Denison Mines Corp 6-K, filed Nov 5, 2021
Denison Mines Corp. (DNN)
6-K
2021-11-05
For: 2021-11-04
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on November 5, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: November 5, 2021
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): ☐
INCORPORATION BY REFERENCE
Exhibits 99.1, 99.2
and 99.5 to this Form 6-K of Denison Mines Corp. are hereby
incorporated by reference to its Registration Statement on Form
F-10 (File No. 333-258939), as amended or
supplemented.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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DENISON MINES
CORP.
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/s/ Amanda Willett
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Date:
November 5, 2021
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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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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 September
30
2021
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At December
31
2020
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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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50,877
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$
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24,992
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Trade and other
receivables (note 5)
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4,469
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3,374
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Inventories (note
6)
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3,119
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3,015
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Investments-equity
instruments (note 7)
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25,958
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16,657
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Prepaid expenses
and other
|
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1,163
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1,373
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85,586
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49,411
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Non-Current
|
|
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Inventories-ore
in stockpiles (note 6)
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2,098
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2,098
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Investments-equity
instruments (note 7)
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468
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293
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Investments-uranium
(note 7)
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131,483
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-
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Investments-joint
venture (note 8)
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21,771
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-
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Prepaid expenses
and other
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260
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-
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Restricted cash
and investments (note 9)
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12,337
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12,018
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Property, plant
and equipment (note 10)
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255,689
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256,870
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Total
assets
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$
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509,692
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$
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320,690
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LIABILITIES
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Current
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Accounts payable
and accrued liabilities (note 11)
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$
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9,019
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$
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7,178
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Current portion
of long-term liabilities:
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Deferred revenue
(note 12)
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4,656
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3,478
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Post-employment
benefits (note 13)
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120
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120
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Reclamation
obligations (note 14)
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802
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802
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Other liabilities
(note 16)
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205
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262
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14,802
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11,840
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Non-Current
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Deferred revenue
(note 12)
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32,526
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33,139
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Post-employment
benefits (note 13)
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1,174
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1,241
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Reclamation
obligations (note 14)
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38,026
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37,618
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Share purchase
warrants liability (note 15)
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24,801
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-
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Other liabilities
(note 16)
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357
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375
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Deferred income
tax liability
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7,707
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9,192
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Total
liabilities
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119,393
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93,405
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EQUITY
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Share capital
(note 17)
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1,508,481
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1,366,710
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Contributed
surplus (note 18)
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67,003
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67,387
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Deficit
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(1,186,961)
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(1,208,587)
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Accumulated other
comprehensive income (note 19)
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1,776
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1,775
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Total
equity
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390,299
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227,285
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Total
liabilities and equity
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$
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509,692
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$
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320,690
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Issued and
outstanding common shares (in thousands) (note 17)
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807,362
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678,982
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Commitments
and contingencies (note 25)
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Subsequent
events (note 26)
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The accompanying
notes are integral to the condensed interim consolidated financial
statements
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1
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INTERIM CONSOLIDATED FINANCIAL STATEMENTS
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)
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(Unaudited -
Expressed in thousands of CAD dollars except for share and per
share amounts)
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Three
Month Ended
September
30
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Nine
Months Ended
September
30
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2021
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2020
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2021
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2020
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REVENUES (note 21)
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$
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9,541
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$
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2,743
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$
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16,663
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$
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10,329
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EXPENSES
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Operating (note
20, 21)
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(4,319)
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(2,358)
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(9,898)
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(7,726)
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Evaluation (note
21)
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(3,839)
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(790)
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(12,981)
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(2,647)
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Exploration (note
21)
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(842)
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(954)
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(2,718)
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(3,133)
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General and
administrative (note 21)
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(2,089)
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(2,110)
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(7,076)
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(5,719)
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Other income
(expense) (note 20)
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34,999
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(1,318)
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39,306
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(2,347)
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23,910
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(7,530)
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6,633
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(21,572)
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Income
(loss) before net finance expense
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33,451
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(4,787)
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23,296
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(11,243)
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Finance expense,
net (note 20)
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(1,054)
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(1,081)
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(3,093)
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(3,205)
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Equity share of
loss of joint venture (note 8)
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(84)
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-
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(84)
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-
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Income (loss)
before taxes
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32,313
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(5,868)
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20,119
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(14,448)
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Income tax
recovery (note 23)
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Deferred
|
|
553
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386
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1,507
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1,260
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Net income (loss)
for the period
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$
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32,866
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$
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(5,482)
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$
|
21,626
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$
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(13,188)
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Other
comprehensive income (loss) (note 19):
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Items that may be
reclassified to income (loss):
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Foreign currency
translation change
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4
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3
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1
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(4)
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Comprehensive
income (loss) for the period
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$
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32,870
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$
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(5,479)
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$
|
21,627
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$
|
(13,192)
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|
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Basic and diluted
net income (loss) per share:
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|
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Basic
|
$
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0.04
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$
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(0.01)
|
$
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0.03
|
$
|
(0.02)
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Diluted
|
$
|
0.04
|
$
|
(0.01)
|
$
|
0.03
|
$
|
(0.02)
|
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|
||||
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Weighted-average number of
shares outstanding (in thousands):
|
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|
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|
||||
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Basic
|
|
805,987
|
|
626,182
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|
775,157
|
|
614,871
|
||||
|
Diluted
|
|
816,365
|
|
626,182
|
|
784,991
|
|
614,871
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
The accompanying
notes are integral to the condensed interim consolidated financial
statements
|
||||||||||||
2
|
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INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
|
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY
|
||||||||
|
(Unaudited -
Expressed in thousands of CAD dollars)
|
||||||||
|
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|
|
Nine
Months Ended
September
30
|
||||
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital (note 17)
|
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
$
|
1,366,710
|
$
|
1,335,467
|
|
Shares issued for
cash, net of issue costs
|
|
|
|
|
|
134,050
|
|
6,878
|
|
Share options
exercised-cash
|
|
|
|
|
|
5,349
|
|
77
|
|
Share options
exercised-fair value adjustment
|
|
|
|
|
|
1,833
|
|
25
|
|
Share units
exercised-fair value adjustment
|
|
|
|
|
|
538
|
|
164
|
|
Warrants
exercised-cash
|
|
|
|
|
|
1
|
|
-
|
|
Balance-end of
period
|
|
|
|
|
|
1,508,481
|
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1,342,611
|
|
|
|
|
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|
|
|
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|
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Share purchase warrants
|
|
|
|
|
|
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|
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Balance-beginning
of period
|
|
|
|
|
|
-
|
|
435
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Warrants
expired
|
|
|
|
|
|
-
|
|
(435)
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Balance-end of
period
|
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|
|
-
|
|
-
|
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|
|
|
|
|
|
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|
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Contributed surplus
|
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
67,387
|
|
65,417
|
|
Share-based
compensation expense (note 18)
|
|
|
|
|
|
1,987
|
|
1,373
|
|
Share options
exercised-fair value adjustment
|
|
|
|
|
|
(1,833)
|
|
(25)
|
|
Share units
exercised-fair value adjustment
|
|
|
|
|
|
(538)
|
|
(164)
|
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Warrants
expired
|
|
|
|
|
|
-
|
|
435
|
|
Balance-end of
period
|
|
|
|
|
|
67,003
|
|
67,036
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
(1,208,587)
|
|
(1,192,304)
|
|
Net income
(loss)
|
|
|
|
|
|
21,626
|
|
(13,188)
|
|
Balance-end of
period
|
|
|
|
|
|
(1,186,961)
|
|
(1,205,492)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (note 19)
|
|
|
|
|
|
|
||
|
Balance-beginning
of period
|
|
|
|
|
|
1,775
|
|
1,134
|
|
Foreign currency
translation
|
|
|
|
|
|
1
|
|
(4)
|
|
Balance-end of
period
|
|
|
|
|
|
1,776
|
|
1,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
227,285
|
|
210,149
|
|
Balance-end of
period
|
|
|
|
|
$
|
390,299
|
$
|
205,285
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are integral to 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)
|
||||||||||
|
|
|
|
|
Nine
Months Ended
September
30
|
||||||
|
CASH PROVIDED BY (USED IN):
|
|
|
|
|
|
2021
|
|
2020
|
||
|
|
|
|
|
|
|
|
|
|
||
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
||
|
Net income (loss)
for the period
|
|
|
|
|
$
|
21,626
|
$
|
(13,188)
|
||
|
Items not
affecting cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||
|
Depletion,
depreciation, amortization and accretion
|
|
|
|
|
|
5,095
|
|
4,920
|
||
|
Share-based
compensation (note 18)
|
|
|
|
|
|
1,987
|
|
1,373
|
||
|
Recognition
of deferred revenue (note 12)
|
|
|
|
|
|
(1,756)
|
|
(1,210)
|
||
|
Loss (gain)
on property, plant and equipment disposals (note 20)
|
|
|
|
2
|
|
(407)
|
||||
|
Gain on lease
liability derecognition
|
|
|
|
(4)
|
|
-
|
||||
|
Fair value
change losses (gains):
|
|
|
|
|
|
|
||||
|
Investments-equity
instruments (note 20)
|
|
|
|
(9,476)
|
|
2,094
|
||||
|
Investments-uranium
(note 20)
|
|
|
|
(43,672)
|
|
-
|
||||
|
Share warrant
liabilities (note 20)
|
|
|
|
11,567
|
|
-
|
||||
|
Joint
venture-share of equity loss (note 8)
|
|
|
|
84
|
|
-
|
||||
|
Warrant
liabilities issue costs expensed (note 17)
|
|
|
|
791
|
|
-
|
||||
|
Foreign exchange
losses (gains) (note 20)
|
|
|
|
|
|
1,219
|
|
-
|
||
|
Deferred income
tax recovery
|
|
|
|
|
|
(1,507)
|
|
(1,260)
|
||
|
Post-employment
benefit payments (note 13)
|
|
|
|
|
|
(84)
|
|
(63)
|
||
|
Reclamation
obligation expenditures (note 14)
|
|
|
|
|
|
(599)
|
|
(606)
|
||
|
Change in
non-cash working capital items (note 20)
|
|
|
|
|
|
(114)
|
|
(133)
|
||
|
Net
cash used in operating activities
|
|
|
|
|
|
(14,841)
|
|
(8,480)
|
||
|
|
|
|
|
|
|
|
|
|
||
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
||
|
Sale of
investments-equity instruments (note 7)
|
|
|
|
|
|
-
|
|
477
|
||
|
Purchase of
investments-uranium (note 7)
|
|
|
|
|
|
(87,811)
|
|
(7)
|
||
|
Increase in term
loan receivable and investment in joint venture (note
8)
|
|
|
|
|
|
(40,950)
|
|
-
|
||
|
Repayment of term
loan receivable (note 8)
|
|
|
|
|
|
20,450
|
|
-
|
||
|
Transaction
costs-investment in joint venture (note 8)
|
|
|
|
|
|
(1,355)
|
|
-
|
||
|
Purchase of
property, plant and equipment (note 10)
|
|
|
|
(446)
|
|
(153)
|
||||
|
Proceeds
on sale of property, plant and equipment
|
|
|
|
|
|
2
|
|
137
|
||
|
Increase
in restricted cash and investments
|
|
|
|
(319)
|
|
(196)
|
||||
|
Net
cash (used in) contributed by investing activities
|
|
|
|
|
|
(110,429)
|
|
258
|
||
|
|
|
|
|
|
|
|
|
|
||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
||
|
Issuance of debt
obligations (note 16)
|
|
|
|
|
|
34
|
|
-
|
||
|
Repayment
of debt obligations (note 16)
|
|
|
|
|
|
(189)
|
|
(405)
|
||
|
Proceeds
from unit issues, net of issue costs (note 17)
|
|
|
|
135,630
|
|
-
|
||||
|
Proceeds
from share issues, net of issue costs (note 17)
|
|
|
|
|
|
10,863
|
|
6,878
|
||
|
Share
option exercise proceeds (note 17)
|
|
|
|
|
|
5,349
|
|
77
|
||
|
Warrant
exercise proceeds
|
|
|
|
|
|
1
|
|
-
|
||
|
Net
cash provided by financing activities
|
|
|
|
|
|
151,688
|
|
6,550
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Increase
(decrease) in cash and cash equivalents
|
|
|
|
|
|
26,418
|
|
(1,672)
|
||
|
Foreign
exchange effect on cash and cash equivalents
|
|
|
|
|
|
(533)
|
|
-
|
||
|
Cash
and cash equivalents, beginning of period
|
|
|
|
|
|
24,992
|
|
8,190
|
||
|
Cash
and cash equivalents, end of period
|
|
|
|
|
$
|
50,877
|
$
|
6,518
|
||
|
|
||||||||||
|
The accompanying
notes are integral to the condensed interim consolidated financial
statements
|
||||||||||
4
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
|
|
|
(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 and
development of uranium bearing properties, extraction, processing,
and selling of, and investing in uranium.
The Company has
an effective 95.0% interest in the Wheeler River Joint Venture
(“WRJV”), a 66.90% interest in the Waterbury Lake
Limited Partnership (“WLULP”), a 22.5% interest in the
McClean Lake Joint Venture (“MLJV”) (which includes the
McClean Lake mill) and a 25.17% interest in the Midwest Joint
Venture (“MWJV”), each of which are located in the
eastern portion of the Athabasca Basin region in northern
Saskatchewan, Canada. The McClean Lake mill is contracted to
provide toll milling services to the Cigar Lake Joint Venture
(“CLJV”) under the terms of a toll milling agreement
between the parties (see note 14). In addition, the Company has
varying ownership interests in a number of other development and
exploration projects located in Canada.
Additionally,
through its 50% ownership of JCU (Canada) Exploration Company,
Limited (“JCU”), Denison holds additional interest in
various uranium project joint ventures in Canada including the
Millennium project (JCU 30.099%), the Kiggavik project (JCU
33.8123%) and Christie Lake (JCU 34.4508%). See note 8 for
details.
The Company
provides mine decommissioning and other services (collectively
“environmental services”) to third parties through its
Closed Mines group and until July 19, 2021, was also the manager of
Uranium Participation Corporation (“UPC”). See note 22
for further details.
DMC is
incorporated under the Business Corporations Act (Ontario) and
domiciled in Canada. The address of its registered head office is
40 University Avenue, Suite 1100, Toronto, Ontario, Canada, M5J
1T1.
2.
STATEMENT
OF COMPLIANCE
These condensed
interim consolidated financial statements have been prepared in
accordance with International Accounting Standards
(“IAS”) 34, Interim Financial Reporting. The condensed
interim consolidated financial statements should be read in
conjunction with the audited annual consolidated financial
statements for the year ended December 31, 2020. The
Company’s presentation currency is Canadian dollars
(“CAD”).
These financial
statements were approved by the board of directors for issue on
November 4, 2021.
3.
ACCOUNTING
POLICIES AND COMPARATIVE NUMBERS
Accounting
Policies
The significant
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, 2020 except as noted
below.
During the nine
months ended September 30, 2021, the Company acquired physical
uranium to be held as a long-term investment. As physical uranium
is not a financial asset, the provisions of IFRS 9 “Financial
Instruments” do not apply to the Company’s investment
in uranium. In addition, during the nine months ended September 30,
2021, the Company acquired an investment in a joint venture through
its acquisition of 50% of JCU (see note 8). As a result of these
changes, the Company has added the following new accounting
policies in 2021:
(a)
Investments-uranium
Investments in
uranium are initially recorded at cost, on the date that control of
the uranium passes to the Company. Cost is calculated as the
purchase price and any directly attributable expenditure.
Subsequent to initial recognition, investments in uranium are
measured at fair value at each reporting period end. Fair value is
determined based on the most recent month-end spot prices for
uranium published by UxC LLC (“UxC”) and converted to
Canadian dollars using the foreign exchange rate at the date of the
consolidated statement of financial position. Related fair value
gains and losses subsequent to initial recognition are recorded in
the consolidated statement of income (loss) as a component of
“Other Income (Expense)” in the period in which they
arise.
5
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The Company is
presenting its uranium investments at fair value based on the
application of IAS 40 “Investment Property” which
allows for the use of a fair value model for assets held for
long-term capital appreciation.
(b)
Investments-joint
venture
A joint venture
is an arrangement over which the Company shares joint control and
which provides the Company with rights to the net assets of the
arrangement. As at September 30, 2021, Denison holds a 50% interest
in JCU, a stand-alone company, and shares joint control.
Accordingly, this joint venture is accounted for using the equity
method.
Under the equity
method, investments in joint ventures are initially recorded at
cost and adjusted thereafter to record the Company’s share of
post-acquisition earnings or loss of the joint venture as if the
joint venture had been consolidated. The carrying value of
investments in joint ventures is also increased or decreased to
reflect the Company’s share of capital transactions,
including amounts recognized in other comprehensive income, and for
accounting changes that relate to periods subsequent to the date of
acquisition.
Comparative
numbers
Certain
classifications of the comparative figures have been changed to
conform to those used in the current period.
4.
CASH AND
CASH EQUIVALENTS
The cash and cash
equivalent balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
$
|
2,344
|
$
|
12,004
|
|
Cash in MLJV and
MWJV
|
|
|
|
613
|
|
540
|
|
Cash
equivalents
|
|
|
|
47,920
|
|
12,448
|
|
|
|
|
$
|
50,877
|
$
|
24,992
|
5.
TRADE AND
OTHER RECEIVABLES
The trade and
other receivables balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
$
|
3,836
|
$
|
2,644
|
|
|
Receivables in
MLJV and MWJV
|
|
|
|
307
|
|
394
|
|
|
Sales tax
receivables
|
|
|
|
325
|
|
154
|
|
|
Sundry
receivables
|
|
|
|
1
|
|
182
|
|
|
|
|
|
$
|
4,469
|
$
|
3,374
|
|
6
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
6.
INVENTORIES
The inventories
balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Inventory of ore
in stockpiles
|
|
|
$
|
2,098
|
$
|
2,098
|
|
Mine and mill
supplies in MLJV
|
|
|
|
3,119
|
|
3,015
|
|
|
|
|
$
|
5,217
|
$
|
5,113
|
|
|
|
|
|
|
|
|
|
Inventories-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
3,119
|
$
|
3,015
|
|
Long-term-ore in
stockpiles
|
|
|
|
2,098
|
|
2,098
|
|
|
|
|
$
|
5,217
|
$
|
5,113
|
7.
INVESTMENTS
The investments
balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Equity
instruments
|
|
|
|
|
|
|
|
Shares
|
|
|
$
|
25,958
|
$
|
16,657
|
|
Warrants
|
|
|
|
468
|
|
293
|
|
Uranium
|
|
|
|
131,483
|
|
-
|
|
|
|
|
$
|
157,909
|
$
|
16,950
|
|
|
|
|
|
|
|
|
|
Investments-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
25,958
|
$
|
16,657
|
|
Long-term
|
|
|
|
131,951
|
|
293
|
|
|
|
|
$
|
157,909
|
$
|
16,950
|
The investments
continuity summary is as follows:
|
(in thousands of
CAD dollars)
|
|
Equity
Instruments
|
|
Physical
Uranium
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Balance -
December 31, 2020
|
$
|
16,950
|
$
|
-
|
$
|
16,950
|
|
Purchase of
investments
Fair value gain
to profit and loss (note 20)
|
|
-
9,476
|
|
87,811
43,672
|
|
87,811
53,148
|
|
Balance –
September 30, 2021
|
$
|
26,426
|
$
|
131,483
|
$
|
157,909
|
During the nine
months ended September 30, 2021, the Company entered into purchase
agreements to acquire a total of 2,500,000 pounds of physical
uranium as U3O8 to be held as a
long-term investment. As at September 30, 2021, the Company has
purchased 2,400,000 pounds of physical uranium as U3O8 at a cost of
$87,811,000 (USD$71,070,000), including purchase commissions. See
note 25 for additional details on the Company’s remaining
purchase commitment of physical uranium.
See note 26 for
further details.
7
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
8.
INVESTMENT
IN JOINT VENTURE
The investment in
joint venture balance consists of:
|
|
|
|
|
At September
30
|
|
At September
30
|
|
(in
thousands)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Investment in
joint venture-by investee:
|
|
|
|
|
|
|
|
JCU
|
|
|
$
|
21,771
|
$
|
-
|
|
|
|
|
$
|
21,771
|
$
|
-
|
A summary of the
investment in JCU is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2020
|
|
|
|
|
$
|
-
|
|
Investment at
cost:
|
|
|
|
|
|
|
|
Acquisition of
50% of JCU
|
|
|
|
21,855
|
||
|
Share of equity
loss
|
|
|
|
|
|
(84)
|
|
Balance-September
30, 2021
|
|
|
|
|
$
|
21,771
|
On August 3,
2021, Denison completed the acquisition of 50% of JCU from UEX
Corporation (“UEX”), for cash consideration of
$20,500,000 plus transaction costs of $1,355,000. Denison’s
acquisition of its 50% interest in JCU occurred immediately
following UEX’s acquisition of all the outstanding shares of
JCU from Overseas Uranium Resources Development Co., Limited
(“OURD”) for cash consideration of
$41,000,000.
Pursuant to
Denison's agreement with UEX, Denison provided UEX with an
interest-free 90-day term loan of $40,950,000 million (the "Term
Loan") to facilitate UEX's purchase of JCU from OURD. On the
transfer of 50% of the shares in JCU from UEX to Denison,
$20,500,000 of the amount drawn under the Term Loan was deemed
repaid by UEX. UEX repaid the remainder of the Term Loan in
September 2021.
JCU is a private
company that holds a portfolio of twelve uranium project joint
venture interests in Canada, including a 10% interest the Wheeler
River project, a 30.099% interest in the Millennium project (Cameco
Corporation 69.901%), a 33.8123% interest in the Kiggavik project
(Orano Canada Inc. 66.1877%), and a 34.4508% interest in the
Christie Lake Project (UEX 65.5492%).
The following
tables are summaries of 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 policy). Denison records
its share of equity 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 quarter
end date on which Denison is reporting.
|
|
|
|
|
At September
30
|
|
At
|
|
(in
thousands)
|
|
|
|
2021
|
|
Acquisition
(1)
|
|
|
|
|
|
|
|
|
|
Total current
assets(2)
|
|
|
$
|
5,825
|
$
|
5,825
|
|
Total non-current
assets
|
|
|
|
38,064
|
|
38,064
|
|
Total current
liabilities
|
|
|
|
(348)
|
|
(181)
|
|
Total non-current
liabilities
|
|
|
|
-
|
|
-
|
|
Total net
assets
|
|
|
$
|
43,541
|
$
|
43,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
Month Ended
|
|
|
|
|
|
|
|
August
31,2021
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
$
|
-
|
|
Net
loss
|
|
|
|
|
|
(167)
|
|
Other
comprehensive income (loss)
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
|
Reconciliation of
JCU net assets to Denison investment carrying value:
|
|
|
||||
|
Net assets of
JCU–at acquisition
|
|
|
|
|
$
|
43,708
|
|
Net
loss
|
|
|
|
|
|
(167)
|
|
Net assets of
JCU–at September 30, 2021
|
|
|
|
|
$
|
43,541
|
|
Denison ownership
interest
|
|
|
|
|
|
50.00%
|
|
Denison share of
net assets of JCU
|
|
|
|
|
|
21,771
|
|
Other
adjustments
|
|
|
|
|
|
-
|
|
Investment in
JCU
|
|
|
|
|
$
|
21,771
|
(1)
Based on available August 3,
2021 financial information.
(2)
Included in current assets
are $5,823,000 in cash and cash equivalents, $2,000 in accounts
receivable
9.
RESTRICTED
CASH AND INVESTMENTS
The restricted
cash and investments balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
$
|
3,202
|
$
|
2,883
|
|
Investments
|
|
|
|
9,135
|
|
9,135
|
|
|
|
|
$
|
12,337
|
$
|
12,018
|
|
Restricted cash
and investments-by item:
|
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
|
|
|
$
|
3,202
|
$
|
2,883
|
|
Letters of credit
facility pledged assets
|
|
|
|
9,000
|
|
9,000
|
|
Letters of credit
additional collateral
|
|
|
|
135
|
|
135
|
|
|
|
|
$
|
12,337
|
$
|
12,018
|
At September 30,
2021, all term deposits have maturities of less than 90 days at
date of purchase.
Elliot
Lake Reclamation Trust Fund
During the nine
months ended September 30, 2021, the Company deposited an
additional $793,000 into the Elliot Lake Reclamation Trust Fund and
withdrew $477,000.
Letters of
Credit Facility Pledged Assets
At September 30,
2021, the Company had on deposit $9,000,000 with the Bank of Nova
Scotia (“BNS”) as pledged restricted cash and
investments pursuant to its obligations under an amended and
extended letters of credit facility (see notes 14 and
16).
Letters of
Credit Additional Collateral
At September 30,
2021, the Company had on deposit an additional $135,000 of cash
collateral with BNS in respect of the portion of its issued
reclamation letters of credit in excess of the collateral available
under its letters of credit facility (see notes 14 and
16).
9
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
10.
PROPERTY,
PLANT AND EQUIPMENT
The property,
plant and equipment (“PP&E”) continuity summary is
as follows:
|
|
|
Plant
and Equipment
|
|
Mineral
|
|
Total
|
||
|
(in thousands of
CAD dollars)
|
|
Owned
|
|
Right-of-Use
|
|
Properties
|
|
PP&E
|
|
|
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
Balance –
December 31, 2020
|
$
|
106,087
|
$
|
891
|
$
|
179,743
|
$
|
286,721
|
|
Additions
|
|
404
|
|
83
|
|
32
|
|
519
|
|
Disposals
|
|
(117)
|
|
(21)
|
|
-
|
|
(138)
|
|
Recoveries
|
|
-
|
|
-
|
|
(1)
|
|
(1)
|
|
Balance
– September 30, 2021
|
$
|
106,374
|
$
|
953
|
$
|
179,774
|
$
|
287,101
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization, depreciation:
|
|
|
|
|
|
|
|
|
|
Balance –
December 31, 2020
|
$
|
(29,495)
|
$
|
(356)
|
$
|
-
|
$
|
(29,851)
|
|
Amortization
|
|
(210)
|
|
-
|
|
-
|
|
(210)
|
|
Depreciation
|
|
(1,333)
|
|
(152)
|
|
-
|
|
(1,485)
|
|
Disposals
|
|
117
|
|
17
|
|
-
|
|
134
|
|
Balance
– September 30, 2021
|
$
|
(30,921)
|
$
|
(491)
|
$
|
-
|
$
|
(31,412)
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
value:
|
|
|
|
|
|
|
|
|
|
Balance –
December 31, 2020
|
$
|
76,592
|
$
|
535
|
$
|
179,743
|
$
|
256,870
|
|
Balance –
September 30, 2021
|
$
|
75,453
|
$
|
462
|
$
|
179,774
|
$
|
255,689
|
Plant and
Equipment – Owned
The Company has a
22.5% interest in the McClean Lake mill through its ownership
interest in the MLJV. The carrying value of the mill, comprised of
various infrastructure, building and machinery assets, represents
$67,592,000, or 89%, of the September 2021 owned plant and
equipment total carrying value amount. See note 12 for the current
operating status of the McClean Lake mill.
Plant and
Equipment – Right-of-Use
The Company has
included the cost of various right-of-use (“ROU”)
assets within its plant and equipment carrying value amount. These
assets consist of building, vehicle and office equipment leases.
The majority of the ROU assets value, 77.3%, is attributable to the
building lease assets for the Company’s office and
warehousing spaces located in Toronto and Saskatoon.
Mineral
Properties
As at September
30, 2021, the Company has various interests in development,
evaluation and exploration projects located in Saskatchewan,
Canada, which are either held directly or through option or various
contractual agreements. The properties with significant carrying
values, being Wheeler River, Waterbury Lake, Midwest, Mann Lake,
Wolly, Johnston Lake and McClean Lake, represent $162,673,000, or
90.5%, of the September 2021 total mineral property carrying
amount.
11. ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
The accounts
payable and accrued liabilities balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
$
|
4,119
|
$
|
2,513
|
|
|
Payables in MLJV
and MWJV
|
|
|
|
4,010
|
|
3,719
|
|
|
Other
payables
|
|
|
|
890
|
|
946
|
|
|
|
|
|
$
|
9,019
|
$
|
7,178
|
|
10
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
12. DEFERRED
REVENUE
The deferred
revenue balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Deferred revenue
– pre-sold toll milling:
|
|
|
|
|
|
|
|
CLJV toll milling
– APG
|
|
|
$
|
37,182
|
$
|
36,617
|
|
|
|
|
$
|
37,182
|
$
|
36,617
|
|
|
|
|
|
|
|
|
|
Deferred
revenue-by balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
4,656
|
$
|
3,478
|
|
Non-current
|
|
|
|
32,526
|
|
33,139
|
|
|
|
|
$
|
37,182
|
$
|
36,617
|
The deferred
revenue liability continuity summary is as follows:
|
(in thousands of
CAD dollars)
|
|
|
|
|
|
Deferred
Revenue
|
|
|
|
|
|
|
|
|
|
Balance -
December 31, 2020
|
|
|
|
|
$
|
36,617
|
|
Accretion (note
20)
|
|
|
|
|
|
2,321
|
|
Revenue
recognized during the period (note 21)
|
|
|
|
|
|
(1,756)
|
|
Balance –
September 30, 2021
|
|
|
|
|
$
|
37,182
|
Arrangement
with Anglo Pacific Group PLC (“APG”)
In February 2017,
Denison closed an arrangement with APG under which Denison received
an upfront payment in exchange for its right to receive specified
future toll milling cash receipts from the MLJV under the current
toll milling agreement with the CLJV from July 1, 2016 onwards. The
APG Arrangement represents a contractual obligation of Denison to
pay onward to APG any cash proceeds of future toll milling revenue
earned by the Company related to the processing of 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 APG
or any changes in Cigar Lake Phase 1 and Phase 2 toll milling
production estimates are recognized.
In the nine
months ended September 30, 2021, the Company has recognized
$1,756,000 of toll milling revenue from the draw-down of deferred
revenue consisting of $1,695,000 based on Cigar Lake toll milling
production in the nine-month period (6,552,000 pounds U3O8 on a 100% basis)
and a retroactive $61,000 increase in revenue resulting from
changes in estimates to the toll milling drawdown rate in the
second quarter of 2021. For the comparative nine months ended
September 30, 2020, the Company recognized $1,210,000 of toll
milling revenue from the draw-down of deferred revenue comprised of
$1,050,000 based on Cigar Lake toll milling production in the
quarter (4,550,000 pounds U3O8 on a 100% basis)
and a retroactive $59,000 increase in revenue resulting from
changes in estimates to the toll milling drawdown rate in the
second quarter of 2020.
Production at the
Cigar Lake mine and the McClean Lake mill, was temporarily
suspended at the beginning of 2021, owing to the shut-down of the
Cigar Lake mine in response to the COVID-19 pandemic. Cameco
restarted ore production at the Cigar Lake mine in April 2021 and
toll-milling production at McClean Lake restarted in May 2021, with
packaged uranium production resuming in early June 2021. The
current portion of the deferred revenue liability at September 2021
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 will be reassessed on a
quarterly basis.
11
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
13. POST-EMPLOYMENT
BENEFITS
The
post-employment benefits balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Accrued benefit
obligation
|
|
|
$
|
1,294
|
$
|
1,361
|
|
|
|
|
$
|
1,294
|
$
|
1,361
|
|
|
|
|
|
|
|
|
|
Post-employment
benefits-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
120
|
$
|
120
|
|
Non-current
|
|
|
|
1,174
|
|
1,241
|
|
|
|
|
$
|
1,294
|
$
|
1,361
|
The
post-employment benefits continuity summary is as
follows:
|
(in thousands of
CAD dollars)
|
|
|
|
|
|
Post-Employment
Benefits
|
|
|
|
|
|
|
|
|
|
Balance -
December 31, 2020
|
|
|
|
|
$
|
1,361
|
|
Accretion (note
20)
|
|
|
|
|
|
17
|
|
Benefits
paid
|
|
|
|
|
|
(84)
|
|
Balance –
September 30, 2021
|
|
|
|
|
$
|
1,294
|
14. RECLAMATION
OBLIGATIONS
The reclamation
obligations balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by location:
|
|
|
|
|
|
|
|
Elliot
Lake
|
|
|
$
|
21,489
|
$
|
21,523
|
|
McClean and
Midwest Joint Ventures
|
|
|
|
17,317
|
|
16,875
|
|
Other
|
|
|
|
22
|
|
22
|
|
|
|
|
$
|
38,828
|
$
|
38,420
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
802
|
$
|
802
|
|
Non-current
|
|
|
|
38,026
|
|
37,618
|
|
|
|
|
$
|
38,828
|
$
|
38,420
|
The reclamation
obligations continuity summary is as follows:
|
(in thousands of
CAD dollars)
|
|
|
|
|
|
Reclamation
Obligations
|
|
|
|
|
|
|
|
|
|
Balance -
December 31, 2020
|
|
|
|
|
$
|
38,420
|
|
Accretion (note
20)
|
|
|
|
|
|
1,007
|
|
Expenditures
incurred
|
|
|
|
|
|
(599)
|
|
Balance –
September 30, 2021
|
|
|
|
|
$
|
38,828
|
Site
Restoration: Elliot Lake
Spending on
restoration activities at the Elliot Lake site is funded from
monies in the Elliot Lake Reclamation Trust fund (see note
9).
12
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
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. As at
September 30, 2021, the Company has provided irrevocable standby
letters of credit, from a chartered bank, in favour of the
Saskatchewan Ministry of Environment, totalling $24,135,000 which
relate to the most recently filed reclamation plan dated March
2016.
15. SHARE
PURCHASE WARRANTS LIABILITY
In connection
with the public offerings of units in February 2021 and March 2021
(see note 17), the Company issued 15,796,975 and 39,215,000 share
purchase warrants to unit holders, respectively. The February 2021
warrants entitle the holder to acquire one common share of the
Company at an exercise price of USD$2.00 for 24 months after
issuance (February 2023). The March 2021 warrants entitle the
holder to acquire one common share of the Company at an exercise
price of USD$2.25 for 24 months after issuance (March
2023).
Since these
warrants are exercisable in U.S. dollars (“USD”), which
differs from the Company’s CAD functional currency, they are
classified as derivative liabilities and are required to be carried
as liabilities at fair value through profit and loss. When the fair
value of the warrants is revalued at each reporting period, the
change in the liability is recorded through net profit or loss in
Other Income.
The fair value of
the February 2021 warrants was estimated to be $0.2215 on the date
of issue, based on a relative fair value basis approach, using a
USD to CAD foreign exchange rate of 0.7928 and incorporating the
following assumptions in the Black-Scholes option pricing model
– expected volatility of 67.3%, risk-free interest rate of
0.22%, dividend yield of 0% and an expected term of 2
years.
At September 30,
2021, the fair value of the February 2021 warrants was estimated to
be $0.4408, using a USD to CAD foreign exchange rate of 0.7849 and
incorporating the following assumptions in the Black-Scholes option
pricing model – expected volatility of 74.50%, risk-free
interest rate of 0.52%, dividend yield of 0% and an expected term
of 1.39 years.
The fair value of
the March 2021 warrants was estimated to be $0.2482 on the date of
issue, based on a relative fair value basis approach, using a USD
to CAD foreign exchange rate of 0.7992 and incorporating the
following assumptions in the Black-Scholes option pricing model
– expected volatility of 71.54%, risk-free interest rate of
0.27%, dividend yield of 0% and an expected term of 2
years.
At September 30,
2021, the fair value of the March 2021 warrants was estimated to be
$0.4549, using a USD to CAD foreign exchange rate of 0.7849 and
incorporating the following assumptions in the Black-Scholes option
pricing model – expected volatility of 80.71%, risk-free
interest rate of 0.52%, dividend yield of 0% and an expected term
of 1.42 years.
The share
purchase warrants liability continuity is as follows:
|
|
Number
of
|
|
Warrant
|
|
(in thousands of
CAD dollars except warrant amounts)
|
Warrants
|
|
Liability
|
|
|
|
|
|
|
Balance -
December 31, 2020
|
-
|
$
|
-
|
|
Warrants issued
on February 19, 2021
|
15,796,975
|
|
3,499
|
|
Warrants issued
on March 22, 2021
|
39,215,000
|
|
9,735
|
|
February 2021
warrants exercised
Change in fair
value estimates
|
(500)
-
|
|
-
11,567
|
|
Balance –
September 30, 2021
|
55,011,475
|
$
|
24,801
|
13
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
16. OTHER
LIABILITIES
The other
liabilities balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Debt
obligations:
|
|
|
|
|
|
|
|
Lease
liabilities
|
|
|
$
|
502
|
$
|
582
|
|
Loan
liabilities
|
|
|
|
60
|
|
33
|
|
Flow-through
share premium obligation (note 17)
|
|
|
|
-
|
|
22
|
|
|
|
|
$
|
562
|
$
|
637
|
|
|
|
|
|
|
|
|
|
Other
liabilities-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
205
|
$
|
262
|
|
Non-current
|
|
|
|
357
|
|
375
|
|
|
|
|
$
|
562
|
$
|
637
|
Debt
Obligations
At September 30,
2021, the Company’s debt obligations are comprised of lease
liabilities and loan liabilities. The debt obligations continuity
summary is as follows:
|
|
|
|
Lease
|
|
Loan
|
|
Total
Debt
|
||
|
(in thousands of
CAD dollars)
|
|
|
|
Liabilities
|
|
Liabilities
|
|
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance –
December 31, 2020
|
|
|
$
|
582
|
$
|
33
|
$
|
615
|
|
|
Accretion (note
20)
|
|
|
|
35
|
|
-
|
|
35
|
|
|
Additions
|
|
|
|
72
|
|
34
|
|
106
|
|
|
Disposal
Repayments
|
|
|
|
(5)
(182)
|
|
-
(7)
|
|
(5)
(189)
|
|
|
Balance
– September 30, 2021
|
|
|
$
|
502
|
$
|
60
|
$
|
562
|
|
Debt
Obligations – Scheduled Maturities
The following
table outlines the Company’s scheduled maturities of its debt
obligations at September 30, 2021:
|
|
|
|
Lease
|
|
Loan
|
|
Total
Debt
|
||
|
(in thousands of
CAD dollars)
|
|
|
|
Liabilities
|
|
Liabilities
|
|
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity analysis
– contractual undiscounted cash flows:
|
|
|
|
|
|
|
|||
|
Next 12
months
|
|
|
$
|
188
|
$
|
17
|
$
|
205
|
|
|
One to five
years
|
|
|
|
393
|
|
48
|
|
441
|
|
|
More than five
years
|
|
|
|
-
|
|
-
|
|
-
|
|
|
Total obligation
– September 30, 2021 – undiscounted
|
|
581
|
|
65
|
|
646
|
|||
|
Present value
discount adjustment
|
|
|
|
(79)
|
|
(5)
|
|
(84)
|
|
|
Total
obligation – September 30, 2021 –
discounted
|
|
|
$
|
502
|
$
|
60
|
$
|
562
|
|
Letters of
Credit Facility
In January 2021,
the Company entered into an amending agreement for its letters of
credit facility with BNS (the “2021 Facility”). Under
the amendment, the maturity date of the 2021 Facility has been
extended to January 31, 2022. All other terms of the 2021 Facility
(tangible net worth covenant, pledged cash, investment amounts and
security for the facility) remain unchanged from the previous
facility. Accordingly, the 2021 Facility continues to provide the
Company with access to credit up to $24,000,000 (the use of which
is restricted to non-financial letters of credit in support of
reclamation obligations) subject to letter of credit fees of 2.40%
(0.40% on the $9,000,000 covered by pledged cash collateral) and
standby fees of 0.75%.
14
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
At September 30,
2021, the Company is in compliance with its facility covenants and
$24,000,000 (December 31, 2020: $24,000,000) of the facility is
being utilized as collateral for letters of credit issued in
respect of the reclamation obligations for the MLJV and MWJV (see
note 14). During the nine months ended September 30, 2021, the
Company incurred letter of credit fees of $297,000 (September 30,
2020: $298,000).
17. 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 of
CAD dollars except share amounts)
|
Shares
|
|
Capital
|
|
|
|
|
|
|
Balance -
December 31, 2020
|
678,981,882
|
$
|
1,366,710
|
|
Issued for
cash:
|
|
|
|
|
Unit issue
proceeds – total
|
110,023,950
|
|
144,214
|
|
Less: allocation
to share warrants liability (note 15)
|
-
|
|
(13,234)
|
|
Unit issue costs
- total
|
-
|
|
(8,584)
|
|
Less: allocation
to share warrants issue expense
|
-
|
|
791
|
|
Other share issue
proceeds – total
|
10,156,186
|
|
11,914
|
|
Less: other share
issue costs
|
-
|
|
(1,051)
|
|
Share option
exercises
|
7,280,548
|
|
5,349
|
|
Share option
exercises – fair value adjustment
|
-
|
|
1,833
|
|
Warrants
exercises – fair value adjustment
|
500
|
|
1
|
|
Share unit
exercises – fair value adjustment
|
919,413
|
|
538
|
|
|
128,380,597
|
|
141,771
|
|
Balance –
September 30, 2021
|
807,362,479
|
$
|
1,508,481
|
Unit and
Other Share Issues
In January and
February 2021, Denison, through its agents, issued 4,230,186 common
shares under its at-the-market (“ATM”) program that was
established pursuant to the equity distribution agreement dated
November 13, 2020 and qualified by a prospectus supplement to the
2020 Shelf Prospectus (“2020 ATM Program”). The common
shares were issued at an average price of $0.93 per share for
aggregate gross proceeds of $3,914,000. The Company also recognized
issue costs of $466,000 related to its ATM share issuances which
includes $78,000 of commissions and $384,000 associated with the
set-up of the 2020 ATM Program which were previously deferred on
the balance sheet and included in Prepaid expenses and other at
December 31, 2020. In connection with the public offering completed
on March 22, 2021 (see below), the Company terminated its 2020 ATM
Program and has ceased any distributions thereunder.
On February 19,
2021, the Company completed a public offering by way of a
prospectus supplement to the 2020 Shelf Prospectus of 31,593,950
units of the Company at USD$0.91 per unit for gross proceeds of
$36,265,000 (USD$28,750,000), including the full exercise of the
underwriters’ over-allotment option of 4,120,950 units. Each
unit consisted of one common share and one-half of one transferable
common share purchase warrant of the Company. Each full warrant is
exercisable to acquire one common share of the Company at an
exercise price of USD$2.00 for 24 months after issuance. A portion
of the gross proceeds ($3,499,000 – see note 15) has been
allocated to share warrant liabilities on a relative fair value
basis and the pro-rata share of the issue costs associated with the
offering has been expensed within Other expense (see note
20).
On March 3, 2021,
the Company completed a private placement of 5,926,000 flow-through
common shares at a price of $1.35 per share for gross proceeds of
approximately $8,000,000. The income tax benefits of this issue
will be renounced to subscribers with an effective date of December
31, 2021. The related flow-through share premium liability was
valued at $nil as the issue price was less than the Company’s
observed share price on the date of issue.
On March 22,
2021, the Company completed a public offering by way of a
prospectus supplement to the 2020 Shelf Prospectus of 78,430,000
units of the Company at USD$1.10 per unit for gross proceeds of
$107,949,000 (USD$86,273,000), including the full exercise of the
underwriters’ over-allotment option of 10,230,000 units. Each
unit consisted of one common share and one-half of one transferable
common share purchase warrant of the Company.
15
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Each full warrant
is exercisable to acquire one common share of the Company at an
exercise price of USD$2.25 for 24 months after issuance. A portion
of the gross proceeds ($9,735,000 – see note 15) has been
allocated to share warrant liabilities on a relative fair value
basis and the pro-rata share of the issue costs associated with the
offering has been expensed within Other expense (see note
20).
On September 16,
2021, the Company filed a short form base shelf prospectus
(‘2021 Shelf Prospectus’) with the securities
regulatory authorities in each of the provinces and territories in
Canada and in the United States. Under the 2021 Shelf Prospectus,
the Company is allowed to issue securities, in amounts, at prices,
and on terms to be determined based on market conditions at the
time of sale and as set forth in the 2021 Shelf Prospectus, for an
aggregate offering amount of up to $250,000,000 during the 25 month
period ending on October 16, 2023. To date, the Company has not
issued any securities pursuant to the 2021 Shelf
Prospectus.
On September 28,
2021, Denison entered into an equity distribution agreement
providing for an ATM equity offering program qualified by a
prospectus supplement to the 2021 Shelf Prospectus (“2021 ATM
Program") The 2021 ATM Program will allow Denison, through its
agents, to, from time to time, offer and sell, in Canada and the
United States, such number of common shares as would have an
aggregate offering price of up to USD$50,000,000. To date, the
Company has not issued any shares under the 2021 ATM
Program.
Flow-Through
Share Issues
The Company
finances a portion of its exploration programs through the use of
flow-through share issuances. Canadian income tax deductions
relating to these expenditures are claimable by the investors and
not by the Company.
As at September
30, 2021, the Company estimates that it has satisfied its
obligation to spend $930,000 on eligible exploration expenditures
in fiscal 2021 due to the issuance of flow-through shares in
December 2020. The Company renounced the income tax benefits of
this issue in February 2021, with an effective date of renunciation
to its subscribers of December 31, 2020. In conjunction with the
renunciation, the flow-through share premium liability at December
31, 2020 has been extinguished and a deferred tax recovery has been
recognized in the first quarter of 2021 (see note 23).
As at September
30, 2021, the Company estimates that it has incurred $946,000 of
expenditures towards its obligation to spend $8,000,000 on eligible
exploration expenditures by the end of fiscal 2022 due to the
issuance of flow-through shares in March 2021.
18. SHARE-BASED
COMPENSATION
The
Company’s share-based compensation arrangements include stock
options, restricted share units (“RSUs”) and
performance share units (“PSUs”).
A summary of
share-based compensation expense recognized in the statement of
income (loss) is as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Share based
compensation expense for:
|
|
|
|
|
|
|
|
|
|
Stock
options
|
$
|
(368)
|
$
|
(138)
|
$
|
(983)
|
$
|
(434)
|
|
RSUs
|
|
(348)
|
|
(273)
|
|
(1,011)
|
|
(760)
|
|
PSUs
|
|
24
|
|
(58)
|
|
7
|
|
(179)
|
|
Share
based compensation expense
|
$
|
(692)
|
$
|
(469)
|
$
|
(1,987)
|
$
|
(1,373)
|
An additional
$3,084,000 in share-based compensation expense remains to be
recognized, up until August 2024, on outstanding options and share
units at September 30, 2021.
16
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Stock
Options
Stock options
granted in 2021 vest over a period of 24 months. A continuity
summary of the stock options granted under the Company’s
stock-based compensation plan is presented below:
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
|
|
Number
of
|
|
Price
per
|
|
|
|
|
|
|
|
|
Common
|
|
Share
|
|
|
|
|
|
|
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
outstanding – December 31, 2020
|
|
|
|
15,077,243
|
$
|
0.67
|
|||
|
Grants
|
|
|
|
|
|
|
4,067,000
|
|
1.28
|
|
Exercises
(1)
|
|
|
|
|
|
|
(7,280,548)
|
|
0.74
|
|
Expiries
|
|
|
|
|
|
|
(31,000)
|
|
0.66
|
|
Forfeitures
|
|
|
|
|
|
|
(1,065,500)
|
|
0.77
|
|
Stock options
outstanding – September 30, 2021
|
|
|
|
10,767,195
|
$
|
0.84
|
|||
|
Stock options
exercisable – September 30, 2021
|
|
|
|
5,517,195
|
$
|
0.66
|
|||
(1)
The weighted average share
price at the date of exercise was $1.34.
A summary of the
Company’s stock options outstanding at September 30, 2021 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
outstanding
|
|
|
|
|
|
|
|||
|
$ 0.25 to $
0.49
|
|
3.39
|
|
2,452,000
|
$
|
0.45
|
|||
|
$ 0.50 to $
0.74
|
|
|
|
|
2.00
|
|
3,295,395
|
|
0.64
|
|
$ 0.75 to $
0.99
|
|
|
|
|
0.44
|
|
1,351,800
|
|
0.85
|
|
$ 1.00 to $
1.39
|
|
|
|
|
4.45
|
|
3,370,000
|
|
1.26
|
|
$ 1.40 to $
1.79
|
|
|
|
|
4.61
|
|
298,000
|
|
1.43
|
|
Stock options
outstanding – September 30, 2021
|
|
|
2.96
|
|
10,767,195
|
$
|
0.84
|
||
Options
outstanding at September 30, 2021 expire between March 2022 and May
2026.
The fair value of
each 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
options granted during the current period:
|
|
|
|
|
Nine Months
Ended
|
|
|
|
|
|
|
September 30,
2021
|
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
|
0.70% -
0.80%
|
|
|
Expected stock
price volatility
|
|
|
|
66.11% -
69.66%
|
|
|
Expected
life
|
|
|
|
3.4
years
|
|
|
Expected dividend
yield
|
|
|
|
-
|
|
|
Fair value
per share under options granted
|
|
|
$0.59 -
$0.69
|
||
Share
Units
RSUs granted
under the plan in 2021 vest ratably over a period of three years.
No PSUs have been granted in 2021 as at September 30,
2021.
17
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
A continuity
summary of the RSUs and PSUs of the Company granted under the share
unit plan is presented below:
|
|
|
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, 2020
|
|
5,691,899
|
$
|
0.52
|
|
2,020,000
|
$
|
0.63
|
|
Grants
|
|
1,905,000
|
|
1.42
|
|
-
|
|
-
|
|
Exercises
(1)
|
|
(709,413)
|
|
0.56
|
|
(210,000)
|
|
0.66
|
|
Forfeitures
|
|
(1,052,729)
|
|
0.63
|
|
(280,000)
|
|
0.68
|
|
Units outstanding
– September 30, 2021
|
|
5,834,757
|
$
|
0.79
|
|
1,530,000
|
$
|
0.62
|
|
Units
vested – September 30, 2021
|
|
2,041,260
|
$
|
0.59
|
|
870,000
|
$
|
0.63
|
(1)
The weighted average share
price at the date of exercise was $1.51 for RSUs and $1.41 for
PSUs.
The fair value of
each RSU and PSU granted is estimated on the date of grant using
the Company’s closing share price on the day before the grant
date.
19. ACCUMULATED
OTHER COMPREHENSIVE INCOME (LOSS)
The accumulated
other comprehensive income (loss) balance consists of:
|
|
|
|
|
At September
30
|
|
At December
31
|
|
(in thousands of
CAD dollars)
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
Cumulative
foreign currency translation
|
|
|
$
|
414
|
$
|
413
|
|
Unamortized
experience gain-post employment liability
|
|
|
|
|
||
|
Gross
|
|
|
|
1,847
|
|
1,847
|
|
Tax
effect
|
|
|
|
(485)
|
|
(485)
|
|
|
|
|
$
|
1,776
|
$
|
1,775
|
20. SUPPLEMENTAL
FINANCIAL INFORMATION
The components of
operating expenses are as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods and
services sold:
|
|
|
|
|
|
|
|
|
|
Cost of goods
sold – mineral concentrates
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(526)
|
|
Operating
overheads:
|
|
|
|
|
|
|
|
|
|
Mining, other
development expense
|
|
(1,199)
|
|
(454)
|
|
(2,254)
|
|
(1,001)
|
|
Milling,
conversion expense
|
|
(767)
|
|
(84)
|
|
(1,242)
|
|
(830)
|
|
Less
absorption:
|
|
|
|
|
|
|
|
|
|
-Mineral
properties
|
|
10
|
|
13
|
|
32
|
|
38
|
|
Cost of
services
|
|
(2,293)
|
|
(1,773)
|
|
(6,224)
|
|
(5,147)
|
|
Cost of goods and
services sold
|
|
(4,249)
|
|
(2,298)
|
|
(9,688)
|
|
(7,466)
|
|
Reclamation asset
amortization
|
|
(70)
|
|
(60)
|
|
(210)
|
|
(182)
|
|
Selling
expenses
|
|
-
|
|
-
|
|
-
|
|
(14)
|
|
Sales royalties
and non-income taxes
|
|
-
|
|
-
|
|
-
|
|
(64)
|
|
Operating
expenses
|
$
|
(4,319)
|
$
|
(2,358)
|
$
|
(9,898)
|
$
|
(7,726)
|
18
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The components of
other income (expense) are as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses)
on:
|
|
|
|
|
|
|
|
|
|
Foreign
exchange
|
$
|
398
|
$
|
(81)
|
$
|
(1,219)
|
$
|
(159)
|
|
Disposal of
property, plant and equipment
|
|
(4)
|
|
|
|
(2)
|
|
407
|
|
Fair value
changes:
|
|
|
|
|
|
|
|
|
|
Investments-equity
instruments (note 7)
|
|
4,334
|
|
(1,133)
|
|
9,476
|
|
(2,094)
|
|
Investments-uranium (note
7)
|
|
36,138
|
|
-
|
|
43,672
|
|
-
|
|
Warrant
liabilities (note 15)
|
|
(5,735)
|
|
-
|
|
(11,567)
|
|
-
|
|
Issue
costs-warrant liabilities (note 17)
|
|
-
|
|
-
|
|
(791)
|
|
-
|
|
Uranium
investment carrying charges
|
|
(72)
|
|
-
|
|
(126)
|
|
-
|
|
Other
|
|
(60)
|
|
(104)
|
|
(137)
|
|
(501)
|
|
Other
income (expense)
|
$
|
34,999
|
$
|
(1,318)
|
$
|
39,306
|
$
|
(2,347)
|
The components of
finance income (expense) are as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
$
|
76
|
$
|
60
|
$
|
288
|
$
|
216
|
|
Interest
expense
|
|
(1)
|
|
(1)
|
|
(1)
|
|
(4)
|
|
Accretion
expense
|
|
|
|
|
|
|
|
|
|
Deferred
revenue (note 12)
|
|
(777)
|
|
(772)
|
|
(2,321)
|
|
(2,309)
|
|
Post-employment
benefits (note 13)
|
|
(6)
|
|
(17)
|
|
(17)
|
|
(51)
|
|
Reclamation
obligations (note 14)
|
|
(335)
|
|
(338)
|
|
(1,007)
|
|
(1,014)
|
|
Debt
obligations (note 16)
|
|
(11)
|
|
(13)
|
|
(35)
|
|
(43)
|
|
Finance
income (expense)
|
$
|
(1,054)
|
$
|
(1,081)
|
$
|
(3,093)
|
$
|
(3,205)
|
A summary of
depreciation expense recognized in the statement of income (loss)
is as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
Mining, other
development expense
|
$
|
-
|
$
|
|
$
|
(1)
|
$
|
(2)
|
|
Milling,
conversion expense
|
|
(678)
|
|
(62)
|
|
(1,107)
|
|
(798)
|
|
Cost of
services
|
|
(46)
|
|
(47)
|
|
(136)
|
|
(147)
|
|
Evaluation
|
|
(9)
|
|
(9)
|
|
(27)
|
|
(27)
|
|
Exploration
|
|
(49)
|
|
(36)
|
|
(129)
|
|
(114)
|
|
General and
administrative
|
|
(30)
|
|
(32)
|
|
(85)
|
|
(96)
|
|
Depreciation
expense-gross
|
$
|
(812)
|
$
|
(186)
|
$
|
(1,485)
|
$
|
(1,184)
|
A summary of
employee benefits expense recognized in the statement of income
(loss) is as follows:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(2,173)
|
$
|
(1,831)
|
$
|
(7,311)
|
$
|
(5,534)
|
|
Share-based
compensation (note 18)
|
|
(692)
|
|
(469)
|
|
(1,987)
|
|
(1,373)
|
|
Termination
benefits
|
|
(85)
|
|
-
|
|
(114)
|
|
-
|
|
Employee
benefits expense
|
$
|
(2,950)
|
$
|
(2,300)
|
$
|
(9,412)
|
$
|
(6,907)
|
19
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The
change in non-cash working capital items in the consolidated
statements of cash flows is as follows:
|
|
|
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Change in
non-cash working capital items:
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
|
$
|
(1,095)
|
$
|
1,013
|
|
Inventories
|
|
|
|
|
|
(104)
|
|
157
|
|
Prepaid expenses
and other assets
|
|
|
|
|
|
(70)
|
|
151
|
|
Accounts payable
and accrued liabilities
|
|
|
|
|
|
1,155
|
|
(1,454)
|
|
Change
in non-cash working capital items
|
|
|
|
|
$
|
(114)
|
$
|
(133)
|
21. SEGMENTED
INFORMATION
Business
Segments
The Company
operates in three primary segments – the Mining segment, the
Closed Mine Services 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 from mine production.
The Closed Mine Services segment includes the results of the
Company’s environmental services business which provides mine
decommissioning and other services to third parties. The Corporate
and Other segment includes management fee income earned from UPC
and general corporate expenses not allocated to the other segments.
Management fee income from UPC has been included with general
corporate expenses due to the shared infrastructure between the two
activities. For the nine months ended September 30, 2021,
reportable segment results were as follows:
|
(in thousands of
CAD dollars)
|
|
|
Mining
|
Closed
Mine
Services
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,756
|
6,943
|
7,964
|
16,663
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(3,673)
|
(6,225)
|
-
|
(9,898)
|
|
Evaluation
|
|
|
(12,981)
|
-
|
-
|
(12,981)
|
|
Exploration
|
|
|
(2,718)
|
-
|
-
|
(2,718)
|
|
General and
administrative
|
|
|
(19)
|
-
|
(7,057)
|
(7,076)
|
|
|
|
|
(19,391)
|
(6,225)
|
(7,057)
|
(32,673)
|
|
Segment income
(loss)
|
|
|
(17,635)
|
718
|
907
|
(16,010)
|
|
|
|
|
|
|
|
|
|
Revenues – supplemental:
|
|
|
|
|
|
|
|
Environmental
services
|
|
|
-
|
6,943
|
-
|
6,943
|
|
Contract
termination fee (note 22)
|
|
|
-
|
-
|
5,848
|
5,848
|
|
Management fees
(note 22)
|
|
|
-
|
-
|
2,116
|
2,116
|
|
Toll milling
services–deferred revenue (note 12)
|
|
1,756
|
-
|
-
|
1,756
|
|
|
|
|
|
1,756
|
6,943
|
7,964
|
16,663
|
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
|
Property, plant
and equipment
|
|
|
372
|
48
|
99
|
519
|
|
|
|
|
|
|
|
|
|
Long-lived assets – as at September 30, 2021:
|
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
|
Cost
|
|
|
101,880
|
4,477
|
970
|
107,327
|
|
Accumulated
depreciation
|
|
|
(27,715)
|
(3,212)
|
(485)
|
(31,412)
|
|
Mineral
properties
|
|
|
179,774
|
-
|
-
|
179,774
|
|
|
|
|
253,939
|
1,265
|
485
|
255,689
|
20
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
For the three
months ended September 30, 2021, reportable segment results were as
follows:
|
(in thousands of
CAD dollars)
|
|
|
Mining
|
Closed
Mine
Services
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,037
|
2,633
|
5,871
|
9,541
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(2,025)
|
(2,294)
|
-
|
(4,319)
|
|
Evaluation
|
|
|
(3,839)
|
-
|
-
|
(3,839)
|
|
Exploration
|
|
|
(842)
|
-
|
-
|
(842)
|
|
General and
administrative
|
|
|
(2)
|
-
|
(2,087)
|
(2,089)
|
|
|
|
|
(6,708)
|
(2,294)
|
(2,087)
|
(11,089)
|
|
Segment income
(loss)
|
|
|
(5,671)
|
339
|
3,784
|
(1,548)
|
|
|
|
|
|
|
|
|
|
Revenues – supplemental:
|
|
|
|
|
|
|
|
Environmental
services
|
|
|
|
2,633
|
-
|
2,633
|
|
Contract
termination fee
|
|
|
|
|
5,848
|
5,848
|
|
Management
fees
|
|
|
-
|
-
|
23
|
23
|
|
Toll milling
services–deferred revenue
|
|
1,037
|
-
|
-
|
1,037
|
|
|
|
|
|
1,037
|
2,633
|
5,871
|
9,541
|
For the nine
months ended September 30, 2020, reportable segment results were as
follows:
|
(in thousands of
CAD dollars)
|
|
|
Mining
|
Closed
Mine
Services
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
|
Revenues
|
|
|
2,062
|
6,197
|
2,070
|
10,329
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(2,579)
|
(5,144)
|
(3)
|
(7,726)
|
|
Evaluation
|
|
|
(2,647)
|
-
|
-
|
(2,647)
|
|
Exploration
|
|
|
(3,133)
|
-
|
-
|
(3,133)
|
|
General and
administrative
|
|
|
(19)
|
-
|
(5,700)
|
(5,719)
|
|
|
|
|
(8,378)
|
(5,144)
|
(5,703)
|
(19,225)
|
|
Segment income
(loss)
|
|
|
(6,316)
|
1,053
|
(3,633)
|
(8,896)
|
|
|
|
|
|
|
|
|
|
Revenues – supplemental:
|
|
|
|
|
|
|
|
Environmental
services
|
|
|
-
|
6,197
|
-
|
6,197
|
|
Management
fees
|
|
|
-
|
-
|
2,070
|
2,070
|
|
Uranium
concentrate sales
|
|
|
852
|
-
|
-
|
852
|
|
Toll milling
services–deferred revenue (note 12)
|
|
1,210
|
-
|
-
|
1,210
|
|
|
|
|
|
2,062
|
6,197
|
2,070
|
10,329
|
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
|
Property, plant
and equipment
|
|
|
138
|
15
|
-
|
153
|
|
|
|
|
|
|
|
|
|
Long-lived assets – as at Sept 30, 2020:
|
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
|
Cost
|
|
|
99,994
|
4,546
|
908
|
105,448
|
|
Accumulated
depreciation
|
|
|
(25,473)
|
(3,148)
|
(400)
|
(29,021)
|
|
Mineral
properties
|
|
|
179,619
|
-
|
-
|
179,619
|
|
|
|
|
254,140
|
1,398
|
508
|
256,046
|
21
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
For the three
months ended September 30, 2020, reportable segment results were as
follows:
|
(in thousands of
CAD dollars)
|
|
|
Mining
|
Closed
Mine
Services
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
|
Revenues
|
|
|
95
|
2,065
|
583
|
2,743
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(585)
|
(1,770)
|
(3)
|
(2,358)
|
|
Evaluation
|
|
|
(790)
|
-
|
-
|
(790)
|
|
Exploration
|
|
|
(954)
|
-
|
-
|
(954)
|
|
General and
administrative
|
|
|
-
|
-
|
(2,110)
|
(2,110)
|
|
|
|
|
(2,329)
|
(1,770)
|
(2,113)
|
(6,212)
|
|
Segment income
(loss)
|
|
|
(2,234)
|
295
|
(1,530)
|
(3,469)
|
|
|
|
|
|
|
|
|
|
Revenues – supplemental:
|
|
|
|
|
|
|
|
Environmental
services
|
|
|
-
|
2,065
|
-
|
2,065
|
|
Management
fees
|
|
|
-
|
-
|
583
|
583
|
|
Toll milling
services–deferred revenue (note 12)
|
|
95
|
-
|
-
|
95
|
|
|
|
|
|
95
|
2,065
|
583
|
2,743
|
22. RELATED
PARTY TRANSACTIONS
Uranium
Participation Corporation
UPC was a
publicly-listed investment holding company which invested
substantially all of its assets in uranium oxide concentrates
(“U3O8”) and
uranium hexafluoride (“UF6”). The
Company had no ownership interest in UPC but received fees for
management services it provided and commissions from the purchase
and sale of U3O8 and
UF6 by
UPC.
The Company
entered into a management services agreement (“MSA”)
with UPC that became effective on April 1, 2019 with a term of
five years (the “Term”). Under the MSA, Denison
received the following management fees from UPC: a) a base fee of
$400,000 per annum, payable in equal quarterly installments; b) a
variable fee equal to (i) 0.3% per annum of UPC’s total
assets in excess of $100 million and up to and including $500
million, and (ii) 0.2% per annum of UPC’s total assets in
excess of $500 million; c) a fee, at the discretion of the Board,
for on-going monitoring or work associated with a transaction or
arrangement (other than a financing, or the acquisition of or sale
of U3O8 or UF6); and d) a
commission of 1.0% of the gross value of any purchases or sales of
U3O8 or UF6 or gross interest
fees payable to UPC in connection with any uranium loan
arrangements.
On July 19, 2021,
UPC and Sprott Asset Management LP (“Sprott”) completed
a plan of arrangement whereby UPC shareholders became unitholders
of the Sprott Physical Uranium Trust, a newly formed entity managed
by Sprott (the “UPC Transaction”). In conjunction with
the completion of the UPC Transaction, the MSA between Denison and
UPC was terminated in accordance with the termination provisions
therein and Denison received a termination payment from UPC of
$5,848,000.
As at September
30, 2021, UPC is no longer considered a related party of
Denison.
22
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The following
transactions were incurred with UPC for the periods
noted:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Management
fees:
|
|
|
|
|
|
|
|
|
|
Base and variable
fees
|
$
|
23
|
$
|
509
|
$
|
1,069
|
$
|
1,523
|
|
Commission
fees
|
|
-
|
|
74
|
|
697
|
|
247
|
|
Termination
fee
|
|
5,848
|
|
-
|
|
5,848
|
|
-
|
|
Discretionary
fees
|
|
-
|
|
-
|
|
350
|
|
300
|
|
|
$
|
5,871
|
$
|
583
|
$
|
7,964
|
$
|
2,070
|
At September 30,
2021, accounts receivable includes $nil (December 31, 2020:
$265,000) due from UPC with respect to the fees indicated
above.
Korea
Electric Power Corporation (“KEPCO”) and Korea Hydro
& Nuclear Power (“KHNP”)
As at September
30, 2021, KEPCO, through its subsidiaries, holds 58,284,000 shares
of Denison representing a share interest of approximately 7.23%.
KHNP Canada Energy Ltd., a subsidiary of KEPCO’s subsidiary
KHNP, is the holder of the majority of Denison’s shares and
is also the majority member of Korea Waterbury Uranium Limited
Partnership (“KWULP”). KWULP is a consortium of
investors that holds the non-Denison owned interests in Waterbury
Lake Uranium Corporation (“WLUC”) and Waterbury Lake
Uranium Limited Partnership (“WLULP”), entities whose
key asset is the Waterbury Lake property.
Other
During the nine
months ended September 30, 2021, the Company incurred investor
relations, administrative service fees and certain pass-through
expenses of $164,000 (September 30, 2020: $191,000) with Namdo
Management Services Ltd (“Namdo”), a company of which a
former director of Denison is a shareholder. These services were
incurred in the normal course of operating a public company. As at
September 30, 2021, Namdo is no longer considered a related party
of Denison, and there are no amounts due to Namdo at period end
owing to any related party transaction.
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
September
30
|
|
Nine
Months Ended
September
30
|
||||
|
(in thousands of
CAD dollars)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(518)
|
$
|
(465)
|
$
|
(2,055)
|
$
|
(1,420)
|
|
Share-based
compensation
|
|
(526)
|
|
(383)
|
|
(1,583)
|
|
(1,133)
|
|
Key
management personnel compensation
|
$
|
(1,044)
|
$
|
(848)
|
$
|
(3,638)
|
$
|
(2,553)
|
23. INCOME
TAXES
For the nine
months ended September 30, 2021, Denison has recognized deferred
tax recoveries of $1,507,000. The deferred tax recovery includes
the recognition of previously unrecognized Canadian tax assets of
$247,000 relating to the February 2021 renunciation of the tax
benefits associated with the Company’s $930,000 flow-through
share issue in December 2020.
23
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
24. FAIR
VALUE OF FINANCIAL INSTRUMENTS
IFRS requires
disclosures about the inputs to fair value measurements, including
their classification within a hierarchy that prioritizes the inputs
to fair value measurement. The three levels of the fair value
hierarchy are:
●
Level 1 – Unadjusted
quoted prices in active markets for identical assets or
liabilities;
●
Level 2 – Inputs other
than quoted prices that are observable for the asset or liability
either directly or indirectly; and
●
Level 3 – Inputs that
are not based on observable market data.
The fair value of
financial instruments which trade in active markets, such as share
and warrant equity instruments, is based on quoted market prices at
the balance sheet date. The quoted market price used to value
financial assets held by the Company is the current closing price.
Warrants that do not trade in active markets have been valued using
the Black-Scholes pricing model. Debt instruments have been valued
using the effective interest rate for the period that the Company
expects to hold the instrument and not the rate to
maturity.
Except as
otherwise disclosed, the fair values of cash and cash equivalents,
trade and other receivables, accounts payable and accrued
liabilities, restricted cash and cash equivalents and debt
obligations approximate their carrying values as a result of the
short-term nature of the instruments, or the variable interest rate
associated with the instruments, or the fixed interest rate of the
instruments being similar to market rates.
During the nine
months ended September 30, 2021, 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 within the fair value hierarchy as at September
30, 2021 and December 31, 2020:
|
|
|
|
|
|
|
September
30
|
|
December
31,
|
|
|
|
Financial
|
|
Fair
|
|
2021
|
|
2020
|
|
|
|
Instrument
|
|
Value
|
|
Fair
|
|
Fair
|
|
(in thousands of
CAD dollars)
|
|
Category(1)
|
|
Hierarchy
|
|
Value
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and
equivalents
|
|
Category
B
|
|
|
$
|
50,877
|
$
|
24,992
|
|
Trade and other
receivables
|
|
Category
B
|
|
|
|
4,469
|
|
3,374
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Equity
instruments-shares
|
|
Category
A
|
|
Level
1
|
|
25,958
|
|
16,657
|
|
Equity
instruments-warrants
|
|
Category
A
|
|
Level
2
|
|
468
|
|
293
|
|
Elliot Lake
reclamation trust fund
|
|
Category
B
|
|
|
|
3,202
|
|
2,883
|
|
Credit
facility pledged assets
|
|
Category
B
|
|
|
|
9,000
|
|
9,000
|
|
Reclamation
letter of credit collateral
|
|
Category
B
|
|
|
|
135
|
|
135
|
|
|
|
|
|
|
$
|
94,109
|
$
|
57,334
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
Category
C
|
|
|
|
9,019
|
|
7,178
|
|
Share
purchase warrants liability
|
|
Category
A
|
|
Level
2
|
|
24,801
|
|
-
|
|
Debt
obligations
|
|
Category
C
|
|
|
|
562
|
|
615
|
|
|
|
|
|
|
$
|
34,382
|
$
|
7,793
|
(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.
25. COMMITMENTS
AND CONTINGENCIES
Specific
Legal Matters
Mongolia
Mining Division Sale – Arbitration Proceedings with Uranium
Industry
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”).
24
|
|
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
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 USD$1,250,000 prior to closing and the rights to
receive additional contingent consideration of up to
USD$12,000,000.
On September 20,
2016, the Mineral Resources Authority of Mongolia
(“MRAM”) formally issued mining license certificates
for all four projects, triggering Denison’s right to receive
contingent consideration of USD$10,000,000 (collectively, the
“Mining License Receivable”). The original due date for
payment of the Mining License Receivable by UI was November 16,
2016.
Under an
extension agreement between UI and the Company, the payment due
date of the Mining License Receivable was extended from November
16, 2016 to July 16, 2017 (the “Extension Agreement”).
As consideration for the extension, UI agreed to pay interest on
the Mining License Receivable amount at a rate of 5% per year,
payable monthly up to July 16, 2017 and they also agreed to pay a
USD$100,000 instalment amount towards the balance of the Mining
License Receivable amount. The required payments were not
made.
On February 24,
2017, the Company served notice to UI that it was in default of its
obligations under the GSJV Agreement and the Extension Agreement
and on December 12, 2017, the Company filed a Request for
Arbitration between the Company and UI under the Arbitration Rules
of the London Court of International Arbitration. Hearings in front
of the arbitration panel were held in December 2019. The final
award was rendered by an arbitration panel on July 27, 2020, with
the panel finding in favour of Denison and ordering UI to pay the
Company USD$10,000,000 plus interest at a rate of 5% per annum from
November 16, 2016, plus certain legal and arbitration costs.
Denison and UI have exchanged correspondence, and award recovery
options are being considered.
Uranium
Purchase Commitments
Denison has
entered into agreements to purchase 2,500,000 pounds of
U3O8 for delivery in
2021. As at September 30th, Denison has taken delivery of 2,400,000
pounds with the remaining 100,000 pounds delivered on October 4,
2021. The purchase commitment for the remaining delivery is
USD$3,070,000.
26. SUBSEQUENT
EVENTS
Sale of
GoviEx Shares and Warrants
On October 26,
Denison sold, by private agreement, 32,500,000 common shares of
GoviEx Uranium Inc. (“GoviEx”) and 32,500,000 common
share purchase warrants, entitling the holder the option to acquire
one (1) additional common share of GoviEx owned by Denison at an
exercise price of $0.80 for a term of up to 18 months
(“GoviEx Warrants”) for gross proceeds to Denison of
$15,600,000. Denison continues to hold 32,644,000 common shares of
GoviEx. If the warrants are exercised in full, Denison will receive
further gross proceeds of $26,000,000 and will transfer a further
32,500,000 GoviEx common shares to the warrant
holders.
25
|
Exhibit
99.2
|
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2021
|
TABLE OF CONTENTS
|
|
|
2021 THIRD QUARTER
PERFORMANCE HIGHLIGHTS
|
2
|
|
ABOUT
DENISON
|
3
|
|
RESULTS OF
OPERATIONS
|
4
|
|
Wheeler River
Project
|
6
|
|
LIQUIDITY AND CAPITAL
RESOURCES
|
16
|
|
OUTLOOK FOR
2021
|
20
|
|
ADDITIONAL
INFORMATION
|
21
|
|
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
|
22
|
This
Management’s Discussion and Analysis (‘MD&A’)
of Denison Mines Corp. and its subsidiary companies and joint
arrangements (collectively, ‘Denison’ or the
‘Company’) provides a detailed analysis of the
Company’s business and compares its financial results with
those of the previous year. This MD&A is dated as of November
4, 2021 and should be read in conjunction with the Company’s
unaudited interim condensed consolidated financial statements and
related notes for the three and nine months ended September 30,
2021. 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’).
Readers are also encouraged to consult the audited consolidated
financial statements and MD&A for the year ended December 31,
2020. All dollar amounts in this MD&A are expressed in Canadian
dollars, unless otherwise noted.
Additional
information about Denison, including the Company’s press
releases, quarterly and annual reports, Annual Information Form and
Form 40-F is available through the Company’s filings with the
securities regulatory authorities in Canada at www.sedar.com
(‘SEDAR’) and the United States at
www.sec.gov/edgar.shtml (‘EDGAR’).
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
■
Successful completion of In-Situ Recovery (‘ISR’) field
test activities at Phoenix
The initial
results of the 2021 ISR field test program (‘2021 ISR Field
Test’) completed at the Phoenix uranium deposit
(‘Phoenix’) include (1) the achievement of
commercial-scale production flow rates consistent with those
assumed in the pre-feasibility study (‘PFS’) prepared
for the Wheeler River Project (‘Wheeler River’ or the
‘Project’) in 2018; (2) the demonstration of hydraulic
control of injected solution during the ion tracer test; and (3)
the establishment of breakthrough times between injection and
recovery wells, spaced 5 to 10 metres apart, that are consistent
with [the hydrogeological model prepared by Petrotek Corporation
(‘Petrotek’) in 2020 demonstrating “proof of
concept”. In addition, the Company completed the clean-up
phase following the tracer test, demonstrating the ability to
remediate the commercial scale well (‘CSW’) test
pattern, reducing tracer concentrations to as low as 4% of peak
test levels, with eight days of remediation.
■
Advancement of Phoenix to feasibility study (‘FS’)
stage and selection of Wood PLC as independent lead
author
In September
2021, the Wheeler River Joint Venture (‘WRJV’) approved
the initiation of an independent FS for the ISR mining operation
proposed for Phoenix. The completion of the FS is a critical step
in the progression of the project and is intended to advance
de-risking efforts to the point where the Company and the WRJV will
be able to make a definitive development decision. The Company also
selected leading global consulting and engineering firm Wood PLC
(‘Wood’) to lead and author the FS in accordance with
Canadian Securities National Instrument 43-101 (‘NI
43-101’).
■
Initiated exploration drilling programs at Wheeler River and Moon
Lake South
In early
September, Denison’s exploration team initiated diamond
drilling exploration programs at Wheeler River, and the Moon Lake
South Project (‘Moon Lake South’). Approximately 6,500
m of diamond drilling is planned for Wheeler River, with regional
exploration drilling expected to be focused on expanding
mineralization encountered in 2020 at K West and M Zone, plus
additional exploration drilling at Phoenix Zone A to test the
extents of high-grade mineralization encountered in drill hole
GWR-045. Moon Lake South is a Denison-operated joint venture with
CanAlaska Uranium Ltd., in which Denison holds a 75% interest.
Drilling planned for Moon Lake South is expected to consist of
2,400 metres focused on testing geophysical targets.
■
Completed acquisition of 50% of JCU (Canada) Exploration Company,
Limited (‘JCU’) for $20,500,000
In August 2021,
Denison completed the acquisition of 50% of JCU from UEX
Corporation (‘UEX’) for cash consideration of
$20,500,000, following UEX’s acquisition of 100% of JCU from
Overseas Uranium Resources Development Co., Ltd.
(‘OURD’) for $41,000,000. JCU holds a portfolio of 12
uranium project joint venture interests in Canada, including a 10%
interest in Wheeler River, a 30.099% interest in the Millennium
project (Cameco Corporation 69.901%), a 33.8123% interest in the
Kiggavik project (Orano Canada Inc. (‘Orano Canada’)
66.1877%), and a 34.4508% interest in the Christie Lake project
(UEX 65.5492%).
■
Completed the sale of shares and warrants in GoviEx Uranium Limited
(‘GoviEx’) for proceeds of up to
$41,600,000
In October, the
Company sold, by private agreement, 32,500,000 common shares of
GoviEx, held by Denison for investment purposes, and 32,500,000
common share purchase warrants, entitling the holder of the
warrants to acquire one additional common share of GoviEx owned by
Denison at an exercise price of $0.80 for a term of up to 18
months. Denison received gross proceeds of $15,600,000 on the sale
of the shares and warrants and continues to hold 32,644,000 common
shares of GoviEx. If the GoviEx warrants are exercised in full,
Denison will receive further gross proceeds of $26,000,000 and will
transfer a further 32,500,000 GoviEx common shares to the warrant
holders.
■
Recorded significant mark-to-market fair value gains on the
Company’s long-term investments in uranium
During the nine
months ending September 30, 2021, the Company acquired 2,400,000
pounds of uranium at a weighted average cost of $36.59 (US$29.62)
per pound U3O8 to be held as a
long-term investment. Due to significant activity in the uranium
spot market in the third quarter, the spot price appreciated from
US$32.10 per pound U3O8 to
2
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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 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. A PFS was completed for Wheeler
River in late 2018, considering the potential economic merit of
developing Phoenix as an ISR operation and the Gryphon deposit as a
conventional underground mining operation. Denison's interests in
Saskatchewan also include a 22.5% ownership interest in the McClean
Lake Joint Venture (‘MLJV’), which includes several
uranium deposits and the McClean Lake uranium mill, which is
contracted to process the ore from the Cigar Lake mine under a toll
milling agreement (see RESULTS OF OPERATIONS below for more
details), plus a 25.17% interest in the Midwest Main and Midwest A
deposits and a 66.90% interest in the Tthe Heldeth Túé
(‘THT,’ formerly J Zone) and Huskie deposits on the
Waterbury Lake property. The Midwest Main, Midwest A, THT and
Huskie deposits are located within 20 kilometres of the McClean
Lake mill.
Through its
50% ownership of JCU, Denison holds additional interests in various
uranium project joint ventures in Canada, including the Millennium
project (JCU 30.099%), the Kiggavik project (JCU 33.8123%) and
Christie Lake (JCU 34.4508%). Denison’s exploration portfolio
includes further interests in properties covering approximately
280,000 hectares in the Athabasca Basin region.
Denison is also
engaged in mine decommissioning and environmental services through
its Closed Mines group, which manages Denison’s Elliot Lake
reclamation projects and provides post-closure mine and maintenance
services to a variety of industry and government
clients.
Until July 19,
2021, Denison also served as the manager of UPC. UPC was a publicly
traded company listed on the TSX, which invested in uranium oxide
in concentrates (‘U3O8’) and
uranium hexafluoride (‘UF6’). In
April, 2021, UPC announced that it had entered into an agreement
with Sprott Asset Management LP. (‘Sprott’) to convert
UPC into the Sprott Physical Uranium Trust. This transaction closed
on July 19, 2021, and the management services agreement
(‘MSA’) between Denison and UPC was
terminated.
SELECTED QUARTERLY FINANCIAL INFORMATION
|
(in
thousands)
|
|
As at
September 30,
2021
|
|
As at
December 31,
2020
|
|
|
|
|
|
|
|
Financial Position:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
50,877
|
$
|
24,992
|
|
Working
capital(1)
|
$
|
70,784
|
$
|
37,571
|
|
Investments in
uranium
|
$
|
131,483
|
$
|
-
|
|
Property, plant
and equipment
|
$
|
255,689
|
$
|
256,870
|
|
Total
assets
|
$
|
509,692
|
$
|
320,690
|
|
Total long-term
liabilities(2)
|
$
|
104,591
|
$
|
81,565
|
(1)
At September 30, 2021, the
Company’s working capital includes $25,958,000 in portfolio
investments and a non-cash $4,656,000 deferred revenue liability
(December 31, 2020 – $16,657,000 in portfolio investments,
and $3,478,000 of non-cash deferred revenue).
(2)
Predominantly comprised of
the non-current portion of deferred revenue, non-current
reclamation obligations, share purchase warrant liabilities and
deferred income tax liabilities.
3
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
|
|
|
|
|
2021
|
|
2021
|
|
2021
|
|
2020
|
|
(in
thousands, except for per share amounts)
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of Operations:
|
|
|
|
|
|
|
|
|
||
|
Total
revenues
|
$
|
9,541
|
$
|
4,626
|
$
|
2,496
|
$
|
4,094
|
||
|
Net earnings
(loss)
|
$
|
32,866
|
$
|
(2,357)
|
$
|
(8,884)
|
$
|
(3,095)
|
||
|
Basic and diluted
earnings (loss) per share
|
$
|
0.04
|
$
|
(0.00)
|
$
|
(0.01)
|
$
|
(0.00)
|
||
|
|
|
|
|
2020
|
|
2020
|
|
2020
|
|
2019
|
|
(in
thousands, except for per share amounts)
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of Operations:
|
|
|
|
|
|
|
|
|
||
|
Total
revenues
|
$
|
2,743
|
$
|
2,926
|
$
|
4,660
|
$
|
3,956
|
||
|
Net
loss
|
$
|
(5,482)
|
$
|
(1,043)
|
$
|
(6,663)
|
$
|
(1,498)
|
||
|
Basic and diluted
loss per share
|
$
|
(0.01)
|
$
|
(0.00)
|
$
|
(0.01)
|
$
|
(0.00)
|
||
|
|
|
|
|
|
|
|
|
|
||
Significant items causing variations in quarterly
results
●
The Company’s toll
milling revenues fluctuate 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. Toll milling at McClean
Lake was suspended during Q2 and Q3 of 2020 and again during Q1 and
the beginning of Q2 of 2021, due to the suspension of mining at the
Cigar Lake mine as a result of the COVID-19 pandemic
(‘COVID-19’). See RESULTS OF OPERATIONS below for
further details.
●
Revenues from the Closed
Mines group fluctuate due to the timing of projects, which vary
throughout the year in the normal course of business.
●
Operating expenses fluctuate
due to the timing of projects at both the MLJV and the Closed Mines
group, which vary throughout the year in the normal course of
business.
●
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. As a result of COVID-19, the 2020 summer exploration
program was deferred to the fourth quarter of 2020. The 2021 summer
exploration program commenced in mid-September due to the timing of
the 2021 ISR Field Test.
●
Other income and expense
fluctuate due to changes in the fair value of the Company’s
portfolio investments, share purchase warrants, and uranium
investments, all of which are recorded at fair value through profit
or loss and are subject to fluctuations in the underlying share /
commodity price. The Company’s share purchase warrants and
uranium investments are also subject to fluctuations in the US
dollar to Canadian dollar exchange rate.
●
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.
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 its
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 Anglo Pacific Group PLC and one
of its wholly owned subsidiaries (the ‘APG
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 current toll milling
agreement with the Cigar Lake Joint Venture (‘CLJV’)
from July 1, 2016 onwards. The APG Arrangement consists of certain
contractual obligations of Denison to forward to APG 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.
4
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
In response to
the COVID-19 pandemic, the CLJV temporarily suspended production at
the Cigar Lake mine from the end of March 2020 until September
2020, and then again from the end of December 2020 until April
2021. The MLJV temporarily suspended operations at the mill for the
duration of the CLJV shutdowns, allowing for approximately 12 and
18 weeks of operations during the three and nine months ended
September 30, 2021, respectively (September 30, 2020 –
approximately two and 14 weeks). As noted above, Denison sold the
toll milling revenue to be earned from the processing of the Cigar
Lake ore pursuant to the APG Arrangement. While the temporary
suspension of operations at the McClean Lake mill resulted in a
decrease in revenue recognized by Denison, the impact is non-cash
and is limited to a reduction in the drawdown of the
Company’s deferred revenue balance.
During the three
and nine months ended September 30, 2021, the McClean Lake mill
processed 4.0 million and 6.5 million pounds U3O8 for the CLJV,
respectively (September 30, 2020 – 0.4 and 4.6 million pounds
U3O8) and recorded
toll milling revenue of $1,037,000 and $1,756,000, respectively
(September 30, 2020 – $95,000 and $1,210,000). The increase
in toll milling revenue during the three and nine months ended
September 30, 2021, as compared to the prior year, is predominantly
due to an increase in mill production due in the current
periods.
During the three
and nine months ended September 30, 2021, the Company also recorded
accretion expense of $777,000 and $2,321,000, respectively, on the
toll milling deferred revenue balance (September 30, 2020 –
$772,000 and $2,309,000). While the annual accretion expense will
decrease over the life of the agreement, as the deferred revenue
liability decreases over time, accretion expense increased in the
current three and nine month periods in 2021 due to the impact of
the McClean Lake mill shutdown. With the mill shut down, the
deferred revenue balance increased, as accretion expense exceeded
the drawdown of deferred revenue.
Closed Mine Services
Mine
decommissioning and environmental services are provided through
Denison’s Closed Mines group, which has provided long-term
care and maintenance for closed mine sites since 1997. With offices
in Ontario and Quebec, the Closed Mines group manages
Denison’s Elliot Lake reclamation projects and provides
post-closure mine care and maintenance services to various
customers.
Revenue from
Closed Mines services during the three and nine months ended
September 30, 2021 was $2,633,000 and $6,943,000 (September 30,
2020 - $2,065,000 and $6,197,000). The increase in revenue in the
three and nine months ended September 30, 2021, as compared to the
prior period, was due to an increase in activity at certain care
and maintenance sites, slightly offset by a decrease in revenue
related to one customer contract that was not renewed for
2021.
Management Services Agreement with UPC
As discussed in
ABOUT DENISON above, up until July 19, 2021, Denison provided
general administrative and management services to UPC, and the
Management fees and commissions earned by Denison provided a source
of cash flow to partly offset corporate administrative expenditures
incurred by the Company.
During the three
and nine months ended September 30, 2021, revenue from the
Company’s management contract with UPC was $5,871,000 and
$7,964,000 (September 2020 - $583,000 and $2,070,000). The increase
in revenues during the three months ended September 30, 2021, was
predominantly due to $5,848,000 in termination fee revenue earned
upon the termination of the MSA between Denison and UPC, offset by
a decrease in NAV-based management fees and commission-based fees
due to the termination of the MSA on July 19, 2021. The increase in
revenues during the nine months ended September 30, 2021, was due
to the contract termination fee noted above as well as an increase
in commission based fees, offset by a decrease in NAV-based fees
due to contract termination. Denison earned a 1% commission on the
gross value of UPC’s uranium purchases and sales. The
increase in commission-based fees in the nine months ended
September 30, 2021, as compared to the prior year, was due to an
increase in uranium transactions completed for UPC during second
quarter of 2021.
OPERATING EXPENSES
Mining
Operating
expenses of the mining segment include depreciation and development
costs, as well as, when applicable, cost of sales related to the
sale of uranium.
Operating
expenses in the three and nine months ended September 30, 2021 were
$2,025,000 and $3,673,000, respectively (September 30, 2020 –
$585,000 and $2,579,000), including depreciation expense relating
to the McClean Lake mill of $678,000 and $1,107,000 (September 30,
2020 - $62,000 and $798,000), as a result of processing
approximately 4.0 million and 6.5 million pounds U3O8, respectively,
for the CLJV (September 30, 2020 – 0.4 and 4.6 million
pounds).
5
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
In the three and
nine months ended September 30, 2021, operating expenses also
included development and other operating costs related to the MLJV
of $1,347,000 and $2,566,000 (September 30, 2020 – $523,000
and $1,781,000). The development and other operating costs for the
three and nine months ended September 30, 2021, predominantly
related to the advancement of the Surface Access Borehole Resource
Extraction (‘SABRE’) mining technology, including a
test mining program of the SABRE technology at McClean North, as
part of a multi-year test mining program operated by Orano Canada
within the MLJV.
The SABRE field
test ran safely from May to September 2021 with four cavities mined
and the recovery of approximately 1,500 tonnes of high-value ore
ranging in grade from 4% to 11% U3O8. The program was
concluded successfully with no safety, environmental or
radiological incidents. Importantly, key operating objectives
associated with the test program – including targets for
cavity diameter, rates of recovery, and mine production rates
– were all achieved during the field test.
The majority of
the ore recovered from the test mining program ore has now been
transferred to the McClean Lake mill and is expected to be
processed for the MLJV by the end of the year.
This test
represents the achievement of an important milestone for the SABRE
technology. Based on the success of the 2021 program, Orano Canada
and Denison plan to evaluate the potential use of this innovative
method for future mining operations at their jointly owned McClean
Lake and Midwest properties.
Closed Mines Services
Operating
expenses during the three and nine months ended September 30, 2021
totaled $2,294,000 and $6,225,000 respectively (September 30, 2020
- $1,770,000 and $5,144,000). The expenses relate primarily to care
and maintenance services provided to clients, and include labour
and other costs. The increase in operating expenses in the current
periods, as compared to the prior year, is predominantly due to an
increase in activity at certain care and maintenance
sites.
MINERAL PROPERTY EVALUATION
During the three
and nine months ended September 30, 2021, Denison’s share of
evaluation expenditures was $3,839,000 and $12,981,000 (September
30, 2020 - $790,000 and $2,647,000). The increase in evaluation
expenditures, compared to the prior period, was due to an increase
in Wheeler River evaluation activities, including the 2021 ISR
Field Test. The following table summarizes the evaluation
activities completed during the nine months ended September 30,
2021.
|
PROJECT EVALUATION ACTIVITIES
|
||||
|
Property
|
Denison’s
ownership(1)
|
Evaluation drilling
|
Other activities
|
|
|
Wheeler
River
|
95%
|
2,092
metres
(5 large diameter CSWs(2))
4,392
metres
(10 small diameter MWs(3))
|
ISR
field testing,
engineering,
metallurgical testing, environmental and sustainability
activities
|
|
|
|
|
6,484 m (15 holes)
|
|
|
Notes:
(1) The
Company’s effective ownership interest as at September 30,
2021, including the indirect 5% ownership interest that Denison
acquired on August 3, 2021 with its acquisition of 50% of JCU. See
SIGNIFICANT ACCOUNTING POLICIES below for further details regarding
the accounting treatment for Denison’s investment in
JCU.
(2) CSW drilling
relates to the drilling and installation of new CSWs from surface
for the purposes of ISR field testing at Phoenix. Figures include
total evaluation meters drilled and total number of holes
completed.
(3) Small diameter evaluation drilling
includes HQ/PQ sized diamond drilling either as the widening
(reaming) of existing exploration drill holes, or the drilling of
new holes, for the purposes of installing monitoring wells
(‘MW’) for ISR field testing at Phoenix. Figures
include total evaluation metres drilled and total number of holes
completed.
A PFS was
completed for Wheeler River in late 2018, considering the potential
economic merit of developing the Phoenix deposit as an ISR
operation and the Gryphon deposit as a conventional underground
mining operation.
Further details
regarding Wheeler River, including the PFS and estimated mineral
reserves and resources, are provided in the Technical Report for
the Wheeler River project titled ‘Pre-feasibility Study
Report for the Wheeler River Uranium Project, Saskatchewan,
Canada’ with an effective date of September 24, 2018
(‘PFS Technical Report’). A copy of the PFS Technical
Report is available on Denison’s website and under its
profile on each of SEDAR and EDGAR.
6
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Given the social,
financial and market disruptions from the COVID-19 pandemic
experienced in early 2020, Denison suspended certain activities at
Wheeler River, including the Environmental Assessment
(‘EA’) program, which is on the critical path to
achieving the project development schedule outlined in the PFS.
While the EA process was formally resumed in 2021, the Company is
not currently able to estimate the impact of the delay to the
project development schedule outlined in the PFS, and users are
cautioned that the estimates provided therein regarding the start
of pre-production activities in 2021 and first production in 2024
should not be relied upon.
The location of
the Wheeler River property, as well as the Phoenix and Gryphon
deposits, and existing and proposed infrastructure, is shown on the
map provided below.
Engineering Activities
2021 ISR Field Test
The
2021 ISR Field Test represents the most significant engineering
related activity for the project in 2021. The program was designed
to further increase confidence and reduce risk in the application
of the ISR mining method at Phoenix – with the detailed
results providing the necessary datasets for the permitting and
preparation of a planned lixiviant test in 2022, which is expected
to support the completion of the recently announced FS for the
Project.
●
Test
Pattern Installation
A
test pattern consisting of five CSWs, and 10 additional small
diameter MWs (together described as the ‘Test
Pattern’), was successfully installed within the Phase 1 area
of the Phoenix deposit (see the map below for the placement of the
CSWs and MWs) during the summer months (see press release dated
July 29, 2021).
7
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Three methods
of permeability enhancement were successfully evaluated on the five
CSWs, with post permeability enhancement testing resulting in
observed improvement in hydraulic responses and inter-well
connectivity within the Test Pattern. These results exhibit and
confirm the ability to engineer additional access to the natural
permeability within the deposit. Permeability enhancement methods
included the use of the MaxPERF drilling tool as well as
wireline-conveyed tools designed to perforate and stimulate well
production using a controlled propellant. The wireline tools can
effectively “clean out” restricted pathways within the
well screen, well bore, and the geological formation and provide
increased flow rates in the wells by intersecting and connecting to
the naturally occurring fractures within the ore zone.
Twenty
single-well injection tests were completed on the Test Pattern to
evaluate natural permeability and the efficacy of permeability
enhancement methods deployed in the CSWs. Nine single-well pump
tests were completed amongst the five CSWs and four of the MWs to
evaluate permeability, sustainable pumping rates, hydraulic
connectivity, and baseline groundwater conditions. Importantly,
testing showed good hydraulic connection between the CSWs in the
ore zone horizon and no significant responses in any of the MWs in
overlying or underlying horizons (See the figure below). One
step-rate injection test was conducted on the center CSW GWR-040 to
evaluate hydraulic connectivity, maximum injection rates and
injection pressures.
8
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
●
Full-Scale
Well Pattern Pump and Injection Test
A
full-scale well pattern injection and pumping test was conducted to
determine hydraulic connectivity for the Test Pattern as a whole,
and to evaluate potential production rates for the pattern. The
test was run as a modified 4-spot pattern as there was an
unanticipated failure of the submersible pump in GWR-042. During
the test, injection rates were matched to pumping extraction rates
for balanced flow in the Test Pattern. Pumped groundwater from each
of the outer wells (GWR-038, GWR-039, and GWR-041) was recycled for
injection in the center well (GWR-040) to create a closed system.
Production rates for the Test Pattern achieved a sustainable rate
of 45.3 litres per minute (‘L/min’) injection in
GWR-040 with minimal pressure on surface (less than 180 psi)
balanced with 15.1 L/min extraction at each GWR-038, GWR-039 and
GWR-041. This test fundamentally achieved the 50 L/min flow rate
assumed in the PFS for an operating well pattern. Hydraulic control
of the Test Pattern was confirmed by no significant hydrologic
responses observed in any of the overlying or underlying
MWs.
●
Ion
Tracer Test
Following the
full-scale injection and pumping test, an ion tracer test was
completed using the 4 functional CSWs in the Test Pattern. Flow
rates were run at the same levels as the full-scale well pattern
test with 45.3 L/min injection at the center well and a balanced
extraction flow of 15.1 L/min at each of the three outer wells. The
ion tracer, consisting of a 15% concentration of potassium chloride
(‘KCl’) by weight, was injected as an initial slug into
the Test Pattern at GWR-040, followed by a chase phase involving
the recirculation of water extracted from the three outer wells
(closed system). The chase phase continued until peak
concentrations of the ion tracer, measured in total dissolved
solids (‘TDS’), were observed at the three extraction
wells (GWR-038, GWR-039 and GWR-041), followed by a decline in TDS
prior to commencement of a remediation test.
Breakthrough
of the ion tracer, as observed by an increase in the TDS occurred
at the three extraction wells within 9 hours (GWR-039), 12 hours
(GWR-041), and 14 hours (GWR-038).
These
breakthrough times observed during the field test are consistent
with previous hydrogeological modelling conducted by Petrotek (see
press release dated June 4, 2020).
9
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
●
Remediation
Test
After
completion of the ion tracer test, a “clean-up”
remediation test was conducted to simulate the ability to remove
injected fluid from the test pattern. For this test, injection was
halted at the center well (GWR-040) and the three extraction wells
were pumped to remove the remaining injected ion tracer. Tracer
concentrations measured during the eight-day clean-up simulation,
as observed by field TDS measurements, declined to as low as 13% of
the peak TDS value in GWR-038, 11% of the peak TDS value in
GWR-041, and 4% of the peak TDS value in GWR-039.
●
Hydrogeological
Monitoring
Monitoring
during the ion tracer test and subsequent cleanup test included:
376 field measurements of TDS from the CSW extraction wells to
identify tracer concentrations; logging of water levels in each of
the CSWs along with all of the surrounding MWs at five minute
intervals; logging of TDS values at 5 minute intervals in the three
overlying MWs to confirm the absence of any tracer concentrations
in the overlying horizons; and daily groundwater sampling to send
for lab analysis to confirm TDS values measured in the field and
the exact concentration of the KCl tracer.
The ability
to maintain hydraulic control was established by sampling the three
overlying MWs for TDS values before and after the ion tracer test.
No elevated values in TDS were observed during the test, thus
confirming there was no migration of the tracer to overlying
horizons.
Data
collected as part of the 2021 field program will be utilized to
update the hydrogeological model for Phoenix, and to provide the
necessary datasets for the permitting and preparation of a
lixiviant test planned for the Test Pattern in 2022.
●
Ongoing
Permeameter Analysis
In addition
to the hydrogeological tests described above, over 1,000 drill core
samples were collected from historic holes, re-logged for
hydrogeologic characteristics, and analyzed for permeability
utilizing the permeameter on-site. Samples were selected to ensure
the database of on-core permeability results included
representative samples from all of the planned mining phases at
Phoenix.
●
COVID-19
The Company
is committed to ensuring that the Wheeler River site is a safe
operating environment for its staff and contractors and that the
Company's field activities do not compromise the health and safety
of the residents of northern Saskatchewan. In 2020, the
Company's Occupational Health and Safety Committee
in Saskatoon developed a comprehensive guide for the safe
resumption of work at Wheeler River. The protocols consider
the unique health and safety risks associated with operating a
remote work camp amidst the ongoing COVID-19 pandemic. Public
health guidelines and best practices (including testing) have been
incorporated into the Company's protocols.
The 2021 ISR
Field Test was completed over an eight-month period and involved
the on-site support of over 100 different staff and contractors.
COVID-19 rapid testing was completed regularly at site with no
positive cases reported during the entire program. These results
helped to ensure the extensive scope of the 2021 ISR Field Test was
able to be completed on schedule and demonstrates the effectiveness
of the Company’s COVID-19 protocols, as well as the
Company’s focus on ensuring the safety of its employees and
communities.
For
further information regarding the 2021 field program results, see
the press release dated October 28, 2021.
Metallurgical Testing
Metallurgical
test work continued in the third quarter of 2021 with multiple
tests carried out at the SRC Laboratories in Saskatoon
(‘SRC’).
●
Core Leach Tests:
The core
leach tests are specialized leach tests involving the testing of
intact mineralized core samples, representative of the in-situ
conditions at Phoenix, designed to evaluate uranium recovery
specifically for the ISR mining method.
During the
nine months ending September 30, 2021, five core leach samples were
tested at SRC.
10
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Four cores
representing the high grade/low clay characteristics of the
majority of the mineralization in the Phase 1 mining area have been
tested to date with results showing steady-state and average
uranium bearing solution (‘UBS’) head grades
significantly above the 10g/L level used in the PFS. Given this
result, the Company decided to adapt its plans for the remaining
metallurgical test work, including the bench-scale tests of the
unit operations for the processing plant, to reflect an assumed UBS
head-grade recovered from the wellfield of 15g/L.
In addition
to the high-grade/low clay characteristics of Phase 1, the Phoenix
ISR operation is also expected to encounter comparatively rare and
isolated areas with lower uranium grades and high clay content.
These areas may result in a limited number of zones of reduced
permeability. In order to understand the ISR leach dynamics in
these areas, test work was also initiated on a sample representing
high clay characteristics (above 25% clay). Results obtained from
these tests confirm that high clay content can impact the natural
permeability of the ore body and lead to lower UBS head-grades.
Importantly, these tests also confirmed that permeability
enhancement techniques have the potential to normalize these areas
and significantly improve UBS head-grade concentrations to levels
that align with core leach tests carried out using samples with
higher grades and lower clay content.
In the third
quarter, a further high grade/low clay core underwent reclamation
test work to define the preliminary reclamation procedures for
Phoenix.
●
Column Leach Tests:
The column
leach test program was completed in the second quarter of 2021. The
primary purpose of the column leach tests was to recover sufficient
volumes of UBS to facilitate bench-scale tests of the unit
operations outlined in the flowsheet for the Phoenix processing
plant. Over 900 litres of UBS was produced from 64 Kilograms
(‘kg’) of Phoenix core samples. Combined results from
the four column leach tests were highly positive, with calculated
UBS head-grade from the four columns averaging 19g/L, which further
supports the decision to increase the overall UBS head-grade
assumption for Phoenix.
While not the primary purpose of the column leach
tests, average reagent addition rates from the column leach tests
(1.3 kg acid / kg U3O8
and 1.2 kg oxidant / kg
U3O8)
have also provided useful information that is supportive of the
values published in the PFS.
●
Bench Scale Tests:
Some of the
900 litres of UBS generated during the columns leach tests has been
utilized for several batch tests intended to confirm the
anticipated primary unit processes for the Phoenix operation,
including: iron/radium precipitation, uranium precipitation and
water treatment.
The iron and
radium precipitation process was tested with 20 different
conditions using 2 litre UBS batches for each test to define
optimal precipitation parameters. Using the optimized parameters
defined during the iron and radium precipitation tests, four 5
litre batches of UBS were tested to confirm uranium precipitation
parameters.
Testing
efforts continue and are currently focused on water treatment
optimization and characterization of the water effluent quality and
associated waste streams. Once completed, a high UBS volume will be
processed with optimized test conditions for the three unit
processes to obtain confirmation of the plant flow sheet, compile
mass balance and initiate process equipment selection.
Feasibility Study
In
September 2021, Denison announced the decision of the WRJV to
advance the ISR mining operation proposed for Phoenix to the FS
stage and the selection of Wood as independent Lead
Author.
The
completion of the FS is a critical step in the progression of the
Project and is intended to advance de-risking efforts to the point
where the Company and the WRJV will be able to make a definitive
development decision. Key objectives of the Study are
expected to include:
●
Environmental Stewardship:
Extensive
planning and technical work undertaken as part of the ongoing EA,
including applicable feedback from consultation efforts with
various interested parties, is expected to be incorporated into the
FS project designs to support our aspiration of achieving a
superior standard of environmental stewardship that meets and
exceeds the anticipated environmental expectations of regulators
and aligns with the interests of local Indigenous
communities;
11
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
●
Updated Estimate of Mineral Resources:
Mineral resources for Phoenix were last
estimated in 2018. Since then, additional drilling has been
completed in and around the Phoenix deposit as part of
various ISR field tests, including drill hole GWR-045 (22.0%
eU3O8 over
8.6 metres, see news release dated July 29, 2021), and
exploration drilling. The updated mineral resource estimate will
form the basis for mine planning in the FS;
●
Mine Design Optimization:
FS
mine design is expected to reflect the decision to adopt a freeze
wall configuration for containment of the ISR well field (see news
release dated December 1, 2020), as well as the results from
multiple field test programs and extensive hydrogeological
modelling exercises, which have provided various opportunities to
optimize other elements of the Project – including well
pattern designs, permeability enhancement strategies, and both
construction and production schedules;
●
Processing Plant Optimization:
FS
process plant design is expected to reflect the decision to
increase the ISR mining uranium head-grade to 15 g/L (see news
release dated August 4, 2021), as well as the results from
extensive metallurgical laboratory studies designed to optimize the
mineral processing aspects of the Project; and
●
Class 3 Capital Cost Estimate:
The
FS is also intended to provide the level of engineering design
necessary to support a Class 3 capital cost estimate (AACE
international standard with an accuracy of -15% /+25%), which is
expected to provide a basis to confirm the economic potential of
the Project highlighted in the PFS completed in 2018 (see news
release dated September 24, 2018).
Environmental and Sustainability Activities
EA Activities
Technical studies
related to the EA continued in the third quarter of 2021.
Denison’s technical team remained focused on the
hydrogeological modelling that will inform the after-mining
remediation objectives for the Project. In addition, the
Company’s consultants completed assessments on air quality,
the terrestrial environment, hydrology and worker health and
safety.
In
addition to the technical studies, significant efforts were focused
on engagement with interested parties in accordance with the
requirements and guidelines associated with a Federal and
Provincial EA. Land use studies are underway with English River
First Nation (‘ERFN’) and Ya’thi Néné
Lands and Resources Office (‘YNLRO’). The results of
these studies are expected to be incorporated in the draft
Environmental Impact Statement planned for submission in
2022.
Community Engagement Activities
At the end of the first quarter of 2021, Denison
executed two agreements with the ERFN: a Participation and Funding
Agreement, which outlines a framework and funding agreement to
facilitate the ERFN’s participation and engagement in the
Wheeler EA process, and an Exploration Agreement, whereby
the ERFN consents to the Company’s exploration and evaluation
activities, provided Denison meets the commitments made therein. In
the Exploration Agreement, Denison has committed to providing
support for ERFN's interests in relation to community development
and benefits, environmental protection and monitoring, as well as a
sustainable and predictable consultation and engagement
process.
During
the second quarter, a Letter Agreement was completed between
Denison and the YNLRO, allowing the parties to undertake engagement
activities in the communities in the northernmost portion of the
Athabasca Basin region (Black Lake First Nation, Fond du Lac First
Nation, Hatchet Lake First Nation, Camsell Portage, Uranium City,
Stony Rapids and Wollaston Lake).
In
addition, during the third quarter, a Letter Agreement was
completed between Denison and the YNLRO regarding the YNLRO’s
potential participation in the EA process as a subject matter
expert related to any applicable land and water use activities near
Wheeler River.
12
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
MINERAL PROPERTY EXPLORATION
During the three
and nine months ended September 30, 2021, Denison’s share of
exploration expenditures was $842,000 and $2,718,000 (September 30,
2020 – $954,000 and $3,133,000). The decrease in exploration
expenditures in the three and nine months ended September 30, 2021,
compared to the prior year was due to a decrease in winter
exploration activities from the first and second
quarter.
Exploration
spending in the Athabasca Basin is generally seasonal in nature,
reflecting increased field activity during the winter exploration
season (January to mid-April) and summer exploration season (June
to mid-October).
The following
table summarize the exploration activities completed during the
nine months ended September 30, 2021. The exploration drilling at
Wheeler River and Moon Lake South relates to the commencement of
the 2021 drilling programs during the third quarter, whereas the
winter drilling programs at three Company’s non-operated
properties were completed during the first quarter of
2021.
|
EXPLORATION ACTIVITIES
|
|||||
|
Property
|
Denison’s ownership
|
Drilling in metres
(m)(1)
|
Other activities
|
||
|
Ford
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
|
|
McClean
Lake
|
22.50%
|
4,101.0 (15
holes)
|
-
|
|
|
|
Midwest
|
25.17%
|
2,669.0 (8
holes)
|
Geophysical
Survey
|
|
|
|
Moon Lake
South
|
75.00%
|
1,618.0 (3
holes)
|
-
|
|
|
|
Waterfound
|
12.32%(2)
|
-
|
Geophysical
Survey
|
|
|
|
Wheeler
River
|
95%(3)
|
1,231.0 (3
holes)
|
-
|
|
|
|
Wolly
|
21.89%(4)
|
2,118.5 (11
holes)
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
11,737.5 (40 holes)
|
|
||
(1)
The Company reports total
exploration metres drilled and the number of holes that were
successfully completed to their target depth.
(2)
Represents Denison’s
ownership position at December 31, 2020. Denison has elected not to
funds its 12.32% share of the 2021 exploration program implemented
by the operator, Orano Canada. Accordingly, Denison’s
ownership share will decrease.
(3)
The Company’s effective
ownership interest as at September 30, 2021, including the indirect
5% ownership Denison acquired on August 3, 2021, with its
acquisition of 50% of JCU. See SIGNIFICANT ACCOUNTING POLICIES
below for further details regarding the accounting for
Denison’s investment in JCU.
(4)
Represents Denison’s
ownership position at December 31, 2020. Denison has elected not to
funds its 21.89% share of the 2021 exploration program implemented
by the operator, Orano Canada. Accordingly, Denison’s
ownership share will decrease.
The
Company’s land position in the Athabasca Basin, as of
September 30, 2021, is illustrated in the figure below. The size of
the Company’s Athabasca land package did not change during
the third quarter of 2021, remaining at 280,107 hectares (207
claims). The land position reported by the Company excludes the
land positions held by JCU.
13
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Wheeler River Exploration
Denison’s
share of exploration costs at Wheeler River was $553,000 and
$999,000 during the three and nine months ended September 30, 2021,
respectively (September 30, 2020 – $801,000 and $1,195,000),
which includes a portion of camp support and stand-by
costs.
Wheeler River
exploration work during 2021 includes desktop analysis and
interpretation of the results of the 2020 exploration program and
the detailed planning for the 2021 exploration drilling program, as
well as initial drilling activities, which commenced in early
September.
During the third
quarter, a total of 1,231.0 metres of diamond drilling was
completed in three holes at K West. Results to date have returned
indicative structure, alteration, and elevated radioactivity in all
three completed holes. Assay results are pending.
An additional 10
holes totalling approximately 5,270 metres is planned to be
completed at Wheeler River in the fourth quarter, including
follow-up drilling at Phoenix to follow up on the recent
intersection of a thick interval of high-grade
unconformity-associated uranium mineralization outside of the
boundary of the Phoenix Zone A high-grade resource domain in
GWR-045, which returned 22.0% eU3O8 over 8.6 metres
(see Denison press release dated July 29, 2021).
Exploration Pipeline Properties
Ford Lake
The final data
sets for the 2021 Ford Lake SML-EM survey were received during the
second quarter and Denison’s exploration team is currently
analyzing the data to develop a conductivity model for the survey
area, and to identify targets for future drilling
programs.
14
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Moon Lake South
The 2021 Moon
Lake South exploration drilling program was initiated in early
September 2021. The program is designed to evaluate the CR-3
conductive corridor by drill testing conductive anomalies
identified from the 2020 SML EM survey coincident with resistivity
anomalies identified during the 2017 resistivity survey. As of
September 30, 2021, three drill holes were completed for a total of
1,618 m drilled out of a total plan of 4 holes totalling
approximately 2,400 metres. Anomalous radioactivity was observed in
two of the three completed holes, along with graphitic semi brittle
faults interpreted to represent the conductive response outlined in
the 2020 SML EM survey. Assay results for the 2021 program are
pending.
GENERAL AND ADMINISTRATIVE EXPENSES
During the three
and nine months ended September 30, 2021, total general and
administrative expenses were $2,089,000 and $7,076,000,
respectively (September 30, 2020 - $2,110,000 and $5,719,000).
These costs are principally comprised of head office salaries and
benefits, office costs in multiple regions, audit and regulatory
costs, legal fees, investor relations expenses, project costs, 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 nine months ended September 30,
2021 was predominantly due to an increase in employee costs, as
well as an increase in compliance costs driven by an increase in
retail investor ownership in Denison shares and the costs related
to their participation in Denison’s annual general meeting,
offset by a decrease in legal costs. In the three and nine months
ended September 30, 2020, the Company incurred legal cost related
to arbitration proceedings with a third party, which did not recur
in the current year.
The increase in
employee costs in the nine months ended September 30, 2021, is due
to an increase in non-cash stock-based compensation expense driven
by the impact of the Company’s increased share price and
share price volatility on the valuation of stock-based compensation
awarded in late March 2021 as well as an increase in bonus expense.
In order to preserve cash in early 2020, the Company settled 2019
bonuses for the executive team and the majority of staff with a
grant of restricted share units (‘RSUs’). The cost of
RSUs is expensed over the three-year vesting period of the units,
whereas cash bonuses, by comparison, are fully expensed at the time
of approval. During 2021, the 2020 bonuses awarded to staff and
executives were paid in cash resulting in a change in the timing of
the recognition of the expense.
OTHER INCOME AND EXPENSES
During the three
and nine months ended September 30, 2021, the Company recognized
gains of $34,999,000 and $39,306,000 in other income/expense,
respectively (September 30, 2020 – losses of $1,318,000 and
$2,347,000).
The main drivers
of other income/expense are as follows:
Fair value gains or losses on uranium investments
The majority of
the proceeds from the Company’s March 2021 unit offering (see
below for further details) were used to fund the purchase of
2,500,000 pounds of U3O8 to be held as a
long-term investment to strengthen the Company’s balance
sheet and potentially enhance its ability to access future project
financing in support of the future advancement and/or construction
of Wheeler River. Given that this material is held for long-term
capital appreciation, the Company’s position in physical
uranium holdings have been accounted for by analogy to IAS 40
investment property and are measured at fair value with changes in
fair value between reporting dates recorded through profit and
loss. During the nine months ended September 30, 2021, the Company
completed the purchase of 2,400,000 pounds U3O8 at a weighted
average cost of $36.59 (US$29.62) per pound U3O8 (including
purchase commissions of $0.05 (US$0.04) per pound U3O8). As at September
30, 2021, the spot price of U3O8 was $54.78
(US$43.00) per pound U3O8, resulting in
mark-to-market gains for the three and nine months ended September
30, 2021, of $36,138,000 and $43,672,000, respectively on these
uranium investments (September 30, 2020 - $nil and $nil). A further
100,000 pounds of U3O8 was acquired in
October 2021 at a cost of $38.63 (US$30.70) per pound U3O8.
Fair value gains or losses on share purchase warrants
In February and
March 2021, Denison completed two equity offerings involving the
issuance of units, which were comprised of one common share and one
half of a common share purchase warrant. Each full warrant entitles
the holder to acquire one common share of the Company at a
pre-determined exercise price for 24 months after issuance. The
exercise prices for the share purchase warrants are denominated in
US dollars, which differs from Company’s Canadian dollar
functional currency, and therefore the warrants are classified as a
non-cash derivative liability, rather than equity, on the
Company’s statement of financial position.
15
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
At the date of
issuance of the units, the gross proceeds of each offering were
allocated between the common shares and the common share purchase
warrants issued using the relative fair value basis approach, and
the amount related to the warrants was recorded as a non-current
derivative liability. At each period end until the common share
purchase warrants are exercised or expire, the warrants are
revalued, with the revaluation gains or losses recorded in other
income and expense.
During the three
and nine months ended September 30, 2021, the Company recorded fair
value losses of $5,735,000 and $11,567,000, respectively (September
30, 2020 - $nil and $nil). Fair value gains and losses on the share
purchase warrants are predominantly driven by the Company’s
share price at period end, changes in the volatility of the
Company’s share price, and the US dollar to Canadian dollar
exchange rate.
Fair value gains or losses on portfolio investments
During the three
and nine months ended September 30, 2021, the Company recognized
gains on portfolio investments carried at fair value of $4,334,000
and $9,476,000 (September 30, 2020 – losses of $1,133,000 and
$2,094,000). Gains and losses on investments carried at fair value
are driven by the closing share price of the related investee at
the end of the quarter.
Foreign exchange gains or losses
During the three
and nine months ended September 30, 2021, the Company recognized an
FX gain of $398,000 and a loss of $1,219,000, respectively
(September 30, 2020 – FX losses of $81,000 and $159,000). The
FX gain in the three months ended September 30, 2021 is
predominantly due the impact of the increase in the US dollar to
Canadian dollar exchange rate on US dollar cash balances and US
dollar payables. The increase in FX loss in the nine months ended
September 30, 2021, is predominantly driven by the impact of the
decrease in the US dollar to Canadian dollar exchange rate during
the second quarter on US dollar cash balances and US dollar
payables.
EQUITY SHARE OF INCOME FROM JOINT VENTURES
On August 3,
2021, Denison completed the acquisition of 50% of JCU from UEX for
cash consideration of $20,500,000 plus transaction costs of
$1,355,000. Denison’s acquisition of its 50% interest in JCU
occurred immediately following UEX’s acquisition of all of
the outstanding shares of JCU from OURD for cash consideration of
$41,000,000.
Pursuant to
Denison's agreement with UEX, Denison provided UEX with an
interest-free 90-day term loan of $40,950,000 million (the
’Term Loan‘) to facilitate UEX's purchase of JCU from
OURD. On the transfer of 50% of the shares in JCU from UEX to
Denison, $20,500,000 of the amount drawn under the Term Loan was
deemed repaid by UEX. UEX repaid the remainder of the Term Loan in
September 2021.
JCU is a private
company that holds a portfolio of twelve uranium project joint
venture interests in Canada, including a 10% interest in
Denison’s 90% owned Wheeler River project, a 30.099% interest
in the Millennium project (Cameco Corporation 69.901%), a 33.8123%
interest in the Kiggavik project (Orano Canada Inc. 66.1877%), and
a 34.4508% interest in the Christie Lake Project (UEX 65.5492%). At
September 30, 2021, Denison holds a 50% interest in JCU and shares
joint control. Accordingly, this joint venture is accounted for
using the equity method.
During the three
and nine months ended September 30, 2021, the Company recorded its
equity share of loss from JCU, of $84,000 and $84,000, respectively
(September 30, 2020, $nil and $nil). The Company records its share
of income or loss from joint ventures a month in arrears, based on
the most available financial information, adjusted for any
subsequent material transactions that have occurred.
Cash and cash
equivalents were $50,877,000 at September 30, 2021 (December 31,
2020 – $24,992,000).
The increase in
cash and cash equivalents of $25,885,000 was predominantly due to
net cash provided by financing activities of $151,688,000, offset
by net cash used in operations of $14,841,000, and net cash used in
investing activities of $110,429,000.
Net cash used in
operating activities of $14,841,000 was predominantly due to the
net loss for the period, adjusted for non-cash items and changes in
working capital items.
16
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Net cash used in
investing activities of $110,429,000 consists primarily of
expenditures to fund the purchase of uranium investments, the
acquisition of 50% of JCU, the acquisition of property, plant and
equipment, as well as an increase in restricted cash related to the
Company’s funding the Elliot Lake reclamation trust
fund.
Net cash provided
by financing activities of $151,688,000 was due to the net proceeds
from the Company’s 2020 at-the-market (‘ATM’)
equity offering program, February 2021 unit offering, March
flow-through share offering, March 2021 unit offering, as well as
stock option exercises. See below for further details regarding
these transactions.
On June 2, 2020,
the Company filed a short form base shelf prospectus (‘2020
Base Shelf Prospectus’) with the securities regulatory
authorities in each of the provinces and territories in Canada and
in the United States. Under the 2020 Base Shelf Prospectus, the
Company was allowed to issue securities, in amounts, at prices, and
on terms to be determined based on market conditions at the time of
sale and as set forth in the 2020 Base Shelf Prospectus, for an
aggregate offering amount of up to $175,000,000 during the 25-month
period beginning on June 2, 2020.
In November 2020,
Denison entered into an equity distribution agreement providing for
an ATM equity offering program, qualified by a prospectus
supplement to the 2020 Base Shelf Prospectus (‘2020 ATM
Program). The 2020 ATM Program was to allow Denison, through its
agents, to, from time to time, offer and sell, in Canada and the
United States, such number of common shares as would have an
aggregate offering price of up to USD$20,000,000. In January and
February 2021, Denison issued 4,230,186 common shares under the
2020 ATM program, at an average price of $0.93 per share, for
aggregate gross proceeds of $3,914,000, and incurred issue expenses
of $466,000, including commissions of $78,000. The 2020 ATM program
was terminated in connection with the March 2021 unit offering
(described below).
In February 2021,
Denison issued 31,593,950 units, pursuant to a public offering of
units qualified by a prospectus supplement to the 2020 Base Shelf
Prospectus. The units were issued at a price of US$0.91 for gross
proceeds of $36,265,000 (US$28,750,000) and consisted of one common
share and one-half warrant. Each full warrant entitles the holder
to acquire one common share of the Company at an exercise price of
US$2.00 over a 24 month period.
In March 2021,
Denison issued 78,430,000 units of the Company pursuant to a public
offering of units qualified by a prospectus supplement to the 2020
Base Shelf Prospectus. The units were issued at a price of US$1.10
for gross proceeds of $107,949,000 (US$86,273,000) and consisted of
one common share and one half warrant. Each full warrant entitles
the holder to acquire one common share of the Company at an
exercise price of US$2.25 over a 24 month period. In connection
with this offering, the Company neared the aggregate offering
amount qualified by the 2020 Base Shelf Prospectus, as a result of
which it terminated the 2020 ATM Program.
In March 2021,
Denison issued 5,926,000 common shares on a flow-through basis at a
price of $1.35 for gross proceeds of $8,000,000.
Also during the
nine months ended September 30, 2021, the Company received share
issue proceeds of $5,349,000 related to the issuance of 7,280,548
shares upon the exercise of employee stock options.
On September 16,
2021, the Company filed a short form base shelf prospectus
(‘2021 Base Shelf Prospectus’) with the securities
regulatory authorities in each of the provinces and territories in
Canada and in the United States. Under the 2021 Base Shelf
Prospectus, the Company may issue securities, in amounts, at
prices, and on terms to be determined based on market conditions at
the time of sale and as set forth in the 2021 Shelf Prospectus, for
an aggregate offering amount of up to $250,000,000 during the 25
month period beginning on September 16, 2021. To date, the Company
has not issued any securities pursuant to the 2021 Base Shelf
Prospectus.
In September
2021, Denison entered into an equity distribution agreement
providing for an ATM equity offering program (‘2021 ATM
Program’), qualified by a prospectus supplement to the 2021
Base Shelf Prospectus. The 2021 ATM Program will allow Denison,
through its agents, to, from time to time, offer and sell, in
Canada and the United States, such number of common shares as would
have an aggregate offering price of up to USD$50,000,000. To date,
the Company has not issued any shares under the 2021 ATM
program.
Use of Proceeds
2020 Flow Through Financing
As at September
30, 2021, the Company has fulfilled its obligation to spend
$930,000 on eligible Canadian exploration expenditures as a result
of the issuance of common shares on a flow-through basis in
December 2020.
17
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
2020 ATM Program Financing
As disclosed in
the Company’s prospectus supplement to the 2020 Base Shelf
Prospectus dated November 13, 2020 (‘November 2020 Prospectus
Supplement’), the net proceeds raised under the 2020 ATM
Program were expected to be utilized to fund Wheeler River
evaluation and detailed project engineering as well as general,
corporate and administrative expenses. During the period from the
closing of the financing in November 2020 and September 30, 2021,
the Company’s use of proceeds from this offering was in line
with that disclosed in the November 2020 Prospectus Supplement. The
2020 ATM Program was terminated prior to raising the maximum net
proceeds qualified by the November 2020 Prospectus Supplement, and
therefore it is anticipated that the majority of the net proceeds
of this financing will be allocated to general, corporate and
administrative expenses.
October 2020 Equity Financing
As disclosed in
the Company’s prospectus supplement to the 2020 Base Shelf
Prospectus dated October 8, 2020 (‘October 2020 Prospectus
Supplement’), the net proceeds of the equity financing from
October 2020 were expected to be utilized to fund Wheeler River
evaluation and EA activities as well as general, corporate and
administrative expenses. During the period from the closing of the
financing in October 2020 and September 30, 2021, the
Company’s use of proceeds from this offering was in line with
that disclosed in the October 2020 Prospectus
Supplement.
February 2021 Unit Financing
As disclosed in
the Company’s prospectus supplement to the 2020 Base Shelf
Prospectus dated February 16, 2021 (‘February 2021 Prospectus
Supplement’), the net proceeds of the equity financing from
February 2021 were expected to be utilized to fund Wheeler River
evaluation and detailed project engineering activities as well as
general, corporate and administrative expenses. During the period
between the close of the financing in February 2021 and September
30, 2021, a portion of the proceeds of this financing were utilized
to fund Denison’s acquisition of 50% of JCU.
March 2021 Unit Financing
As disclosed in
the Company’s prospectus supplement to the 2020 Base Shelf
Prospectus dated March 17, 2021 (‘March 2021 Prospectus
Supplement’), the majority of the net proceeds of the equity
financing from March 2021 were expected to be utilized to purchase
physical uranium as well as general, corporate and administrative
expenses, including storage costs for the purchased uranium. During
the period between the close of the financing in March 2021 and
September 30, 2021, the Company’s use of proceeds has been in
line with that disclosed in the March 2021 Prospectus Supplement.
As at September 30. 2021, the Company completed the purchase of
2,400,000 pounds of U3O8 at a weighted
average price of $36.59 (US$29.62 per pound U3O8) per pound
U3O8. In October 2021,
the Company completed a final purchase of an additional 100,000
pounds of U3O8 at a weighted
average price of $38.63 (US$30.70) per pound U3O8.
2021 Flow Through Financing
As at September
30, 2021, the Company has spent $946,000 towards its obligation to
spend $8,000,000 on eligible Canadian exploration expenditures as a
result of the issuance of common shares on a flow-through basis in
March 2021.
Revolving Term Credit Facility
On January 14,
2021, the Company entered into an agreement with the Bank of Nova
Scotia (‘BNS’) to extend the maturity date of the
Company’s credit facility to January 31, 2022 (‘2021
Credit Facility’). Under the 2021 Credit Facility, the
Company continues to have access to letters of credit of up to
$24,000,000, which is fully utilized for non-financial letters of
credit in support of reclamation obligations. All other terms of
the 2021 Credit Facility (tangible net worth covenant, pledged
cash, investments amount and security for the facility) remain
unchanged by the amendment – including a requirement to
provide $9,000,000 in cash collateral on deposit with BNS to
maintain the 2021 Credit Facility.
TRANSACTIONS WITH RELATED PARTIES
Uranium Participation Corporation
UPC was a
publicly listed investment holding company which invested
substantially all of its assets in U3O8 and
UF6.
The Company had no ownership interest in UPC but received fees for
management services it provided and commissions from the purchase
and sale of U3O8 and
UF6 by
UPC.
18
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The MSA between
the Company and UPC entitled Denison to receive the following
management fees from UPC: a) a base fee of $400,000 per annum,
payable in equal quarterly installments; b) a variable fee equal to
(i) 0.3% per annum of UPC’s total assets in excess of $100
million and up to and including $500 million, and (ii) 0.2% per
annum of UPC’s total assets in excess of $500 million; c) a
fee, at the discretion of the Board, for on-going monitoring or
work associated with a transaction or arrangement (other than a
financing, or the acquisition of or sale of U3O8 or UF6); and d) a
commission of 1.0% of the gross value of any purchases or sales of
U3O8 or UF6 or gross interest
fees payable to UPC in connection with any uranium loan
arrangements.
On July 19, 2021,
UPC and Sprott completed a plan of arrangement whereby UPC
shareholders became unitholders of the Sprott Physical Uranium
Trust, a newly formed entity managed by Sprott (the “UPC
Transaction”). In conjunction with the completion of the UPC
Transaction, the MSA between Denison and UPC was terminated in
accordance with the termination provisions therein and Denison
received a termination payment from UPC of $5,848,000.
The following
amounts were earned from UPC for the periods ended:
|
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
||||
|
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
(in
thousands)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
Revenue
|
|
|
|
|
|
|
|
|
|
Base and variable
fees
|
$
|
23
|
$
|
509
|
$
|
1,069
|
$
|
1,523
|
|
Termination
fee
|
|
5,848
|
|
-
|
|
5,848
|
|
-
|
|
Commission
fees
|
|
-
|
|
74
|
|
697
|
|
247
|
|
Discretionary
fees
|
|
-
|
|
-
|
|
350
|
|
300
|
|
|
$
|
5,871
|
$
|
583
|
$
|
7,964
|
$
|
2,070
|
At September 30,
2021, accounts receivable includes $nil (December 31, 2020 –
$265,000) due from UPC with respect to the fees and transactions
discussed above.
Korea Electric Power Corporation (‘KEPCO’)
As at September
30, 2021, KEPCO, through its subsidiaries including KHNP Canada
Energy Ltd., holds 58,284,000 shares of Denison representing a
share interest of approximately 7.23% and is also the largest
member of the consortium of investors that make up the Korea
Waterbury Lake Uranium Limited Partnership (‘KWULP’).
The Waterbury Lake property is owned by Denison and KWULP through
their respective interests in Waterbury Lake Uranium Corporation
(‘WLUC’) and Waterbury Lake Uranium Limited Partnership
(‘WLULP’), entities whose key asset is the Waterbury
Lake Property.
Other
During the nine
months ended September 30, 2021, the Company incurred investor
relations, administrative service fees and certain pass-through
expenses of $164,000 (September 30, 2020 – $191,000) with
Namdo Management Services Ltd (‘Namdo’), a company of
which a former director of Denison is a shareholder. These services
were incurred in the normal course of operating a public company.
All services and transactions with Namdo were made on terms
equivalent to those that prevail with arm’s length
transactions. As at September 30, 2021, Namdo is no longer a
related party of Denison and there are no amounts due to Namdo at
period end owing to any 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 include the
Company’s executive officers, vice-presidents and members of
its Board of Directors.
19
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The following
compensation was awarded to key management personnel:
|
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
||||
|
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
(in
thousands)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(518)
|
$
|
(465)
|
$
|
(2,055)
|
$
|
(1,420)
|
|
Share-based
compensation
|
|
(526)
|
|
(383)
|
|
(1,583)
|
|
(1,133)
|
|
|
$
|
(1,044)
|
$
|
(848)
|
$
|
(3,638)
|
$
|
(2,553)
|
OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements.
SUBSEQUENT EVENTS
On October 26,
Denison sold, by private agreement, 32,500,000 common shares of
GoviEx Uranium Inc. (‘GoviEx’) and 32,500,000 common
share purchase warrants, entitling the holder the option to acquire
one (1) additional common share of GoviEx owned by Denison at an
exercise price of $0.80 for a term of up to 18 months
(‘GoviEx Warrants’) for gross proceeds to Denison of
$15,600,000. Denison continues to hold 32,644,000 common shares of
GoviEx. If the warrants are exercised in full, Denison will receive
further gross proceeds of $26,000,000 and will transfer a further
32,500,000 GoviEx common shares to the warrant
holders.
OUTSTANDING SHARE DATA
Common Shares
At November 4,
2021, there were 807,362,479 common shares issued and outstanding
and a total of 880,262,406 common shares on a fully diluted
basis.
Stock Options and Share Units
At November 4,
2021, the Company had 10,588,695 Denison stock options, and
7,329,757 share units outstanding.
Share Purchase Warrants
At November 4,
2021, the Company had outstanding 15,796,475 share purchase
warrants with a US$2.00 strike price and a February 2023 expiry,
and 39,215,000 share purchase warrants with a US$2.25 strike price
and a March 2023 expiry.
Refer to the
Company’s annual MD&A for the year ended December 31,
2020, and the MD&A for the three and six months ended June 30,
2021 for a detailed discussion of the previously disclosed 2021
budget and outlook.
During the third
quarter of 2021, the Company decreased the outlook for evaluation
by $1,646,000 due to a net reduction in costs of $746,000 in 2021
and a deferral of $900,000 in costs to the 2022 evaluation budget.
The Company increased its outlook for exploration expenditure by
$590,000, predominantly due to an increase in costs related to
exploration programs at the Company’s Ford Lake and Wheeler
River properties. The Company also increased its outlook for
corporate administration and other expenses by $248,000. Finally,
Denison reduced its outlook for UPC by $70,000 to reflect the
actual revenues earned under the UPC MSA, which was terminated in
Q3 2021.
20
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
|
(in
thousands)
|
|
PREVIOUS 2021 OUTLOOK(1)
|
CURRENT 2021 OUTLOOK
|
Actual to
September 30, 2021(3)
|
|
Canada Mining Segment
|
|
|
|
|
|
Mineral
Sales
|
|
3,709
|
3,709
|
-
|
|
Development &
Operations
|
|
(4,972)
|
(4,972)
|
(3,071)
|
|
Exploration
|
|
(4,178)
|
(4,768)
|
(2,930)
|
|
Evaluation
|
|
(19,413)
|
(17,767)
|
(12,994)
|
|
|
|
(24,854)
|
(23,798)
|
(18,995)
|
|
Closed Mines Segment
|
|
|
|
|
|
Closed Mines
Environmental Services
|
|
964
|
964
|
806
|
|
|
|
964
|
964
|
806
|
|
Corporate and Other Segment
|
|
|
|
|
|
UPC Management
Services
|
|
8,034
|
7,964
|
7,964
|
|
Corporate
Administration & Other
|
|
(6,854)
|
(7,102)
|
(5,684)
|
|
|
|
1,180
|
862
|
2,280
|
|
Total(2)
|
|
$ (22,710)
|
$ (21,972)
|
$ (15,909)
|
Notes:
1.
Previous Outlook as reported
in the Company’s June 30, 2021 MD&A,
2.
Only material operations
shown.
3.
The budget is prepared on a
cash basis. As a result,
actual amounts represent a non-GAAP measure. Compared to segment
loss as presented in the Company’s unaudited interim
consolidated financial statements for the six months ended June 30,
2021, actual amounts reported above excludes $101,000 net impact of
non-cash items and other adjustments.
SIGNIFICANT ACCOUNTING POLICIES
The Company has
not changed its accounting policies from those applied in its
audited annual consolidated financial statements for the year ended
December 31, 2020, except as noted below.
During the nine
months ended September 30, 2021, the Company acquired physical
uranium to be held as a long-term investment. As physical uranium
is not a financial asset, the provisions of IFRS 9 “Financial
Instruments” do not apply to the Company’s investment
in uranium. In addition, during the nine months ended September 30,
2021, the Company acquired an interest in a joint venture through
its acquisition of 50% of JCU. As a result of these changes, the
Company has added the following accounting policies:
(a)
Investments-uranium
Investments in
uranium are initially recorded at cost, on the date that control of
the uranium passes to the Company. Cost is calculated as the
purchase price and any directly attributable expenditure.
Subsequent to initial recognition, investments in uranium are
measured at fair value at each reporting period end. Fair value is
determined based on the most recent month-end spot prices for
uranium published by UxC LLC (‘UxC’) and converted to
Canadian dollars using the foreign exchange rate at the date of the
consolidated statement of financial position. Related fair value
gains and losses subsequent to initial recognition are recorded in
the consolidated statement of income (loss) as a component of Other
Income (Expense) in the period in which they arise.
The Company is
presenting its uranium investments at fair value based on the
application of IAS 40 “Investment Property” which
allows for the use of a fair value model for assets held for
long-term capital appreciation.
(b)
Investments-joint
venture
A joint venture
is an arrangement over which the Company shares joint control, and
which provides the Company with rights to the net assets of the
arrangement. As at September 30, 2021, Denison holds a 50% interest
in JCU, a stand-alone company, and shares joint control.
Accordingly, this joint venture is accounted for using the equity
method
Under the equity
method, investments in joint ventures are initially recorded at
cost and adjusted thereafter to record the Company’s share of
post-acquisition earnings or loss of the joint venture as if the
joint venture had been consolidated.
21
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The carrying
value of investments in joint ventures is also increased or
decreased to reflect the Company’s share of capital
transactions, including amounts recognized in other comprehensive
income, and for accounting changes that relate to periods
subsequent to the date of acquisition.
QUALIFIED PERSON
David Bronkhorst,
P.Eng., Denison’s Vice President Operations, who is a
‘Qualified Person’ within the meaning of this term in
NI 43-101, has prepared and/or reviewed and confirmed the
scientific and technical disclosure pertaining to the
Company’s evaluation programs.
Andy Yackulic,
P.Geo., Denison’s Director Exploration, who is a
‘Qualified Person’ within the meaning of this term in
NI 43-101, has prepared and/or reviewed and confirmed the
scientific and technical disclosure pertaining to the
Company’s exploration programs.
For more
information regarding each of Denison’s material projects
discussed herein, you are encouraged to refer to the applicable
technical reports available on the Company’s website and
under the Company’s profile on SEDAR (www.sedar.com)
and EDGAR (www.sec.gov/edgar.shtml):
●
For the Wheeler River
project, the ‘Prefeasibility Study Report for the Wheeler
River Uranium Project Saskatchewan, Canada’ dated October 30,
2018;
●
For the Waterbury Lake
project, ‘Preliminary Economic Assessment for the Tthe
Heldeth Túé (J Zone) Deposit, Waterbury Lake Property,
Northern Saskatchewan, Canada’ with an effective date of
October 30, 2020;
●
For the Midwest project,
‘Technical Report with an Updated Mineral Resource Estimate
for the Midwest Property, Northern Saskatchewan, Canada’
dated March 26, 2018; and
●
For the McClean Lake project,
(A) the ‘Technical Report on the Denison Mines Inc. Uranium
Properties, Saskatchewan, Canada’ dated November 21, 2005, as
revised February 16, 2006, (B) the ‘Technical Report on the
Sue D Uranium Deposit Mineral Resource Estimate, Saskatchewan,
Canada’ dated March 31, 2006, and (C) the ‘Technical
Report on the Mineral Resource Estimate for the McClean North
Uranium Deposits, Saskatchewan’ dated January 31,
2007.
ASSAY PROCEDURES AND DATA VERIFICATION
The Company
reports preliminary radiometric equivalent grades
(‘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 (‘SRC’) Geoanalytical
Laboratories using an ISO/IEC 17025:2005 accredited method for the
determination of U3O8 weight %. Sample
preparation involves crushing and pulverizing core samples to 90%
passing -106 microns. The resultant pulp is digested using
aqua-regia and the solution analyzed for U3O8 weight % using
ICP-OES. Geochemical results from composite core samples are
reported as parts per million (‘ppm’) obtained from a
partial HNO3:HCl digest with
an ICP-MS finish. Boron values are obtained through NaO2/NaCO3 fusion followed
by an ICP-OES finish. All data are subject to verification
procedures by qualified persons employed by Denison prior to
disclosure. For further details on Denison’s sampling,
analysis, quality assurance program and quality control measures
and data verification procedures please see Denison's Annual
Information Form dated March 26, 2021 available on the
Company’s website and filed under the Company's profile on
SEDAR (www.sedar.com)
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: Denison’s plans and objectives for 2021 and
beyond, including the proposed use of proceeds of recent equity
financings;
22
|
|
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
the benefits to
be derived from corporate transactions, including commitments to
acquire physical uranium, and estimates of related expenditures;
the estimates of Denison's mineral reserves and mineral resources;
exploration, development and expansion plans and objectives,
including Denison’s planned engineering, environmental
assessment and other evaluation programs, the results of, and
estimates and assumptions within, the PFS, FS, and statements
regarding anticipated budgets, fees, expenditures and timelines;
expectations regarding Denison’s community engagement
activities and related agreements, including the Participation and
Funding Agreement and Exploration Agreement with ERFN and the
anticipated continuity thereof; expectations regarding
Denison’s joint venture ownership interests and the
continuity of its agreements with its partners; expectations
regarding adding to its mineral reserves and resources through
acquisitions or exploration; expectations regarding the toll
milling of Cigar Lake ores, including the impacts of COVID-19;
expectations regarding revenues and expenditures from its Closed
Mines operations; and the annual operating budget and capital
expenditure programs, estimated exploration and development
expenditures and reclamation costs and Denison's share of same.
Statements relating to ‘mineral reserves’ or
‘mineral resources’ are deemed to be forward-looking
information, as they involve the implied assessment, based on
certain estimates and assumptions that the mineral reserves and
mineral resources described can be profitably produced in the
future.
Forward looking
statements are based on the opinions and estimates of management as
of the date such statements are made, and they are subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of Denison to be materially different from those expressed or
implied by such forward-looking statements. For example, the
results of the Denison’s studies, including the PFS,
trade-off study, 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 COVID-19 and its potentially
far-reaching impacts.
Denison believes
that the expectations reflected in this forward-looking information
are reasonable but no assurance can be given that these
expectations will prove to be accurate and results may differ
materially from those anticipated in this forward-looking
information. For a discussion in respect of risks and other factors
that could influence forward-looking events, please refer to the
factors discussed in Denison’s Annual Information Form dated
March 26, 2021 under the heading ‘Risk Factors’. These
factors are not, and should not be construed as being
exhaustive.
Accordingly,
readers should not place undue reliance on forward-looking
statements. The forward-looking information contained in this
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 Probable Mineral Reserves: This MD&A may
use the terms 'measured', 'indicated' and 'inferred' mineral
resources. United States investors are advised that while such
terms have been prepared in accordance with the definition
standards on mineral reserves of the Canadian Institute of Mining,
Metallurgy and Petroleum referred to in Canadian National
Instrument 43-101 Standards of Disclosure for Mineral Projects
(‘NI 43-101’) and are recognized and required by
Canadian regulations, these terms are not defined under Industry
Guide 7 under the United States Securities Act and, until recently,
have not been permitted to be used in reports and registration
statements filed with the United States Securities and Exchange
Commission (‘SEC’). 'Inferred mineral resources' have a
great amount of uncertainty as to their existence, and as to their
economic and legal feasibility. It cannot be assumed that all or
any part of an inferred mineral resource will ever be upgraded to a
higher category. Under Canadian rules, estimates of inferred
mineral resources may not form the basis of feasibility or other
economic studies. United States
investors are cautioned not to assume that all or any part of
measured or indicated mineral resources will ever be converted into
mineral reserves. United States investors are also cautioned not to
assume that all or any part of an inferred mineral resource exists,
or is economically or legally mineable. In addition,
the terms “mineral reserve”, “proven mineral
reserve” and “probable mineral reserve” for the
purposes of NI 43-101 differ from the definitions and allowable
usage in Industry Guide 7.
Effective
February 2019, the SEC adopted amendments to its disclosure rules
to modernize the mineral property disclosure requirements for
issuers whose securities are registered with the SEC under the
Exchange Act and as a result, the SEC now recognizes estimates of
“measured mineral resources”, “indicated mineral
resources” and “inferred mineral resources”. In
addition, the SEC has amended its definitions of “proven
mineral reserves” and “probable mineral reserves”
to be “substantially similar” to the corresponding
definitions under the CIM Standards, as required under NI 43-101.
However, information regarding mineral resources or mineral
reserves in Denison’s disclosure may not be comparable to
similar information made public by United States
companies.
23
Exhibit
99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I,
David D. Cates, President and Chief Executive Officer of Denison
Mines Corp., certify the following:
1.
Review: I have
reviewed the interim financial report and interim MD&A
(together, the "interim filings") of Denison Mines Corp. (the
"issuer") for the interim period ended September 30,
2021.
2.
No
misrepresentations: Based on my knowledge, having exercised
reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated or that is necessary to make a statement not
misleading in light of the circumstances under which it was made,
with respect to the period covered by the interim
filings.
3.
Fair presentation:
Based on my knowledge, having exercised reasonable diligence, the
interim financial report together with the other financial
information included in the interim filings fairly present in all
material respects the financial condition, financial performance
and cash flows of the issuer, as of the date of and for the periods
presented in the interim filings.
4.
Responsibility: The
issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual
and Interim Filings, for the issuer.
5.
Design: Subject to
the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer's other certifying officer(s) and I have, as at the end of
the period covered by the interim filings
(a)
designed DC&P, or caused
it to be designed under our supervision, to provide reasonable
assurance that
(i)
material information relating
to the issuer is made known to us by others, particularly during
the period in which the interim filings are being prepared;
and
(ii)
information required to be
disclosed by the issuer in its annual filings, interim filings or
other reports filed or submitted by it under securities legislation
is recorded, processed, summarized and reported within the time
periods specified in securities legislation; and
(b)
designed ICFR, or caused it
to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with the issuer's GAAP.
5.1
Control framework:
The control framework the issuer's other certifying officer(s) and
I used to design the issuer's ICFR is Internal Control – Integrated
Framework (COSO Framework) published by The Committee of
Sponsoring Organizations of the Treadway Commission
(COSO).
5.2
ICFR: Not
applicable.
5.3
Limitation on scope of
design: Not applicable.
6.
Reporting
changes in ICFR: The issuer has disclosed in its
interim MD&A any change in the issuer's ICFR that occurred
during the period beginning on July 1, 2021 and ended on September
30, 2021 that has materially affected, or is reasonably likely to
materially affect, the issuer's ICFR.
Date:
November 4, 2021
(signed)
"David Cates"
Name:
David D.
Cates
Title:
President and
Chief Executive Officer
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I,
Gabriel (Mac) McDonald, Executive Vice President and Chief
Financial Officer of Denison Mines Corp., certify the
following:
1.
Review: I have
reviewed the interim financial report and interim MD&A
(together, the "interim filings") of Denison Mines Corp. (the
"issuer") for the interim period ended September 30,
2021.
2.
No
misrepresentations: Based on my knowledge, having exercised
reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated or that is necessary to make a statement not
misleading in light of the circumstances under which it was made,
with respect to the period covered by the interim
filings.
3.
Fair presentation:
Based on my knowledge, having exercised reasonable diligence, the
interim financial report together with the other financial
information included in the interim filings fairly present in all
material respects the financial condition, financial performance
and cash flows of the issuer, as of the date of and for the periods
presented in the interim filings.
4.
Responsibility: The
issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual
and Interim Filings, for the issuer.
5.
Design: Subject to
the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer's other certifying officer(s) and I have, as at the end of
the period covered by the interim filings
(a)
designed DC&P, or caused
it to be designed under our supervision, to provide reasonable
assurance that
(i)
material information relating
to the issuer is made known to us by others, particularly during
the period in which the interim filings are being prepared;
and
(ii)
information required to be
disclosed by the issuer in its annual filings, interim filings or
other reports filed or submitted by it under securities legislation
is recorded, processed, summarized and reported within the time
periods specified in securities legislation; and
(b)
designed ICFR, or caused it
to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with the issuer's GAAP.
5.1
Control framework:
The control framework the issuer's other certifying officer(s) and
I used to design the issuer's ICFR is Internal Control – Integrated
Framework (COSO Framework) published by The Committee of
Sponsoring Organizations of the Treadway Commission
(COSO).
5.2
ICFR: Not
applicable.
5.3
Limitation on scope of
design: Not applicable.
6.
Reporting
changes in ICFR: The issuer has disclosed in its
interim MD&A any change in the issuer's ICFR that occurred
during the period beginning on July 1, 2021 and ended on September
30, 2021 that has materially affected, or is reasonably likely to
materially affect, the issuer's ICFR.
Date:
November 4, 2021
(signed)
"Gabriel McDonald"
Name:
Gabriel (Mac)
McDonald
Title:
Executive
Vice President 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 RESULTS FROM Q3 2021
Toronto, ON – November 4,
2021. Denison Mines Corp. (‘Denison’ or the
‘Company’) (TSX: DML, NYSE American: DNN) today filed
its Condensed Interim Consolidated Financial Statements and
Management’s Discussion & Analysis
(‘MD&A’) for the quarter ended September 30, 2021.
Both documents will be available on the Company’s website
at www.denisonmines.com
or on SEDAR (at www.sedar.com)
and EDGAR (at www.sec.gov/edgar.shtml).
The highlights provided below are derived from these documents and
should be read in conjunction with them. All amounts in this
release are in Canadian dollars unless otherwise
stated.
David Cates, President and CEO of Denison
commented, “Our
recent In-Situ Recovery (‘ISR’) field test results
reflect several years of progress made towards systematically
de-risking the use of the ISR mining method at the high-grade
Phoenix deposit – culminating in the successful, and first of
its kind, field test of a commercial-scale well pattern located in
the expected first phase of the Phoenix orebody. Our
accomplishments in the field and the laboratory have significantly
increased our confidence in the use of the ISR mining method and
support our landmark decision to advance the planned Phoenix ISR
operation to the Feasibility Study design
stage.
With increased interest in the uranium
market and a recent lift in both spot and long-term uranium prices,
we are encouraged that future utility customers are returning to
the market and looking at Denison’s Wheeler River project as
a potentially viable source of reliable and low-cost future supply.
Taken together with our effective 95% interest in Wheeler River and
strong balance sheet, which, as of today, includes 2.5M lbs
U3O8
of physical uranium holdings acquired
at a price under US$30/lb U3O8,
we believe Denison is well positioned to become an intermediate
supplier of choice in the second half of the decade at a time when
market fundamentals are predicted to be favourable as a result of
growing demand for uranium and a relative shortage of advanced
low-cost uranium development assets in stable
jurisdictions.
Our team is focused on advancing Phoenix in the coming months and
years to realize on our vision of becoming the next new uranium
producer in the Athabasca Basin region.”
HIGHLIGHTS
■
Successful completion of ISR field test activities at
Phoenix
The initial
results of the 2021 ISR field test program (‘2021 ISR Field
Test’) completed at the Phoenix uranium deposit
(‘Phoenix’) include (1) the achievement of
commercial-scale production flow rates consistent with those
assumed in the pre-feasibility study (‘PFS’) prepared
for the Wheeler River Project (‘Wheeler River’ or the
‘Project’) in 2018; (2) the demonstration of hydraulic
control of injected solution during the ion tracer test; and (3)
the establishment of breakthrough times between injection and
recovery wells, spaced 5 to 10 metres apart, that are consistent
with the hydrogeological model prepared by Petrotek Corporation
(‘Petrotek’) in 2020 demonstrating “proof of
concept”. In addition, the Company completed the clean-up
phase following the tracer test, demonstrating the ability to
remediate the commercial scale well (‘CSW’) test
pattern, reducing tracer concentrations to as low as 4% of peak
test levels, with eight days of remediation.
■
Advancement of Phoenix to feasibility study (‘FS’)
stage and selection Wood PLC as independent lead
author
In September
2021, the Wheeler River Joint Venture (‘WRJV’) approved
the initiation of an independent FS for the ISR mining operation
proposed for Phoenix. The completion of the FS is a critical step
in the progression of the project and is intended to advance
de-risking efforts to the point where the Company and the WRJV will
be able to make a definitive development decision. The Company also
selected leading global consulting and engineering firm Wood PLC to
lead and author the FS in accordance with Canadian Securities
National Instrument 43-101 (‘NI 43-101’).
■
Initiated exploration drilling programs at Wheeler River and Moon
Lake South
In early
September, Denison’s exploration team initiated diamond
drilling exploration programs at Wheeler River, and the Moon Lake
South project. Approximately 6,500 m of diamond drilling is planned
for Wheeler River, with regional exploration drilling expected to
be focused on expanding mineralization encountered in 2020 at K
West and M Zone, plus additional exploration drilling at Phoenix
Zone A to test the extents of high-grade mineralization encountered
in drill hole GWR-045. Moon Lake South is a Denison-operated joint
venture with CanAlaska Uranium Ltd., in which Denison holds a 75%
interest. Drilling planned for Moon Lake South is expected to
consist of 2,400 metres focused on testing geophysical
targets.
■
Completed acquisition of 50% of JCU (Canada) Exploration Company,
Limited (‘JCU’) for $20.5 million
In August
2021, Denison completed the acquisition of 50% of JCU from UEX
Corporation (‘UEX’) for cash consideration of $20.5
million, following UEX’s acquisition of 100% of JCU from
Overseas Uranium Resources Development Co., Ltd. for $41 million.
JCU holds a portfolio of 12 uranium project joint venture interests
in Canada, including a 10% interest in Wheeler River, a 30.099%
interest in the Millennium project (Cameco Corporation 69.901%), a
33.8123% interest in the Kiggavik project (Orano Canada Inc.
66.1877%), and a 34.4508% interest in the Christie Lake project
(UEX 65.5492%).
■
Completed the sale of shares and warrants of GoviEx Uranium Limited
(‘GoviEx) for proceeds of up to $41,600,000
In October,
the Company sold, by private agreement, 32,500,000 common shares of
GoviEx, held by Denison for investment purposes, and 32,500,000
common share purchase warrants, entitling the holder of the warrant
to acquire one additional common share of GoviEx owned by Denison
at an exercise price of $0.80 for a term of up to 18 months.
Denison received gross proceeds of $15,600,000 on the sale of the
shares and warrants and continues to hold 32,644,000 common shares
of GoviEx. If the GoviEx warrants are exercised in full, Denison
will receive further gross proceeds of $26,000,000 and will
transfer a further 32,500,000 GoviEx common shares to the warrant
holders.
■
Recorded significant mark-to-market fair value gains on the
Company’s long-term investments in uranium
During the nine months ending September 30, 2021,
the Company acquired 2,400,000 pounds of uranium at a weighted
average cost of $36.59 (US$29.62) per pound U3O8
to be held as a long-term investment.
Due to significant activity in the uranium spot market in the third
quarter, the spot price appreciated from US$32.10 per pound
U3O8
to US$43.00 per pound
U3O8
resulting in mark-to-market gains for
the three months ended September 30, 2021 of $36,138,000 on these
uranium investments.
About Wheeler River
Wheeler River is the largest undeveloped uranium
project in the infrastructure rich eastern portion of the Athabasca
Basin region, in northern Saskatchewan and is a joint venture
between Denison and Denison’s 50%-owned JCU. Denison is the
operator of the project and holds an effective 95% ownership
interest. The project is host to the high-grade Phoenix and Gryphon
uranium deposits, discovered by Denison in 2008 and 2014,
respectively, estimated to have combined Indicated Mineral
Resources of 132.1 million pounds U3O8
(1,809,000 tonnes at an average grade
of 3.3% U3O8),
plus combined Inferred Mineral Resources of 3.0 million pounds
U3O8
(82,000 tonnes at an average grade of
1.7% U3O8).
The PFS was completed in late 2018, considering
the potential economic merit of developing the Phoenix deposit as
an ISR operation and the Gryphon deposit as a conventional
underground mining operation. Taken together, the project is
estimated to have mine production of 109.4 million pounds
U3O8
over a 14-year mine life, with a base
case pre-tax net present value (‘NPV’) of $1.31 billion
(8% discount rate), Internal Rate of Return (‘IRR’) of
38.7%, and initial pre-production capital expenditures of $322.5
million. The Phoenix ISR operation is estimated to have a
stand-alone base case pre-tax NPV of $930.4 million (8% discount
rate), IRR of 43.3%, initial pre-production capital expenditures of
$322.5 million, and industry leading average operating costs of
US$3.33/lb U3O8.
The PFS was prepared on a project (100% ownership) and pre-tax
basis, as each of the partners to the Wheeler River Joint Venture
are subject to different tax and other
obligations.
Further details regarding the PFS, including
additional scientific and technical information, as well as
after-tax results attributable to Denison’s ownership
interest, are described in greater detail in the NI 43-101
Technical Report titled “Pre-feasibility Study for the
Wheeler River Uranium Project, Saskatchewan, Canada” dated
October 30, 2018 with an effective date of September 24, 2018. A
copy of this report is available on Denison’s website and
under its profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.
Given the social,
financial and market disruptions related to COVID-19, and certain
fiscally prudent measures, Denison temporarily suspended certain
activities at Wheeler River starting in April 2020, including the
formal parts of the EA program, which is on the critical path to
achieving the project development schedule outlined in the PFS
Technical Report. While the formal EA process resumed in early
2021, the Company is not currently able to estimate the impact to
the project development schedule, outlined in the PFS Technical
Report, and users are cautioned that certain of the estimates
provided therein, particularly regarding the start of
pre-production activities in 2021 and first production in 2024
should not be relied upon.
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 exploration and development company with interests focused
in the Athabasca Basin region of northern Saskatchewan, Canada. In
addition to its effective 95% interest in the Wheeler River Uranium
Project, Denison's interests in Saskatchewan include a 22.5%
ownership interest in the McClean Lake Joint Venture, which
includes several uranium deposits and the McClean Lake uranium
mill, which is contracted 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 and a 66.90% interest in the
Tthe Heldeth Túé (‘THT,’ formerly J Zone) and
Huskie deposits on the Waterbury Lake property. The Midwest Main,
Midwest A, THT and Huskie deposits are located within 20 kilometres
of the McClean Lake mill.
Through its 50%
ownership of JCU, Denison holds additional interests in various
uranium project joint ventures in Canada, including the Millennium
project (JCU 30.099%), the Kiggavik project (JCU 33.8123%) and
Christie Lake (JCU 34.4508%). Denison’s exploration portfolio
includes further interests in properties covering approximately
280,000 hectares in the Athabasca Basin region.
Denison is also
engaged in mine decommissioning and environmental services through
its Closed Mines group, which manages Denison’s Elliot Lake
reclamation projects and provides post-closure mine and maintenance
services to a variety of industry and government
clients.
Technical Disclosure and Qualified Person
The technical
information contained in this press release has been reviewed and
approved by David Bronkhorst, P.Eng, Denison's Vice President,
Operations and/or Andrew Yackulic, P. Geo, Denison's Director,
Exploration, each of whom is a Qualified Person 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
|
|
|
|
|
|
Sophia Shane
|
(604) 689-7842
|
|
Investor
Relations
|
|
|
|
|
|
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: projections with respect to exploration,
development and expansion plans and objectives, including the plans
and objectives for Wheeler River and the related evaluation field
program activities and exploration objectives; the interpretation
of the results of the ISR field test activities at Wheeler River;
the interpretation of the results of its exploration drilling
programs; its plans for the feasibility study; its use of proceeds
of recent financings; its investments in uranium; the impact of
COVID-19 on Denison’s operations; the estimates of Denison's
mineral reserves and mineral resources or results of
exploration;
expectations
regarding Denison’s joint venture ownership interests;
expectations regarding the continuity of its agreements with third
parties; and its interpretations of, and expectations for, nuclear
energy and uranium demand. Statements relating to ‘mineral
reserves’ or ‘mineral resources’ are deemed to be
forward-looking information, as they involve the implied
assessment, based on certain estimates and assumptions that the
mineral reserves and mineral resources described can be profitably
produced in the future.
Forward looking
statements are based on the opinions and estimates of management as
of the date such statements are made, and they are subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of Denison to be materially different from those expressed or
implied by such forward-looking statements. For example, the
results and underlying assumptions and interpretations of the PFS
as well as de-risking efforts such as the ISR field programs
discussed herein may not be maintained after further testing or be
representative of actual conditions within the applicable deposits.
In addition, Denison may decide or otherwise be required to extend
the EA and/or otherwise discontinue testing, evaluation and
development work if it is unable to maintain or otherwise secure
the necessary approvals or resources (such as testing facilities,
capital funding, etc.). Denison believes that the expectations
reflected in this forward-looking information are reasonable, but
no assurance can be given that these expectations will prove to be
accurate and results may differ materially from those anticipated
in this forward-looking information. For a discussion in respect of
risks and other factors that could influence forward-looking
events, please refer to the factors discussed in Denison’s
Annual Information Form dated March 26, 2021 under the heading
‘Risk Factors’. These factors are not, and should not
be, construed as being exhaustive.
Accordingly,
readers should not place undue reliance on forward-looking
statements. The forward-looking information contained in this press
release is expressly qualified by this cautionary statement. Any
forward-looking information and the assumptions made with respect
thereto speaks only as of the date of this press release. Denison
does not undertake any obligation to publicly update or revise any
forward-looking information after the date of this press release to
conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable
legislation.
Cautionary Note to United States Investors
Concerning Estimates of Mineral Resources and Mineral
Reserves: This press release may use terms such as
“measured”, “indicated” and/or
“inferred” mineral resources and “proven”
or “probable” mineral reserves, which are terms defined
with reference to the guidelines set out in the Canadian Institute
of Mining, Metallurgy and Petroleum (“CIM”) CIM
Definition Standards on Mineral Resources and Mineral Reserves
(“CIM Standards”). The Company’s descriptions of
its projects using CIM Standards may not be comparable to similar
information made public by U.S. companies subject to the reporting
and disclosure requirements under the United States federal
securities laws and the rules and regulations thereunder.
United States investors are
cautioned not to assume that all or any part of measured or
indicated mineral resources will ever be converted into mineral
reserves. United States investors are also cautioned not to assume
that all or any part of an inferred mineral resource exists, or is
economically or legally mineable.