Denison Mines Corp 6-K, filed May 5, 2022
Denison Mines Corp. (DNN)
6-K
2022-05-05
For: 2022-05-04
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on May 5, 2022.
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: May 5, 2022
Commission File Number: 001-33414
Denison Mines Corp.
(Name of
registrant)
1100-40 University Avenue
Toronto Ontario
M5J 1T1 Canada
(Address of
principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form
40-F.
Form
20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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DENISON MINES
CORP.
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/s/ Amanda Willett
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Date: May 5,
2022
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Amanda
Willett
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Vice
President Legal and Corporate Secretary
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FORM 6-K
EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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99.2
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99.3
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99.4
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99.5
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Exhibit 99.1
![]()
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
(Unaudited -
Expressed in thousands of Canadian dollars (“CAD”)
except for share amounts)
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At March
31
2022
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At December
31
2021
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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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65,290
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$
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63,998
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Trade and other
receivables (note 5)
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3,164
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3,656
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Inventories (note
6)
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3,271
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3,454
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Investments-equity
instruments (note 7)
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18,615
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14,437
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Prepaid expenses
and other
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1,723
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1,310
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92,063
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86,855
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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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238
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141
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Investments-uranium
(note 7)
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180,870
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133,114
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Investments-joint
venture (note 8)
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20,900
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21,392
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Prepaid expenses
and other
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166
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221
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Restricted cash
and investments (note 9)
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12,986
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12,001
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Property, plant
and equipment (note 10)
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253,377
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254,462
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Total
assets
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$
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562,698
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$
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510,284
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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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12,616
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$
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8,590
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Warrants on
investment (note 7)
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2,763
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1,625
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Share purchase
warrant liabilities (note 15)
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20,821
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-
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Current portion
of long-term liabilities:
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Deferred revenue
(note 12)
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4,171
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4,656
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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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1,181
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1,181
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Other liabilities
(note 16)
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186
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179
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41,858
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16,351
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Non-Current
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Deferred revenue
(note 12)
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30,308
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31,852
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Post-employment
benefits (note 13)
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1,111
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1,154
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Reclamation
obligations (note 14)
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33,141
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36,351
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Share purchase
warrant liabilities (note 15)
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-
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20,337
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Other liabilities
(note 16)
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382
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329
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Deferred income
tax liability
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6,683
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7,219
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Total
liabilities
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113,483
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113,593
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EQUITY
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Share capital
(note 17)
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1,526,394
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1,517,029
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Contributed
surplus (note 18)
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68,029
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67,496
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Deficit
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(1,146,987)
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(1,189,610)
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Accumulated other
comprehensive income (note 19)
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1,779
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1,776
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Total
equity
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449,215
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396,691
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Total
liabilities and equity
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$
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562,698
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$
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510,284
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Issued and
outstanding common shares (in thousands) (note 17)
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817,767
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812,430
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Commitments
and contingencies (note 24)
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Subsequent
events (note 25)
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The accompanying
notes are integral to the condensed interim consolidated financial
statements
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1
![]() |
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
Months Ended
March
31
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2022
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2021
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REVENUES (note 21)
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$
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4,125
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$
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2,496
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EXPENSES
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Operating (notes
20 and 21)
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(2,398)
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(1,888)
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Evaluation (note
21)
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(4,465)
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(2,761)
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Exploration (note
21)
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(2,566)
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(1,348)
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General and
administrative (note 21)
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(4,064)
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(2,625)
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Other income
(expense) (note 20)
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52,645
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(2,041)
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39,152
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(10,663)
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Income
(loss) before net finance expense
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43,277
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(8,167)
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Finance expense,
net (note 20)
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(698)
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(1,025)
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Equity share of
loss of joint venture (note 8)
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(492)
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-
|
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Income (loss)
before taxes
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42,087
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(9,192)
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Income tax
recovery
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|
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Deferred
|
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536
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308
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Net income (loss)
for the period
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$
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42,623
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$
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(8,884)
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Other
comprehensive income (loss) (note 19):
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Items that are or
may be subsequently reclassified to income (loss):
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Foreign currency
translation change
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3
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3
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Comprehensive
income (loss) for the period
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$
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42,626
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$
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(8,881)
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Basic and diluted
net income (loss) per share:
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Basic
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$
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0.05
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$
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(0.01)
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Diluted
|
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$
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0.05
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$
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(0.01)
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Weighted-average
number of shares outstanding (in thousands):
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||||||||
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Basic
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814,788
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714,424
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Diluted
|
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825,148
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714,424
|
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|
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The accompanying
notes are integral to the condensed interim consolidated financial
statements
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2
![]() |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY
|
||||||||
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(Unaudited -
Expressed in thousands of CAD dollars)
|
||||||||
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Three
Months Ended
March
31
|
||||
|
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Share capital (note 17)
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|
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|
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Balance-beginning
of period
|
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$
|
1,517,029
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$
|
1,366,710
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Shares issued for
cash, net of issue costs
|
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|
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8,241
|
|
134,083
|
|
Other shares
issued, net of issue costs
|
|
|
|
|
|
39
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|
-
|
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Share options
exercised-cash
|
|
|
|
|
|
688
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|
3,711
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Share options
exercised-transfer from contributed surplus
|
|
|
|
254
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1,266
|
||
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Share units
exercised-transfer from contributed surplus
|
|
|
|
143
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|
167
|
||
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Balance-end of
period
|
|
|
|
|
|
1,526,394
|
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1,505,937
|
|
|
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|
|
|
|
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|
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Contributed surplus
|
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
67,496
|
|
67,387
|
|
Share-based
compensation expense (note 18)
|
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|
930
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|
375
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Share options
exercised-transfer to share capital
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(254)
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(1,266)
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Share units
exercised-transfer to share capital
|
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|
(143)
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(167)
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Balance-end of
period
|
|
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|
|
|
68,029
|
|
66,329
|
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|
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Deficit
|
|
|
|
|
|
|
|
|
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Balance-beginning
of period
|
|
|
|
|
|
(1,189,610)
|
|
(1,208,587)
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Net income
(loss)
|
|
|
|
|
|
42,623
|
|
(8,884)
|
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Balance-end of
period
|
|
|
|
|
|
(1,146,987)
|
|
(1,217,471)
|
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|
|
|
|
|
|
|
|
|
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Accumulated other comprehensive income (note 19)
|
|
|
|
|
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|
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Balance-beginning
of period
|
|
|
|
|
|
1,776
|
|
1,775
|
|
Foreign currency
translation
|
|
|
|
|
|
3
|
|
3
|
|
Balance-end of
period
|
|
|
|
|
|
1,779
|
|
1,778
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Total Equity
|
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
396,691
|
|
227,285
|
|
Balance-end of
period
|
|
|
|
|
$
|
449,215
|
$
|
356,573
|
|
|
|
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|
|
|
|
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|
|
The accompanying
notes are integral to the condensed interim consolidated financial
statements
|
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3
![]() |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
|
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(Unaudited -
Expressed in thousands of CAD dollars)
|
||||||||
|
|
|
|
|
Three
Months Ended
March
31
|
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CASH PROVIDED BY (USED IN):
|
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|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
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|
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OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income (loss)
for the period
|
|
|
|
|
$
|
42,623
|
$
|
(8,884)
|
|
Adjustments and
Items not affecting cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
Depletion,
depreciation, amortization and accretion
|
|
|
|
|
|
1,674
|
|
1,294
|
|
Fair value
change losses (gains):
|
|
|
|
|
|
|
||
|
Investments-equity
instruments (notes 7 and 20)
|
|
|
|
(4,275)
|
|
91
|
||
|
Investments-uranium
(notes 7 and 20)
|
|
|
|
(47,756)
|
|
-
|
||
|
Warrants on
investment (notes 7 and 20)
|
|
|
|
1,138
|
|
-
|
||
|
Share
purchase warrant liabilities (notes 15 and 20)
|
|
|
|
484
|
|
1,564
|
||
|
Joint
venture-equity share of loss (note 8)
|
|
|
|
492
|
|
-
|
||
|
Recognition
of deferred revenue (note 12)
|
|
|
|
(2,471)
|
|
(137)
|
||
|
Post-employment
benefit payments (note 13)
|
|
|
|
(48)
|
|
(48)
|
||
|
Reclamation
obligation expenditures (note 14)
|
|
|
|
(264)
|
|
(262)
|
||
|
Share-based
compensation (note 18)
|
|
|
|
930
|
|
375
|
||
|
Foreign exchange
losses (gains) (note 20)
|
|
|
|
|
|
200
|
|
(441)
|
|
Warrant
liabilities issue costs expensed
|
|
|
|
|
|
-
|
|
789
|
|
Deferred income
tax recovery
|
|
|
|
|
|
(536)
|
|
(308)
|
|
Change in
non-cash working capital items (note 20)
|
|
|
|
|
|
4,341
|
|
3,984
|
|
Net
cash used in operating activities
|
|
|
|
|
|
(3,468)
|
|
(1,983)
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Additions of
property, plant and equipment (note 10)
|
|
|
|
(2,995)
|
|
(293)
|
||
|
Increase
in restricted cash and investments
|
|
|
|
(985)
|
|
(578)
|
||
|
Net
cash used in investing activities
|
|
|
|
|
|
(3,980)
|
|
(871)
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Issuance of debt
obligations (note 16)
|
|
|
|
|
|
72
|
|
-
|
|
Repayment
of debt obligations (note 16)
|
|
|
|
|
|
(60)
|
|
(59)
|
|
Proceeds
from unit issues, net of issue costs (note 17)
|
|
|
|
-
|
|
135,660
|
||
|
Proceeds
from share issues, net of issue costs (note 17)
|
|
|
|
|
|
8,241
|
|
10,868
|
|
Proceeds
from share options exercised (note 17)
|
|
|
|
|
|
688
|
|
3,711
|
|
Net
cash provided by financing activities
|
|
|
|
|
|
8,941
|
|
150,180
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in cash and cash equivalents
|
|
|
|
|
|
1,493
|
|
147,326
|
|
Foreign
exchange effect on cash and cash equivalents
|
|
|
|
|
|
(201)
|
|
439
|
|
Cash
and cash equivalents, beginning of period
|
|
|
|
|
|
63,998
|
|
24,992
|
|
Cash
and cash equivalents, end of period
|
|
|
|
|
$
|
65,290
|
$
|
172,757
|
|
|
||||||||
|
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 THREE MONTHS ENDED MARCH 31, 2022
|
|
|
(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 12). In addition, the Company has
varying ownership interests in several other development and
exploration projects located in Saskatchewan, Canada.
Through its 50%
ownership of JCU (Canada) Exploration Company, Limited
(“JCU”), Denison holds further indirect interests in
various uranium project joint ventures in Canada, including the
Millennium project (JCU 30.099%), the Kiggavik project (JCU
33.8123%) and Christie Lake (JCU 34.4508%). See note 8 for
details.
The Company
provides mine decommissioning and other services (collectively
“environmental services”) through its Closed Mines
Group, which manages Denison’s Elliot Lake reclamation
projects and provides third-party post-closure mine care and
maintenance services.
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, 2021. The
Company’s presentation currency is Canadian dollars
(“CAD”).
These financial
statements were approved by the board of directors for issue on May
5, 2022.
3.
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, 2021.
The Company has
considered the amendments to IAS 16, Property Plant and Equipment, IAS 37,
Provisions, Contingent Liabilities
and Contingent Assets and IFRS 3 Business Combinations which are
effective for annual periods beginning on or after January 1, 2022
and has concluded that these amendments have no impact on the
Company’s financial statements.
5
![]() |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
4.
CASH AND
CASH EQUIVALENTS
The cash and cash
equivalent balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
$
|
1,747
|
$
|
2,002
|
|
Cash in MLJV and
MWJV
|
|
|
|
1,205
|
|
1,275
|
|
Cash
equivalents
|
|
|
|
62,338
|
|
60,721
|
|
|
|
|
$
|
65,290
|
$
|
63,998
|
5.
TRADE AND
OTHER RECEIVABLES
The trade and
other receivables balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
$
|
2,630
|
$
|
2,866
|
|
|
Receivables in
MLJV and MWJV
|
|
|
|
307
|
|
533
|
|
|
Sales tax
receivables
|
|
|
|
224
|
|
255
|
|
|
Sundry
receivables
|
|
|
|
3
|
|
2
|
|
|
|
|
|
$
|
3,164
|
$
|
3,656
|
|
6.
INVENTORIES
The inventories
balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Uranium
concentrates
|
|
|
$
|
440
|
$
|
451
|
|
Inventory of ore
in stockpiles
|
|
|
|
2,098
|
|
2,098
|
|
Mine and mill
supplies in MLJV
|
|
|
|
2,831
|
|
3,003
|
|
|
|
|
$
|
5,369
|
$
|
5,552
|
|
|
|
|
|
|
|
|
|
Inventories-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
3,271
|
$
|
3,454
|
|
Long-term-ore in
stockpiles
|
|
|
|
2,098
|
|
2,098
|
|
|
|
|
$
|
5,369
|
$
|
5,552
|
6
![]() |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
7.
INVESTMENTS
The investments
balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Equity
instruments
|
|
|
|
|
|
|
|
Shares
|
|
|
$
|
18,461
|
$
|
14,349
|
|
Warrants
|
|
|
|
392
|
|
229
|
|
Uranium
|
|
|
|
180,870
|
|
133,114
|
|
|
|
|
$
|
199,723
|
$
|
147,692
|
|
|
|
|
|
|
|
|
|
Investments-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
18,615
|
$
|
14,437
|
|
Long-term
|
|
|
|
181,108
|
|
133,255
|
|
|
|
|
$
|
199,723
|
$
|
147,692
|
The investments
continuity summary is as follows:
|
(in
thousands)
|
|
Equity
Instruments
|
|
Physical
Uranium
|
|
Total
Investments
|
|
|
|
|
|
|
|
|
|
Balance–December 31,
2021
|
$
|
14,578
|
$
|
133,114
|
$
|
147,692
|
|
Fair value gain
to profit and loss (note 20)
|
|
4,275
|
|
47,756
|
|
52,031
|
|
Balance–March
31, 2022
|
$
|
18,853
|
$
|
180,870
|
$
|
199,723
|
At March 31,
2022, the Company holds equity instruments consisting of shares and
warrants in publicly traded companies and no debt instruments.
Long-term equity instruments consist of warrants in publicly traded
companies exercisable for a period of more than one year after the
balance sheet date.
Investment
in uranium
At March 31,
2022, the Company holds a total of 2,500,000 pounds of physical
uranium as U3O8, acquired at a
weighted average purchase price of $36.67 (USD$29.66) per pound
U3O8, including
purchase commissions, for a total cost of $91,674,000
(USD$74,140,000). The uranium is being held as a long-term
investment.
Sale
of investment and issuance of warrants on
investment
In 2021, the
Company sold by private agreement (1) 32,500,000 common shares of
GoviEx Uranium Inc. (“GoviEx”) and (2) 32,500,000
common share purchase warrants, entitling the holder to acquire one
additional common share of GoviEx owned by Denison (“GoviEx
Warrants”), for combined gross proceeds of $15,600,000. The
proceeds from this transaction were allocated between the GoviEx
common shares sold and the GoviEx Warrants issued on a relative
fair value basis. The GoviEx Warrants entitle the holder to acquire
one additional common share of GoviEx owned by the Company at an
exercise price $0.80, for 18 months after issuance (April
2023).
At March 31,
2022, the fair value of the GoviEx Warrants was estimated to be
$2,763,000 ($0.085 per warrant), based on the following assumptions
in the Black-Scholes option pricing model – expected
volatility of 90%, risk free interest rate of 2.17%, dividend yield
of 0% and an expected term of 13 months.
The Company
continues to hold 32,644,000 common shares of GoviEx. If the GoviEx
Warrants are exercised in full, Denison will receive $26,000,000
and will transfer a further 32,500,000 GoviEx common shares to the
warrant holders.
7
![]() |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Number
of
|
|
Warrant
|
|
(in thousands
except warrant amounts)
|
Warrants
|
|
Liability
|
|
|
|
|
|
|
Balance–December 31,
2021
|
32,500,000
|
$
|
1,625
|
|
Change in fair
value (note 20)
|
-
|
|
1,138
|
|
Balance–March 31,
2022
|
32,500,000
|
$
|
2,763
|
8.
INVESTMENT
IN JOINT VENTURE
The investment in
joint venture balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Investment in
joint venture-by investee:
|
|
|
|
|
|
|
|
JCU
|
|
|
$
|
20,900
|
$
|
21,392
|
|
|
|
|
$
|
20,900
|
$
|
21,392
|
A summary of the
investment in JCU is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2021
|
|
|
|
|
$
|
21,392
|
|
Equity share of
loss
|
|
|
|
|
|
(492)
|
|
Balance-March 31,
2022
|
|
|
|
|
$
|
20,900
|
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 $1,356,000. 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 in the WRJV,
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 policies). Denison
records its equity share of earnings (loss) in JCU one month in
arrears (due to the information not yet being available), adjusted
for any known material transactions that have occurred up to the
period end date on which Denison is reporting.
8
![]() |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
At March
31
|
|
At December
31,
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Total current
assets(1)
|
|
|
$
|
4,551
|
$
|
4,851
|
|
Total non-current
assets
|
|
|
|
38,067
|
|
38,067
|
|
Total current
liabilities
|
|
|
|
(818)
|
|
(134)
|
|
Total non-current
liabilities
|
|
|
|
-
|
|
-
|
|
Total net
assets
|
|
|
$
|
41,800
|
$
|
42,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Month
Ended
March 31, 2022(2)
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
$
|
-
|
|
Net
loss
|
|
|
|
|
|
(984)
|
|
Other
comprehensive income
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
JCU net assets to Denison investment carrying value:
|
|
|
||||
|
Adjusted
net assets of JCU–at December 31, 2021
|
|
|
$
|
42,784
|
||
|
Net
loss
|
|
|
|
|
|
(984)
|
|
Adjusted net
assets of JCU–at March 31, 2022
|
|
|
|
|
$
|
41,800
|
|
Denison ownership
interest
|
|
|
|
|
|
50.00%
|
|
Denison share of
adjusted net assets of JCU
|
|
|
|
|
|
20,900
|
|
Investment in
JCU
|
|
|
|
|
$
|
20,900
|
(1)
Included in current assets
are $4,546,000 in cash and cash equivalents and $5,000 in accounts
receivable.
(2)
Represents JCU net loss for
the three months ended February 28, 2022 (recorded one month in
arrears), adjusted for differences in fair value allocations and
accounting policies.
9.
RESTRICTED
CASH AND INVESTMENTS
The restricted
cash and investments balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
$
|
3,851
|
$
|
2,866
|
|
Investments
|
|
|
|
9,135
|
|
9,135
|
|
|
|
|
$
|
12,986
|
$
|
12,001
|
|
Restricted cash
and investments-by item:
|
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
|
|
|
$
|
3,851
|
$
|
2,866
|
|
Letters of credit
facility pledged assets
|
|
|
|
9,000
|
|
9,000
|
|
Letters of credit
additional collateral
|
|
|
|
135
|
|
135
|
|
|
|
|
$
|
12,986
|
$
|
12,001
|
At March 31,
2022, investments consist of guaranteed investment certificates
with maturities of less than 90 days.
Elliot
Lake Reclamation Trust Fund
During the three
months ended March 31, 2022, the Company deposited an additional
$1,199,000 into the Elliot Lake Reclamation Trust Fund and withdrew
$216,000.
Letters of
Credit Facility Pledged Assets
At March 31,
2022, the Company had $9,000,000 on deposit with the Bank of Nova
Scotia (“BNS”) as pledged restricted cash and
investments pursuant to its obligations under the letters of credit
facility (see notes 14 and 16). Refer to note 25 for details of an
amendment to the letters of credit facility that occurred
subsequent to quarter end and resulted in a reduction in pledged
assets.
9
![]() |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
Letters of
Credit Additional Collateral
At March 31,
2022, the Company had an additional $135,000 of cash collateral on
deposit 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). Refer
to note 25 for details of an amendment to the letters of credit
facility that occurred subsequent to quarter end and resulted in
the release of the additional collateral amount.
10.
PROPERTY,
PLANT AND EQUIPMENT
The property,
plant and equipment (“PP&E”) continuity summary is
as follows:
|
|
|
Plant
and Equipment
|
|
Mineral
|
|
Total
|
||
|
(in
thousands)
|
|
Owned
|
|
Right-of-Use
|
|
Properties
|
|
PP&E
|
|
|
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
Balance–December 31,
2021
|
$
|
105,683
|
$
|
953
|
$
|
179,788
|
$
|
286,424
|
|
Additions
|
|
2,983
|
|
39
|
|
11
|
|
3,033
|
|
Reclamation–Adjustment
(note 14)
|
|
(3,303)
|
|
-
|
|
-
|
|
(3,303)
|
|
Balance–March
31, 2022
|
$
|
105,363
|
$
|
992
|
$
|
179,799
|
$
|
286,154
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization, depreciation:
|
|
|
|
|
|
|
|
|
|
Balance–December 31,
2021
|
$
|
(31,420)
|
$
|
(542)
|
$
|
-
|
$
|
(31,962)
|
|
Amortization
|
|
(46)
|
|
-
|
|
-
|
|
(46)
|
|
Depreciation
|
|
(725)
|
|
(44)
|
|
-
|
|
(769)
|
|
Balance–March
31, 2022
|
$
|
(32,191)
|
$
|
(586)
|
$
|
-
|
$
|
(32,777)
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
value:
|
|
|
|
|
|
|
|
|
|
Balance–December 31,
2021
|
$
|
74,263
|
$
|
411
|
$
|
179,788
|
$
|
254,462
|
|
Balance–March 31,
2022
|
$
|
73,172
|
$
|
406
|
$
|
179,799
|
$
|
253,377
|
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
$60,919,000, or 83%, of the March 2022 owned plant and equipment
total carrying value amount.
The additions
during the three months ended March 31, 2022 primarily relate to
the purchase of an office building ins Saskatoon, Saskatchewan to
accommodate the Company’s growing workforce.
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 is attributable to the
building lease assets for the Company’s office space in
Toronto.
Mineral
Properties
As at March 31,
2022, 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 are
Wheeler River, Waterbury Lake, Midwest, Mann Lake, Wolly, Johnston
Lake and McClean Lake, which together represent $162,698,000, or
91%, of the total mineral property carrying value as at March 31,
2022.
10
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
11. ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
The accounts
payable and accrued liabilities balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
$
|
5,783
|
$
|
3,179
|
|
|
Payables in MLJV
and MWJV
|
|
|
|
4,116
|
|
4,316
|
|
|
Other
payables
|
|
|
|
2,717
|
|
1,095
|
|
|
|
|
|
$
|
12,616
|
$
|
8,590
|
|
12. DEFERRED
REVENUE
The deferred
revenue balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Deferred
revenue–pre-sold toll milling:
|
|
|
|
|
|
|
|
CLJV toll
milling–APG
|
|
|
$
|
34,479
|
$
|
36,508
|
|
|
|
|
$
|
34,479
|
$
|
36,508
|
|
|
|
|
|
|
|
|
|
Deferred
revenue-by balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
4,171
|
$
|
4,656
|
|
Non-current
|
|
|
|
30,308
|
|
31,852
|
|
|
|
|
$
|
34,479
|
$
|
36,508
|
The deferred
revenue liability continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
Deferred
Revenue
|
|
|
|
|
|
|
|
|
|
Balance–December 31,
2021
|
|
|
|
|
$
|
36,508
|
|
Accretion (note
20)
|
|
|
|
|
|
442
|
|
Revenue
recognized during the period (note 21)
|
|
|
|
|
|
(2,471)
|
|
Balance–March
31, 2022
|
|
|
|
|
$
|
34,479
|
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
up-front payment was based upon an estimate of the gross toll
milling cash receipts to be received by Denison.
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 three
months ended March 31, 2022, the Company has recognized $2,471,000
of toll milling revenue from the draw-down of deferred revenue
based on Cigar Lake toll milling production in the three-month
period (3,695,000 pounds U3O8 on a 100% basis).
The drawdown in the three months ending March 31, 2022 includes a
cumulative increase in revenue for prior periods of $1,444,000
resulting from changes in estimates to the toll milling drawdown
rate in the first quarter of 2022. The true-up adjustment was
predominantly driven by a change in the estimated timing of the
milling of the Cigar Lake ore, following an announcement from the
operators of the Cigar Lake mine that mine production would be
reduced from previous planned amounts of 18 million pounds
U3O8 per year to 15
million pounds U3O8 per year in 2022
and 2023, and then to 13.5 million pounds U3O8 per year
thereafter.
11
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Under IFRS 15,
Revenue from Contracts with Customers, the change in the estimated
timing of the toll milling of the CLJV ore resulted in an increase
to the implied financing component of the toll milling transaction,
increasing the total deferred revenue to be recognized over the
life of the toll milling contract as well as the deferred revenue
drawdown rate. The updated drawdown rate has been applied
retrospectively to all pounds produced for the CLJV since the
inception of the APG arrangement, resulting in the current period
true-up.
For the
comparative three months ended March 31, 2021, the Company
recognized $137,000 of toll milling revenue from the draw-down of
deferred revenue comprised of $nil based on Cigar Lake toll milling
production in the quarter (nil pounds U3O8 on a 100% basis)
and a retroactive $137,000 increase in revenue resulting from
changes in estimates to the toll milling drawdown rate in the first
quarter of 2021.
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 March 2022 reflects
Denison’s estimate of Cigar Lake toll milling over the next
12 months. This assumption is based on current mill packaged
production expectations and is reassessed on a quarterly
basis.
13. POST-EMPLOYMENT
BENEFITS
The
post-employment benefits balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Accrued benefit
obligation
|
|
|
$
|
1,231
|
$
|
1,274
|
|
|
|
|
$
|
1,231
|
$
|
1,274
|
|
|
|
|
|
|
|
|
|
Post-employment
benefits-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
120
|
$
|
120
|
|
Non-current
|
|
|
|
1,111
|
|
1,154
|
|
|
|
|
$
|
1,231
|
$
|
1,274
|
The
post-employment benefits continuity summary is as
follows:
|
(in
thousands)
|
|
|
|
|
|
Post-Employment
Benefits
|
|
|
|
|
|
|
|
|
|
Balance–December 31,
2021
|
|
|
|
|
$
|
1,274
|
|
Accretion (note
20)
|
|
|
|
|
|
5
|
|
Benefits
paid
|
|
|
|
|
|
(48)
|
|
Balance–March
31, 2022
|
|
|
|
|
$
|
1,231
|
12
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
14. RECLAMATION
OBLIGATIONS
The reclamation
obligations balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by location:
|
|
|
|
|
|
|
|
Elliot
Lake
|
|
|
$
|
20,826
|
$
|
20,877
|
|
McClean and
Midwest Joint Ventures
|
|
|
|
12,234
|
|
15,405
|
|
Other
|
|
|
|
1,262
|
|
1,250
|
|
|
|
|
$
|
34,322
|
$
|
37,532
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
1,181
|
$
|
1,181
|
|
Non-current
|
|
|
|
33,141
|
|
36,351
|
|
|
|
|
$
|
34,322
|
$
|
37,532
|
The reclamation
obligations continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
Reclamation
Obligations
|
|
|
|
|
|
|
|
|
|
Balance–December
31, 2021
|
|
|
|
|
$
|
37,532
|
|
Accretion (note
20)
|
|
|
|
|
|
357
|
|
MLJV site
restoration–adjustment
|
|
|
|
|
|
(3,303)
|
|
Expenditures
incurred
|
|
|
|
|
|
(264)
|
|
Balance–March
31, 2022
|
|
|
|
|
$
|
34,322
|
Site
Restoration: Elliot Lake
The Elliot Lake
uranium mine was closed in 1992 and capital works to decommission
this site were completed in 1997. The Company is responsible for
monitoring the Tailings Management Areas at the Denison and
Stanrock sites and for treatment of water discharged from these
areas.
Spending on
restoration activities at the Elliot Lake site is funded from the
Elliot Lake Reclamation Trust fund (see note 9).
Site
Restoration: McClean Lake Joint Venture and Midwest Joint
Venture
In January 2022,
the CNSC approved an amendment to the operating license for the
MLJV and MWJV Operations, which allows for the expansion of the
McClean Lake Tailings Management Facility (“TMF”),
along with the associated revised Preliminary Decommissioning Plan
(“PDP”) and cost estimate. The updated PDP was used to
update the reclamation obligation for McClean Lake and Midwest,
resulting in a reduction in the reclamation obligation of
$3,303,000. As at March 31, 2022, the Company’s estimate of
the undiscounted amount of future reclamation costs, in current
year dollars, is $22,072,000 (December 31, 2021 - $24,617,000). The
majority of the reclamation costs are expected to be incurred
between 2041 and 2059. Revisions to the reclamation liabilities for
the MLJV and MWJV are recognized on the balance sheet as
adjustments to the assets associated with the sites.
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. The updated
reclamation plan results in a reduction in the Company’s
pro-rata share of the required financial assurances from
$24,135,000 to $22,972,000. As at March 31, 2022, the Company has
provided irrevocable standby letters of credit, from a chartered
bank, in favour of the Saskatchewan Ministry of Environment,
totalling $22,972,000.
Refer to note 25
for details regarding an amendment to the letters of credit
facility that occurred subsequent to quarter end.
13
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Site
Restoration: Other
The
Company’s exploration and evaluation activities are subject
to environmental regulations as set out by the Saskatchewan
government. Cost estimates of the future decommissioning and
reclamation activities are recognized when the liability is
incurred.
15. SHARE
PURCHASE WARRANT LIABILITIES
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 (expires 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 (expires
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
(“FVTPL”). 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
(expense).
February
2021 Warrants
At March 31,
2022, the fair value of the February 2021 warrants was estimated to
be $0.4123, using a USD to CAD foreign exchange rate of 0.8003 and
incorporating the following assumptions in the Black-Scholes option
pricing model – expected volatility of 72%, risk-free
interest rate of 2.17%, dividend yield of 0% and an expected term
of 0.89 years.
March 2021
Warrants
At March 31,
2022, the fair value of the March 2021 warrants was estimated to be
$0.3649, using a USD to CAD foreign exchange rate of 0.8003 and
incorporating the following assumptions in the Black-Scholes option
pricing model – expected volatility of 72%, risk-free
interest rate of 2.17%, dividend yield of 0% and an expected term
of 0.97 years.
The share
purchase warrant liabilities continuity is as follows:
|
|
Number
of
|
|
Warrant
|
|
(in thousands
except warrant amounts)
|
Warrants
|
|
Liability
|
|
|
|
|
|
|
Balance–December 31,
2021
|
55,006,475
|
$
|
20,337
|
|
Change in fair
value estimates (note 20)
|
-
|
|
484
|
|
Balance–March 31,
2022
|
55,006,475
|
$
|
20,821
|
14
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
16. OTHER
LIABILITIES
The other
liabilities balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Debt
obligations:
|
|
|
|
|
|
|
|
Lease
obligations
|
|
|
$
|
436
|
$
|
452
|
|
Loan
obligations
|
|
|
|
132
|
|
56
|
|
|
|
|
$
|
568
|
$
|
508
|
|
|
|
|
|
|
|
|
|
Other
liabilities-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
186
|
$
|
179
|
|
Non-current
|
|
|
|
382
|
|
329
|
|
|
|
|
$
|
568
|
$
|
508
|
Debt
Obligations
At March 31,
2022, 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)
|
|
|
|
Liabilities
|
|
Liabilities
|
|
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance–December
31, 2021
|
|
|
$
|
452
|
$
|
56
|
$
|
508
|
|
|
Accretion (note
20)
|
|
|
|
9
|
|
-
|
|
9
|
|
|
Additions
|
|
|
|
29
|
|
82
|
|
111
|
|
|
Repayments
|
|
|
|
(54)
|
|
(6)
|
|
(60)
|
|
|
Balance–March
31, 2022
|
|
|
$
|
436
|
$
|
132
|
$
|
568
|
|
Debt
Obligations – Scheduled Maturities
The following
table outlines the Company’s scheduled maturities of its debt
obligations at March 31, 2022:
|
|
|
|
Lease
|
|
Loan
|
|
Total
Debt
|
||
|
(in
thousands)
|
|
|
|
Liabilities
|
|
Liabilities
|
|
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
analysis–contractual undiscounted cash flows:
|
|
|
|
|
|
|
|||
|
Next 12
months
|
|
|
$
|
150
|
$
|
35
|
$
|
185
|
|
|
One to five
years
|
|
|
|
348
|
|
109
|
|
457
|
|
|
More than five
years
|
|
|
|
-
|
|
-
|
|
-
|
|
|
Total
obligation–March 31, 2022–undiscounted
|
|
498
|
|
144
|
|
642
|
|||
|
Present value
discount adjustment
|
|
|
|
(62)
|
|
(12)
|
|
(74)
|
|
|
Total
obligation–March 31, 2022–discounted
|
|
|
$
|
436
|
$
|
132
|
$
|
568
|
|
Letters of
Credit Facility
In January 2022,
the Company entered into an amending agreement for its letters of
credit facility with BNS (the “2022 Facility”). Under
the amendment, the maturity date of the 2022 Facility has been
extended to January 31, 2023. All other terms of the 2022 Facility
(tangible net worth covenant, pledged cash, investment amounts and
security for the facility) remain unchanged from the previous
facility. As of March 31, 2022, the 2022 Facility provided 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%.
At March 31,
2022, the Company is in compliance with its facility covenants and
$22,972,000 (December 31, 2021: $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 three months ended March 31, 2022, the Company
incurred letter of credit fees of $98,000 (March 31, 2021:
$98,000). Refer to note 25 for details regarding an amendment to
the letters of credit facility that occurred subsequent to quarter
end.
15
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
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
except share amounts)
|
Shares
|
|
Capital
|
|
|
|
|
|
|
Balance–December 31,
2021
|
812,429,995
|
$
|
1,517,029
|
|
Issued for
cash:
|
|
|
|
|
Shares issued for
cash–total
|
4,149,600
|
|
8,412
|
|
Less: share issue
costs
|
-
|
|
(171)
|
|
Other share
issue–total
|
30,797
|
|
49
|
|
Less: other share
issue costs
|
-
|
|
(10)
|
|
Share option
exercises
|
978,000
|
|
688
|
|
Share option
exercises–transfer from contributed surplus
|
-
|
|
254
|
|
Share unit
exercises–transfer from contributed surplus
|
178,585
|
|
143
|
|
|
5,336,982
|
|
9,365
|
|
Balance–March 31,
2022
|
817,766,977
|
$
|
1,526,394
|
Share
Issue
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
Company’s 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. 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.
16
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
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.
As of December
31, 2021, the Company issued 3,840,000 shares under the 2021 ATM
Program. The common shares were issued at an average price of $2.08
per share for aggregate gross proceeds of $7,975,000. The Company
also recognized issue costs of $748,000 related to its ATM share
issuances which includes $160,000 of commissions and $588,000
associated with the set-up and maintenance of the 2021 Shelf
Prospectus and 2021 ATM Program.
During the three
months ended March 31, 2022, the Company issued an additional
4,149,600 shares under the 2021 ATM Program. The common shares were
issued at an average price of $2.03 per share for aggregate gross
proceeds of $8,412,000. The Company also recognized issue costs of
$171,000 related to its ATM share issuances, which includes
$168,000 of commissions and $3,000 associated with the maintenance
of the 2021 Shelf Prospectus and 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 March 31,
2022, the Company estimates that it has incurred $4,534,000 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. The Company
renounced the income tax benefits of this issue in February 2022,
with an effective date of renunciation to its subscribers of
December 31, 2021.
18. SHARE-BASED
COMPENSATION
The
Company’s share-based compensation arrangements include share
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
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Share based
compensation expense for:
|
|
|
|
|
|
|
|
|
|
Share
options
|
|
|
|
|
$
|
(389)
|
$
|
(157)
|
|
RSUs
|
|
|
|
|
|
(499)
|
|
(228)
|
|
PSUs
|
|
|
|
|
|
(42)
|
|
(98)
|
|
Share
based compensation expense
|
|
|
|
|
$
|
(930)
|
$
|
(483)
|
An additional
$5,379,000 in share-based compensation expense remains to be
recognized, up until March 2025, on outstanding share options and
share units at March 31, 2022.
17
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Share
Options
Share options
granted in 2022 vest over a period of three years. A continuity
summary of the share options granted under the Company’s
Share Option Plan is presented below:
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
|
|
Number
of
|
|
Price
per
|
|
|
|
|
|
|
|
|
Common
|
|
Share
|
|
|
|
|
|
|
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options
outstanding–December 31, 2021
|
|
|
|
9,449,895
|
$
|
0.86
|
|||
|
Grants
|
|
|
|
|
|
|
1,564,000
|
|
1.84
|
|
Exercises
(1)
|
|
|
|
|
|
|
(978,000)
|
|
0.70
|
|
Expiries
|
|
|
|
|
|
|
(26,000)
|
|
0.85
|
|
Forfeitures
|
|
|
|
|
|
|
(261,000)
|
|
1.09
|
|
Share options
outstanding–March 31, 2022
|
|
|
|
9,748,895
|
$
|
1.03
|
|||
|
Share options
exercisable–March 31, 2022
|
|
|
|
6,129,395
|
$
|
0.72
|
|||
(1)
The weighted average share
price at the date of exercise was $1.96.
A summary of the
Company’s share options outstanding at March 31, 2022 is
presented below:
|
|
|
|
|
|
Weighted
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
|
Remaining
|
|
|
|
Exercise
|
|
Range of
Exercise
|
|
|
|
|
Contractual
|
|
Number
of
|
|
Price
per
|
|
Prices per
Share
|
|
|
|
|
Life
|
|
Common
|
|
Share
|
|
(CAD)
|
|
|
|
|
(Years)
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options
outstanding
|
|
|
|
|
|
|
|||
|
$ 0.25 to $
0.49
|
|
2.96
|
|
1,882,500
|
$
|
0.45
|
|||
|
$ 0.50 to $
0.74
|
|
|
|
|
1.44
|
|
2,916,895
|
|
0.64
|
|
$ 0.75 to $
0.99
|
|
|
|
|
-
|
|
-
|
|
-
|
|
$ 1.00 to $
1.49
|
|
|
|
|
3.97
|
|
3,281,500
|
|
1.28
|
|
$ 1.50 to $
1.99
|
|
|
|
|
4.94
|
|
1,552,000
|
|
1.84
|
|
$ 2.00 to $
2.49
|
|
|
|
|
4.66
|
|
116,000
|
|
2.27
|
|
Stock options
outstanding–March 31, 2022
|
|
|
3.18
|
|
9,748,895
|
$
|
1.03
|
||
Options
outstanding at March 31, 2022 expire between March 2023 and March
2027.
The fair value of
each share option granted is estimated on the date of grant using
the Black-Scholes option pricing model. The following table
outlines the assumptions used in the model to determine the fair
value of share options granted during the current
period:
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
March 31,
2022
|
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
|
1.44% -
1.77%
|
|
|
Expected stock
price volatility
|
|
|
|
74.56% -
74.72%
|
|
|
Expected
life
|
|
|
|
3.4
years
|
|
|
Expected dividend
yield
|
|
|
|
-
|
|
|
Fair value
per share under options granted
|
|
|
$0.96 -
$1.10
|
||
Share
Units
RSUs granted
under the Share Unit Plan in 2022 vest ratably over a period of
three years. PSUs granted under the Share Unit Plan in 2022 vest
over a period of one year.
18
![]() |
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, 2021
|
|
5,801,841
|
$
|
0.80
|
|
1,530,000
|
$
|
0.62
|
|
|
Grants
|
|
1,242,000
|
|
2.08
|
|
120,000
|
|
2.08
|
|
|
Exercises
(1)
|
|
(178,585)
|
|
0.87
|
|
-
|
|
-
|
|
|
Forfeitures
|
|
(144,500)
|
|
1.10
|
|
-
|
|
-
|
|
|
Units
outstanding–March 31, 2022
|
|
6,720,756
|
$
|
1.06
|
|
1,650,000
|
$
|
0.72
|
|
|
Units
vested–March 31, 2022
|
|
3,333,760
|
$
|
0.67
|
|
870,000
|
$
|
0.63
|
|
(1)
The weighted average share
price at the date of exercise was $2.07 for RSUs and $nil 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 March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
Cumulative
foreign currency translation
|
|
|
$
|
417
|
$
|
414
|
|
Experience
gain-post employment liability
|
|
|
|
|
||
|
Gross
|
|
|
|
1,847
|
|
1,847
|
|
Tax
effect
|
|
|
|
(485)
|
|
(485)
|
|
|
|
|
$
|
1,779
|
$
|
1,776
|
20. SUPPLEMENTAL
FINANCIAL INFORMATION
The components of
operating expenses are as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods and
services sold:
|
|
|
|
|
|
|
|
|
|
Operating
overheads:
|
|
|
|
|
|
|
|
|
|
Mining, other
development expense
|
|
|
|
|
|
(72)
|
|
(232)
|
|
Milling,
conversion expense
|
|
|
|
|
|
(635)
|
|
(4)
|
|
Less
absorption:
|
|
|
|
|
|
|
|
|
|
-Mineral
properties
|
|
|
|
|
|
11
|
|
11
|
|
-Milling
|
|
|
|
|
|
-
|
|
-
|
|
Cost of
services-Closed Mines Services
|
|
|
|
|
|
(1,656)
|
|
(1,593)
|
|
Cost of goods and
services sold
|
|
|
|
|
|
(2,352)
|
|
(1,818)
|
|
Reclamation asset
amortization
|
|
|
|
|
|
(46)
|
|
(70)
|
|
Operating
expenses
|
|
|
|
|
$
|
(2,398)
|
$
|
(1,888)
|
19
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The components of
other income (expense) are as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses)
on:
|
|
|
|
|
|
|
|
|
|
Foreign
exchange
|
|
|
|
|
$
|
(200)
|
$
|
441
|
|
Fair value
changes:
|
|
|
|
|
|
|
|
|
|
Investments-equity
instruments (note 7)
|
|
|
|
|
|
4,275
|
|
(91)
|
|
Investments-uranium (note
7)
|
|
|
|
|
|
47,756
|
|
-
|
|
Warrants on
investment (note 7)
|
|
|
|
|
|
(1,138)
|
|
-
|
|
Share purchase
warrant liabilities (note 15)
|
|
|
|
|
|
(484)
|
|
(1,564)
|
|
Gain
on recognition of proceeds–UI
repayment received (note 24)
|
|
2,586
|
|
-
|
||||
|
Issue
costs–share purchase warrant liabilities (note
17)
|
|
|
|
-
|
|
(789)
|
||
|
Uranium
investment carrying charges
|
|
|
|
|
|
(78)
|
|
-
|
|
Other
|
|
|
|
|
|
(72)
|
|
(38)
|
|
Other
income (expense)
|
|
|
|
|
$
|
52,645
|
$
|
(2,041)
|
The components of
finance income (expense) are as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
|
|
$
|
116
|
$
|
83
|
|
Interest
expense
|
|
|
|
|
|
(1)
|
|
-
|
|
Accretion
expense
|
|
|
|
|
|
|
|
|
|
Deferred
revenue (note 12)
|
|
|
|
|
|
(442)
|
|
(754)
|
|
Post-employment
benefits (note 13)
|
|
|
|
|
|
(5)
|
|
(6)
|
|
Reclamation
obligations (note 14)
|
|
|
|
|
|
(357)
|
|
(336)
|
|
Debt
obligations (note 16)
|
|
|
|
|
|
(9)
|
|
(12)
|
|
Finance
income (expense)
|
|
|
|
|
$
|
(698)
|
$
|
(1,025)
|
A summary of
depreciation expense recognized in the statement of income (loss)
is as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
Mining, other
development expense
|
|
|
|
|
$
|
(1)
|
$
|
(1)
|
|
Milling,
conversion expense
|
|
|
|
|
|
(624)
|
|
-
|
|
Cost of
services
|
|
|
|
|
|
(44)
|
|
(45)
|
|
Evaluation
|
|
|
|
|
|
(33)
|
|
(9)
|
|
Exploration
|
|
|
|
|
|
(25)
|
|
(30)
|
|
General and
administrative
|
|
|
|
|
|
(42)
|
|
(25)
|
|
Depreciation
expense-gross
|
|
|
|
|
$
|
(769)
|
$
|
(110)
|
A summary of
employee benefits expense recognized in the statement of income
(loss) is as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
|
|
|
|
$
|
(3,882)
|
$
|
(3,035)
|
|
Share-based
compensation (note 18)
|
|
|
|
|
|
(930)
|
|
(375)
|
|
Termination
benefits
|
|
|
|
|
|
-
|
|
(28)
|
|
Employee
benefits expense
|
|
|
|
|
$
|
(4,812)
|
$
|
(3,438)
|
20
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
The change in
non-cash working capital items in the consolidated statements of
cash flows is as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Change in
non-cash working capital items:
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
|
$
|
492
|
$
|
615
|
|
Inventories
|
|
|
|
|
|
183
|
|
(109)
|
|
Prepaid expenses
and other assets
|
|
|
|
|
|
(363)
|
|
609
|
|
Accounts payable
and accrued liabilities
|
|
|
|
|
|
4,029
|
|
2,869
|
|
Change
in non-cash working capital items
|
|
|
|
|
$
|
4,341
|
$
|
3,984
|
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 general corporate expenses not allocated
to the other segments. In 2021, The Corporate and Other segment
includes management fee income earned from Uranium Participation
Corporation (“UPC”) and general corporate expenses not
allocated to the other segments.
For the three
months ended March 31, 2022, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Closed
Mine
Services
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
|
Revenues
|
|
|
2,471
|
1,654
|
-
|
4,125
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(725)
|
(1,656)
|
(17)
|
(2,398)
|
|
Evaluation
|
|
|
(4,465)
|
-
|
-
|
(4,465)
|
|
Exploration
|
|
|
(2,566)
|
-
|
-
|
(2,566)
|
|
General and
administrative
|
|
|
(14)
|
-
|
(4,050)
|
(4,064)
|
|
|
|
|
(7,770)
|
(1,656)
|
(4,067)
|
(13,493)
|
|
Segment income
(loss)
|
|
|
(5,299)
|
(2)
|
(4,067)
|
(9,368)
|
|
|
|
|
|
|
|
|
|
Revenues–supplemental:
|
|
|
|
|
|
|
|
Environmental
services
|
|
|
-
|
1,654
|
-
|
1,654
|
|
Toll milling
services–deferred revenue (note 12)
|
|
2,471
|
-
|
-
|
2,471
|
|
|
|
|
|
2,471
|
1,654
|
-
|
4,125
|
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
|
Property, plant
and equipment
|
|
|
146
|
13
|
2,874
|
3,033
|
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
|
Cost
|
|
|
98,017
|
4,195
|
4,143
|
106,355
|
|
Accumulated
depreciation
|
|
|
(29,270)
|
(2,952)
|
(555)
|
(32,777)
|
|
Mineral
properties
|
|
|
179,799
|
-
|
-
|
179,799
|
|
|
|
|
248,546
|
1,243
|
3,588
|
253,377
|
21
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
For the three
months ended March 31, 2021, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Closed
Mine
Services
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
|
Revenues
|
|
|
137
|
1,744
|
615
|
2,496
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(295)
|
(1,593)
|
-
|
(1,888)
|
|
Evaluation
|
|
|
(2,761)
|
-
|
-
|
(2,761)
|
|
Exploration
|
|
|
(1,348)
|
-
|
-
|
(1,348)
|
|
General and
administrative
|
|
|
(17)
|
-
|
(2,608)
|
(2,625)
|
|
|
|
|
(4,421)
|
(1,593)
|
(2,608)
|
(8,622)
|
|
Segment income
(loss)
|
|
|
(4,284)
|
151
|
(1,993)
|
(6,126)
|
|
|
|
|
|
|
|
|
|
Revenues–supplemental:
|
|
|
|
|
|
|
|
Environmental
services
|
|
|
-
|
1,744
|
-
|
1,744
|
|
Management
fees
|
|
|
-
|
-
|
615
|
615
|
|
Toll milling
services–deferred revenue (note 12)
|
|
137
|
-
|
-
|
137
|
|
|
|
|
|
137
|
1,744
|
615
|
2,496
|
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
|
Property, plant
and equipment
|
|
|
293
|
-
|
-
|
293
|
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
|
Cost
|
|
|
101,823
|
4,545
|
892
|
107,260
|
|
Accumulated
depreciation
|
|
|
(26,351)
|
(3,238)
|
(442)
|
(30,031)
|
|
Mineral
properties
|
|
|
179,754
|
-
|
-
|
179,754
|
|
|
|
|
255,226
|
1,307
|
450
|
256,983
|
22. RELATED
PARTY TRANSACTIONS
Uranium
Participation Corporation
UPC was a
publicly-listed 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 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 completed the UPC Transaction
and the MSA between Denison and UPC was terminated in accordance
with the termination provisions therein. As a result, Denison
received a termination payment from UPC of $5,848,000 in July
2021.
As at December
31, 2021, UPC was 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
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Management
fees:
|
|
|
|
|
|
|
|
|
|
Base and variable
fees
|
|
|
|
|
$
|
-
|
$
|
475
|
|
Commission
fees
|
|
|
|
|
|
-
|
|
-
|
|
Discretionary
fees
|
|
|
|
|
|
-
|
|
140
|
|
|
|
|
|
|
$
|
-
|
$
|
615
|
At March 31,
2022, accounts receivable includes $nil (December 31, 2021: $nil)
due from UPC with respect to the fees indicated above.
Korea
Electric Power Corporation (“KEPCO”) and Korea Hydro
& Nuclear Power (“KHNP”)
Denison and KHNP
Canada (which is an indirect subsidiary of KEPCO through KHNP) are
parties to a strategic relationship agreement (the ‘KHNP
SRA’). The KHNP SRA provides for a long-term collaborative
business relationship between the parties, which includes a right
of KHNP Canada to nominate one representative to Denison’s
Board of Directors provided that its shareholding percentage is at
least 5%.
KHNP Canada is
also the majority member of KWULP, which is a consortium of
investors that holds the non-Denison owned interests in Waterbury
Lake Uranium Corporation (‘WLUC’) and Waterbury Lake
Uranium Limited Partnership (‘WLULP’), entities whose
key asset is the Waterbury Lake property.
Compensation
of Key Management Personnel
Key management
personnel are those persons having authority and responsibility for
planning, directing and controlling the activities of the Company,
directly or indirectly. Key management personnel 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
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
|
|
|
|
$
|
(1,623)
|
$
|
(1,043)
|
|
Share-based
compensation
|
|
|
|
|
|
(823)
|
|
(320)
|
|
Key
management personnel compensation
|
|
|
|
|
$
|
(2,446)
|
$
|
(1,363)
|
23. 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.
23
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
Except as
otherwise disclosed, the fair values of cash and cash equivalents,
trade and other receivables, accounts payable and accrued
liabilities, restricted cash and cash equivalents and debt
obligations approximate their carrying values as a result of the
short-term nature of the instruments, or the variable interest rate
associated with the instruments, or the fixed interest rate of the
instruments being similar to market rates.
During the three
months ended March 31, 2022, 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 March 31,
2022 and December 31, 2021:
|
|
|
|
|
|
|
March
31
|
|
December
31,
|
|
|
|
Financial
|
|
Fair
|
|
2022
|
|
2021
|
|
|
|
Instrument
|
|
Value
|
|
Fair
|
|
Fair
|
|
(in
thousands)
|
|
Category(1)
|
|
Hierarchy
|
|
Value
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and
equivalents
|
|
Category
B
|
|
|
$
|
65,290
|
$
|
63,998
|
|
Trade and other
receivables
|
|
Category
B
|
|
|
|
3,164
|
|
3,656
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Equity
instruments-shares
|
|
Category
A
|
|
Level
1
|
|
18,461
|
|
14,349
|
|
Equity
instruments-warrants
|
|
Category
A
|
|
Level
2
|
|
392
|
|
229
|
|
Elliot Lake
reclamation trust fund
|
|
Category
B
|
|
|
|
3,851
|
|
2,866
|
|
Credit
facility pledged assets
|
|
Category
B
|
|
|
|
9,000
|
|
9,000
|
|
Reclamation
letter of credit collateral
|
|
Category
B
|
|
|
|
135
|
|
135
|
|
|
|
|
|
|
$
|
100,293
|
$
|
94,233
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
Category
C
|
|
|
|
12,616
|
|
8,590
|
|
Debt
obligations
|
|
Category
C
|
|
|
|
568
|
|
508
|
|
Warrants on
investment
|
|
Category
A
|
|
Level
2
|
|
2,763
|
|
1,625
|
|
Share
purchase warrant liabilities
|
|
Category
A
|
|
Level
2
|
|
20,821
|
|
20,337
|
|
|
|
|
|
|
$
|
36,768
|
$
|
31,060
|
(1)
Financial instrument
designations are as follows: Category A=Financial assets and
liabilities at fair value through profit and loss; Category
B=Financial assets at amortized cost; and Category C=Financial
liabilities at amortized cost.
Investments in
uranium are categorized in Level 2. Investments in uranium are
measured at fair value at each reporting period based on the
month-end spot price for uranium published by UxC and converted to
Canadian dollars during the period-end indicative foreign exchange
rate.
24. 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”). 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.
In September
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.
24
![]() |
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
|
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. The
Company’s receivable, and the interest thereon, is fully
provided for.
In February 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.
In January 2022,
the Company executed a Repayment Agreement (the “Repayment
Agreement”) pursuant to which the parties negotiated the
repayment of the debt owing from UI to Denison. Under the terms of
the Repayment Agreement, UI has agreed to make scheduled payments
on account of the Arbitration Award, plus additional interest and
fees, through a series of quarterly installments and annual
milestone payments until December 31, 2025. The total amount due to
Denison under the Repayment Agreement is approximately
USD$16,000,000 inclusive of additional interest to be earned over
the term of the agreement at a rate of 6.5% per annum. The
Repayment Agreement includes customary covenants and conditions in
favour of Denison, including certain restrictions on UI’s
ability to take on additional debt, in consideration for
Denison’s deferral of enforcement of the Arbitration Award
while UI is in compliance with its obligations under the Repayment
Agreement.
During the three
months ended March 31, 2022, the Company received USD$2,100,000
from UI, of which a portion relates to reimbursement of legal and
other expenses incurred by Denison, resulting in the recognition of
income of $2,586,000 in the period.
25. SUBSEQUENT
EVENTS
Bank of
Nova Scotia Credit Facility Amendment
On April 21,
2022, the Company entered into a further amendment with respect to
the letters of credit facility. The amendment was related to the
reduction in financial assurances required for the McClean Lake and
Midwest operations as a result of the recently approved PDP for
these projects. Under the amended terms, the maximum letters of
credit available was reduced to $22,972,000. Concurrently, the
pledged assets on deposit with BNS, required to maintain the
facility, have been reduced from $9,000,000 to $7,972,000, and the
additional collateral of $135,000 has been released. In total,
$1,163,000 in previously restricted cash has been released back to
the Company. All other terms of the credit facility (tangible net
worth covenant, investments amount and security for the facility)
remain unchanged by this further amendment.
25
|
Exhibit
99.2
|

MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE MONTHS ENDED
MARCH 31, 2022
|
TABLE
OF CONTENTS
|
|
| Q1 2022 PERFORMANCE HIGHLIGHTS |
2
|
|
ABOUT
DENISON |
3
|
| RESULTS OF OPERATIONS |
4
|
| Wheeler River Uranium Project |
6
|
| LIQUIDITY AND CAPITAL RESOURCES |
15
|
| OUTLOOK FOR 2022 |
19
|
| ADDITIONAL INFORMATION |
20
|
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS |
21
|
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 May 4,
2022 and should be read in conjunction with the Company’s
unaudited interim condensed consolidated financial statements and
related notes for the three months ended March 31, 2022. The
unaudited interim condensed consolidated financial statements are
prepared in accordance with International Financial Reporting
Standards (‘IFRS’) as issued by the International
Accounting Standards Board (‘IASB’), including IAS 34,
Interim Financial
Reporting. Readers are also encouraged to consult the
audited consolidated financial statements and MD&A for the year
ended December 31, 2021. 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
|
■
Commenced the 2022 In Situ Recovery (‘ISR’) field
program at the Phoenix uranium deposit
(‘Phoenix’)
The
Company’s ambitious 2022 evaluation plan for the Wheeler
River Project (‘Wheeler River’ or the
‘Project’) is designed to further de-risk the technical
elements of the Phoenix ISR project ahead of the completion of the
Feasibility Study (‘FS’) initiated for the project in
late 2021. Key to the 2022 plan is the completion of additional
field programs (the ‘2022 Field Program’), including
the installation of additional PQ test wells in multiple three-spot
test patterns to be used to assess the ISR mining conditions in
additional areas of the Phoenix deposit, as well as the completion
of a Feasibility Field Test (‘FFT’). Efforts in support
of the 2022 Field Program commenced in the first quarter, including
initial mobilization of necessary equipment to the Wheeler River
site, the collaring of the PQ wells, and the drilling of six of the
nine planned PQ wells.
■
Obtained regulatory approval for the expansion of the McClean Lake
Tailings Management Facility (‘TMF’)
In January 2022,
the Canadian Nuclear Safety Commission (‘CNSC’)
approved an amendment to the operating license for the McClean Lake
Joint Venture (‘MLJV’) and Midwest Joint Venture
(‘MWJV’) operations, which allows for the expansion of
the McClean Lake TMF, along with the associated revised Preliminary
Decommissioning Plan (‘PDP’) and cost estimate. The
McClean Lake mill is a strategically significant asset in the
Athabasca Basin region and the approval of the TMF expansion
ensures the facility will be well positioned to serve as a regional
milling centre for current and future uranium mining projects in
the eastern portion of the Athabasca Basin for many years to
come.
As a result of
the updated PDP, the Company’s pro rata share of the
financial assurances required to be provided to the Province of
Saskatchewan has decreased from $24,135,000 to $22,972,000.
Accordingly, subsequent to quarter end, the pledged amount of cash
required under the 2022 Facility has been decreased to $7,972,000,
and the Company’s additional cash collateral of $135,000 has
been released – resulting in the return of $1,163,000 in
previously restricted cash to the Company. Additionally, the
Company’s reclamation obligation has been updated to reflect
the PDP, as well as other relevant estimates, resulting in a
decrease in the obligation of $3,303,000.
■
Discovered high-grade uranium mineralization at 24.68% owned
Waterfound River Joint Venture
(‘Waterfound’)
In March 2022,
multiple new high-grade intercepts of unconformity-hosted uranium
mineralization were discovered in the final three drill holes
completed during the winter 2022 exploration program at Waterfound.
The results were highlighted by drill hole WF-68, which returned a
broad zone of uranium mineralization, including a peak interval of
5.91% eU3O8 over 3.9 metres
(0.05% eU3O8 cut-off) with a
sub-interval grading 25.30% eU3O8 over 0.7 m,
located approximately 800 metres west, along the La Rocque
Conductive Corridor, of the previously discovered high-grade
mineralization (including 4.49% U3O8 over 10.53
metres) at the Alligator Zone. The newly identified mineralization
remains open along strike in both directions and additional
drilling to test the extent of mineralization is expected to be
completed during the planned summer exploration drilling
program.
■
Received US$2.1 million from Uranium Industry a.s
(“UI”) pursuant to new Repayment Agreement
During the first
quarter of 2022, the Company received US$2.1 million from UI
pursuant to the terms of a Repayment Agreement that was executed in
January 2022. Under the Repayment Agreement, UI has agreed to make
scheduled payments on account of an arbitration award in favour of
Denison (with respect to the arbitration proceedings between the
Company and UI related to the 2015 sale by Denison to UI of its
mining assets and operations located in Mongolia), plus additional
interest and fees. The total amount due to Denison under the
Repayment Agreement, including amounts already received in 2022, is
approximately US$16 million, which is payable over a series of
quarterly installments and annual milestone payments ending on
December 31, 2025.
■
Welcomed new additions to the Board of Directors and the Management
Team
In January 2022,
Ms. Laurie Sterritt was appointed to Denison’s Board of
Directors and Mr. Kevin Himbeault was appointed to the position of
Vice President of Plant Operations & Regulatory Affairs. Ms.
Sterritt has over 25 years of experience in the fields of
Indigenous, government, and community relations, is a member of the
Kispiox Band of the Gitxsan Nation, and is a Partner at Leaders
International, an executive search firm in Canada. Mr. Himbeault
has over 25 years of diverse involvement in the mining industry,
including an 18-year career with Cameco Corporation
(‘Cameco’) where he most recently held the position of
Operations Manager for the Key Lake mill. Mr. Himbeault will be
tasked with oversight of all matters related to process plant
operations and regulatory affairs for Denison.
2
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MANAGEMENT’S DISCUSSION & ANALYSIS
|
Additionally, in
February 2022, Mr. Yun Chang Jeong joined the Board of Directors as
a nominee of Korea Hydro Nuclear Power (‘KHNP’)
pursuant to the KHNP Strategic Relationship Agreement (‘KHNP
SRA’). Mr. Jeong currently serves as the General Manager of
the Nuclear Fuel Supply Section of KHNP, and fills the vacancy on
Denison’s Board created by the resignation of KHNP’s
previous nominee, Mr. Jun Gon Kim.
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 Pre-Feasibility Study
(‘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 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 Japan (Canada) Exploration Company, Ltd
(‘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 297,000 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 third-party post-closure mine
care and maintenance services.
SELECTED FINANCIAL INFORMATION
|
(in
thousands)
|
|
As at
March 31,
2022
|
|
As at
December 31,
2021
|
|
|
|
|
|
|
|
Financial Position:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
65,290
|
$
|
63,998
|
|
Working
capital(1)
|
$
|
77,960
|
$
|
76,785
|
|
Investments in
uranium
|
$
|
180,870
|
$
|
133,114
|
|
Property, plant
and equipment
|
$
|
253,377
|
$
|
254,462
|
|
Total
assets
|
$
|
562,698
|
$
|
510,284
|
|
Total long-term
liabilities(2)
|
$
|
71,625
|
$
|
97,242
|
(1)
Working capital is a non-IFRS
financial measure and is calculated as the value of current assets
less the value of current liabilities, excluding non-cash current
liabilities (i.e., working capital at March 21, 2022 excludes
$27,755 in non-cash current liabilities from the current portion of
deferred revenue, warrants on investments, and share purchase
warrant liabilities). At March 31, 2022, the Company’s
working capital includes $18,615,000 in portfolio investment
(December 31, 2021 – $14,437,000 in portfolio
investments).
(2)
Predominantly comprised of
the non-current portion of deferred revenue, non-current
reclamation obligations, and deferred income tax
liabilities.
3
![]() |
MANAGEMENT’S DISCUSSION & ANALYSIS
|
SELECTED QUARTERLY FINANCIAL INFORMATION
|
|
|
|
|
2022
|
|
2021
|
|
2021
|
|
2021
|
|
(in
thousands, except for per share amounts)
|
|
Q1
|
|
Q4
|
|
Q3
|
|
Q2
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
4,125
|
$
|
3,337
|
$
|
9,541
|
$
|
4,626
|
||
|
Net earnings
(loss)
|
$
|
42,623
|
$
|
(2,648)
|
$
|
32,866
|
$
|
(2,357)
|
||
|
Basic and diluted
earnings (loss) per share
|
$
|
0.05
|
$
|
(0.01)
|
$
|
0.04
|
$
|
(0.00)
|
||
|
|
|
|
|
2021
|
|
2020
|
|
2020
|
|
2020
|
|
(in
thousands, except for per share amounts)
|
|
Q1
|
|
Q4
|
|
Q3
|
|
Q2
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
2,496
|
$
|
4,094
|
$
|
2,743
|
$
|
2,926
|
||
|
Net
loss
|
$
|
(8,884)
|
$
|
(3,095)
|
$
|
(5,482)
|
$
|
(1,043)
|
||
|
Basic and diluted
loss per share
|
$
|
(0.01)
|
$
|
(0.01)
|
$
|
(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 the first and beginning of the second
quarters 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. However, the 2021 summer exploration program
commenced in mid-September and continued into the fourth quarter of
2021 due to the timing of the 2021 ISR field program.
●
Other income and expense
fluctuates 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 uranium investments and
certain of its share purchase warrants 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 the
McClean Lake uranium mill, one of the world’s largest uranium
processing facilities, which is contracted to process ore from the
Cigar Lake mine under a toll milling agreement. The MLJV is a joint
venture between Orano Canada Inc. (‘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
(‘APG’) 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. 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 was non-cash
and was limited to a reduction in the drawdown of the
Company’s deferred revenue balance.
During the three
months ended March 31, 2022, the McClean Lake mill processed 3.7
million pounds U3O8 for the CLJV
(March 31, 2021 – nil pounds U3O8 ) and Denison
recorded toll milling revenue of $2,471,000 (March 31, 2021 –
$137,000). The increase in toll milling revenue in the current
quarter, as compared to the prior year, is due to the temporary
shutdown of the mill in the prior year in response to the COVID-19
pandemic. Additionally, a $1,444,000 non-cash cumulative accounting
adjustment was recorded in the current quarter, which was
predominantly driven by a change in the estimated timing of the
milling of the Cigar Lake ore following an announcement from the
operators of the Cigar Lake mine that mine production would be
reduced from previous planned amounts of 18 million pounds
U3O8 per year to 15
million pounds U3O8 per year in 2022
and 2023, and then to 13.5 million pounds U3O8 per year
thereafter. Under IFRS 15, Revenue
from Contracts with Customers, the change in the estimated
timing of the toll milling of the CLJV ores resulted in an increase
to the implied financing component of the toll milling transaction,
thus increasing the total deferred revenue to be recognized over
the life of the toll milling contract as well as the deferred
revenue drawdown rate. The updated drawdown rate has been applied
retrospectively to all pounds produced for the CLJV since the
inception of the APG arrangement in July 2016, resulting in the
current period true-up.
During the three
months ended March 31, 2022, the Company also recorded accounting
accretion expense of $442,000 on the toll milling deferred revenue
balance (March 31, 2021 – $754,000). While the annual
accretion expense will decrease over the life of the contract as
the deferred revenue liability decreases over time, the decrease in
accretion expense in the first quarter of 2022, as compared to the
prior year, was predominantly due a $297,000 true up recorded to
reduce the life-to-date accretion expense recognized due to the
change in timing in the estimated CLJV toll milling activities
discussed above.
Closed Mine Services
Post-closure mine
care and maintenance 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 related services for
certain third-party projects.
Revenue from
Closed Mines services during the three months ended March 31, 2022
was $1,654,000 (March 31, 2021 - $1,744,000). The decrease in
revenue in the first quarter of 2022, as compared to 2021, was due
to a customer contract that was not renewed for 2022.
Management Services Agreement with UPC
Prior to July 19,
2021, Denison provided general administrative and management
services to Uranium Participation Corp. (‘UPC’), for
which Denison earned management fees and commissions on the
purchase and sale of uranium holdings. 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. Accordingly, the Company had no revenue
from UPC in 2022 (March 31, 2021 - $615,000).
OPERATING EXPENSES
Mining
Operating
expenses of the mining segment include depreciation and development
costs, as well as cost of sales related to the sale of uranium,
when applicable. Operating expenses in the three months ended March
31, 2022 were $725,000 (March 31, 2021 –
$295,000).
Included in
operating costs is depreciation expense relating to the McClean
Lake mill of $625,000 (March 31, 2021 - $nil), as a result of
processing approximately 3.7 million pounds U3O8 for the CLJV
(March 31, 2021 – nil pounds U3O8).
5
![]() |
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Closed Mine Services
Operating
expenses during the three months ended March 31, 2022 totaled
$1,656,000 (March 31, 2021 - $1,593,000). 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 period, as compared to the prior year, is
predominantly due to increased activity at certain care and
maintenance sites.
MINERAL PROPERTY EVALUATION
During the first
quarter of 2022, Denison’s share of evaluation expenditures
was $4,465,000 (March 31, 2021 –$2,761,000). The increase in
evaluation expenditures, compared to the prior period, was due to
an increase in Wheeler River evaluation activities, including the
commencement of the 2022 Field Program.
The following
table summarizes the evaluation activities completed during the
first quarter of 2022.
|
PROJECT EVALUATION ACTIVITIES
|
||||
|
Property
|
Denison’s
ownership(1)
|
Evaluation drilling(2)
|
Other activities
|
|
|
Wheeler
River
|
95%
|
2,509.9
metres
(6
PQ Wells)
|
ISR
Field Testing,
Engineering,
Metallurgical testing, Environmental and Sustainability
activities
|
|
|
|
|
|
|
|
Notes:
(1) The
Company’s effective ownership interest as at March 31, 2022,
including the indirect 5% ownership interest held through
JCU.
(2) Evaluation
drilling includes diamond drilling of new PQ-diameter drill holes
for the purposes of further evaluation of the ISR mining conditions
at Phoenix. Amounts include total evaluation metres drilled in
completed holes, and total number of holes completed.
Wheeler River Uranium
Project
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 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.
Given the social, financial and market
disruptions experienced from the onset of the COVID-19 pandemic in
early 2020, Denison temporarily suspended certain activities at
Wheeler River, including programs on the critical path to achieving
the project development schedule outlined in the PFS such as the EA
program. The Company is not currently able to estimate the impact
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.
6
![]() |
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The location of
the Wheeler River property, as well as the Phoenix and Gryphon
deposits, and existing and proposed infrastructure, is shown on the
map provided below.

Evaluation Program
Denison’s
2022 evaluation plans for Wheeler River reflect an ambitious
program designed to further de-risk the technical elements of the
Phoenix ISR project ahead of the completion of the Feasibility
Study (‘FS’) initiated for the project in late 2021.
Activities planned for 2022 include (1) completing additional field
programs (‘2022 Field Program’) plus a FFT, as well as
(2) advancing the completion of the FS, (3) completing various
environmental assessment scopes and submitting a draft
Environmental Impact Statement (‘EIS’) to applicable
regulators, (4) initiating activities required to license and
permit construction of the proposed Phoenix ISR operation, and (5)
advancing Impact Benefit Agreement (‘IBA’) negotiations
with interested parties.
During the first
quarter of 2022, Denison’s share of evaluation costs at
Wheeler River was $4,454,000 (March 31, 2021 –
$2,678,000).
Engineering Activities
Efforts in
support of the 2022 Field Program commenced in the first quarter,
including initial mobilization of necessary equipment to the
Wheeler River site, which was completed in February. Generally,
the 2022 ISR Field Program is expected
to involve the following components:
7
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
●
Installation of additional PQ test wells in multiple three-spot
test-patterns:
The test
wells will be installed in three discrete three-spot clusters
located in planned mining Phases 1, 2 and 4 of the Phoenix deposit
(the ‘Three-Spot Test Patterns’). Each Three-Spot Test
Patterns has been designed to facilitate the further evaluation of
the ISR mining conditions within additional areas / phases of the
deposit that have not been previously evaluated. The results of
these evaluations are expected to be incorporated into detailed
mine planning efforts as part of the ongoing FS for the
Project.
●
Extensive Hydrogeologic Testing:
Additional
hydrogeologic tests are planned to be completed during the 2022
Field Program following the successful installation of the PQ
wells. The test work will further evaluate the defined
hydrogeological units within the ore zone, as well as the sweep
efficiency of the deposit. These tests are expected to provide a
more complete understanding of the hydrogeological characteristics
throughout Phase 1 in order to support the design of the FFT, which
is discussed in more detail below.
●
Substantial Borehole Geophysics Program:
Detailed
borehole geophysics testing will also be performed, including
hydrophysics, cross-hole seismic and standard geophysical surveys.
The test work will be conducted within the new Three-Spot Test
Patterns and the five commercial scale wells (‘CSWs’)
previously installed in 2021, in order to evaluate vertical and
horizontal flow profiling for sweep efficiency calculations to be
incorporated into the mine planning associated with the ongoing
FS.
During
the first quarter, 2022 Field Program activities included site
preparation, as well as the mobilization of drill crews to site and
the commencement of the PQ drilling. The collaring of the PQ wells
was completed in February, and six of the nine planned PQ wells
were successfully drilled to target depths and cased with temporary
well materials during the quarter.
Metallurgical Testing
Metallurgical
test work supporting the FS continued in the first quarter of 2022
with SRC Laboratories in Saskatoon (‘SRC’),
including:
●
Core leach tests
The
core leach tests are specialized tests utilizing intact mineralized
core samples representative of the in-situ conditions at Phoenix
and designed to evaluate uranium recovery specifically for the ISR
mining method.
Since
the re-start of the test program in early 2021, test work has been
performed on six representative core samples, which have
successfully demonstrated head grades well above PFS targets,
allowing the ISR plant feed uranium head grade target to increase
by 50% from PFS target of 10 grams per litre (‘g/L’) to
15g/L (see Denison press release dated August 4, 2021).
Accordingly, the Company’s plans for the remaining
metallurgical test work, including the bench-scale tests of the
unit operations for the processing plant have been updated to
reflect an assumed uranium bearing solution (‘UBS’)
head-grade recovered from the wellfield of 15g/L.
During
the first quarter of 2022, a new core leach test was initiated to
simulate the field conditions seen during the ion tracer field test
that was completed in 2021. Initial results from this test show
that after the injection of less than three pore volumes of low-pH
mining solution, the extracted uranium head grade is approaching 30
g/L, further supporting the target UBS head-grade of
15g/L.
●
Plant bench testing
Current
testing efforts are focused on optimizing the ISR process plant
design and associated infrastructure. A Best Achievable Technology
(‘BAT’) study is underway with Wood PLC for water
treatment optimization. In addition, solids waste characterization,
which is required for the Environmental Assessment
(‘EA’) and the FS, is being finalized.
●
Remediation Tests:
During
the first quarter of 2022, laboratory reclamation testing
continued, assessing the most efficient approach to flush and/or
neutralize the low-pH mining solution planned for mining the
Phoenix deposit. The results of these test are intended to inform
the remediation modeling required for the EA and FS.
8
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Feasibility Field Test
The
FFT is intended to provide further verification of the
permeability, leachability, and containment parameters needed for
the successful application of the ISR mining method at Phoenix.
Initial planning for the FFT includes the use of a portion of the
five-spot CSW test pattern installed in Phase 1 of Phoenix during
2021.
During
the first quarter of 2022, permitting activities in support of the
FFT have advanced, as well as procurement activities for mechanical
and electrical equipment required for the test. The test is
currently scheduled for completion by Q4 2022, with decommissioning
and reclamation activities planned for 2023.
Feasibility Study
In
the third quarter of 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 PLC as independent Lead
Author.
In
the first quarter of 2022, FS efforts are progressing with the
development of the Phoenix ISR production model and a 3D process
plant model supported by the various technical test programs that
are in progress.
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 FS
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.
●
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 and GWR-049 (see new releases dated February 16, 2022 and
July 29, 2021), and exploration drilling; it is anticipated that an
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.
●
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.
Environmental and Sustainability Activities
Environmental Assessment Activities
Work in the first
quarter of 2022 focused on the completion of risk assessment models
required for the EA, including those related to air quality,
hydrogeology, human health, and ecological components. These risk
assessment models will be used to further progress the draft
EIS.
9
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
In addition,
during the quarter Denison received reports prepared by several
Indigenous Communities of Interest, along with consent to utilize
the information received in preparation of the draft EIS for the
Wheeler River Project. The information is valuable to support the
determination of potential effects of the Project on Indigenous
land users and local communities in relation to traditional land
use, socio-economic factors, and quality of life.
Regulatory Applications
In early March
2022, Denison submitted an application to the Saskatchewan Ministry
of Environment to construct and operate a pollutant control
facility in connection with the planned FFT. The submission
followed a Denison-led review and comment process carried out with
several communities of interest. The Company is also working with
the CNSC in order to determine whether a Nuclear Substance and
Radiation Device License will be required in order to complete the
FFT.
Community Engagement Activities
During the first quarter of 2022, Denison
continued working with several Indigenous communities of interest
towards formalizing structures related to community development and
benefits, environmental protection and monitoring, as well as a
sustainable and predictable consultation and engagement
process.
MINERAL PROPERTY EXPLORATION
During the first
quarter of 2022, Denison’s share of exploration expenditures
was $2,566,000, (March 31, 2021 –$1,348,000). The increase in
exploration expenditures compared to the prior year was due to an
increase in winter exploration activities.
Exploration
spending in the Athabasca Basin is generally seasonal in nature,
with spending typically higher during the winter exploration season
(January to mid-April) and summer exploration season (June to
mid-October).
The following
table summarizes the exploration activities completed during the
first quarter of 2022. The exploration drilling relates to the
winter drilling programs at Ford Lake, and at three of the
Company’s non-operated properties.
|
EXPLORATION & EVALUATION ACTIVITIES
|
|||
|
Property
|
Denison’s ownership
|
Drilling in metres
(m)(1)
|
Other activities
|
|
Crawford
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
Ford
Lake
|
100.00%
|
3,341 (7
holes)
|
-
|
|
Moon Lake
South
|
75.00%
|
-
|
Geophysical
Survey
|
|
Waterbury
|
66.90%
|
-
|
Geophysical
Survey
|
|
McClean
Lake
|
22.50%
|
5,862 (23
holes)
|
-
|
|
Midwest
|
25.17%
|
-
|
Geophysical
Survey
|
|
Waterfound
|
24.68%(2)
|
3,175 (6
holes)
|
Geophysical
Survey
|
|
Wolly
|
21.32%(3)
|
2,037 (9
holes)
|
Geophysical
Survey
|
|
|
|
|
|
|
Total
|
|
14,415 (45 holes)
|
|
(1)
The Company reports total
exploration metres drilled and the number of holes that were
successfully completed to their target depth.
(2)
Denison’s effective
ownership interest as at March 31, 2022, including the indirect
12.9% ownership interest held through the JCU.
(3)
Represents Denison’s
ownership position at December 31, 2021. Denison has elected not to
fund its 21.32% share of the 2022 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 March
31, 2022, is illustrated in the figure below. The Company’s
Athabasca land package did not change during the first quarter of
2022, remaining at 296,661 hectares (211 claims). The land position
reported by the Company excludes the land positions held by
JCU.
10
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|

Wheeler River Exploration
Denison’s
share of exploration costs at Wheeler River was $111,000 during the
quarter ended March 31, 2022 (March 31, 2021 –
$260,000).
Exploration field
work at Wheeler River is planned to begin late in the second
quarter of 2022. During the three months ended March 31, 2022,
exploration work related to Wheeler River included desktop analysis
and interpretation of the results of the 2021 exploration program
and the initiation of detailed planning of the 2022 exploration
drilling program. – which is expected to include an estimated
6,700 metres in approximately 13 drill holes. The program is
currently expected to be focused at the M Zone and Gryphon South
target areas, where previous exploration drilling in each area had
identified alteration, elevated radioactivity, and geochemical
enrichment that may indicate a potentially mineralizing
system.
Exploration Pipeline Properties
During the first
quarter of 2022, eight exploration field programs were carried out
at Denison’s pipeline properties (four operated by Denison)
and Denison’s share of exploration costs for these properties
was $2,288,000 during the three months ended March 31, 2022 (March
31, 2021 - $850,000).
In addition,
planning for property-scale Z-Tipper Axis Electromagnetic
(‘ZTEM’) surveys at the Company’s Johnston Lake,
Candle, and Darby properties was completed during the first
quarter. The surveys are planned for completion during the second
quarter.
The Company
continues to review, prioritize and rationalize its Athabasca Basin
exploration portfolio with the objective of continuing to explore
its highest priority projects, with the potential to deliver
significant and meaningful new discoveries.
11
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Ford Lake
The Ford Lake
property is located in the southeastern part of the Athabasca
Basin, approximately 25 km northwest of Cameco’s Key Lake
Operation. During the first quarter of 2022, the Company completed
the 2022 Ford Lake exploration drilling program, consisting of 7
holes totaling 3,341 metres, testing conductivity targets outlined
by the 2021 SML EM survey. Drilling successfully explained the
northern conductor interpreted from the 2021 SML EM survey,
intersecting graphitic semi-brittle faulting on several fences. The
2022 drilling program was highlighted by hole FD-22-10, which
encountered low grade uranium mineralization grading 0.08%
eU3O8 over 0.4 metres,
hosted directly below the unconformity within a clay fault gouge.
Indicative structure, alteration, and elevated radioactivity were
encountered in five of the six other drill holes completed during
the program. Assay results are pending.
Moon Lake South
During the first
quarter of 2022 a six line Stepwise Moving Loop EM (‘SWML
EM’) survey was completed at Moon Lake South. The survey,
which focused on resolving the position of the CR-3 conductor, was
designed to fill in the widely spaced lines that were surveyed as
part of the 2020 SWML EM survey. Modelling and interpretation of
the 2022 survey results are expected to be completed in the second
quarter of 2022.
Waterbury
During the first
quarter of 2022, a SML EM survey was completed on the
Company’s Waterbury property to evaluate the interpreted
southwest extension of the Midwest structural corridor onto claim
S-107359 at the southern end of the Waterbury property. The Midwest
structural corridor hosts the Midwest Main and Midwest A orebodies
and is structurally related to the THT, Rough Rider and Huskie
deposits.
McClean Lake
The McClean Lake
property is operated by Orano Canada and is host to the McClean
mill and several unmined uranium deposits, including Caribou, Sue
D, Sue E (partially mined out) and the McClean North and South
pods. A diamond drilling program consisting of 23 drill holes
totaling 5,862 metres was recently completed at McClean
Lake.
The 2022
exploration diamond drilling program was designed to test for the
potential expansion of the high-grade mineralization discovered in
2021 between the 8W and 8E pods along the McClean South conductor
in drill hole MCS-34 (8.67% U3O8 over 13.5
metres), as well as to test for new mineralization in the
surrounding area.
Eleven of the 23
holes that were drilled this winter returned radiometric equivalent
grades exceeding 0.05% eU (0.059% eU3O8). Drilling in the
vicinity of 2021 drill hole MCS-34 extended the total strike length
of the new mineralized pod to approximately 120 metres. The
highlight of the 2022 program was MCS-58, which intersected
high-grade unconformity associated mineralization grading 3.01%
eU3O8 over 9.6
metres, located approximately 50 metres along strike to the east of
MCS-34, and offset to the south by approximately 25 metres.
Additional drilling is required to determine how the mineralization
identified in MCS-58 relates to previously known mineralization in
the ‘new’ pod, and in the Mc Clean South 8E
pod.
For more
information regarding the use of radiometric equivalent grades and
sampling procedures at McClean Lake, see Denison’s 2021
Annual Information Form, dated March 25, 2022. Assays for the 2022
McClean Lake exploration drill program are pending.
Midwest
The Midwest
property is operated by Orano Canada and is host to the high-grade
Midwest Main and Midwest A uranium deposits which lie along strike
and within six kilometres of the THT and Huskie deposits on
Denison’s 66.90% owned Waterbury Lake project. The Midwest
and Waterbury deposits are all located in close proximity to
existing uranium mining and milling infrastructure –
including provincial highways, powerlines, and Denison’s
22.5% owned McClean Lake mill.
The 2022 Midwest
exploration program consisted of a two-line Moving Loop Transient
Electromagnetic (‘ML-TEM’) survey, designed to better
define the Midwest conductor north of the Midwest A deposit, where
there is an apparent 500 metre dextral shift of the conductor. The
field component of the program is complete, with a total of 4.0 km
of ML-TEM data collected during the survey. Modelling and
interpretation of the survey results are in progress.
12
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Waterfound
The Waterfound
River project is operated by Orano Canada. Denison has an effective
24.68% ownership interest in the project.
The 2022
exploration program was designed to test for the potential
expansion of previously discovered mineralization in the Alligator
Zone, as well as to test for new mineralization in the surrounding
area along the La Rocque conductive corridor. In March 2022,
Denison reported the discovery of multiple new high-grade
intercepts of unconformity-hosted uranium mineralization in the
final three drill holes completed during the winter 2022
exploration program at Waterfound. The results were highlighted by
drill hole WF-68, which returned a broad zone of uranium
mineralization, including a peak interval of 5.91% eU3O8 over 3.9 metres
(0.05% eU3O8 cut-off) with a
sub-interval grading of 25.30% eU3O8 over 0.7 m,
located approximately 800 metres west, along the La Rocque
Conductive Corridor, of the previously discovered high-grade
mineralization (including 4.49% eU3O8 over 10.53
metres) at the Alligator Zone. The newly identified mineralization
remains open along strike in both directions and additional
drilling to test the extent of mineralization is expected to be
completed during the planned summer exploration drilling
program.
For more
information regarding the use of radiometric equivalent grades and
sampling procedures at Waterfound, see Denison’s press
release dated March 29, 2022. Assay results for the 2022 winter
program are pending.
Wolly
The Wolly project
is operated by Orano Canada. The recently completed 2022 Wolly
exploration drilling program consisted of 2,037 metres of diamond
drilling in nine completed drill holes. Drilling was focused on two
target areas: Geneva and Rainbow North. Elevated radioactivity and
alteration indicative of a potentially mineralizing system were
encountered in both areas. Assay results for the 2022 program are
pending. Denison has elected not to fund the 2022 exploration
program at Wolly and as a result the Company’s ownership
interest will decrease.
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and
administrative expenses were $4,064,000 during the three months
ended March 31, 2022 (March 31, 2021 - $2,625,000). These
costs are mainly comprised of head office salaries and benefits,
office costs in multiple regions, audit and regulatory costs, legal
fees, investor relations expenses, general and administrative
related 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 first
quarter of 2022 was predominantly driven by an increase in employee
costs due to an increase in headcount, an increase in non-cash
share-based compensation expense driven by the impact of the
Company’s increased share price and share price volatility on
the valuation of share-based compensation awarded in late March
2021, as well as an increase in cash bonus expense.
OTHER INCOME AND EXPENSES
During the three
months ended March 31, 2022, the Company recognized net other
income of $52,645,000 (March 31, 2021 – net other expense of
$2,041,000).
The main drivers
of other income/expense are as follows:
Fair value gains or losses on uranium investments
During 2021, the
Company acquired 2,500,000 pounds of U3O8 for an aggregate
purchase price of $91,674,000 (weighted average cost of $36.67
(US$29.66) per pound U3O8 including
purchase commissions of $0.05 (US$0.04) per pound U3O8) to be held as a
long-term investment to strengthen the Company’s balance
sheet and potentially enhance its ability to access 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 holdings are measured at
fair value, with changes in fair value between reporting dates
recorded through profit and loss. During the first quarter of 2022,
the spot price of U3O8 increased from
$53.25 (US$42.00) per pound U3O8 as December 31,
2021, to $72.35 (US$57.90) per pound U3O8, at March 31,
2022, resulting in a fair value of the Company’s uranium
investments of $180,870,000 and mark-to-market gains for the three
months ended March 31, 2022 of $47,756,000 (March 31, 2021 -
$nil).
Fair value gains or losses on portfolio investments
During the three
months ended March 31, 2022, the Company recognized gains on
portfolio investments carried at fair value of $4,275,000 (March
31, 2021 – loss of $91,000). Gains and losses on investments
carried at fair value are determined by reference to the closing
share price of the related investee at the end of the period, or,
as applicable, immediately prior to disposal.
13
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Fair value gains or losses on warrants on investments
In October 2021,
the Company sold (1) 32,500,000 common shares of GoviEx and (2)
32,500,000 GoviEx Warrants (‘GoviEx Warrants’) for
combined gross proceeds of $15,600,000. The gross proceeds were
allocated to the GoviEx shares and GoviEx Warrants based on their
relative fair values at the time of sale, resulting in allocated
proceeds of $12,826,000 for the share sale and $2,774,000 for the
GoviEx Warrants. The original cost of the shares was
$2,698,000.
The GoviEx
Warrants entitle the holder to acquire from Denison one common
share of GoviEx owned by Denison for $0.80 during the 18 month life
of the warrant (until April 2023) and are accounted for as a
derivative liability. At each period end until the GoviEx Warrants
are exercised or expire the warrants are revalued and the
revaluation gains and losses are recorded in other income and
expense.
During the three
months ended March 31, 2022, the Company recorded a fair value loss
on the GoviEx Warrants of $1,138,000 (March 31, 2021 - $nil). The
fair value loss is predominantly driven by an increase in share
price of GoviEx from the prior period end.
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 the 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.
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
months ended March 31, 2022, the Company recorded a fair value loss
of $484,000 on the revaluation of the Denison share purchase
warrants (March 31, 2021 - $1,564,000). The fair value loss in the
quarter was predominantly driven by the increase in Company’s
share price from the prior period end, slightly offset by a
decrease in share price volatility.
Gain on receipt of proceeds from UI
In November 2015,
the Company sold all of its mining assets and operations located in
Mongolia to UI for cash consideration of USD$1,250,000 and the
rights to receive additional contingent consideration of up to
USD$12,000,000.
In September
2016, the Mineral Resources Authority of Mongolia formally issued
mining license certificates for the Mongolian 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. The Company’s
receivable, and the interest thereon, is fully provided
for.
In 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.
In January 2022,
the Company executed a Repayment Agreement pursuant to which the
parties negotiated the repayment of the debt owing from UI to
Denison. Under the terms of the Repayment Agreement, UI has agreed
to make scheduled payments on account of the arbitration award,
plus additional interest and fees, through a series of quarterly
installments and annual milestone payments, until December 31,
2025. The total amount due to Denison under the Repayment
Agreement, including amounts received to date in 2022, is
approximately US$16,000,000, inclusive of additional interest to be
earned over the term of the agreement at a rate of 6.5% per annum..
The Repayment Agreement includes customary covenants and conditions
in favour of Denison, including certain restrictions on UI’s
ability to take on additional debt, in consideration for
Denison’s deferral of enforcement of the arbitration award
while UI is in compliance with its obligations under the Repayment
Agreement.
14
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|
During the three
months ended March 31, 2022, the Company received US$2,100,000 from
UI, of which a portion relates to reimbursement of legal and other
expenses incurred by Denison, resulting in a gain on the
recognition of proceeds of $2,586,000 in the period (March 31, 2021
- $nil).
Foreign exchange losses
During the three
months ended March 31, 2022, the Company recognized a foreign
exchange loss of $200,000 (March 31, 2021 – foreign exchange
income of $441,000). The foreign exchange loss in the three months
ended March 31, 2022 is predominantly due the impact of the
decrease in the US dollar to Canadian dollar exchange rate during
the year on US dollar cash balances.
EQUITY SHARE OF INCOME FROM JOINT VENTURES
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 $1,356,000 (the ‘JCU
Acquisition’).
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, 69.901%), a 33.8123% interest in
the Kiggavik project (Orano Canada, 66.1877%), and a 34.4508%
interest in the Christie Lake Project (UEX, 65.5492%). At March 31,
2022, 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
months ended March 31, 2022, the Company recorded its equity share
of loss from JCU of $492,000 (March 31, 2021 - $nil). The Company
records its share of income or loss from JCU one month in arrears,
based on the most available financial information, adjusted for any
subsequent material transactions that have occurred.
Cash and cash
equivalents were $65,290,000 at March 31, 2022 (December 31, 2021
– $63,998,000).
The increase in
cash and cash equivalents, during the first quarter of 2022, of
$1,292,000 was due to net cash provided by financing activities of
$8,941,000, partially offset by net cash used in operations of
$3,468,000, and net cash used in investing activities of
$3,980,000.
Net cash used in
operating activities of $3,468,000 was predominantly due to net
income for the period, which was more than offset by adjustments
for non-cash items, including fair value adjustments.
Net cash used in
investing activities of $3,980,000 consists primarily of an
increase in restricted cash due to the Company’s funding the
Elliot Lake reclamation trust fund, as well as an increase in
property plant & equipment, mainly due to acquisition of an
office building in Saskatoon.
Net cash provided
by financing activities of $8,941,000 was mainly due to the net
proceeds from the Company’s At-The-Market (‘ATM’)
equity program, as well as stock option exercises. See below for
further details regarding the ATM program.
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 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 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 Shelf Prospectus. The ATM 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 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 purchase commissions of $78,000. The ATM
program was terminated in connection with the March 2021 unit
offering (described below).
15
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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 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.
In September
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. The 2021 Base Shelf Prospectus
relates to the public offering for sale of 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
and pursuant to a prospectus supplement, for an aggregate offering
amount of up to $250,000,000 during the 25 month period beginning
on September 16, 2021.
Also 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
US$50,000,000.
During the three
months ended March 31, 2022, the Company issued 4,149,600 shares
under the 2021 ATM program. The common shares were issued at an
average price of $2.03 per share for aggregate gross proceeds of
$8,412,000. The Company also recognized issue costs of $171,000
related to its ATM share issuances which includes $168,000 of
commissions and $3,000 in other costs. Since launching the 2021
ATM, the Company has issued 7,989,900 shares under the ATM for
aggregate gross proceeds of $16,387,000.
Also during the
first quarter of 2022, the Company received share issue proceeds of
$688,000 related to the issuance of 978,000 shares upon the
exercise of employee stock options.
Use of Proceeds
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. 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 2021, a
portion of the proceeds of this financing was utilized to fund
Denison’s acquisition of 50% of JCU. During the period from
February 2021 to March 31, 2022, the Company’s use of the
remainder of the net proceeds was in line with the uses disclosed
in the February 2021 Prospectus Supplement.
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 in the uranium spot market, with a target of
acquiring approximately 2,500,000 pounds of U3O8, as well as
general, corporate and administrative expenses, including storage
costs for the purchased uranium. During 2021, the Company acquired
2,500,000 pounds of U3O8 with a total cost
of $91,674,000. The remainder of the net proceeds of this financing
will be utilized for general, corporate, and administrative
expenses, in line with the use of proceeds disclosed in the March
2021 Prospectus Supplement.
16
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|
2021 Flow Through Financing
As at March 31,
2022, the Company has spent $4,534,000 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.
2021 ATM Program Financing
As disclosed in
the Company’s prospectus supplement to the 2021 Base Shelf
Prospectus dated September 28, 2021 (‘September 2021
Prospectus Supplement’), the net proceeds raised under the
2021 ATM Program were expected to be utilized to potentially fund
Wheeler River evaluation and detailed project engineering, long
lead project construction items, as well as general, corporate and
administrative expenses, subject to the actual amount raised.
During the period from the closing of the financing in September
2021 to March 31, 2022, the Company’s use of proceeds from
this offering was in line with that disclosed in the September 2021
Prospectus Supplement.
Revolving Term Credit Facility
On January 21,
2022, 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 (‘2022
Credit Facility’). At that time, under the 2022 Credit
Facility, the Company continued to have access to letters of credit
of up to $24,000,000, which was fully utilized for non-financial
letters of credit in support of reclamation obligations. All other
terms of the credit facility (tangible net worth covenant, pledged
cash, investments amount and security for the facility) remained
unchanged by the amendment – including the requirement to
provide $9,000,000 in cash collateral on deposit with BNS to
maintain the 2022 Credit Facility.
In January 2022,
the Canadian Nuclear Safety Commission approved an amendment to the
operating license for the MLJV and MWJV operations, which allows
for the expansion of the McClean Lake TMF, along with the
associated revised PDP and cost estimate. As a result of this
updated plan, the Company’s pro rata share of the financial
assurances required to be provided to the Province of Saskatchewan
has decreased from $24,135,000 to $22,972,000.
As a result of
this decrease in the financial assurances required for the MLJV
reclamation obligation, subsequent to quarter end, the Company
entered into a further amendment with respect to the 2022 Credit
Facility. This amendment reduces the maximum letters of credit
available under the 2022 Credit Facility to $22,972,000, which is
fully utilized for non-financial letters of credit in support of
reclamation obligations. Concurrently, the cash collateral on
deposit with BNS to maintain the 2022 Credit Facility has been
reduced from $9,135,000 to $7,972,000, which resulted in the
release of $1,163,000 in previously restricted cash back to the
Company. All other terms of the credit facility (tangible net worth
covenant, investments amount and security for the facility) remain
unchanged by this further amendment.
TRANSACTIONS WITH RELATED PARTIES
Uranium Participation Corporation
Until July 19,
2021, Denison served as the manager of Uranium Participation
Corporation (‘UPC’), a publicly traded company listed
on the TSX that invested in 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.
In April 2021,
UPC announced that it had entered into an agreement with Sprott to
convert UPC into the Sprott Physical Uranium Trust. This
transaction closed on July 19, 2021, and the MSA between Denison
and UPC was terminated.
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.
As a result of
the termination of the MSA in 2021 Denison received a termination
payment from UPC of $5,848,000.
17
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The following
amounts were earned from UPC for the periods ended:
|
|
|
|
|
|
Three Months Ended
|
|||
|
|
|
|
|
|
|
March 31,
|
|
March 31,
|
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
Revenue
|
|
|
|
|
|
|
|
|
|
Base and variable
fees
|
|
|
|
|
$
|
-
|
$
|
475
|
|
Discretionary
fees
|
|
|
|
|
|
-
|
|
140
|
|
|
|
|
|
|
$
|
-
|
$
|
615
|
KHNP Canada Energy Ltd. (“KHNP Canada”)
Denison and KHNP
Canada (which is an indirect subsidiary of Korea Electric Power
Corporation through KHNP) are parties to the KHNP SRA, which
provides for a long-term collaborative business relationship
between the parties and includes a right of KHNP Canada to nominate
one representative to Denison’s Board of Directors provided
that its shareholding percentage is at least 5%.
KHNP Canada is
also the majority member of 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.
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
|
|||
|
|
|
|
|
|
|
March 31,
|
|
March 31,
|
|
(in
thousands)
|
|
|
|
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
|
|
|
|
$
|
(1,623)
|
$
|
(1,043)
|
|
Share-based
compensation
|
|
|
|
|
|
(823)
|
|
(320)
|
|
|
|
|
|
|
$
|
(2,446)
|
$
|
(1,363)
|
The increase in
salaries and short-term employee benefits awarded to key management
is predominantly driven by an increase in bonus expense as well as
an increase in headcount. The Company recognizes the accounting
value of stock-based compensation over the vesting period. During
the first quarter of 2021, the Company’s increased share
price and share price volatility resulted in an increased
accounting valuation for the awards granted late in the quarter
ended March 31, 2021. The increase in share-based compensation in
the three months ended March 31, 2022 is due to the fact that the
current quarter includes the recognition of a full quarter’s
vesting expense for these awards, while the prior period only
includes a small portion of the vesting expense.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements.
SUBSEQUENT EVENTS
Bank of Nova Scotia Credit Facility Amendment
On April 21,
2022, the Company entered into a further amendment of the 2022
Credit Facility. The amendment was related to the reduction in the
financial assurances required for the McClean Lake and Midwest
Operations as a result of the recently approved PDP for these
projects. Under the amended terms, the maximum letters of credit
available was reduced to $22,972,000.
18
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Concurrently, the
cash collateral on deposit with BNS, required to maintain the 2022
Credit Facility, has been reduced from $9,135,000 to $7,972,000,
resulting in the release of $1,163,000 in previously restricted
cash back to the Company. All other terms of the credit facility
(tangible net worth covenant, investments amount and security for
the facility) remain unchanged by this further
amendment.
OUTSTANDING SHARE DATA
Common Shares
At May 4, 2022,
there were 817,789,143 common shares issued and outstanding and a
total of 890,893,103 common shares on a fully-diluted
basis.
Stock Options and Share Units
At May 4, 2022,
there were 9,730,395 stock options, and 8,367,090 share units
outstanding.
Share Purchase Warrants
At May 4, 2022,
there were 55,006,475 share purchase warrants outstanding,
including 15,791,475 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,
2021 for a detailed discussion of the previously disclosed 2022
budget.
During the first
quarter of 2022, the Company increased its outlook for income from
mineral sales by $731,000 to reflect the expected net proceeds to
be received from the Company’s sale of its share of
production recovered from the 2021 SABRE test mining
program.
In addition,
during the first quarter of 2022 the Company increased its outlook
for evaluation expenses by $3,188,000. The increase reflects the
refinement of plans for the Company’s 2022 Field Program and
plans to purchase certain capital items required for the FFT, which
are expected to have future use to Denison. In addition, estimates
for required field supplies and services cost estimates have been
updated based on quotations received, which reflect current market
rates. The outlook for JCU cash contributions has also been
increased accordingly, to reflect the impact of the increase in
Wheeler River evaluation costs on the Company’s 5% ownership
interest in Wheeler River held through JCU.
19
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
|
(in
thousands)
|
|
2022 BUDGET
|
CURRENT 2022 OUTLOOK
|
Actual to
March 31, 2022(2)
|
|
Mining Segment
|
|
|
|
|
|
Mineral
Sales
|
|
2,044
|
2,775
|
-
|
|
Development &
Operations
|
|
(1,704)
|
(1,704)
|
(383)
|
|
Exploration
|
|
(7,213)
|
(7,213)
|
(2,544)
|
|
Evaluation
|
|
(20,356)
|
(23,544)
|
(4,491)
|
|
JCU Cash
Contributions
|
|
(713)
|
(859)
|
-
|
|
|
|
(27,942)
|
(30,545)
|
(7,418)
|
|
Closed Mines Segment
|
|
|
|
|
|
Closed Mines
Environmental Services
|
|
1,185
|
1,185
|
44
|
|
|
|
1,185
|
1,185
|
44
|
|
Corporate and Other Segment
|
|
|
|
|
|
Corporate
Administration & Other
|
|
(9,477)
|
(9,477)
|
(3,379)
|
|
|
|
(9,477)
|
(9,477)
|
(3,379)
|
|
Total(1)
|
|
$ (36,234)
|
$ (38,837)
|
$ (10,753)
|
Notes:
1.
Only material operations
shown.
2.
The budget is prepared on a
cash basis. As a result,
actual amounts represent a non-GAAP measure. Compared to segment
loss as presented in the Company’s unaudited interim
consolidated financial statements for the three months ended March
31, 2022, actual amounts reported above includes capital additions
of $3,023,000, 2,576,000 in repayments from UI, and excludes
$928,000 net impact of non-cash items and other
adjustments.
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.
20
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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 25, 2022 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 2022 and
beyond, including 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, and statements
regarding anticipated budgets, fees, expenditures and timelines;
expectations regarding Denison’s community engagement
activities and related agreements; 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 projected annual production
volumes; 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 regulatory or public health
restrictions or requirements.
Denison believes
that the expectations reflected in this forward-looking information
are reasonable but no assurance can be given that these
expectations will prove to be accurate and results may differ
materially from those anticipated in this forward-looking
information. For a discussion in respect of risks and other factors
that could influence forward-looking events, please refer to the
factors discussed in Denison’s Annual Information Form dated
March 25, 2022 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 uses
the terms ‘mineral resource’, ‘measured mineral
resource’, ‘indicated mineral resource’ and
‘inferred mineral resource’, which are Canadian mining
terms as defined in and required to be disclosed in accordance with
National Instrument 43-101 – Standards of Disclosure for
Mineral Projects (‘NI 43-101’), which references the
guidelines set out in the Canadian Institute of Mining, Metallurgy
and Petroleum (the ‘CIM’) – CIM Definition
Standards on Mineral Resources and Mineral Reserves (‘CIM
Standards’), adopted by the CIM Council, as amended.
Previously, the CIM Standards differed significantly from standards
in the United States.
21
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
The U.S.
Securities and Exchange Commission (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 Securities Exchange Act of 1934,
as amended (the ‘U.S. Exchange Act’). These amendments
became effective February 25, 2019 (the ‘SEC Modernization
Rules’) with compliance required for the first fiscal year
beginning on or after January 1, 2021. The SEC Modernization Rules
replace the historical disclosure requirements for mining
registrants that were included in Industry Guide 7 under the United
States Security Act of 1933, as amended. As a result of the
adoption of the SEC Modernization Rules, 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 by NI 43-101.
United States
investors are cautioned that while the above terms are
‘substantially similar’ to the corresponding CIM
Definition Standards, there are differences in the definitions
under the SEC Modernization Rules and the CIM Standards.
Accordingly, there is no assurance any mineral reserves or mineral
resources that the Company may report as ‘proven mineral
reserves’, ‘probable mineral reserves’,
‘measured mineral resources’, ‘indicated mineral
resources’ and ‘inferred mineral resources’ under
NI 43-101 would be the same had the Company prepared the reserve or
resource estimates under the standards adopted under the SEC
Modernization Rules.
United States
investors are also cautioned that while the SEC now recognizes
‘indicated mineral resources’ and ‘inferred
mineral resources’, investors should not assume that any part
or all of the mineralization in these categories will ever be
converted into a higher category of mineral resources or into
mineral reserves. Mineralization described using these terms has a
greater amount of uncertainty as to their existence and feasibility
than mineralization that has been characterized as reserves.
Accordingly, investors are cautioned not to assume that any
‘indicated mineral resources’ or ‘inferred
mineral resources’ that the Company reports are or will be
economically or legally mineable. Further, ‘inferred mineral
resources’ have a greater amount of uncertainty as to their
existence and as to whether they can be mined legally or
economically. Therefore, United States investors are also cautioned
not to assume that all or any part of the ‘inferred mineral
resources’ exist. In accordance with Canadian securities
laws, estimates of ‘inferred mineral resources’ cannot
form the basis of feasibility or other economic studies, except in
limited circumstances where permitted under NI 43-101.
Accordingly,
information contained in this MD&A and the documents
incorporated by reference herein containing descriptions of the
Company’s mineral deposits 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.
22
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 March 31, 2022.
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 January 1, 2022
and ended on March 31, 2022 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
May 4, 2022
(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 March 31, 2022.
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 January 1, 2022
and ended on March 31, 2022 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
May 4, 2022
(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 Financial and Operational Results for Q1
2022,
including $47.8 million gain on
Physical Uranium Holdings
Toronto, ON – May 4,
2022. Denison Mines Corp. (‘Denison’ or the
‘Company’) (TSX: DML, NYSE American: DNN) today filed
its Condensed Consolidated Financial Statements and
Management’s Discussion & Analysis
(‘MD&A’) for the quarter ended March 31, 2022. 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. The Company’s
results reflect earnings attributable to Denison shareholders of
$0.05 per share for the quarter ended March 31, 2022 –
including mark-to-market gains of $47.8 million on the
Company’s investment in 2.5 million pounds
U3O8
of physical uranium holdings. All
amounts in this release are in Canadian dollars unless otherwise
stated.
David Cates, President and CEO of Denison
commented, "Our results from the first
quarter of 2022 reflect further improvements in the uranium market,
as well as an active start to the year for the Company’s
Wheeler River and McClean Lake projects.
The spot price of U3O8
increased by nearly 40% during the
first quarter, reflecting the relative scarcity of discretionary
uranium holdings available to the spot market amidst an environment
of significant geopolitical uncertainty, which drove a substantial
increase in the value of Denison’s physical uranium holdings
and the Company’s earnings per share of $0.05. Denison
remains committed to holding its physical uranium position for the
long-term as both a means to enhance our shareholders’
exposure to the uranium market and a tool for the future financing
of the development of the Wheeler River project. At the end of the
first quarter, Denison’s physical uranium holdings had a
market value of approximately $181 million, representing ~60% of
Denison’s share of the initial capital costs estimated for
the Wheeler River project in the Pre-Feasibility
Study.
At Wheeler River, we have commenced and made significant progress
towards the execution of the first of two planned evaluation field
programs in 2022. Our first field program for the year, involves
additional ISR testing and includes the installation of multiple
small diameter three-spot test patterns designed to facilitate the
collection of information from additional areas of the Phoenix
deposit and support the finalization of our plans for the second
field program planned for the year – the Feasibility Field
Test (‘FFT’). The FFT is scheduled for completion by
the end of the fourth quarter of 2022 and is intended to support
the Feasibility Study for the project by providing further
verification of the permeability, leachability and containment
parameters needed for the successful application of the ISR mining
method at Phoenix.
At our 22.5% owned McClean Lake project, which is a joint venture
with French nuclear giant Orano, we achieved a significant
milestone with receipt of regulatory approval for the expansion of
the McClean Lake Tailings Management Facility (‘TMF’).
With the TMF expansion approved, the McClean Lake mill is well
positioned to remain a strategically significant asset in the
Athabasca Basin for many years to come.
Overall, it has been a busy quarter for the Denison team, as we
advance several key projects related to Wheeler River and our
portfolio of development and exploration projects, during a very
dynamic time for the uranium industry. This work is part of an
ambitious plan for 2022, which is expected to involve several
potential catalysts and the completion of various key milestones
through the end of 2022 and into 2023.”
Highlights
■
Commenced the 2022 In Situ Recovery (‘ISR’) field
program at the Phoenix uranium deposit
(‘Phoenix’)
The
Company’s ambitious 2022 evaluation plan for the Wheeler
River Project (‘Wheeler River’ or the
‘Project’) is designed to further de-risk the technical
elements of the Phoenix ISR project ahead of the completion of the
Feasibility Study (‘FS’) initiated for the project in
late 2021. Key to the 2022 plan is the completion of additional
field programs (‘2022 Field Program’), including the
installation of additional PQ test wells in multiple three-spot
test patterns to be used to assess the ISR mining conditions in
additional areas of the Phoenix deposit, as well as the completion
of a FFT. Efforts in support of the 2022 Field Program commenced in
the first quarter, including initial mobilization of necessary
equipment to the Wheeler River site, the collaring of the PQ wells,
and the drilling of six of the nine planned PQ wells.
■
Obtained regulatory approval for the expansion of the McClean Lake
Tailings Management Facility
In January
2022, the Canadian Nuclear Safety Commission (‘CNSC’)
approved an amendment to the operating license for the McClean Lake
Joint Venture (‘MLJV’) and Midwest Joint Venture
(‘MWJV’) operations, which allows for the expansion of
the McClean Lake TMF, along with the associated revised Preliminary
Decommissioning Plan (‘PDP’) and cost estimate. The
McClean Lake mill is a strategically significant asset in the
Athabasca Basin region and the approval of the TMF expansion
ensures the facility will be well positioned to serve as a regional
milling centre for current and future uranium mining projects in
the eastern portion of the Athabasca Basin for many years to
come.
As a result
of the updated PDP, the Company’s pro rata share of the
financial assurances required to be provided to the Province of
Saskatchewan has decreased from $24,135,000 to $22,972,000.
Accordingly, subsequent to quarter end, the pledged amount of cash
required under the 2022 Facility has been decreased to $7,972,000,
and the Company’s additional cash collateral of $135,000 has
been released – resulting in the return of $1,163,000 in
previously restricted cash to the Company. Additionally, the
Company’s reclamation obligation has been updated to reflect
the PDP, as well as other relevant estimates, resulting in a
decrease in the obligation of $3,303,000.
■
Discovered high-grade uranium mineralization at 24.68% owned
Waterfound River Joint Venture
(‘Waterfound’)
In March 2022, multiple new high-grade intercepts
of unconformity-hosted uranium mineralization were discovered in
the final three drill holes completed during the winter 2022
exploration program at Waterfound. The results were highlighted by
drill hole WF-68, which returned a broad zone of uranium
mineralization, including a peak interval of 5.91%
eU3O8
over 3.9 metres (0.05%
eU3O8
cut-off) with a sub-interval grading
25.30% eU3O8
over 0.7 m, located approximately 800
metres west, along the La Rocque Conductive Corridor, of the
previously discovered high-grade mineralization (including 4.49%
U3O8
over 10.53 metres) at the Alligator
Zone. The newly identified mineralization remains open along strike
in both directions and additional drilling to test the extent of
mineralization is expected to be completed during the planned
summer exploration drilling program.
■
Received US$2.1 million from Uranium Industry a.s
(“UI”) pursuant to new Repayment Agreement
During the
first quarter of 2022, the Company received US$2.1 million from UI
pursuant to the terms of a Repayment Agreement that was executed in
January 2022. Under the Repayment Agreement, UI has agreed to make
scheduled payments on account of an arbitration award in favour of
Denison (with respect to the arbitration proceedings between the
Company and UI related to the 2015 sale by Denison to UI of its
mining assets and operations located in Mongolia), plus additional
interest and fees. The total amount due to Denison under the
Repayment Agreement, including amounts already received in 2022, is
approximately US$16 million, which is payable over a series of
quarterly installments and annual milestone payments ending on
December 31, 2025.
■
Welcomed new additions to the Board of Directors and the Management
Team
In January 2022,
Ms. Laurie Sterritt was appointed to Denison’s Board of
Directors and Mr. Kevin Himbeault was appointed to the position of
Vice President of Plant Operations & Regulatory Affairs. Ms.
Sterritt has over 25 years of experience in the fields of
Indigenous, government, and community relations, is a member of the
Kispiox Band of the Gitxsan Nation, and is a Partner at Leaders
International, an executive search firm in Canada. Mr. Himbeault
has over 25 years of diverse involvement in the mining industry,
including an 18-year career with Cameco Corporation
(‘Cameco’) where he most recently held the position of
Operations Manager for the Key Lake mill. Mr. Himbeault will be
tasked with oversight of all matters related to process plant
operations and regulatory affairs for Denison.
Additionally, in
February 2022, Mr. Yun Chang Jeong joined the Board of Directors as
a nominee of Korea Hydro Nuclear Power (‘KHNP’)
pursuant to the KHNP Strategic Relationship Agreement (‘KHNP
SRA’). Mr. Jeong currently serves as the General Manager of
the Nuclear Fuel Supply Section of KHNP and fills the vacancy on
Denison’s Board created by the resignation of KHNP’s
previous nominee, Mr. Jun Gon Kim.
About Denison
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. Denison's interests in
Saskatchewan also include a 22.5% ownership interest in the McClean
Lake Joint Venture, which includes several uranium deposits and the
McClean Lake uranium mill that 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. Each of Midwest Main, Midwest A, THT and
Huskie are located within 20 kilometres of the McClean Lake
mill.
Through its
50% ownership of JCU (Canada) Exploration Company, Limited
(‘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 297,000 hectares in the Athabasca Basin
region.
Denison is also
engaged in post-closure mine care and maintenance services through
its Closed Mines group, which manages Denison’s Elliot Lake
reclamation mine sites in the Elliot Lake region and provides
related services to certain third-party projects.
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
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David Cates
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(416) 979-1991 ext.
362
|
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President and Chief Executive
Officer
|
|
|
|
|
|
Mac
McDonald
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(416) 979-1991 ext.
242
|
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Exec. Vice President &
Chief Financial Officer
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Follow Denison on
Twitter
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@DenisonMinesCo
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain
information contained in this press release constitutes
‘forward-looking information’, within the meaning of
the applicable United States and Canadian legislation concerning
the business, operations and financial performance and condition of
Denison.
Generally, these
forward-looking statements can be identified by the use of
forward-looking terminology such as ‘plans’,
‘expects’, ‘budget’,
‘scheduled’, ‘estimates’,
‘forecasts’, ‘intends’,
‘anticipates’, or ‘believes’, or the
negatives and/or variations of such words and phrases, or state
that certain actions, events or results ‘may’,
‘could’, ‘would’, ‘might’ or
‘will be taken’, ‘occur’, ‘be
achieved’ or ‘has the potential to’.
In particular,
this press release contains forward-looking information pertaining
to the following: projections with respect to exploration,
development and expansion plans and objectives, including the plans
and objectives for Wheeler River and the related evaluation field
program; the interpretation of the results of its exploration
drilling programs; plans and objectives for the feasibility study;
its investments in uranium; the estimates of Denison's mineral
reserves and mineral resources; 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
its evaluation activities and/or the FS 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 25, 2022 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.

