expected dividend
yield
|
|
|
|
-
|
|
|
Fair value
per option granted
|
|
|
$2.03
|
||
Share
Units
RSUs granted
under the Share Unit Plan in 2026 vest ratably over a period of
three years. PSUs granted under the Share Unit Plan in 2026 vest on
satisfaction of performance criteria.
|
|
|
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, 2025
|
|
7,821,087
|
$
|
$1.66
|
|
260,000
|
$
|
0.98
|
|
Grants
|
|
1,321,000
|
|
5.27
|
|
1,449,000
|
|
4.78
|
|
Exercises(1)
|
|
(686,983)
|
|
2.21
|
|
(60,000)
|
|
2.08
|
|
Forfeitures
|
|
(114,332)
|
|
2.47
|
|
-
|
|
-
|
|
Units
outstanding–June 30, 2026
|
|
8,340,772
|
$
|
2.17
|
|
1,649,000
|
$
|
4.35
|
|
Units
vested–June 30, 2026
|
|
5,495,082
|
$
|
1.42
|
|
200,000
|
$
|
0.65
|
(1)
The weighted average share
price on the date of exercise was $5.00.
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.
15. SUPPLEMENTAL
FINANCIAL INFORMATION
The accumulated
other comprehensive income balance consists of:
|
|
|
|
|
At June
30
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
Cumulative
foreign currency translation
|
|
|
$
|
528
|
$
|
236
|
|
Experience
gains-post employment liability
|
|
|
|
|
||
|
Gross
|
|
|
|
1,847
|
|
1,847
|
|
Tax
effect
|
|
|
|
(485)
|
|
(485)
|
|
|
|
|
$
|
1,890
|
$
|
1,598
|
17
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
The components of
Other income (expense) are as follows:
|
|
|
Three
Months Ended
June
30
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
(Losses) gains
on:
|
|
|
|
|
|
|
|
|
|
Foreign
exchange
|
$
|
(2,873)
|
$
|
(1,110)
|
$
|
(6,413)
|
$
|
(1,127)
|
|
Fair value
changes:
|
|
|
|
|
|
|
|
|
|
Investments-equity
instruments (note 6)
|
|
(2,567)
|
|
1,620
|
|
(752)
|
|
2,101
|
|
Investments-uranium (note
6)
|
|
7,456
|
|
31,776
|
|
15,782
|
|
4,527
|
|
Investments-debt
instruments (note 6)
|
|
(375)
|
|
270
|
|
155
|
|
(508)
|
|
Gain
on recognition of proceeds–U.I.
Repayment Agreement
|
|
971
|
|
415
|
|
971
|
|
846
|
|
Uranium
investment carrying charges
Surety bond
fees
|
|
(240)
(1,120)
|
|
(176)
-
|
|
(466)
(1,120)
|
|
(408)
-
|
|
Other
|
|
142
|
|
27
|
|
(195)
|
|
(16)
|
|
Other
income – continuing operations
|
$
|
1,394
|
$
|
32,822
|
$
|
7,962
|
$
|
5,415
|
The components of
Finance income (expense) are as follows:
|
|
|
Three
Months Ended
June
30
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
$
|
3,237
|
$
|
941
|
$
|
6,750
|
$
|
2,301
|
|
Convertible note
interest expense
|
|
(5,074)
|
|
-
|
|
(10,102)
|
|
-
|
|
Fair
value changes:
|
|
|
|
|
|
|
|
|
|
Convertible
notes – Embedded Derivatives (note 12)
|
|
54,467
|
|
-
|
|
(53,972)
|
|
-
|
|
Investments-Capped
Calls (note 12)
|
|
(4,457)
|
|
-
|
|
8,761
|
|
-
|
|
Accretion
expense
|
|
|
|
|
|
|
|
|
|
Deferred
revenue (note 10)
|
|
(945)
|
|
(719)
|
|
(1,934)
|
|
(1,397)
|
|
Reclamation
obligations (note 11)
|
|
(537)
|
|
(461)
|
|
(1,071)
|
|
(922)
|
|
Convertible
Notes
|
|
(5,449)
|
|
-
|
|
(10,665)
|
|
-
|
|
Less
Borrowing costs capitalized
|
|
1,685
|
|
-
|
|
2,081
|
|
-
|
|
Other
|
|
95
|
|
(54)
|
|
41
|
|
(100)
|
|
Finance
income (expense)
|
$
|
43,022
|
$
|
(293)
|
$
|
(60,111)
|
$
|
(118)
|
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)
|
|
|
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
Change in
non-cash working capital items:
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
|
$
|
(2,312)
|
$
|
(1,263)
|
|
Inventories
|
|
|
|
|
|
(3,491)
|
|
(356)
|
|
Prepaid expenses
and other assets
|
|
|
|
|
|
(2,350)
|
|
(428)
|
|
Accounts payable
and accrued liabilities
|
|
|
|
|
|
(13,027)
|
|
(2,498)
|
|
Change
in non-cash working capital items
|
|
|
|
|
$
|
(21,180)
|
$
|
(4,545)
|
18
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
16.
SEGMENTED
INFORMATION
Business
Segments
The Company
operates in two primary segments – the Mining segment and the
Corporate and Other segment. The Mining segment includes activities
related to exploration, evaluation and development, mining, milling
(including toll milling) and the sale of mineral concentrates. The
Corporate and Other segment includes general corporate expenses not
allocated to the other segments.
For the six
months ended June 30, 2026, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,826
|
-
|
1,826
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(2,775)
|
-
|
(2,775)
|
|
Exploration
|
|
|
(9,228)
|
-
|
(9,228)
|
|
Evaluation
|
|
|
(15,277)
|
-
|
(15,277)
|
|
Mine
development
|
|
|
(1,988)
|
|
(1,988)
|
|
General and
administrative
|
|
|
(26)
|
(12,379)
|
(12,405)
|
|
|
|
|
(29,294)
|
(12,379)
|
(41,673)
|
|
Segment
loss
|
|
$
|
(27,468)
|
(12,379)
|
(39,847)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 10)
|
|
1,826
|
-
|
1,826
|
|
|
|
|
$
|
1,826
|
-
|
1,826
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
Property,
plant and equipment (note 8)
|
$
|
71,460
|
69
|
71,529
|
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
Cost
|
|
$
|
227,726
|
8,295
|
236,021
|
|
Accumulated
depreciation
|
|
|
(50,401)
|
(812)
|
(51,213)
|
|
Mineral
properties
|
|
|
200,562
|
-
|
200,562
|
|
|
|
$
|
377,887
|
7,483
|
385,370
|
19
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
For the three
months ended June 30, 2026, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
$
|
720
|
-
|
720
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(1,313)
|
-
|
(1,313)
|
|
Exploration
|
|
|
(2,727)
|
-
|
(2,727)
|
|
Evaluation
|
|
|
(7,175)
|
-
|
(7,175)
|
|
Mine
Development
|
|
|
(529)
|
-
|
(529)
|
|
General and
administrative
|
|
|
-
|
(6,565)
|
(6,565)
|
|
|
|
|
(11,744)
|
(6,565)
|
(18,309)
|
|
Segment
loss
|
|
$
|
(11,024)
|
(6,565)
|
(17,589)
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
Toll milling
services-deferred revenue (note 10)
|
|
720
|
-
|
720
|
|
|
|
|
$
|
720
|
-
|
720
|
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 10)
|
|
2,651
|
-
|
2,651
|
|
|
|
|
$
|
2,651
|
-
|
2,651
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
Property,
plant and equipment (note 8)
|
$
|
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
|
20
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
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
|
17.
INCOME
TAXES
During the six
months ended June 30, 2026, the Company recognized deferred tax
recoveries of $4,750,000. The deferred tax recovery includes the
recognition of previously unrecognized Canadian tax assets of
$4,730,000 relating to the February 2026 renunciation of the tax
benefits associated with the Company’s $15,000,000 flow
through share issue in December 2025.
18.
RELATED
PARTY TRANSACTIONS
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)
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(930)
|
$
|
(883)
|
$
|
(3,900)
|
$
|
(3,820)
|
|
Share-based
compensation
|
|
(1,215)
|
|
(668)
|
|
(2,717)
|
|
(1,612)
|
|
Key
management personnel compensation
|
$
|
(2,145)
|
$
|
(1,551)
|
$
|
(6,617)
|
$
|
(5,432)
|
19. 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.
21
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
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. Investment in associates, have
been valued based on the consideration given up and adjusted for
any related equity pickup. 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.
During 2026 and
2025, 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, 2026 and December 31, 2025:
|
|
|
Financial
|
|
Fair
|
|
June
30,
|
|
December
31,
|
|
|
|
Instrument
|
|
Value
|
|
2026
|
|
2025
|
|
(in
thousands)
|
|
Category(1)
|
|
Hierarchy
|
|
Fair
Value
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and
equivalents
|
|
Category
B
|
|
|
$
|
465,289
|
$
|
465,918
|
|
Trade and other
receivables
|
|
Category
B
|
|
|
|
7,376
|
|
5,332
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Equity
instruments-shares
|
|
Category
A
|
|
Level
1
|
|
11,711
|
|
11,949
|
|
Equity
instruments-warrants
|
|
Category
A
|
|
Level
2
|
|
885
|
|
1,131
|
|
Investments-uranium
|
|
Category
A
|
|
Level
2
|
|
114,434
|
|
190,276
|
|
Debt
instruments
|
|
Category
A
|
|
Level
3
|
|
11,923
|
|
11,768
|
|
Capped call
options
|
|
Category
A
|
|
Level
3
|
|
56,754
|
|
47,993
|
|
Restricted
cash and equivalents
|
|
|
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
|
|
Category
B
|
|
|
|
4,408
|
|
3,858
|
|
Credit
facility pledged assets
|
|
Category
B
|
|
|
|
1,264
|
|
7,972
|
|
Surety
Bonds
|
|
Category
B
|
|
|
|
5,527
|
|
-
|
|
|
|
|
|
|
$
|
679,571
|
$
|
746,197
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities:
|
|
|
|
|
|
|
|
|
|
Account
payable and accrued liabilities
|
|
Category
C
|
|
|
|
55,313
|
|
41,202
|
|
Debt
obligations
|
|
Category
C
|
|
|
|
2,165
|
|
2,280
|
|
Convertible Notes(2)
|
|
Category
A/C
|
|
Level
2
|
|
744,032
|
|
639,526
|
|
|
|
|
|
|
$
|
801,510
|
$
|
683,008
|
(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.
(2)
The Convertible Notes
Embedded Derivatives are Category A and the Convertible Notes host
liability is Category C.
Investments in
uranium are categorized as 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. The Capped Call options are categorized as Level 3, as there
are significant inputs that are unobservable. The Convertible note
Embedded Derivatives are categorized as Level 2, due to the use of
a valuation model based on market observable inputs.
Letters of
Credit Facility
In January 2026,
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 Facility Agreement (the “Credit
Facility”) to extend the maturity date to January 31, 2027
(the “Credit Facility”). Under the Credit Facility, the
Company has access to letters of credit of up to $28,478,000, which
is partially utilized for non-financial letters of credit in
support of performance obligations. The tangible net worth covenant
remains unchanged by the amendment. The Company has provided
$1,264,000 in cash collateral on deposit with BNS to maintain the
current letters of credit issued under the Credit Facility. During
the six months ended June 30, 2026, the Company incurred letter of
credit fees of $189,000 (June 30, 2025 - $205,000).
22
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
At June 30, 2026,
the Company is in compliance with its facility covenants and has
access to letters of credit of up to $28,478,000 (December 31, 2025
- $28,478,000). The facility is partially utilized to provide a
$4,514,000 non-financial letter of credit issued in support of
performance obligations. (see note 11).
20. COMMITMENTS
AND CONTINGENCIES
Capital
Commitments
As of June 30,
2026, the WRJV has commitments for $229,006,000 related to capital
purchases and construction contracts for the Wheeler Joint Venture,
with Denison’s share being $217,556,000. These commitments
are expected to be incurred over the next 24 months.
Surety
Bonds
In April 2026,
the Company entered into an agreement with a Canadian licensed
insurance company to provide Surety Bonds totaling $36,846,000 in
support of decommissioning and reclamation obligations for the
McClean Lake Operation and Wheeler River Project (see note 11). The
Company pledged $5,526,900 as restricted cash and investments
pursuant to its obligations under the agreement. The Surety Bonds
are subject to annual surety fees of 3.0%.
Sale of
Uranium
As at June 30,
2026, the Company has entered into uranium sales contracts to sell
600,000 pounds for deliveries between the third quarter of 2026 and
the second quarter of 2027.
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.
Specific
Legal Matters
Mongolia
Mining Division Sale – Arbitration Proceedings with Uranium
Industry a.s.
In November 2015,
the Company sold all of its mining assets and operations located in
Mongolia to Uranium Industry a.s (“UI”) pursuant to an
amended and restated share purchase agreement (the “GSJV
Agreement”). The primary assets at that time were the
exploration licenses for the Hairhan, Haraat, Gurvan Saihan and
Ulzit projects. As consideration for the sale per the GSJV
Agreement, the Company received cash consideration of US$1,250,000
prior to closing and the rights to receive additional contingent
consideration of up to US$12,000,000.
With respect to
outstanding contingent consideration payable to Denison in relation
to this transaction, in January 2022, the Company executed a
Repayment Agreement with UI (the “Repayment
Agreement”). Under the terms of the Repayment Agreement, UI
has agreed to make scheduled payments of the Arbitration Award,
plus additional interest and fees, through a series of quarterly
installments and annual milestone payments until December 31,
2025.
On April 1, 2026,
the Company received the remaining US$702,000 as full and final
settlement of all amounts payable under the GSJV Agreement and the
Repayment Agreement.
21.
SUBSEQUENT
EVENTS
Foremost
Phase 2 Earn-In Completed
On July 9, 2026
Foremost completed the Phase 2 earn-in requirements under the
Option Agreement (the ‘Option Agreement’) with the
Company (see Note 6). Pursuant to the Option Agreement, Foremost
has increased its ownership interest to 51% across 10 uranium
exploration projects, with the exception of Hatchet Lake, at
35.78%. As a result, Foremost issued 848,610 common shares to the
Company, increasing the Company’s ownership percentage of the
issued and outstanding common shares of Foremost to 19.90% (holding
3,448,610 Foremost common shares).
23
|
|
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
Cosa
Issues Deferred Payment Shares
On July 15, 2026,
Cosa issued Denison 2,154,476 common shares at a deemed price of
$0.69036 per share as full satisfaction of the deferred
consideration pursuant to the acquisition agreement between Cosa
and Denison dated November 26, 2024. Upon completion of the
transaction, the Company owns 17.53% of the issued and outstanding
common shares of Cosa (holding 23,895,340 Cosa common
shares).
24
|
Exhibit
99.2
|
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2026
|
TABLE OF CONTENTS
|
|
|
Q2 2026
PERFORMANCE HIGHLIGHTS
|
2 |
|
ABOUT
DENISON
|
3 |
|
RESULTS OF CONTINUING
OPERATIONS
|
5 |
|
WHEELER RIVER URANIUM
PROJECT
|
6 |
|
PIPELINE MINERAL
PROPERTY EVALUATION
|
13 |
|
MINERAL PROPERTY
EXPLORATION
|
13 |
|
COMMERCIAL
ACTIVITIES
|
24 |
|
LIQUIDITY AND CAPITAL
RESOURCES
|
25 |
|
OUTLOOK FOR
2026
|
26 |
|
ADDITIONAL
INFORMATION
|
27
|
|
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
|
28
|
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 12,
2026 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, 2026. 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, 2025. 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
(‘AIF’) and Annual Report on Form 40-F
(‘Form-F’), is available through the Company’s
filings with the applicable securities regulatory authorities at
www.sedarplus.ca (‘SEDAR+’) and at www.sec.gov/edgar
(‘EDGAR’).
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
■
Completion of Site Preparation Activities and Commencement of
Full-Scale Construction at Phoenix In-Situ Recovery
(‘ISR’) Uranium Mine
Since the
commencement of site preparation and early works in March 2026,
significant progress has been made by Denison and its construction
partners to complete several critical site preparation activities
– including substantial completion of site clearing
activities, advancement of schedule-sensitive site civil works, and
the establishment of construction management facilities.
Preparation activities also involved the installation and
commissioning of temporary construction camp facilities, which
significantly increases the accommodation capacity of the Wheeler
River property to nearly 400 people and allows a
ramp-up in the on-site workforce.
Construction
activity is expected to accelerate through the remainder of the
summer months with the commencement of a second shift, which means
seasonally sensitive civil and other construction work can continue
virtually 24-hours a day in support of the completion of our key
first-year construction milestones – including concrete pours
of the foundations for the process plant and main power
transformer, installation of the freeze wall, as well as earth
works for the airstrip, and on-site power
distribution.
By the end of
July, over 20% of overall site civil work is estimated to be
completed, including achievement of near 100% completion of civil
subgrade work for the process plant and wellfield areas. Aggregate
production required for various site civil purposes continues at a
nearby quarry, and the concrete batch plant has been mobilized to
site. Taken together, schedule-critical concrete-related activities
for the main process plant and substation foundations are on-track
for commencement in August. Additionally, installation of the
freeze wall for Phase 1 of the mine has been
initiated.
■
Uranium Sales Generate $92 million in Gross Proceeds and Crystalize
233% Gain from Acquisition Cost
In 2021, the
Company acquired 2,500,000 pounds of U3O8 at a weighted
average cost of $36.67 (US$29.66) per pound U3O8 to be held as a
long-term investment to strengthen the Company’s balance
sheet and support the future financing of the Wheeler River
project. Consistent with this strategy, during the second quarter,
Denison sold 750,000 pounds U3O8 at an average
realized price of $122.16 (US$89.17) per pound U3O8 to generate $91.6
million (US$66.9 million) in gross proceeds – representing a
gain of $64.1 million (or 233%) from the original purchase
price.
As of June 30,
2026, the Company held 950,000 pounds U3O8 in investments in
physical uranium and 145,926 pounds U3O8 of uranium
concentrates inventory from its share of McClean Lake production,
for total uranium holdings of approximately 1.1 million pounds
U3O8.
Consistent with
the construction financing needs for Phoenix, a total of 600,000
pounds U3O8 are committed for
deliveries between the third quarter of 2026 and the second quarter
of 2027. Of these committed quantities, the sales price has been
fixed for 350,000 pounds U3O8 with future gross
proceeds expected to be US$33.3 million (average price of
US$95.17/lb U3O8). The remaining
250,000 pounds U3O8 of committed
near-term sales are subject to market-related pricing to be fixed
in reference to the time of delivery. Approximately 500,000 pounds
U3O8 in physical
holdings and inventories remain uncommitted.
■
Active Winter Exploration Season Wraps up with Several Positive
Results
Winter
exploration activities across Denison’s extensive exploration
project portfolio wrapped up during the second quarter. During the
six months ending June 30, 2026, exploration work was completed on
a total of 18 Denison and partner-operated properties. Over 50,000
metres of diamond drilling was completed in 140 drill holes across
10 properties, and geophysical surveys were conducted on 14
properties.
Notable uranium
mineralization was reported from the Phoenix North target area on
the Wheeler River property, as well as the Orano Canada Inc.
(‘Orano Canada’) operated McClean Lake, Waterfound and
Wolly properties, plus the Murphy Lake North and Darby properties
operated by Cosa Resources Corp (‘Cosa’), and the
Hatchet Lake property operated by Foremost Clean Energy Ltd
(‘Foremost’).
With an extensive
portfolio of 100%-owned and joint venture exploration properties,
covering over 450,000 hectares, Denison has been one of the most
active explorers in the Athabasca Basin region, while only having
to fund approximately $10 million in exploration expenditures
during the first half of 2026.
2
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Denison Mines
Corp. was formed under the laws of Ontario and is a reporting
issuer in all Canadian provinces and territories with its common
shares listed on the Toronto Stock Exchange (the ‘TSX’)
under the symbol ‘DML’ and on the NYSE American
exchange under the symbol ‘DNN’.
Denison is a
uranium mining, exploration and development company with interests
focused in the Athabasca Basin region of northern Saskatchewan,
Canada. The Company has an effective 95% interest in its flagship
Wheeler River Uranium Project, which is the largest undeveloped
uranium project in the infrastructure rich eastern portion of the
Athabasca Basin region of northern Saskatchewan. In mid-2023, the
Phoenix Feasibility Study (‘FS’) was completed for the
Phoenix ISR mining operation, and an update to the 2018
Pre-Feasibility Study (‘2018 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 Phoenix commenced in 2019 and the required permits have
been obtained to commence construction – including the July
2025 approval of the project’s EA by the Province of
Saskatchewan and the February 2026 federal approval of the EA and
issuance of the Construction Licence.
Denison’s
interests in Saskatchewan also include a 22.5% ownership interest
in the McClean Lake Joint Venture (‘MLJV’), which
includes unmined uranium deposits (with mining at McClean North
deposit having commenced in July 2025 using the MLJV’s SABRE
mining method) and the McClean Lake uranium mill (currently
utilizing a portion of its licenced 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 ~457,000 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%).
SELECTED FINANCIAL INFORMATION
|
(in
thousands)
|
|
As at
June 30,
2026
|
|
As at
December 31,
2025
|
|
|
|
|
|
|
|
Financial Position:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
465,289
|
$
|
465,918
|
|
Working
capital(1)
|
$
|
521,430
|
$
|
512,629
|
|
Investments in
uranium
|
$
|
114,434
|
$
|
190,276
|
|
Property, plant
and equipment
|
$
|
385,370
|
$
|
316,926
|
|
Total
assets
|
$
|
1,114,350
|
$
|
1,106,074
|
|
Total long-term
liabilities(2)
|
$
|
763,970
|
$
|
685,583
|
Notes:
(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 at June 30, 2026 excludes $4,500,000
from the current portion of deferred revenue (December 31, 2025
– $4,517,000).
(2)
Predominantly comprised of
the Convertible Notes (including the fair value of the Embedded
Derivatives, non-current portion of deferred revenue and
non-current reclamation obligations). The Convertible Notes have a
face value of US$345,000,000. Had the Convertible Notes matured at
June 30, 2026 and the Company chose to settle in cash, the
settlement amount would have been US$345,000,000
($489,762,000).
3
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
SELECTED QUARTERLY FINANCIAL INFORMATION
|
|
|
|
|
2026
|
|
2026
|
|
2025
|
|
2025
|
|
(in
thousands, except for per share amounts)
|
|
Q2
|
|
Q1
|
|
Q4
|
|
Q3
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
720
|
$
|
1,106
|
$
|
1,222
|
$
|
1,045
|
||
|
Net (loss)
earnings
|
$
|
25,563
|
$
|
(114,879)
|
$
|
(51,287)
|
$
|
(134,965)
|
||
|
Adjusted net
(loss) earnings(1)
|
$
|
(24,447)
|
$
|
(19,658)
|
$
|
(29,791)
|
$
|
(8,254)
|
||
|
Basic and diluted
(loss) earnings per share
|
$
|
0.03
|
$
|
(0.13)
|
$
|
(0.06)
|
$
|
(0.15)
|
||
|
Adjusted basic
and diluted (loss) earnings per share(1)
|
$
|
(0.03)
|
$
|
(0.02)
|
$
|
(0.03)
|
$
|
(0.01)
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
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 (loss)
earnings
|
$
|
12,498
|
$
|
(43,534)
|
$
|
(29,502)
|
$
|
(25,767)
|
||
|
Adjusted net
(loss) earnings(1)
|
$
|
12,498
|
$
|
(43,534)
|
$
|
(29,502)
|
$
|
(25,767)
|
||
|
Basic and diluted
(loss) earnings per share
|
$
|
0.01
|
$
|
(0.05)
|
$
|
(0.03)
|
$
|
(0.03)
|
||
|
Adjusted basic
and diluted (loss) earnings per share(1)
|
$
|
0.01
|
$
|
(0.05)
|
$
|
(0.03)
|
$
|
(0.03)
|
||
Note:
(1)
Earnings and earnings per
share have been adjusted to exclude the fair value movements on the
embedded conversion and redemption features in the Convertible
Notes as well as the fair value movements on the Capped Call
Options. Both the Convertible Notes and the Capped Call options
were issued/acquired in the third quarter of 2025. The unrealized
fair value movements on the embedded conversion and redemption
features in the Convertible Notes are primarily driven by changes
in the Company’s share price; however, such changes in the
share price do not necessarily result in any additional cash or
share consideration being owed upon settlement beyond the total of
(i) the face value of the Convertible Notes and (ii) the proceeds
from the exercise of the Capped Call options. Due to the addition
of the Capped Calls, the effective amount owed upon settlement of
the Convertible Notes will not increase until the Company’s
share price exceeds US$4.32 (a 100% increase in the share price
from the date of the pricing of the transaction).
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 CONTINUING
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 increased
period over period from the second quarter of 2024 until the fourth
quarter of 2025 as the Company advanced towards an FID for Phoenix.
With the receipt of the Construction Licence and the declaration of
FID in the first quarter of 2026, the Company achieved technical
viability and commercial feasibility for Phoenix and commenced
capitalizing eligible costs associated with mine construction. As a
result, subsequent to February 24, 2026, no further evaluation
expenses will be incurred for Phoenix.
●
Other income and expense
fluctuate due to changes in the fair value of the Company’s
investments 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, Convertible Notes and Capped Call options are also
subject to fluctuations in the US dollar to Canadian dollar
exchange rate.
●
Fair value adjustments of the
Company’s Convertible Notes and Capped Call options issued in
the third quarter of 2025 add volatility to Finance
income/(expense). See FINANCE INCOME AND EXPENSE 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, 2026, the McClean Lake mill processed
2.9 million and 7.8 million pounds U3O8, respectively for
the CLJV (June 30, 2025 – 5.1 million and 10.1 million pounds
U3O8) and Denison
recorded toll milling revenue of $720,000 and $1,826,000,
respectively (June 30, 2025 – $1,276,000 and $2,651,000). The
decrease in toll milling revenue during the three and six month
periods ended June 30, 2026, as compared to the prior year period,
is predominantly driven by a decrease in production in the current
periods. The decrease in toll milling revenue during the six months
ended June 30, 2026 compared to the prior year period, is also due
to a $132,000 negative non-cash cumulative accounting adjustment
recorded in the first quarter of 2026 to reflect an update to the
Cigar Lake mineral resource estimate (June 30, 2025 - $113,000
positive non-cash cumulative accounting adjustment).
During the three
and six months ended June 30, 2026, the Company also recorded
accounting accretion expense of $682,000 and $1,418,000,
respectively on the toll milling deferred revenue balance (June 30,
2025 – $719,000 and $1,397,000). 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,
2026, an adjustment of $54,000 was recorded to increase
life-to-date accretion expense as a result of an update to the
Cigar Lake mineral resource estimate (June 30, 2025 - $41,000
adjustment to decrease 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, 2026 were $1,313,000 and $2,775,000,
respectively (June 30, 2025 – $1,386,000 and
$2,609,000).
Included in
operating expenses is depreciation expense relating to the McClean
Lake mill of $448,000 and $1,227,000, respectively (June 30, 2025
– $800,000 and $1,593,000), as a result of processing 2.9 and
7.8 million pounds
U3O8
for the CLJV in the applicable period (June 30, 2025 – 5.1
million and 10.1 million pounds U3O8). Also included
in operating expenses are costs related to the Company’s
Elliot Lake legacy mine sites of $423,000 and $827,000,
respectively (June 30, 2025 – $302,000 and $510,000), and
development costs of the MLJV and MWJV and other operating costs of
$242,000 and $353,000, respectively (June 30, 2025 – $284,000
and $506,000).
In 2024, the MLJV
began construction to prepare the McClean North deposit for SABRE
mining and, in 2025, the site achieved commercial
production.
During the first
six months of 2026, mining activities were minimal and consisted
largely of resource confirmation drilling prior to the placement of
the pilot holes for 2026 mining operations. Excavation of mining
cavities and active mining activities resumed at the end of May and
recovered ore is expected to be processed through the mill in the
third quarter of 2026.
5
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Financial and Operational Review
The following
tables provides a financial and operational review of the McClean
Lake SABRE mining activities.
|
MLJV operational results for the six months ended June 30,
2026
|
|||
|
|
Units
|
100% Basis
|
Denison’s
22.5% Share
|
|
Ore
Mined
|
Tonnes
|
933
|
210
|
|
Average
grade
|
% U3O8
|
8.49%
|
8.49%
|
|
Ore
Mined
|
lbs U3O8
|
174,628
|
39,291
|
|
Millfeed
|
lbs U3O8
|
15,315
|
3,446
|
|
Finished goods
produced
|
lbs U3O8
|
-
|
-
|
|
MLJV inventory Physicals – Denison’s Share
|
|||
|
|
Units
|
June 30
|
December 31
|
|
Stockpiled
production
|
lbs U3O8
|
71,617
|
35,772
|
|
Ore-in-circuit
|
lbs U3O8
|
5,857
|
2,411
|
|
Finished
Goods
|
lbs U3O8
|
145,926
|
145,926
|
|
MLJV inventory Value – Denison’s Share
|
|||
|
|
|
June 30
|
December 31
|
|
Stockpiled
production
|
$
|
4,959
|
1,018
|
|
Ore-in-circuit
|
|
449
|
135
|
|
Finished
Goods
|
|
6,847
|
6,847
|
No sales were
made during the quarter. Included in the total cost of finished
goods are $1,647,000 in non-cash costs. The average cash operating
cost of finished goods in inventory is approximately $36 per pound
U3O8 (approximately
US$26 per pound U3O8).
WHEELER RIVER URANIUM
PROJECT
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. At June 30, 2026, the WRJV is owned by
the Company (90%) and JCU (10%), and Denison owns 50% of the shares
of JCU.
6
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The location of
the Wheeler River property, which includes the Phoenix and Gryphon
deposits, and existing and proposed infrastructure, is shown on the
map provided below.
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’) and the update to
estimated Phoenix initial capital costs disclosed in the
Company’s AIF and Form 40-F dated March 30, 2026. Copies of
the Wheeler Technical Report, AIF and Form-F are available on
Denison’s website and under its profile on each of SEDAR+ and
EDGAR.
Phoenix Mine Development
In October 2024,
the WRJV Management Committee approved the findings and
recommendations of the Phoenix FS providing the WRJV’s
approval for development and construction of the project in
accordance with the Phoenix FS.
Significant
regulatory, engineering, and construction planning progress was
made throughout 2025, which positioned Phoenix in a
construction-ready state. Additionally, based on substantial
completion of project engineering and execution of significant
procurement activities since 2023, the Company provided an updated
initial capital cost estimate for the Project in January 2026
(‘Updated Capex’).
When
compared to the 2023 Phoenix FS, using the same basis to determine
the base-case uranium sales price for the Project (UxC’s
“Composite Midpoint” spot price scenario, using
constant dollars), the projected base-case adjusted after-tax NPV
for the Project remains effectively the same, as the increase in
initial post-FID capital costs is offset by a modest improvement in
the uranium price assumptions since mid-2023.
7
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
After
incorporating the Updated Capex, Phoenix continues to be projected
to produce robust economic results across all economic measures
(see table below), including a base-case adjusted after-tax NPV to
Initial Capital Cost factor of 2.6 to 1, and a high internal rate
of return (‘IRR’).
|
Phoenix Initial Capital Cost Estimate Comparison (100%
basis)
|
||
|
|
2023 Phoenix FS(1)
(2022 Dollars)
|
Updated Capex
Estimate(2)
(2026 Dollars)
|
|
Post-FID
Initial Capital
|
$419.4 million
|
$600.0 million
|
|
Base Case Uranium Price(3)
|
UxC Comp. Midpoint Q2 2023
(US$66.53/lb - US$70.11/lb)
|
UxC Comp. Midpoint Q4 2025
(US$68.89/lb - US$78.36/lb)
|
|
Post-Tax Payback Period(4)
|
~10 months
|
~12 months
|
|
Post-Tax NPV8%(5)
|
$1.56 billion
|
$1.57 billion
|
|
Post-Tax NPV8%(5)
to Initial Capex
Factor
|
3.7
|
2.6
|
|
Post-Tax IRR(5)
|
90%
|
73%
|
Notes:
(1)
Based on the
2023 Phoenix FS.
(2)
Estimated
project economics reflect Updated Capex and revised base case
uranium price, as described herein. All other costs and production
estimates are consistent with the 2023 Phoenix FS and are shown
from the point in time in which an FID is made and excludes pre-FID
expenditures.
(3)
UxC forecast
is based on “Composite Midpoint” constant dollar
scenario from UxC's Q2 2023 and Q4 2025 Uranium Market Outlook
(‘UMO’), as outlined above.
(4)
Payback
period is stated as number of months to payback post-FID initial
capital expenditures from the start of uranium
production.
(5)
Post-tax NPV,
IRR and payback period are based on the “adjusted
post-tax” scenario in the 2023 Phoenix FS, which includes the
benefit of certain entity level tax attributes which are expected
to be available and used to reduce taxable income from the Phoenix
operation.
There
are no material changes to the technical information included in
the 2023 Phoenix FS, and Denison continues to expect the estimated
construction timeline, annual rates of uranium production,
operating costs, sustaining capital costs and reclamation costs to
be largely consistent with the 2023 Phoenix FS. Accordingly,
Denison is not, at this time, providing any updates to the Phoenix
operating cost or other estimates in the Wheeler Technical Report
(defined below); however, it may do so in the future.
|
Summary of Key Phoenix Operational
Parameters (100% basis)(1)
|
|
|
Mine
life
|
10
years
|
|
Proven &
Probable reserves(2)
|
56.7 million
pounds U3O8 (219,000 tonnes
at 11.7% U3O8)
|
|
First 5 years of
reserves(3)
|
41.9 million
pounds U3O8 (Average 8.4
million lbs U3O8 /
year)
|
|
Remaining years
of reserves
|
14.8 million
pounds U3O8 (Average 3.0
million lbs U3O8 /
year)
|
|
Initial capital
costs(4)
|
$600.0
million
|
|
Average cash
operating costs
|
$8.51 (US$6.28)
per pound U3O8
|
|
All-in
cost(5)
|
$24.92 (US$18.41)
per pound U3O8
|
Notes
(1)
Based on the Phoenix FS, as
updated for the capital cost update. See Denison press release
dated January 2, 2026.
(2)
See Denison press release
dated June 26, 2023 for additional details regarding Proven &
Probable reserves.
(3)
The first five years is
determined by reference to the 60-month period that commences at
the start of operations.
(4)
Initial capital costs exclude
$100.0 million in estimated pre-FID expenditures expected to be
incurred before the project’s FID has been made. See Denison
press release dated January 2, 2026.
(5)
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.
8
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The following 3D
model illustrates the mining and processing infrastructure planned
for Phoenix.
In February 2026,
following receipt of the final regulatory approvals required to
commence construction of Phoenix, Denison made its FID and site
preparation and early works activities started in March 2026.
Full-scale construction activities commenced during July
2026.
Costs, other than
payments related to long-lead capital items incurred prior to the
Company’s determination that the project was technically
viable and commercially feasible in late February 2026, were
expensed as evaluation expenses. Eligible costs incurred subsequent
to achieving technical viability and commercial feasibility have
been capitalized as part of the Phoenix assets under construction,
and costs associated with sustainability activities that are not
eligible for capitalization to the Phoenix assets under
construction have been expensed as mine development
expenses.
Project Expenditures
A summary of the
current period and life to date actual expenditures for the Project
in comparison to the Updated Capex (see Denison press release dated
January 2, 2026), including both pre-FID and post-FID spend, is
shown below:
|
(‘000)
|
Updated
Capex
|
YTD Actual to
June 30, 2026
|
LTD(1)
Actual to
June 30, 2026
|
|
Pre
FID
|
(100,000)
|
(9,067)
|
(62,830)
|
|
Post
FID
|
(600,000)
|
(48,493)
|
(48,493)
|
|
Total
|
($700,000)
|
($57,560)
|
($111,323)
|
Notes:
(1)
Life to Date
from 2023 Phoenix FS
Current Period Activities
During the six
months ended June 30, 2026, the Company completed activities
related to (1) detailed design engineering, (2) construction
planning, (3) mobilization of construction personnel and equipment,
site preparation and early works construction, (4) metallurgical
testing and (5) environment and sustainability initiatives. Costs
incurred prior to FID were recorded as evaluation expenses and all
costs, other than costs associated with sustainability activities
incurred subsequent to FID, have been capitalized to the Phoenix
Asset Under Construction. Sustainability costs incurred subsequent
to FID have been recorded as mine development
expenses.
In addition,
long-lead procurement activities continued to advance during the
second quarter of 2026, with all costs incurred capitalized to the
Phoenix Asset Under Construction.
9
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Detailed Design Engineering
Detailed design
engineering for the Project is substantially complete with 90%
total engineering completed and approximately 95% of primary
engineering deliverables issued for construction. The remaining
engineering relates to the latter phases of project construction
and is expected to be completed during 2026.
Construction Planning
Construction
planning efforts for Phoenix commenced in 2024 and construction
execution schedules and construction methodologies were developed
for each key scope of work, allowing major contract tendering to
progress.
Early in 2026,
Wood was awarded the CM Contract to oversee the construction of the
Phoenix mine. The CM Contract currently contemplates procurement
and construction management scopes, whereby Wood will be
responsible for (i) construction management of the full processing
plant scope, (ii) installation of certain site infrastructure, and
(iii) integrated project controls, ongoing procurement support,
on-site safety oversight, as well as maintaining reporting and
performance management standards. Such services will be provided by
Wood in close consultation with Denison, with members of
Wood's team and Denison's team holding complementary roles in an
integrated project management team.
Mobilization, Site Preparation and Full-Scale Construction
Commencement
In March 2026,
the Construction Management team mobilized to site and clearing and
grubbing activities were initiated to allow for the establishment
of critical construction facilities, including contractor
management facilities, equipment laydown areas, and transportation
infrastructure, including a helipad.
As
of late July 2026, Site clearing activities were substantially
completed and approximately 20% of overall site civil work was
estimated to be completed. Importantly, near 100% completion has
been achieved for the civil subgrade work required for the process
plant and wellfield areas, which is needed to facilitate the
planned concrete pour for the plant and the initiation of the
freeze wall installation program. Civil works have also progressed
in the area of the airstrip and the substation, and have
facilitated the establishment of construction management facilities
and the installation of a temporary construction camp, which has
increased the accommodation capacity on site to approximately 400
people.
The
civil works for the phase one wellfield area were completed in July
2026, and drilling crews have mobilized to site and commenced the
drilling for the freeze wall.
Aggregate
production required for site civil areas has continued throughout
the second quarter at a nearby quarry and is being stockpiled on
site. In addition, a concrete batch plant has been mobilized to
site and schedule-critical concrete pours (including the substation
and the main process plant slab) are expected to commence in August
2026.
Prior
to the completion of the airstrip, scheduled for later in 2026, the
majority of construction personnel are being transported to site
via an 18-passenger helicopter. Regular air transport commenced in
April 2026, following the completion of the construction of the
site helipad.
Metallurgical Testing
During
the second quarter of 2026, the Phoenix metallurgical test program
continued at the Saskatchewan Research Council (‘SRC’)
laboratory facilities in Saskatoon, including a hybrid core leach
test which will provide additional information for both leaching
and remediation of the Phoenix deposit, as well as other test work
focused on process circuit testing to optimize performance.
Additionally, the Company continues to evaluate opportunities to
increase the efficiency of the effluent treatment process and the
consolidation of stored gypsum precipitate produced during effluent
treatment.
Environment
Environmental Assessment and Licensing Activities
Two-part Canadian
Nuclear Safety Commission (‘CNSC’) Hearings for the EA
and Licence to Construct the Project were held in October and
December 2025. On February 19, 2026, the CNSC announced the
Commission’s decision to approve the EA and Construction
Licence.
In July 2025,
Denison received Ministerial approval of the Provincial EA under
The Environmental Assessment
Act of Saskatchewan to proceed with the development of the
Wheeler River Uranium Project. The Provincial approval was the
subject of a judicial review application, filed by Peter Ballantyne
Cree Nation (‘PBCN’) on October 28, 2025, which
asserted that the Government of Saskatchewan breached its duty to
consult with PBCN.
10
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
In June 2026,
PBCN withdrew its judicial review application filed in the Court of
King’s Bench for Saskatchewan. As a result of further
engagement with Denison, PBCN has now formally provided its consent
to and support for the development and operation of Denison's
Wheeler River Project.
In December 2025,
Denison received Approval to Construct a Pollutant Control Facility
under The Environmental Management
and Protection Act, 2010 (Saskatchewan) for site early works
including clearing, grubbing and earth and drainage works. On May
8, 2026, Denison received provincial approval to construct the
remainder of the mine facility.
Sustainability Activities
Community Engagement Activities
Denison has
secured consent and support for the Project from over 30 Indigenous
nations, organizations and municipalities including:
●
English River First
Nation;
●
Kineepik Métis Local
#9;
●
the Northern Village of
Pinehouse, 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;
●
Ya’thi Néné
Lands and Resources along with the three First Nations of Fond du
Lac, Black Lake and Hatchet Lake, as well as the four
municipalities of Uranium City, Stony Rapids, Camsell Portage and
Wollaston Lake;
●
Métis Nation –
Saskatchewan, along with MN-S Northern Region 1, MN-S Northern
Region 3, and 13 Métis Locals
●
Birch Narrows Dene Nation;
and
●
Peter Ballentyne Cree
Nation.
Denison continues
to work closely with these communities to uphold its commitments
spanning several impact-benefit type agreements, and to ensure
leadership and residents have access to timely information about
Denison’s activities.
Procurement and Construction Contract Advancement
Procurement
efforts related to Phoenix continue to progress with a total of 134
procurement and construction packages currently assessed as
required for the project. As at June 30, 2026, 98 packages have
been awarded and procurement and contracting activities are in
progress for the remaining packages. All packages with a long-lead
time including electrical equipment such as the substation
transformer, high voltage sub-station yard equipment, electrical
switch gear, E-house electrical buildings and diesel power
generators, as well as process equipment, including control
systems, drum filling station, process thickeners, sand filters and
centrifuges, have also been purchased. Overall, the
procurement effort is on track for receipt of equipment and
materials to meet construction schedule.
As at June 30,
2026, 26 construction services contracts have been awarded, and a
further 14 packages are either in bid evaluation or RFP
development.
At June 30, 2026,
the WRJV has commitments for $229,006,000 related to capital
purchases and construction contracts. These commitments are
expected to be incurred over the next 24 months.
Gryphon Mineral Property Evaluation
The
‘Gryphon Update was completed in 2023 and was 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. No cost update has been made for Gryphon since the
Wheeler Technical Report.
Overall, the
Gryphon Update demonstrates that the underground development of
Gryphon is a positive potential future use of cash flows generated
from Phoenix, as the project can leverage existing infrastructure
to provide an additional source of low-cost
production.
11
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
|
Summary of Gryphon 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 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.
Current Period Activities
During the three
and six months ended June 30, 2026, Denison’s share of
evaluation expenditures at Gryphon was $4,782,000 and $6,986,000,
respectively (June 30, 2025 – $235,000 and $483,000). The
increase in evaluation expenditures at Gryphon was due to an
increase in field-based activities, including diamond drilling,
geotechnical and hydrogeological evaluations.
In the first
quarter of 2026, a multi-purpose winter drilling program was
carried out which included the completion of (i) a resource
delineation hole, (ii) a metallurgical sample hole and (iii) two HQ
geotechnical/hydrogeological holes – one at the expected
location of the main shaft and another proximal to planned
underground workings to support future trade-off and mining
evaluation studies.
In June 2026,
drilling resumed with (i) three HQ geotechnical/hydrogeological
holes to support future trade-off and mining evaluation studies
– one of which will be at the expected location of the
ventilation shaft and others proximal to planned underground
workings, and (ii) a summer delineation drilling program aimed at
determining if there are additional mineral resources both along
strike and down plunge of the Gryphon orebody.
Also, during the
second quarter of 2026, a Gryphon metallurgical testing program
commenced, which includes using cores recovered during the winter
drilling program to test assumptions from the 2018 PFS regarding
the typical production circuits necessary to produce U3O8.
12
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
During the three
and six months ended June 30, 2026, Denison’s share of
evaluation expenditures at its pipeline properties was $978,000 and
$1,749,000, respectively (June 30, 2025 – $1,678,000 and
$4,013,000).
The decrease in
evaluation expenditures for pipeline properties in the three and
six month periods ended June 30, 2026, as compared to the prior
year period, is primarily due to field activities at THT East Pod
and Waterbury undertaken in 2025 while activities in 2026 have
focused on metallurgical testing and progression of the PFS for the
KLP project.
Evaluation
activities on pipeline properties were minimal in the quarter and
are summarized in the following table.
|
PROJECT EVALUATION ACTIVITIES
|
|||
|
Property
|
Denison’s ownership
|
Evaluation activities
|
|
|
Waterbury
Lake
|
70.55%(1)
|
Continuation of
ISR metallurgical testing
|
|
|
Midwest
|
25.17%
|
Continuation of
ISR metallurgical testing. Initiation of SABRE engineering
studies.
|
|
|
Kindersley
Lithium Project (‘KLP’)
|
30%(2)
|
Progression
of a PFS for the KLP project.
|
|
|
|
|
|
|
Notes
(1)
Denison’s ownership
position as at June 30, 2026.
(2)
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, 2026, Denison
has not yet vested an ownership interest in the project; however,
it has incurred expenditures that would entitle it to vest a 30%
interest in the KLP if it elected to cease to fund further project
expenditures towards the earn-in arrangement.
During the three
and six months ended June 30, 2026, Denison’s share of
exploration expenditures was $2,727,000 and $9,228,000,
respectively (June 30, 2025 – $2,510,000 and $10,564,000).
The decrease in exploration expenditures in the six month period
ended June 30, 2026, as compared to the prior year period, is
primarily due to a decrease in winter exploration activities at
Wheeler River to accommodate camp and mine
construction.
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 2026 exploration activities to the end of June
30, 2026. For exploration expenditures reported in this MD&A,
all amounts are reported for the three and six months ended June
30, 2026.
13
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
|
EXPLORATION ACTIVITIES
|
|||
|
Property
|
Denison’s ownership
|
Drilling in metres
(m)(1)
|
Other activities
|
|
Bachman
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
Brown
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
CLK
|
80.00%(2)
|
-
|
Geophysical
Survey
|
|
Crawford
|
100.00%
|
|
Geophysical
Survey
|
|
Darby
|
30.00%(3)
|
2,952 (3
holes)
|
-
|
|
Ford
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
Getty
East
|
30.00%(4)
|
-
|
Geophysical
Survey
|
|
Hatchet
Lake
|
56.12%(5)
|
4,589 (22
holes)
|
-
|
|
Hook
Carter
|
75.00%(6)
|
1,529 (3
holes)
|
-
|
|
McClean
Lake
|
22.50%
|
9,756 (41
holes)
|
Geophysics
Survey
|
|
Moon
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
Moon Lake
South
|
75.00%(7)
|
-
|
Geophysical
Survey
|
|
Murphy Lake
North
|
30.00%(3)
|
2,015 (5
holes)
|
Geophysical
Survey
|
|
RL / Russell
Lake
|
20.00%(4)
|
4,288 (11
holes)
|
Geophysical
Survey
|
|
Wheeler
River
|
95.00%(8)
|
1,675 (2
holes)
|
Geophysical
Survey
|
|
Waterfound
|
24.68%(9)
|
14,765 (25
holes)
|
Geophysical
Survey
|
|
Wheeler
North
|
49.00%(4)
|
1,915 (3
holes)
|
-
|
|
Wolly
|
27.73%(10)
|
7,143 (25
holes)
|
Geophysical
Survey
|
|
Total
|
|
50,627 (140 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, 2026. See Subsequent Events for
further details.
(3)
Denison’s effective
ownership interest as at June 30, 2026. The remaining interest was
acquired by Cosa Resources Corp. in January 2025.
(4)
Denison’s effective
ownership interest as at June 30, 2026. The remaining interest is
owned by Skyharbour Resources Ltd.
(5)
Denison’s effective
ownership interest as at June 30, 2026. See Subsequent Events for
further details.
(6)
Denison’s effective
ownership interest as at June 30, 2026.The remaining interest is
owned by Greenridge Exploration Inc.
(7)
Denison’s effective
ownership interest as of June 30, 2026. The remaining interest is
owned by CanAlaska Uranium Limited.
(8)
Denison’s effective
ownership interest as at June 30, 2026, including an indirect 5.0%
ownership interest held through JCU.
(9)
Denison’s effective
ownership interest as at June 30, 2026, including an indirect
12.90% ownership interest held through Denison’s 50%
ownership of JCU. The remaining interest is owned by Orano
Canada.
(10)
Denison’s effective
ownership interest as at June 30, 2026, including an indirect 6.39%
ownership interest held through Denison’s 50% ownership of
JCU. The remaining interest is owned by Orano Canada.
14
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
At June
30, 2026, the
Company’s land position in the Athabasca Basin, remained
unchanged at 457,321 hectares (256 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, 2026, was $888,000 and $2,296,000,
respectively (June 30, 2025 - $1,159,000 and
$6,303,000).
A five-line 179.2
line-kilometres Stepwise Moving Loop Electromagnetic (‘SWML
EM’) survey was completed during the first quarter of 2026.
The survey used a LandTEM SQUID (Superconducting Quantum
Interference Device) sensor, which generates higher quality data
when compared to the historic EM surveys conducted on the Property,
to fill in gaps in historical coverage including in the vicinity of
the Phoenix and Gryphon deposits. Initial interpretation of survey
data indicates strong continuous EM responses across all lines
generating targets that are being evaluated further and anticipated
to be incorporated into future drill programs.
A single-hole
exploration diamond drilling program was completed at Gryphon
during the first quarter, in conjunction with the ongoing
evaluation field program discussed above. The drill hole was
completed to a final depth of 1,055 metres and designed to collect
preliminary geological information from the extreme down plunge
extent of the deposit to inform the exploration drilling program
planned for the third quarter of 2026.
In the second
quarter of 2026, an estimated 5,000 metre drilling program
commenced. The program is focused on exploration targets situated
close to infrastructure currently under construction at Phoenix
and/or potential future infrastructure for the Gryphon project.
These areas include K-West, RE/RW, and a target area north of
Phoenix. These targets are following up on geophysical anomalies
and historic drilling results. By the end of the second quarter of
2026 nearly 1,300 metres of diamond drilling have been completed in
two completed drill holes and one drill hole in progress at Phoenix
North. Phoenix North is located approximately 600 meters N-NE of
the Phoenix deposit proper and is characterized as a series of
sandstone resistivity low anomalies coincident with underlying
conductive units on the interpreted hanging wall on the regional
quartzite ridge unit.
15
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Drill hole
WR-857, was completed approximately 160 meters north-east of
historic drill hole ZR-18 and intersected weak unconformity
associated mineralization including 0.07% eU3O8 over 0.5 meters
and 0.20% eU3O8 over 1.0 meter
from 415.8 meters and 417.6 meters, respectively, utilizing a 0.05%
eU3O8 cut-off. This is
an encouraging result for an area with minimal previous
exploration. As a result, additional exploration is warranted in
this area and follow up is expected to occur during the remainder
of the program, which is expected to continue to the end of the
third quarter of 2026.
|
2026 Wheeler River Exploration Drill Hole Intercepts
|
|||||
|
Drill Hole
|
Orientation (azimuth/dip)
|
From
(m)
|
To
(m)
|
Length
(m)(1)
|
%eU3O8(2)
|
|
WR-857
|
300º/-70º
|
415.8
|
416.3
|
0.5
|
0.07
|
|
WR-857
|
300º/-70º
|
417.6
|
418.6
|
1.0
|
0.20
|
Notes
(1)
Lengths indicated represent
the down-hole length of mineralized intersections above a
composited cut-off grade 0.05% eU3O8.
(2)
eU3O8 interval 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 the SRC for processing.
A large regional
5,036 line-kilometer VTEM airborne survey, flown over several
properties, was also completed in the second quarter of 2026,
including 397 line-kilometers flown over the Wheeler River
property. The survey is designed to confirm and more accurately map
the extent of conductors initially identified with airborne MegaTEM
and ground TEM surveys.
Exploration Pipeline Properties
During the three
and six months ended June 30, 2026, exploration field programs were
carried out at 18 of Denison’s pipeline properties (three
operated by Denison). Denison’s share of exploration costs
for these properties was $2,205,000 and $6,134,000, respectively
(June 30, 2025 – $967,000 and $3,552,000).
The Company
continues to invest in its Athabasca Basin exploration portfolio
with an objective to make meaningful new uranium
discoveries.
16
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Geophysics
As discussed
above, a large regional 5,036 line-kilometre VTEM airborne survey
was completed in the second quarter of 2026, covering Bachman Lake
(2,134 line-kilometre), Brown Lake (129 line-kilometre), Crawford
Lake (302 line-kilometre), Ford Lake (1,041 line-kilometre), Moon
Lake (420 line-kilometre), Moon Lake North (64 line-kilometre), and
Moon Lake South (549 line-kilometre). The application of modern
VTEM across a large group of Denison’s eastern Athabasca
Basin exploration properties is expected to produce a high-quality
conductivity map of the region, which is intended to resolve and
refine the geometry of conductors in a manner that historic surveys
could not. Overall, the objective of the survey is to confirm and
more accurately map the extent of conductors initially identified
with airborne MegaTEM and ground TEM surveys.
Darby
In January 2025,
the Company completed a transaction with Cosa pursuant to which
Cosa acquired a 70% stake in Darby, entered into a joint venture
agreement with Denison, and 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
In the first
quarter of 2026 Cosa completed approximately 2,952 metres of
diamond drilling at Darby in 3 holes testing the high priority
targets identified by Cosa’s 2025 core relogging and
reinterpretation program. The targets were in the immediate
vicinities of historic drill holes that intersected zones of
coincident sandstone alteration and anomalous uranium content
proximal to significant graphitic basement faults. Initial results
showed some elevated uranium geochemistry that requires further
follow up.
In the second
quarter of 2026, Cosa prepared a plan to follow up the results from
the winter drilling with 2,000 metres of diamond drilling on the
Gamma and Bravo Trends. Targets for the Gamma Trend are expected to
include follow up of the intersected broad zone of structure with
significant unconformity offset, alteration, and elevated to
strongly anomalous uranium geochemistry on trend with historical
uranium mineralization. Drilling at Bravo is expected to follow up
on historical results including favourable structure, alteration,
and uranium mineralization.
Getty East
In December 2025,
the Company completed a transaction with Skyharbour Resources Ltd.
(‘Skyharbour’) pursuant to which Denison acquired a 30%
stake in Getty East and entered into an agreement with Skyharbour
(70%), where Denison has an option to acquire up to an additional
40% interest through a two phase earn-in and can become the
operator of the joint venture. Skyharbour is currently the operator
of the project.
A 108
line-kilometre SWML EM survey commenced at Getty East and RL (see
below) during the first quarter of 2026. The survey crews were
demobilized in late April 2026 due to deteriorating ground
conditions and remobilized in mid-May 2026 to complete the survey.
In early June 2026 the survey was modified with additional lines
completed as a Fixed Loop Electromagnetic (‘FLEM’)
survey to allow the remaining survey to be completed in a timely
manner. The results of the combined SWML EM and FLEM survey are
expected to be used to generate targets for a 3,600-metre diamond
drill exploration program planned for the third quarter of
2026.
Hatchet Lake
Hatchet Lake is a
joint venture between Denison (70.15%) and Trident Resources Corp.
(29.85%). Denison has entered into an option agreement with
Foremost whereby Foremost can acquire up to a 51% interest in the
project via a three-phased earn in option on a portfolio of
properties. In July 2026 the conditions of the second phase of the
earn-in option were met, and Foremost vested a 35.78% stake in the
Hatchet Lake joint venture from Denison’s share in the
project, thereby reducing Denison’s interest to 34.37%.
Foremost is the operator of the project during the earn-in
period.
In the first
quarter of 2026, Foremost completed a total of ten diamond drill
holes (2,113 metres) as part of a drill program at the Tuning Fork
target area. Drilling, including follow up of drill hole TF-25-16,
which intersected 6.2 metres of 0.10% eU3O8 in 2025,
intersected unconformity-related uranium mineralization in five
drill holes, highlighted by 0.34% eU₃O₈ over 4.6 metres, including a
high-grade interval of 1.0% eU₃O₈ over 1.4 metres. Three drill
fences stepping out from drill hole TF-25-16 resulted in the
interpreted expansion of the mineralized footprint of the system to
over 150 metres of strike length.
Highlights from
2026 drilling include (i) drill hole TF-26-30, which intersected
0.34% eU3O8 over 4.6 metres
from 138.1 metres (includes 1.0% eU3O8 over 1.4 metres),
(ii) drill hole TF-26-24, which intersected 0.06% eU3O8 over 6.9 metres
from 134.0 metres, and (iii) drill hole TF-26-27A, which
intersected 0.13% eU3O8 over 0.7 metres
from 140.0 metres.
17
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The drill program
continued into the second quarter with four additional drill holes
completed, two at Tuning Fork and two at the Hatchet North claims
respectively.
Assays remain
pending, and preliminary results from the drilling program are
currently being interpreted.
Hook Carter
The Hook Carter
Project is a joint venture between Denison (75%) and Greenridge
Exploration Inc. (‘Greenridge’) (25%). The project is
located in the southwestern portion of the Athabasca Basin in
Northern Saskatchewan, comprising 11 mineral claims for a total of
25,115 hectares, and is host to 15 kilometres of strike potential
along the prolific Patterson Corridor – which is known to
host significant delineated uranium deposits on other
properties.
During the first
quarter of 2026, three drill holes were completed totaling 1,529
metres testing previously identified EM targets on the Derkson and
Patterson Corridors. On the Derkson Corridor, a single hole testing
an EM anomaly along strike of historic off-property mineralization
intersected a 75 metre wide alteration zone in the overlying
sandstone directly above the unconformity at 272 metres. Given the
absence of conductive basement geology, additional follow up is
warranted to further assess the source of the overlying sandstone
alternation and EM anomaly.
Two of the 2026
holes tested EM anomalies along the Patterson corridor spaced 1,200
metres apart along strike. Both drill holes intersected significant
sandstone alteration and structural disruption in the lower 130
metres until the unconformity at approximately 420 metres. Trace
graphite was intersected in the basement units. The interpreted
results have upgraded the potential of this portion of the
Patterson trend and warrant future exploration.
The 2026 drilling
program was primarily funded by Greenridge under the terms of an
agreement whereby Greenridge increased its ownership in the project
from 20% to 25% by funding $3,000,000 in project
expenditures.
During the second
quarter of 2026, planning was undertaken for a proposed summer
geophysical and soil sampling program over the prospective Derkson
Trend, following up on the favourable alteration and geochemistry
results of the drill hole completed on this trend during the first
quarter of 2026.
Murphy Lake North
In January 2025,
the Company completed a transaction with Cosa pursuant to which
Cosa acquired a 70% stake in Murphy Lake North (‘MLN’),
entered into a joint venture agreement with Denison, and 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.
In the first quarter, Cosa commenced a five-hole diamond drill
program at MLN, which was completed in April after drilling 2,015
metres. The drilling followed up results from summer 2025 at the
Cyclone trend, where broad zones of structure and alteration were
intersected over a two kilometre strike length, targeting a gap in
drilling at Cyclone and evaluating a potential untested trend
approximately 100 metres south of Cyclone.
MLN26-013 was the first drill hole of the program and targeted a
gap in previous drill testing along the main Cyclone trend. The
drill hole intersected broad zones of moderately to strongly
altered sandstone from 200 metres below surface to the unconformity
at approximately 300 metres. Immediately below the unconformity a
5.0-metre wide zone of elevated radioactivity up to 14,000 cps was
intersected. Results are being interpreted and warrant follow
up.
A summer drilling program commenced in mid-June 2026, following up
on mineralization intersected in MLN26-013. The program planned to
consist of 15 drill holes totalling 6,000 metres. The program is
expected to follow up on parallel faults and alteration zones,
which remain untested at the ideal unconformity
contact.
RL / Russell Lake
In December 2025,
the Company completed a transaction with Skyharbour pursuant to
which Denison acquired a 20% stake in Russell Lake (or
“RL”) and entered into a joint venture agreement with
Skyharbour (80%),
As disclosed
above, a 108 line-kilometre SWML EM survey commenced at Getty East
and RL and was completed using FLEM to enable it to be completed in
a timely manner. The results of the combined SWML EM and FLEM
survey are expected to be used to generate targets for diamond
drill exploration program planned for the third quarter of
2026.
Field activity at
the Russell Lake Project (RL Claims) during the second quarter of
2026 comprised of completion of a diamond drilling program at the
South Russell target area, and completion of a ground
electromagnetic (EM) survey carried out by EarthEx in the Kowalchuk
Lake area. Geophysics and drilling programs concluded June 9th and
June 29th respectively.
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MANAGEMENT’S
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Eleven holes were
completed (RSL26-01 through RSL26-11) for a program total of
4,288.2 metres. The completed holes intersected the sub-Athabasca
unconformity into graphitic and non-graphitic metasediments, and
Archean granitic gneiss, locally with granitic pegmatite; multiple
EM conductors were intersected. Notable features include multiple
sandstone- and basement-hosted fault zones, local grey alteration,
and weakly anomalous radioactivity of 160 cps (RS-125
scintillometer) within a wide interval of faulted graphitic
metasediments overlying strongly silicified
lithologies.
McClean Lake
Orano initiated
an exploration drilling program focused on the McClean South area
in the first quarter of 2026. Historically two pods of uranium
mineralization, the 8W and 8E pods, were defined along a conductor
in the McClean South area with 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.
The 2026
exploration program was designed to (1) further define and upgrade
the understanding of potential mineral resources by completing
select infill drilling within the mineralized envelope, (2)
identify prospective structures or mineralization east of the 8E
Pod, and (3) test large gaps in the historic drilling west of the
8W Pod for prospective structures and mineralization.
Forty-one holes
were completed during the winter exploration drilling program for a
total of 9,756 metres. Based on initial probing results, 22 drill
holes intersected uranium mineralization above a cutoff grade of
0.05% eU3O8. Assay results
for the 2026 winter exploration drilling program are
pending.
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MANAGEMENT’S
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Borehole EM was
conducted on nine of the drill holes and acoustic televiewer was
attempted in all holes. The final processed data from the borehole
EM was received during the second quarter of 2026. A Moving Loop
Transient Electromagnetic (ML-TEM) survey over the McClean West
Grid area commenced in the first quarter of 2026 but was suspended
due to adverse weather conditions in mid-March with 80% of the
survey completed. The results of the ML-TEM are being
considered.
Work in the
second quarter of 2026 comprised working on geological
interpretation and report writing. The final borehole EM processed
data was received during the second quarter of 2026.
Waterfound
Waterfound is a
joint venture between Orano Canada (62.42%), JCU (25.8%) and
Denison (11.78%) and is operated by Orano Canada.
The project is
located along the LaRocque Lake corridor, which hosts high-grade
uranium mineralization at the Hurricane deposit (IsoEnergy), as
well as the western extension of Hurricane and at the LaRocque Lake
zone on the Cameco-operated Dawn Lake property. Waterfound hosts
two zones of high-grade uranium mineralization: the Alligator and
Crocodile Zones, which are both interpreted to sit on the D-1 North
trend. 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.
In the first
quarter of 2026, 25 drill holes were completed for 14,765 metres.
Borehole EM surveys were completed on 14 of the 20 selected 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. Based on initial probing results, uranium mineralization
exceeding a cutoff grade of 0.05% eU3O8 was encountered
in 16 drill holes with final results of the borehole EM survey and
final assay results are pending.
Wheeler North
In December 2025,
the Company completed a transaction with Skyharbour pursuant to
which Denison acquired a 49% stake in Wheeler North and entered
into an agreement with Skyharbour (51%), where Denison is the
Operator and has an option to acquire up to an additional 21%
interest through a two phase earn-in.
During the first
quarter of 2026, a three-hole drill program was completed at the
Fox Lake Trail target area totalling 1,915 metres. This program was
designed to further investigate the significant alteration and
elevated uranium intersected in previous years’ program on
the 7S conductor and to investigate the untested 1S and 3S
conductors.
All three drill
holes intersected favourable geology, including hydrothermal
hematite in the lower sandstone with quartzite basement
lithologies; however, conductive basement lithologies in response
to the interpreted targets, were not intersected. Geochemical
results are pending and are expected to be further incorporated
into the identification of future potential drill targets in this
area.
Planning of
drilling targets for a fall drilling program commenced late in the
second quarter of 2026. The planned 5,500 metre diamond drilling
program is set to commence in the third quarter of 2026 with
targets expected to focus on the Sphinx, Fork, and Grayling
areas.
Wolly
The Wolly project
is a joint venture between Orano Canada (65.88%, Operator), JCU
(12.78%), and Denison (21.34%). Deposits previously discovered on
the Wolly project were later partitioned into the McClean Lake
property, including JEB, McClean North/South, and the Sue
deposits.
Orano Canada is
the operator of the project and carried out an exploration diamond
drilling program during the first quarter of 2026. The program was
designed to evaluate the Collins Creek and Emperor target areas. At
Collins Creek historic 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, which is located approximately 1,200
metres to the west on the Cameco-operated Dawn Lake
property.
Twenty-fives
holes were completed for 7,143 metres during the first quarter of
2026, with 14 holes completed at Collins Creek, and 11 holes
completed at the Emperor trend with associated borehole EM. 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.
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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All 11 holes
completed at Emperor identified elevated uranium mineralization and
one hole encountered low-grade mineralization above a 0.05%
eU3O8 cutoff. Assay
results for the program are pending. In addition to the drilling
activities, an ML-TEM survey over the Pat North grid was completed
during the first quarter of 2026. The final processed borehole EM
data was received during the second quarter and the modelling of
the ML-TEM and borehole EM was finalized in June 2026.
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and
administrative expenses were $6,565,000 and $12,405,000,
respectively, during the three and six months ended June 30, 2026
(June 30, 2025 – $4,603,000 and $9,346,000). These costs are
mainly comprised of head office salaries and benefits, share based
compensation, audit and regulatory costs, legal fees, investor
relations expenses, and all other costs related to operating a
public company with listings in Canada and the United States. The
increase in general and administrative expenses during the period
was predominantly driven by an increase in (i) share-based
compensation and (ii) head office salaries and benefits due to
increases in headcount.
FINANCE INCOME AND EXPENSE
During the three
and six months ended June 30, 2026, the Company recognized finance
income of $43,022,000 and finance expense of $60,111,000,
respectively (June 30, 2025 – finance expense of $293,000 and
$118,000). Finance income and expense includes interest income
generated on cash and cash equivalents held by the Company,
interest expense due to the Convertible Notes, fair value
gains/losses on the Convertible Notes and Capped Call options, and
accretion expense.
Fair value loss on convertible notes conversion and redemption
options and Capped Call options
On August 15,
2025, the Company completed its ‘US-Style’ offering of
convertible senior unsecured notes for an aggregate principal
amount of US$345,000,000 ($476,307,000). The holders of the
Convertible Notes may convert their Convertible Notes after
December 31, 2025, under the following circumstances: (1) the
closing sale price of the Company’s common shares exceeds
130% of the conversion price of US$2.92 per share (US$3.79) for at
least 20 trading days in the 30 consecutive trading days ending on
the last trading day of the immediately preceding quarter (the
‘Share Price Threshold’); (2) the trading price per
US$1,000 principal amount of the Note is equal to or less than 98%
of the product of the closing sale price of the Company’s
common shares and the applicable conversion rate; (3) the
Convertible Notes are called for redemption by the Company; or (4)
after June 15, 2031. The conversion rate is 342.9355 common shares
per US$1,000 principal amount of notes which represents a
conversion price of approximately US$2.92 per share. Upon
conversion, the Company can settle in shares, cash or a combination
thereof, at its sole discretion.
The Company may
redeem for cash all or any portion of the Convertible Notes on or
after September 20, 2029, but only if Denison’s stock price
reaches at least 130% of the conversion price for 20 out of the
previous 30 consecutive trading days before each calendar quarter
end. The redemption price represents 100% of the principal amount
of the Convertible Notes, plus accrued and unpaid interest. The
Convertible Notes contain a make-whole provision such that, in the
event of a redemption, the conversion price is adjusted to ensure
no loss to the Noteholders. Upon the occurrence of specified
corporate transactions, such as a change of control, major
corporate transaction, or liquidation, the Company must offer to
repurchase all or part of the outstanding Convertible Notes for
cash.
The Convertible
Notes mature on September 15, 2031. Any Convertible Notes not
converted, repurchased or redeemed prior to the maturity date will
have their principal amount repaid by Denison in cash at
maturity.
Under IFRS 9,
Financial Instruments, the
conversion and redemption features of the Convertible Notes have
been bifurcated from the host debt instrument and are accounted for
as an embedded derivative (the ‘Embedded Derivatives’).
These Embedded Derivatives are recorded at fair value and will be
re-measured at each reporting date.
On issuance, the
Convertible Notes were trading at a premium to their face value,
with a fair value of $512,328,000 (US$371,091,000), resulting in a
day one non-cash loss of $36,021,000. The fair value of the
Embedded Derivatives on issuance was $205,086,000, resulting in a
host liability being measured at $289,929,000 (the residual amount
of $307,242,000 less $17,313,000 in transaction
costs).
During the three
months ended June 30, 2026, the Company’s share price
decreased from US$3.53 at March 31, 2026 to US$3.06 at June 30,
2026, resulting in a decrease in the fair value of the Embedded
Derivatives liability from $424,883,000 to $370,416,000, and thus a
fair value gain of $54,467,000 for the three months ended June 30,
2026 (three months ended June 30, 2025 - $Nil).
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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During the six
months ended June 30, 2026, the Company’s share price
increased from US$2.63 at December 31, 2025 to US$3.06 at June 30,
2026, resulting in an increase in the fair value of the Embedded
Derivatives liability from $316,444,000 to $370,416,000, and thus a
fair value loss of $53,972,000 for the six months ended June 30,
2026 (six months ended June 30, 2025 - $Nil).
The change in
fair value in both the three and six month periods on the Embedded
Derivatives is primarily due to the change in the Company’s
share price over the respective periods. The Share Price Threshold
was not met during the three months ended June 30, 2026, and the
Convertible Notes are not currently convertible or redeemable.
Accordingly, if the Convertible Notes matured at June 30, 2026, and
the Company chose to settle in cash, the settlement amount would
have been US$345,000,000 ($489,762,000).
Concurrently with
the issuance of the Convertible Notes, the Company purchased a
package of cash-settled call options (the ‘Capped
Calls’) with a strike price equal to the initial conversion
price of the Convertible Notes (US$2.92) and with a cap price of
US$4.32. This transaction effectively increased the conversion
price of the Convertible Notes to US$4.32 per share (i.e., if the
share price on conversion or maturity is over US$2.92 but less than
US$4.32, the settlement value of the Convertible Notes will be
higher than the US$345,000,000 face value; however, the proceeds
received by the Company from the exercise of the Capped Calls will
offset the incremental liability).
The purchase
price for the capped call transactions was US$35,363,000
($48,822,000). The Capped Calls are accounted for as a derivative
instrument and are re-measured to fair value at each reporting
date. The Capped Calls were initially valued at US$21,497,000
($29,679,000) on August 15, 2025. The initial valuation resulted in
a difference between the transaction price and the fair value on
initial recognition of $19,143,000. The valuation on initial
recognition is based on a valuation technique where not all the
inputs are market-observable, and therefore under IFRS, the day one
loss is deferred, and has been recorded as an asset on the
statement of financial position, which will be amortized on a
straight-line basis into net earnings over the contractual life of
the Capped Calls. Including the deferral of the loss, the fair
value of the Capped Call on December 31, 2025 was
$47,993,000.
During the three
months ended June 30, 2026, the Company’s share price
decreased from US$3.53 to US$3.06, resulting in a decrease in the
fair value of the Capped Calls from $61,211,000 to $56,754,000, and
thus a fair value loss of $4,457,000 for the three months ended
June 30, 2026 (three months ended June 30, 2025 - $Nil). During the
six months ended June 30, 2026, the Company’s share price
increased from US$2.63 to US$3.06, resulting in an increase in the
fair value of the Capped Calls from $47,993,000 to $56,754,000, and
thus a fair value gain of $8,761,000 for the six months ended June
30, 2026 (six months ended June 30, 2025 - $Nil).
Convertible Note interest expense
The Convertible
Notes pay interest semi-annually at a rate of 4.25% per annum
commencing on March 15, 2026. During the three and six months ended
June 30, 2026, the Company recognised interest expense on the
convertible notes of $5,074,000 and $10,102,000, respectively (June
30, 2025- $Nil and $Nil).
Accretion Expense – Convertible Notes
The transaction
costs relating to the issue of the Convertible Notes along with the
embedded derivatives are amortized over the life of the Convertible
Notes using the effective interest method. During the three and six
months ended June 30, 2026, the Company recognized an accretion
expense of $5,449,000 and $10,665,000, respectively (June 30, 2025
- $Nil and $Nil).
Capitalization of Borrowing Costs
Following FID on
February 24, 2026, the Company commenced capitalizing its borrowing
costs in accordance with IAS 23, Borrowing Costs. For the three and six
months ended June 30, 2026, borrowing costs of $1,685,000 and
$2,081,000, (June 30, 2025 - $Nil and $Nil) were capitalized to
Assets under Construction.
OTHER INCOME AND EXPENSE
During the three
and six months ended June 30, 2026, the Company recognized net
other income of $1,394,000 and $7,962,000, respectively (June 30,
2025 – net other income of $32,822,000 and
$5,415,000).
Fair value gains/losses on uranium investments
In 2021, the
Company acquired 2,500,000 pounds of U3O8 at a weighted
average cost of $36.67 (US$29.66) 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.
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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Given that this
material was acquired to be 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
800,000 pounds of U3O8 at a weighted
average price of $109.69 (US$79.99) per pound U3O8. During the
second quarter of 2026, the Company sold 750,000 pounds of
U3O8 at a weighted
average price of $122.16 (US$89.17) per pound.
As at June 30,
2026, the Company held uranium investments of 950,000 pounds of
U3O8, excluding the
Company’s share of uranium production from mining
activities.
During the three
months ended June 30, 2026, the spot price of U3O8 increased from
$116.82 (US$83.95) per pound U3O8 at March 31,
2026, to $120.45 (US$84.85) per pound U3O8 at June 30, 2026,
resulting in a fair value of the Company’s uranium
investments of $114,434,000 and mark-to-market gain for the three
months ended June 30, 2026 of $7,456,000 (three months ended June
30, 2025 – mark to market gain of $31,776,000). During the
six months ended June 30, 2026, the spot price of U3O8 increased from
$111.93 (US$81.55) per pound U3O8 at December 31,
2025, to $120.45 (US$84.85) per pound U3O8 at June 30, 2026,
resulting in a fair value of the Company’s uranium
investments of $114,434,000 and mark-to-market gain for the six
months ended June 30, 2026 of $15,782,000 (six months ended June
30, 2025 – mark to market gain of $4,527,000).
Fair value gains/losses on portfolio investments
During the three
and six months ended June 30, 2026, the Company recognized a loss
of $2,567,000 and $752,000, respectively on portfolio investments
carried at fair value (June 30, 2025 – gain of $1,620,000 and
$2,101,000). 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 1/10
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, 2026, the Company recognized
mark-to-market loss of $375,000 and a gain of $155,000,
respectively (June 30, 2025 – mark-to-market gain of $270,000
and mark-to-market loss of $508,000) on its investments in the
debentures. For the three months ended June 30, 2026, the loss was
primarily due to a decrease in the F3 share price between March 31,
2026 and June 30, 2026. For the six months ended June 30, 2026, the
gain was primarily due to an increase in the F3 share price between
December 31, 2025 and June 30, 2026, as well as a higher
volatility, which increased the value of the debentures embedded
conversion option.
Gain on receipt of proceeds from Uranium Industry a.s.
In
November 2015, the Company sold all of its mining assets and
operations located in Mongolia to Uranium Industry a.s
(‘UI’) pursuant to an amended and restated share
purchase agreement (the ‘GSJV Agreement’). The primary
assets at that time were the exploration licences for the Hairhan,
Haraat, Gurvan Saihan and Ulzit projects. As consideration for the
sale per the GSJV Agreement, the Company received cash
consideration of US$1,250,000 prior to closing and the rights to
receive additional contingent consideration of up to
US$12,000,000.
With
respect to outstanding contingent consideration payable to Denison
in relation to this transaction, in January 2022, the Company
executed a Repayment Agreement with UI (the ‘Repayment
Agreement’). Under the terms of the Repayment Agreement, UI
agreed to make scheduled payments plus additional interest and
fees, through a series of quarterly installments and annual
milestone payments until December 31, 2025. As at March 31, 2026,
US$702,000 remained outstanding under the Repayment
Agreement.
On
April 1, 2026, the Company received the remaining US$702,000 as
full and final settlement of all amounts payable under the GSJV
Agreement and the Repayment Agreement.
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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During
the three and six months ended June 30, 2026, as a result of the
payment received, the Company recorded gains related to the
Mongolia sale receivable of $971,000 and $971,000, respectively
(June 30, 2025 - $415,000 and $846,000).
Foreign exchange losses/gains
During the three
and six months ended June 30, 2026, the Company recognized a
foreign exchange loss of $2,873,000 and $6,413,000, respectively
(June 30, 2025 – loss of $1,110,000 and $1,127,000). The
foreign exchange loss is predominantly due to the impact of the
changes in the US dollar to Canadian dollar exchange rate during
the period on US dollar denominated monetary assets and
liabilities.
EQUITY SHARE OF LOSS FROM INVESTMENT IN ASSOCIATES
During the three
and six months ended June 30, 2026, the Company recorded its equity
share of loss from investments in associates (Foremost and Cosa) of
$745,000 and $961,000, respectively (June 30, 2025 –
$1,359,000 and $1,499,000). The Company records its share of income
or loss from Foremost and Cosa one quarter in arrears, based on the
most current available public financial information, adjusted for
any subsequent material transactions that have
occurred.
EQUITY SHARE OF LOSS FROM JOINT VENTURES
During the three
and six months ended June 30, 2026, the Company recorded its equity
share of loss from JCU of $539,000 and $1,109,000, respectively
(June 30, 2025 – loss of $426,000 and $937,000). The Company
records its share of income or loss from JCU one month in arrears,
based on the most current available financial information, adjusted
for any subsequent material transactions that have
occurred.
Denison is
actively involved in the uranium market to (a) execute on its
strategy to monetize its physical uranium holdings to fund a
portion of the construction costs for Phoenix, and (b) establish
long-term supply agreements to facilitate the sale of future
uranium production from the Company’s uranium mining
projects.
As at June 30,
2026, the Company held 950,000 pounds U3O8 in investments in
physical uranium and 145,926 pounds U3O8 of uranium
concentrates inventory from its share of McClean Lake production,
for a total uranium holdings of approximately 1.1 million pounds
U3O8.
The proceeds from
the sale of the Company’s physical uranium holdings and
inventory are an important part of the Company’s project
financing plans for Phoenix. At the end of the second quarter of
2026, 600,000 pounds U3O8 were committed
for deliveries between the third quarter of 2026 and the second
quarter of 2027. Of these committed quantities, the sales price has
been fixed for 350,000 pounds U3O8 with future gross
proceeds expected to be US$33.3 million (average price of
US$95.17/lb U3O8). The remaining
250,000 pounds U3O8 of committed
near-term sales are subject to market-related pricing to be fixed
in reference to the time of delivery.
Approximately
500,000 pounds U3O8 in physical
holdings and inventories remain uncommitted.
Including
near-term commitments, the Company has contracted firm uranium
sales commitments for over 8 million pounds U3O8 from its uranium
holdings and expected future uranium production, and is in advanced
negotiations for additional sales commitments of over 7 million
pounds U3O8, resulting in
total contracted and advanced negotiation sales commitments
(‘Total Uranium Commitment’) of over 15 million pounds
U3O8. The large
majority of contracted sales and those under advanced negotiation
are contemplated to occur post-2028 during the expected mine life
of Phoenix.
Customers include
several leading north American nuclear power plant operators
responsible for over 50 nuclear reactors, as well as multiple
reputable industry intermediaries, which have each demonstrated
significant interest in securing supply from Denison. Pricing
mechanisms include a mix of market-related with no floors and
ceilings, market-related with floors and ceilings, and
base-escalated pricing. The large majority of commitments are on a
market-related basis.
In August, the
Company finalized a contract for 1 million pounds U3O8 which was
categorized as under advanced negotiation in the first quarter of
2026. The reduction in Total Uranium Commitments from the prior
quarter relates entirely to the deliveries made during the second
quarter of 2026.
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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Cash and cash
equivalents were $465,289,000 at June 30, 2026 (December 31, 2025
– $465,918,000).
The decrease in
cash and cash equivalents from December 31, 2025, of $629,000 was
due to net cash used in operations of $58,766,000, which was
largely offset by cash provided by investing activities of
$49,539,000 and net cash provided by financing activities of
$3,788,000, as well as a positive foreign exchange effect on cash
and cash equivalents of $4,810,000.
Net cash used in
operating activities of $58,766,000 was due to the net loss for the
period adjusted for non-cash items, including fair value
adjustments.
Net cash provided
by investing activities of $49,539,000 was primarily due to the
proceeds received from the sale of uranium investments during the
period offset in part by an increase in property, plant &
equipment relating to milestone payments for long lead items for
the Wheeler River project and capitalization of eligible project
expenditures, a net increase in restricted cash due to the Company
replacing the letters of credit with surety bonds including the
reclamation bond required for the Phoenix Project , as well as the
Company’s incremental investment in JCU.
Net cash provided
from financing activities of $3,788,000 was primarily due to
proceeds received from the exercise of employee stock
options.
Use of Proceeds
December 2025 Flow Through Financing
As at June 30,
2026, the Company has spent $11,492,000 towards its obligation to
spend $15,000,000 on eligible Canadian exploration expenditures
related to the 2025 flow through financing. The remaining balance
of $3,508,000 is expected to be spent by December 31,
2026.
August 2025 Convertible Senior Unsecured Note
Financing
The Company
intends to use the net proceeds from the issuance of the
Convertible Notes for expenditures to support the evaluation and
development of the Company's uranium development projects,
including to fund the construction of Phoenix, and for general
corporate purposes. As at June 30, 2026, the Company’s use of
proceeds from this offering was in line with this
guidance.
Revolving Term Credit Facility
In January 2026,
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, 2027. Under the Credit
Facility, the Company has access to letters of credit of up to
$28,478,000, which is partially utilized for non-financial letters
of credit in support of performance obligations. The tangible net
worth covenant remains unchanged by the amendment. The Company has
provided $1,264,000 in cash collateral on deposit with BNS to
maintain the current letters of credit issued under the Credit
Facility.
At June 30, 2026,
the Company is in compliance with its facility covenants and has
access to letters of credit of up to $28,478,000 (December 31, 2025
- $28,478,000). The facility is partially utilized to provide a
$4,514,000 non-financial letter of credit issued in support of
performance obligations.
Issue of Surety Bonds
In April 2026,
the Company entered into an agreement with a Canadian licenced
insurance company to provide Surety Bonds totaling $36,846,000 in
support of decommissioning and reclamation obligations for the
McClean Lake Operation and Wheeler River Project. The Company
pledged $5,526,900 as restricted cash and investments pursuant to
its obligations under the agreement. The Surety Bonds are subject
to annual surety fees of 3.0%.
Following the
issue of the Surety Bonds the letters of credit previously provided
to the Government of Saskatchewan were returned to the Bank of Nova
Scotia (‘BNS’) and cancelled and $6,708,000 restricted
cash and investments were released by BNS as cash and cash
equivalents.
25
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
COMPENSATION OF KEY MANAGEMENT PERSONNEL
Key management
personnel are those persons having authority and responsibility for
planning, directing and controlling the activities of the Company,
directly or indirectly. Key management personnel include the
Company’s executive officers, vice-presidents, and members of
its Board of Directors.
The following
compensation was awarded to key management personnel:
|
|
|
Three
Months Ended
June
30
|
|
Six
Months Ended
June
30
|
||||
|
(in
thousands)
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(930)
|
$
|
(883)
|
$
|
(3,900)
|
$
|
(3,820)
|
|
Share-based
compensation
|
|
(1,215)
|
|
(668)
|
|
(2,717)
|
|
(1,612)
|
|
|
$
|
(2,145)
|
$
|
(1,551)
|
$
|
(6,617)
|
$
|
(5,432)
|
The increase in
key management compensation in the three and six period is
predominantly driven by an increase in the share-based compensation
resulting from the accelerated vesting of share-based awards from
certain employee departures. In addition, the Company recognizes
the accounting value of share-based compensation over the vesting
period. The number of share-based awards to be issued under the
Company’s long-term incentive plan is calculated based on the
fair value of the awards at December 31 of the immediately
preceding year, while the accounting value assigned to the awards
is based on their fair value at the date of issuance, which is
typically in March of the following year. In 2026, an increase in
the Company’s share price between December 31, 2025 and the
issue date of the awards in March 2026 resulted in a larger
increase in the share-based compensation for the three months ended
June 30, 2026 relating to this award than typical.
SUBSEQUENT EVENTS
Foremost Phase 2 Earn-In Completed
In July, 2026,
Foremost completed the second phase earn-in requirements under the
option agreement with the Company dated September 24, 2025. As a
result, Foremost has increased its vested interest in 10 of
Denison’s uranium exploration projects to 51%, with the
exception of Hatchet Lake, at 35.78%.
Cosa Issues Deferred Payment Shares
In July 2026,
Cosa issued 2,154,476 common shares at a deemed price of $0.69036
per share in full satisfaction of the remaining deferred
consideration pursuant to the acquisition agreement between Cosa
and Denison dated November 26, 2024.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements.
OUTSTANDING SHARE DATA
Common Shares
At August 12,
2026, there were 905,216,127 common shares issued and outstanding
and a total of 920,225,396 common shares on a fully-diluted
basis.
Stock Options and Share Units
At August 12,
2026, there were 5,122,830 stock options, and 9,886,439 share units
outstanding.
Refer to the
Company’s annual MD&A for the year ended December 31,
2025 for a detailed discussion of the previously disclosed 2026
budget and outlook.
26
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The outlook for
exploration expenditures has increased by $5,494,000 due to an
increase in operating expenses at the several remote exploration
camps as well as an expansion in the exploration programs at
Wheeler River and Murphy Lake.
The outlook for
evaluation expenditures has decreased by $4,164,000 predominantly
due to the deferral of evaluation activities at Gryphon into
2027.
The outlook for
development and Operations expenditures has increased by $548,000
due to costs associated with the expansion of environmental
monitoring and related studies for the legacy mine sites in Elliot
Lake.
The outlook for
Phoenix program expenditures has increased by $1,406,000 due to
increases to the Phoenix metallurgical program as well as increased
costs associated with IBA-type agreements signed in
2026.
|
(in
thousands)
|
|
PREVIOUS 2026
OUTLOOK(2)
|
CURRENT 2026 OUTLOOK(2)
|
Actual to
June 30, 2026(3)
|
|
Mining Segment
|
|
|
|
|
|
Mineral
Sales
|
|
29,000
|
29,000
|
-
|
|
Development &
Operations
|
|
(19,884)
|
(20,432)
|
(3,919)
|
|
Exploration
|
|
(22,322)
|
(27,816)
|
(16,023)
|
|
Evaluation
|
|
(16,558)
|
(12,396)
|
(11,455)
|
|
Phoenix Program
Expenditures
|
|
(15,688)
|
(17,094)
|
(6,282)
|
|
Phoenix
Construction Expenditures
|
|
(305,181)
|
(305,181)
|
(55,447)
|
|
JCU Cash
Contributions
|
|
(1,420)
|
(1,420)
|
(1,116)
|
|
|
|
(352,053)
|
(355,339)
|
(96,491)
|
|
Corporate and Other Segment
|
|
|
|
|
|
Corporate
Administration & Other
|
|
(31,944)
|
(31,944)
|
(18,034)
|
|
|
|
(31,944)
|
(31,944)
|
(18,034)
|
|
Total(1)
|
|
$ (383,997)
|
$ (387,283)
|
$ (114,525)
|
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 six months ended June 30, 2026, actual amounts reported
above includes capital additions of $60,646,000, JCU contributions
of $1,116,000, and excludes $14,032,000 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 of the Company’s
internal control over financial reporting as of June 30, 2026. 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, 2026. There have been no changes in our internal controls
over financial reporting during the six months ended June 30, 2026
that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
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 design
of the Company’s disclosure controls and procedures as at
June 30, 2026 and have concluded that these disclosure controls and
procedures were appropriately designed as at June 30,
2026.
27
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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 as defined by NI 43-101, has prepared
and/or reviewed and confirmed the scientific and technical
disclosure in this MD&A.
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
and an update to estimated Phoenix initial capital costs disclosed
in Denison’s AIF and Form 40-F dated March 30, 2026. The
technical report, AIF and Form-F are 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
(‘eU3O8’), 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 AIF filed
under the Company's profile on SEDAR+ (www.sedarplus.ca)
and in its Form 40-F available on EDGAR at www.sec.gov/edgar.shtml.
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; the results of, and estimates and assumptions used to
prepare, the capital cost update for Phoenix; Denison’s
outlook, plans and objectives for 2026 and beyond; exploration,
development and expansion programs, plans and objectives, including
projected status of detailed design engineering, long lead
procurement, field program optimization studies, and other project
planning programs; statements regarding Denison’s EA and EIS
approvals, expectations with respect to Denison’s Project
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;
expectations regarding evaluation and exploration activities at
Midwest; 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, Skyharbour, and F3; Denison’s
expectations with respect the exploration and evaluation of the
KLP; Denison’s plans with respect to its commercial
activities, including its physical uranium holdings and other
uranium sales transactions and the expected benefits thereof; and
the annual operating budget and capital expenditure programs,
estimated exploration, development and construction expenditures
and reclamation costs and Denison's share of same. Statements
relating to ‘mineral reserves’ or ‘mineral
resources’ are deemed to be forward-looking information, as
they involve the implied assessment, based on certain estimates and
assumptions that the mineral reserves and mineral resources
described can be profitably produced in the future.
Forward looking
statements are based on the opinions and estimates of management as
of the date such statements are made, and they are subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of Denison to be materially different from those expressed or
implied by such forward-looking statements. For example, the
results of the Denison’s studies, including the Phoenix FS,
and field work, may not be maintained after further testing or be
representative of actual mining plans for the Phoenix deposit after
further design and studies are completed. In addition, Denison may
decide or otherwise be required to discontinue testing, evaluation
and development work at Wheeler River or other projects, or its
exploration plans if it is unable to maintain or otherwise secure
the necessary resources (such as testing facilities, capital
funding, regulatory approvals, etc.) or operations are otherwise
affected by regulatory restrictions or requirements.
28
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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 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 AIF and Form-F as may be updated or supplemented in
this MD&A. 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 National Instrument 43-101 —
Standards of Disclosure for Mineral Projects (‘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’). These standards differ
significantly from the mineral property disclosure requirements of
the U.S. Securities and Exchange Commission (the ‘SEC’)
in Regulation S-K Subpart 1300 (the ‘SEC Modernization
Rules’) under the U.S. Securities Exchange Act of 1934, as
amended (the “U.S. Exchange Act”). Accordingly, there
is no assurance any mineral reserves or mineral resources that the
Company 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 the Company prepared the mineral reserve or mineral
resource estimates under the standards adopted under the SEC
Modernization Rules. For the above reasons, information contained
in the AIF and other documents incorporated by reference herein
containing descriptions of mineral deposits may not be comparable
to similar information made public by U.S. companies subject to the
SEC Modernization Rules. 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.
29
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, 2026.
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, 2026 and
ended on June 30, 2026 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
August 12, 2026
(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, 2026.
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, 2026 and
ended on June 30, 2026 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
August 12, 2026
(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
2026,
Highlighted by Significant Initial Progress from Construction
Activities at the Phoenix In-Situ Recovery (‘ISR’)
Uranium Mine
Toronto,
ON – August 12, 2026. 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, 2026. Both documents will be available on the Company’s
website (at www.denisonmines.com),
SEDAR+ (at www.sedarplus.ca)
and EDGAR (at www.sec.gov/edgar).
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, “Since the commencement of
on-site activity at Phoenix in March 2026, we have advanced
critical site preparation activities, including completion of over
20% of the total project site civil work and nearly 100% of the
civil subgrade work needed for the process plant and wellfield
areas, plus the installation of construction management and
temporary camp facilities.
Critical
first-year construction milestones are on track, including pouring
of the concrete foundations for the process plant and main power
transformer, commencement of installation of the freeze wall,
installation of on-site power distribution, and establishment of
the airstrip.
This
quarter’s financial results highlight the successful
execution of our multi-year project financing strategy to monetize
the 2.5 million pounds U3O8 of physical
uranium acquired in 2021. These holdings were acquired at an
average cost of $36.67 (US$29.66) per pound U3O8 and we have been
judiciously selling into a market of strengthening uranium prices.
In Q2, we sold 750,000 pounds U3O8 for an average
realized price of $122.16 (US$89.17) per pound U3O8, which generated
over $90 million in proceeds and a $64 million (233%) realized gain
compared to the original purchase price. Importantly, these
transactions provide meaningful funding for Phoenix without
dilution to our shareholders.
Denison is now fully engaged in a critical and exciting phase of
growth. With significant construction progress being made daily at
Phoenix, the Company having an active presence in the global
uranium marketplace, and our continued investment in future growth
through exploration and project development, we are well positioned
to offer shareholders unique exposure to the uranium market at a
time of growing recognition that the sector’s fundamentals
are robust and likely to continue
improving.”
Highlights
■
Completion of Site Preparation Activities and Commencement of
Full-Scale Construction at Phoenix
Since the
commencement of site preparation and early works in March 2026,
significant progress has been made by Denison and its construction
partners to complete several critical site preparation activities
– including substantial completion of site clearing
activities, advancement of schedule-sensitive site civil works, and
the establishment of construction management facilities.
Preparation activities also involved the installation and
commissioning of temporary construction camp facilities, which
significantly increases the accommodation capacity of the Wheeler
River property to nearly 400 people and allows a ramp-up in the
on-site workforce.
Construction
activity is expected to accelerate through the remainder of the
summer months with the commencement of a second shift, which means
seasonally sensitive civil and other construction work can continue
virtually 24-hours a day in support of the completion of our key
first-year construction milestones – including concrete pours
of the foundations for the process plant and main power
transformer, installation of the freeze wall, as well as earth
works for the airstrip, and on-site power
distribution.
By the end of
July, over 20% of overall site civil work is estimated to be
completed, including achievement of near 100% completion of civil
subgrade work for the process plant and wellfield areas. Aggregate
production required for various site civil purposes continues at a
nearby quarry, and the concrete batch plant has been mobilized to
site. Taken together, schedule-critical concrete-related activities
for the main process plant and substation foundations are on-track
for commencement in August. Additionally, installation of the
freeze wall for Phase 1 of the mine has been
initiated.
■
Uranium Sales Generate $92 million in Gross Proceeds and Crystalize
233% Gain from Acquisition Cost
In 2021, the
Company acquired 2,500,000 pounds of U3O8 at a weighted
average cost of $36.67 (US$29.66) per pound U3O8 to be held as a
long-term investment to strengthen the Company’s balance
sheet and support the future financing of the Wheeler River
project. Consistent with this strategy, during the second quarter,
Denison sold 750,000 pounds U3O8 at an average
realized price of $122.16 (US$89.17) per pound U3O8 to generate $91.6
million (US$66.9 million) in gross proceeds – representing a
gain of $64.1 million (or 233%) from the original purchase
price.
As of June 30,
2026, the Company held 950,000 pounds U3O8 in investments in
physical uranium and 145,926 pounds U3O8 of uranium
concentrates inventory from its share of McClean Lake production,
for total uranium holdings of approximately 1.1 million pounds
U3O8.
Consistent with
the construction financing needs for Phoenix, a total of 600,000
pounds U3O8 are committed for
deliveries between the third quarter of 2026 and the second quarter
of 2027. Of these committed quantities, the sales price has been
fixed for 350,000 pounds U3O8 with future gross
proceeds expected to be US$33.3 million (average price of
US$95.17/lb U3O8). The remaining
250,000 pounds U3O8 of committed
near-term sales are subject to market-related pricing to be fixed
in reference to the time of delivery. Approximately 500,000 pounds
U3O8 in physical
holdings and inventories remain uncommitted.
■
Active Winter Exploration Season Wraps up with Several Positive
Results
Winter
exploration activities across Denison’s extensive exploration
project portfolio wrapped up during the second quarter. During the
six months ending June 30, 2026, exploration work was completed on
a total of 18 Denison and partner-operated properties. Over 50,000
metres of diamond drilling was completed in 140 drill holes across
10 properties, and geophysical surveys were conducted on 14
properties.
Notable uranium
mineralization was reported from the Phoenix North target area on
the Wheeler River property, as well as the Orano Canada Inc.
(“Orano Canada”) operated McClean Lake, Waterfound and
Wolly properties, plus the Murphy Lake North and Darby properties
operated by Cosa Resources (“Cosa”), and the Hatchet
Lake property operated by Foremost Clean Energy
(“Foremost”).
With an extensive
portfolio of 100%-owned and joint venture exploration properties,
covering over 450,000 hectares, Denison has been one of the most
active explorers in the Athabasca Basin region, while only having
to fund approximately $10 million in exploration expenditures
during the first half of 2026.
About Denison
Denison Mines Corp. was formed under the laws of Ontario and is a
reporting issuer in all Canadian provinces and territories.
Denison’s common shares are listed on the Toronto Stock
Exchange (the “TSX”) under the symbol ‘DML’
and on the NYSE American exchange under the symbol
‘DNN’.
Denison is a uranium mining, exploration and development company
with interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. The Company has an effective 95% interest in
its flagship Wheeler River Uranium Project, which is the largest
undeveloped uranium project in the infrastructure rich eastern
portion of the Athabasca Basin region of northern Saskatchewan. In
mid-2023, the Phoenix FS was completed for the Phoenix ISR mining
operation, and an update to the 2018 Pre-Feasibility Study
(“2018 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 Phoenix commenced in 2019 and the required
permits have been obtained to commence construction –
including the July 2025 approval of the project’s EA by the
Province of Saskatchewan and the February 2026 federal approval of
the EA and issuance of the Construction Licence.
Denison’s interests in Saskatchewan also include a 22.5%
ownership interest in the MLJV, which restarted mining with SABRE
in 2025) and the McClean Lake uranium mill (currently utilizing a
portion of its licensed capacity to process the ore from the Cigar
Lake mine under a toll milling agreement), plus a 25.17% interest
in the Midwest Main and Midwest A deposits held by the Midwest
Joint Venture (“MWJV”), and a 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 ~457,000
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.
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
Vice President
Corporate Development & Commercial
Follow Denison on
Twitter
@DenisonMinesCo
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: Denison’s outlook, plans and objectives
with respect to Phoenix construction and the Company’s other
exploration, development and expansion programs, plans and
objectives; expectations regarding uranium mining on the McClean
Lake property; Denison’s land position; expectations
regarding Denison’s joint venture ownership interests and the
continuity of its agreements with its partners; Denison’s
plans with respect to its commercial activities, including its
physical uranium holdings and other uranium sales transactions and
the expected benefits thereof. Statements relating to
‘mineral reserves’ or ‘mineral resources’
are deemed to be forward-looking information, as they involve the
implied assessment, based on certain estimates and assumptions that
the mineral reserves and mineral resources described can be
profitably produced in the future.
Forward looking
statements are based on the opinions and estimates of management as
of the date such statements are made, and they are subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of Denison to be materially different from those expressed or
implied by such forward-looking statements. For example, the
results of the Denison’s studies, including the Phoenix FS,
and field work, may not be maintained after further testing or be
representative of actual mining plans for the Phoenix deposit after
further design and studies are completed. In addition, Denison may
decide or otherwise be required to discontinue work at Wheeler
River or other projects 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 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
this MD&A. 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.