Denison Mines Corp 6-K, filed May 11, 2023
Denison Mines Corp. (DNN)
6-K
2023-05-11
For: 2023-05-10
View Original
Added on
April 07, 2026
About this 6-K
Denison Mines Corp filed this 6-K on May 11, 2023.
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 11, 2023
Commission File Number: 001-33414
Denison Mines Corp.
(Name of
registrant)
1100-40 University Avenue
Toronto Ontario
M5J 1T1 Canada
(Address of
principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form
40-F.
Form
20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
INCORPORATION BY
REFERENCE
Exhibits 99.1 and
99.2 to this Form 6-K of Denison Mines Corp. are hereby
incorporated by reference to its Registration Statement on Form
F-10 (File No. 333-258939), as amended or
supplemented.
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 11,
2023
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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
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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
2023
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At December
31
2022
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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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57,462
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$
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50,915
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Trade and other
receivables (note 5)
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4,183
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4,143
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Inventories (note
6)
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2,768
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2,713
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Investments-equity
instruments (note 7)
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9,192
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8,022
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Prepaid expenses
and other
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1,687
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1,367
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75,292
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67,160
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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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83
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87
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Investments-uranium
(note 7)
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171,362
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162,536
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Investments-joint
venture (note 8)
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18,411
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19,305
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Restricted cash
and investments (note 9)
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11,789
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11,105
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Property, plant
and equipment (note 10)
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253,208
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253,505
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Total
assets
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$
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532,243
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$
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515,796
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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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10,703
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$
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10,299
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Current portion
of long-term liabilities:
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Deferred revenue
(note 12)
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4,536
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4,915
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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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2,681
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2,865
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Other liabilities
(note 16)
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223
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216
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18,263
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18,415
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Non-Current
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Deferred revenue
(note 12)
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30,962
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28,380
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Post-employment
benefits (note 13)
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1,054
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1,081
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Reclamation
obligations (note 14)
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26,871
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26,594
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Other liabilities
(note 16)
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339
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360
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Deferred income
tax liability
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4,453
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4,950
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Total
liabilities
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81,942
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79,780
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EQUITY
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Share capital
(note 17)
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1,554,991
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1,539,209
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Contributed
surplus (note 18)
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71,180
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70,281
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Deficit
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(1,177,656)
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(1,175,256)
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Accumulated other
comprehensive income (note 19)
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1,786
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1,782
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Total
equity
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450,301
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436,016
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Total
liabilities and equity
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$
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532,243
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$
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515,796
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Issued and
outstanding common shares (note 17)
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835,381,534
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826,325,592
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Commitments
and contingencies (note 24)
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The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
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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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2023
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2022
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REVENUES (note 21)
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$
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1,084
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$
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4,125
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EXPENSES
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Operating
expenses (note 20 and 21)
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(2,560)
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(2,398)
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Exploration (note
21)
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(3,947)
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(2,566)
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Evaluation (note
21)
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(2,722)
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(4,465)
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General and
administrative (note 21)
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(3,254)
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(4,064)
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Other income
(note 20)
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10,246
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52,645
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(2,237)
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39,152
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Income
(loss) before net finance expense, equity accounting
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(1,153)
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43,277
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Finance expense,
net (note 20)
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(850)
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(698)
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Equity share of
loss of joint venture (note 8)
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(894)
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(492)
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Income (loss)
before taxes
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(2,897)
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42,087
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Income tax
recovery:
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Deferred
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497
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536
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Net income (loss)
for the period
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$
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(2,400)
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$
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42,623
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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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4
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3
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Comprehensive
income (loss) for the period
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$
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(2,396)
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$
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42,626
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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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0.00
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$
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0.05
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Diluted
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$
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0.00
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$
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0.05
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Weighted-average
number of shares outstanding (in thousands):
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Basic
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832,826
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814,788
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Diluted
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832,826
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825,148
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The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY
(Unaudited -
Expressed in thousands of CAD dollars)
|
||||||||
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Three
Month Ended
March
31
|
||||
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2023
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2022
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Share capital (note 17)
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Balance-beginning
of period
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$
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1,539,209
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$
|
1,517,029
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Shares issued for
cash, net of issue costs
|
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15,298
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8,241
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Other shares
issued, net of issue costs
|
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-
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|
39
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Share options
exercised-cash
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339
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688
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Share options
exercised-transfer from contributed surplus
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129
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254
|
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Share units
exercised-transfer from contributed surplus
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16
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143
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Balance-end of
period
|
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1,554,991
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1,526,394
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Contributed surplus
|
|
|
|
|
|
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Balance-beginning
of period
|
|
|
|
|
|
70,281
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|
67,496
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Share-based
compensation expense (note 18)
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1,044
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930
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Share options
exercised-transfer to share capital
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(129)
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(254)
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Share units
exercised-transfer to share capital
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(16)
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(143)
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Balance-end of
period
|
|
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71,180
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68,029
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Deficit
|
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Balance-beginning
of period
|
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(1,175,256)
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(1,189,610)
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Net income
(loss)
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(2,400)
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42,623
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Balance-end of
period
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(1,177,656)
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(1,146,987)
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Accumulated
other comprehensive income (note 19)
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Balance-beginning
of period
|
|
|
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|
|
1,782
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|
1,776
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Foreign currency
translation
|
|
|
|
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|
4
|
|
3
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Balance-end of
period
|
|
|
|
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|
1,786
|
|
1,779
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Total Equity
|
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|
|
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|
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Balance-beginning
of period
|
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$
|
436,016
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$
|
396,691
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Balance-end of
period
|
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$
|
450,301
|
$
|
449,215
|
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The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
|
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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited -
Expressed in thousands of CAD dollars)
|
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Three
Month Ended
March
31
|
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2023
|
|
2022
|
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CASH PROVIDED BY (USED IN):
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OPERATING ACTIVITIES
|
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Net income (loss)
for the period
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$
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(2,400)
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$
|
42,623
|
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Adjustments and
items not affecting cash and cash equivalents:
|
|
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|
|
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|
||
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Depletion,
depreciation, amortization and accretion
|
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|
2,689
|
|
1,674
|
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Fair value change
losses (gains):
|
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|
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Investments-equity
instruments (notes 7 and 20)
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|
(1,166)
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|
(4,275)
|
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Investments-uranium
(notes 7 and 20)
|
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|
(8,826)
|
|
(47,756)
|
||
|
Warrants
on investment (notes 7 and 20)
|
|
|
|
-
|
|
1,138
|
||
|
Share
purchase warrants liabilities (note 20)
|
|
|
|
-
|
|
484
|
||
|
Joint
venture-equity share of loss (note 8)
|
|
|
|
894
|
|
492
|
||
|
Reversal
(recognition) of deferred revenue (note 12)
|
|
|
|
982
|
|
(2,471)
|
||
|
Post-employment
benefit payments (note 13)
|
|
|
|
(32)
|
|
(48)
|
||
|
Reclamation
obligation expenditures (note 14)
|
|
|
|
(327)
|
|
(264)
|
||
|
Share-based
compensation (note 18)
|
|
|
|
1,044
|
|
930
|
||
|
Foreign exchange
loss (gain) (note 20)
|
|
|
|
(163)
|
|
200
|
||
|
Deferred income
tax recovery
|
|
|
|
(497)
|
|
(536)
|
||
|
Change in
non-cash operating working capital items (note 20)
|
|
|
|
(13)
|
|
4,341
|
||
|
Net
cash used in operating activities
|
|
|
|
(7,815)
|
|
(3,468)
|
||
|
|
|
|
|
|
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|
||
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
|
Increase in
restricted cash and investments (note 9)
|
|
|
|
(684)
|
|
(985)
|
||
|
Additions of
property, plant and equipment (note 10)
|
|
|
|
(702)
|
|
(2,995)
|
||
|
Net
cash used in investing activities
|
|
|
|
(1,386)
|
|
(3,980)
|
||
|
|
|
|
|
|
|
|
||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
|
Issuance of debt
obligations (note 16)
|
|
|
|
-
|
|
72
|
||
|
Repayment
of debt obligations (note 16)
|
|
|
|
(54)
|
|
(60)
|
||
|
Proceeds
from share issues, net of issue costs (note 17)
|
|
|
|
15,298
|
|
8,241
|
||
|
Proceeds
from share options exercised (note 17)
|
|
|
|
339
|
|
688
|
||
|
Net
cash provided by financing activities
|
|
|
|
15,583
|
|
8,941
|
||
|
|
|
|
|
|
|
|
||
|
Increase
in cash and cash equivalents
|
|
|
|
6,382
|
|
1,493
|
||
|
Foreign
exchange effect on cash and cash equivalents
|
|
|
|
165
|
|
(201)
|
||
|
Cash
and cash equivalents, beginning of period
|
|
|
|
50,915
|
|
63,998
|
||
|
Cash
and cash equivalents, end of period
|
|
|
$
|
57,462
|
$
|
65,290
|
||
|
|
||||||||
|
|
||||||||
|
The accompanying
notes are an integral part of the condensed interim consolidated
financial statements
|
||||||||
|
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2023
|
|
|
(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 67.41% interest in the Waterbury Lake
Uranium Limited Partnership (“WLULP”), a 22.5% interest
in the McClean Lake Joint Venture (“MLJV”) (which
includes the McClean Lake mill) and a 25.17% interest in the
Midwest Joint Venture (“MWJV”), each of which are
located in the eastern portion of the Athabasca Basin region in
northern Saskatchewan, Canada. The McClean Lake mill is contracted
to provide toll milling services to the Cigar Lake Joint Venture
(“CLJV”) under the terms of a toll milling agreement
between the parties (see note 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
33.8118%) and the Christie Lake project (JCU 34.4508%). See note 8
for details.
Denison is also
engaged in post-closure mine care and maintenance services through
its Closed Mines group, which manages Denison’s Elliot Lake
reclamation projects and provides related services to certain
third-party projects.
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, 2022. The
Company’s presentation currency is Canadian dollars
(“CAD”).
These financial
statements were approved by the board of directors for issue on May
10, 2023.
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, 2022.
The Company has
considered the amendments to IAS 1: Presentation of Financial
Statements, IAS 8: Accounting Policies, Changes in Account
Estimates and Errors, IAS 12: Income Taxes and IFRS 17: Reporting
Standard for Insurance Contracts, which are effective for annual
periods beginning on or after January 1, 2023 and has concluded
that these amendments have no impact on the Company’s
condensed 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)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
$
|
2,680
|
$
|
1,801
|
|
Cash in MLJV and
MWJV
|
|
|
|
1,299
|
|
1,263
|
|
Cash
equivalents
|
|
|
|
53,483
|
|
47,851
|
|
|
|
|
$
|
57,462
|
$
|
50,915
|
5.
TRADE AND
OTHER RECEIVABLES
The trade and
other receivables balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
$
|
3,286
|
$
|
3,184
|
|
Receivables in
MLJV and MWJV
|
|
|
|
644
|
|
508
|
|
Sales tax
receivables
|
|
|
|
238
|
|
428
|
|
Sundry
receivables
|
|
|
|
15
|
|
23
|
|
|
|
|
$
|
4,183
|
$
|
4,143
|
6.
INVENTORIES
The inventories
balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Inventory of ore
in stockpiles
|
|
|
$
|
2,098
|
$
|
2,098
|
|
Mine and mill
supplies in MLJV
|
|
|
|
2,768
|
|
2,713
|
|
|
|
|
$
|
4,866
|
$
|
4,811
|
|
|
|
|
|
|
|
|
|
Inventories-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
2,768
|
$
|
2,713
|
|
Long term-ore in
stockpiles
|
|
|
|
2,098
|
|
2,098
|
|
|
|
|
$
|
4,866
|
$
|
4,811
|
7.
INVESTMENTS
The investments
balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Equity
instruments
|
|
|
|
|
|
|
|
Shares
|
|
|
$
|
9,192
|
$
|
8,022
|
|
Warrants
|
|
|
|
83
|
|
87
|
|
Uranium
|
|
|
|
171,362
|
|
162,536
|
|
|
|
|
$
|
180,637
|
$
|
170,645
|
|
|
|
|
|
|
|
|
|
Investments-by
balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
9,192
|
$
|
8,022
|
|
Long-term
|
|
|
|
171,445
|
|
162,623
|
|
|
|
|
$
|
180,637
|
$
|
170,645
|
The investments
continuity summary is as follows:
|
(in
thousands)
|
|
Equity
Instruments
|
|
Physical
Uranium
|
|
Total
Investments
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2022
|
$
|
8,109
|
$
|
162,536
|
$
|
170,645 |
|
Change in fair
value gain to profit (note 20)
|
|
1,166
|
|
8,826
|
|
9,992
|
|
Balance-March 31,
2023
|
$
|
9,275
|
$
|
171,362
|
$
|
180,637
|
At March 31,
2023, the Company holds equity instruments consisting of shares and
warrants in publicly traded companies and no debt instruments.
Non-current equity instruments consist of warrants in publicly
traded companies exercisable for a period more than one year after
the balance sheet date.
Investment
in uranium
At March 31,
2023, the Company holds a total of 2,500,000 pounds of physical
uranium as uranium oxide concentrates (“U3O8“) at a cost
of $91,674,000 (U.S. dollars (“USD”) $74,140,000),
including purchase commissions. The uranium is being held as a
long-term investment.
Sale of
investment and issuance of warrants on investment
During the year
ended December 31, 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,
resulting in net proceeds from the disposal of GoviEx common shares
of $12,826,000 and proceeds from the issuance of the GoviEx
Warrants of $2,774,000. The GoviEx shares sold had an initial cost
of $2,698,000. The GoviEx Warrants entitle the holder to acquire
one additional common share of GoviEx owned by the Company at an
exercise price of $0.80, for 18 months after issuance. The GoviEx
Warrants expired unexercised in April 2023.
At March 31,
2023, the fair value of the GoviEx Warrants was estimated to be
$nil based on the following assumptions in the Black-Scholes option
pricing model – expected volatility of 96%, risk-free
interest rate of 3.78%, dividend yield of 0% and an expected term
of 1 month.
|
|
Number
of
|
|
Warrant
|
|
(in thousands
except warrant amounts)
|
Warrants
|
|
Liability
|
|
|
|
|
|
|
Balance-December
31, 2022
|
32,500,000
|
$
|
-
|
|
Change in fair
value to profit and (loss) (note 20)
|
-
|
|
-
|
|
Balance-March 31,
2023
|
32,500,000
|
$
|
-
|
8.
INVESTMENT
IN JOINT VENTURE
The investment in
joint venture balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Investment in
joint venture:
|
|
|
|
|
|
|
|
JCU
|
|
|
$
|
18,411
|
$
|
19,305
|
|
|
|
|
$
|
18,411
|
$
|
19,305
|
A summary of the
investment in JCU is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2022
|
|
|
|
|
$
|
19,305
|
|
Investment at
cost:
|
|
|
|
|
|
|
|
Equity
share of loss
|
|
|
|
|
|
(894)
|
|
Balance-March 31,
2023
|
|
|
|
|
$
|
18,411
|
JCU is a private
company that holds a portfolio of twelve uranium project joint
venture interests in Canada, including a 10% interest in the WRJV,
a 30.099% interest in the Millennium project (Cameco Corporation
69.901%), a 33.8118% interest in the Kiggavik project (Orano Canada
Inc. 66.1882%), and a 34.4508% interest in the Christie Lake
project (UEC 65.5492%).
The following
tables summarize the consolidated financial information of JCU on a
100% basis, taking into account adjustments made by Denison for
equity accounting purposes (including fair value adjustments and
differences in accounting policies). Denison records its equity
share of earnings (loss) in JCU one month in arrears (due to the
information not yet being available), adjusted for any known
material transactions that have occurred up to the period end date
on which Denison is reporting.
|
|
|
|
|
At March
31
|
|
At December
31
|
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets(1)
|
|
|
$
|
577
|
$
|
2,273
|
|
|
Total non-current
assets
|
|
|
|
38,466
|
|
38,371
|
|
|
Total current
liabilities
|
|
|
|
(2,132)
|
|
(1,949)
|
|
|
Total non-current
liabilities
|
|
|
|
(90)
|
|
(86)
|
|
|
Total net
assets
|
|
|
$
|
36,821
|
$
|
38,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
|
|
February
28
2023(2)
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
$
|
-
|
|
|
Net
loss
|
|
|
|
|
|
(1,788)
|
|
|
Other
comprehensive income (loss)
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
JCU net assets to Denison investment carrying value:
|
|
|
|||||
|
Adjusted net assets of
JCU–at December 31, 2022
|
|
|
$
|
38,609
|
|||
|
Net
loss
|
|
|
|
|
|
(1,788)
|
|
|
Net assets of
JCU-at March 31, 2023
|
|
|
|
|
$
|
36,821
|
|
|
Denison ownership
interest
|
|
|
|
|
|
50.00%
|
|
|
Investment in
JCU
|
|
|
|
|
$
|
18,411
|
|
(1)
Included in current assets
are $577,000 in cash and cash equivalents.
(2)
Represents JCU net loss for
the three months ended February 28, 2023 (recorded one month in
arrears), adjusted for differences in fair value allocations and
accounting policies.
9.
RESTRICTED
CASH AND INVESTMENTS
The Company has
certain restricted cash and investments deposited to collateralize
a portion of its reclamation obligations. The restricted cash and
investments balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
$
|
3,817
|
$
|
3,133
|
|
Investments
|
|
|
|
7,972
|
|
7,972
|
|
|
|
|
$
|
11,789
|
$
|
11,105
|
|
|
|
|
|
|
|
|
|
Restricted cash
and investments-by item:
|
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
|
|
|
$
|
3,817
|
$
|
3,133
|
|
Letters of credit
facility pledged assets
|
|
|
|
7,972
|
|
7,972
|
|
|
|
|
$
|
11,789
|
$
|
11,105
|
At March 31, 2023
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, 2023 the Company deposited an additional
$864,000 into the Elliot Lake reclamation trust fund and withdrew
$212,000.
Letters of
credit facility pledged assets
At March 31,
2023, the Company has $7,972,000 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).
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, 2022
|
$
|
108,068
|
$
|
763
|
$
|
180,219
|
$
|
289,050
|
|
Additions (note
21)
|
|
321
|
|
34
|
|
381
|
|
736
|
|
Disposals
|
|
(157)
|
|
(28)
|
|
-
|
|
(185)
|
|
Balance-March 31,
2023
|
$
|
108,232
|
$
|
769
|
$
|
180,600
|
$
|
289,601
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization, depreciation:
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2022
|
$
|
(35,150)
|
$
|
(395)
|
$
|
-
|
$
|
(35,545)
|
|
Amortization
|
|
(47)
|
|
-
|
|
-
|
|
(47)
|
|
Depreciation
(note 20)
|
|
(950)
|
|
(35)
|
|
-
|
|
(985)
|
|
Disposals
|
|
157
|
|
27
|
|
-
|
|
184
|
|
Balance-March 31,
2023
|
$
|
(35,990)
|
$
|
(403)
|
$
|
-
|
$
|
(36,393)
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
value:
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2022
|
$
|
72,918
|
$
|
368
|
$
|
180,219
|
$
|
253,505
|
|
Balance-March 31,
2023
|
$
|
72,242
|
$
|
366
|
$
|
180,600
|
$
|
253,208
|
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
$55,208,000, or 76.4%, of the March 31, 2023 total carrying value
amount of owned Plant and Equipment assets.
The additions to
PP&E during the three months ended March 31, 2023 primarily
relate to interest in mineral properties acquired in the period and
renovations of an office building in 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 ROU carrying value amount.
These assets consist of building, vehicle and office equipment
leases. The majority of the asset value is attributable to the
building lease assets for the Company’s office in Toronto and
warehousing space in Saskatoon.
Mineral
Properties
As at March 31,
2023, the Company has various interests in development, evaluation
and exploration projects located in Saskatchewan, Canada, which are
either held directly, or through contractual arrangements. The
properties with significant carrying values are Wheeler River,
Waterbury Lake, Midwest, Mann Lake, Wolly, Johnston Lake and
McClean Lake, which together represent $163,119,000, or 90.3%, of
the total mineral property carrying value as at March 31,
2023.
11. ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
The accounts
payable and accrued liabilities balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Trade
payables
|
|
|
$
|
4,059
|
$
|
5,434
|
|
|
Payables in MLJV
and MWJV
|
|
|
|
4,793
|
|
4,036
|
|
|
Other
payables
|
|
|
|
1,851
|
|
829
|
|
|
|
|
|
$
|
10,703
|
$
|
10,299
|
|
12. DEFERRED
REVENUE
The deferred
revenue balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Deferred
revenue-pre-sold toll milling:
|
|
|
|
|
|
|
|
CLJV Toll
Milling-Ecora
|
|
|
$
|
35,498
|
$
|
33,295
|
|
|
|
|
$
|
35,498
|
$
|
33,295
|
|
Deferred
revenue-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
4,536
|
$
|
4,915
|
|
Non-current
|
|
|
|
30,962
|
|
28,380
|
|
|
|
|
$
|
35,498
|
$
|
33,295
|
The deferred
revenue liability continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
|
Deferred
Revenue
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2022
|
|
|
|
|
$
|
33,295
|
|
|
Revenue reversed
during the period (note 21)
|
|
|
|
|
|
982
|
|
|
Accretion (note
20)
|
|
|
|
|
|
1,221
|
|
|
Balance-March 31,
2023
|
|
|
|
|
$
|
35,498
|
|
Arrangement
with Ecora Resources PLC (“Ecora”) formerly named Anglo
Pacific Group PLC (“APG”)
In February 2017,
Denison closed an arrangement with Ecora, formerly 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 Ecora
Arrangement represents a contractual obligation of Denison to pay
onward to Ecora any cash proceeds of future toll milling revenue
earned by the Company related to the processing of the specified
Cigar Lake ore through the McClean Lake mill. The deferred revenue
balance represents a non-cash liability, which is adjusted as any
toll milling revenue received by Denison is passed through to
Ecora, or any changes in Cigar Lake Phase 1 and Phase 2 tolling
milling production estimates are recognized.
In the three
months ended March 31, 2023, the Company recognized negative toll
milling revenue of $982,000. In the current period,
production-based revenue of $964,000 was recognized based on toll
milling production of 3,826,000 pounds U3O8 (100% basis).
This production-based revenue was more than offset by a $1,946,000
true-up adjustment to decrease the revenue recognized in prior
periods as a result of changes in the estimates used to determine
the toll milling drawdown rate. 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
increased from previous planned amounts of 15 million pounds of
U3O8 per year to 18
million pounds of U3O8 per year in 2023
and 2024. Under IFRS 15, Revenue from Contracts with Customers, the
change in the estimated timing of the toll milling of the CLJV ore
resulted in a decrease to the implied financing component of the
toll milling transaction, decreasing 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 Ecora arrangement, resulting in the
current period negative true-up.
Accordingly, for
the comparative three months ended March 31, 2022, the Company
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 100% basis). The
drawdown in 2022 included 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.
During the three
months ended March 31, 2023, the Company recognized accretion
expense of $1,221,000, including a true-up adjustment of $483,000
due to the change in the estimated timing of milling of the Cigar
Lake ore (March 31, 2022 $422,000 including a negative $297,000
true up adjustment).
The current
portion of the deferred revenue liability reflects Denison’s
estimate of Cigar Lake toll milling over the next 12 months. This
assumption is based on current mill packaged production
expectations and is reassessed on a quarterly basis.
13. POST-EMPLOYMENT
BENEFITS
The
post-employment benefits balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Accrued benefit
obligation
|
|
|
$
|
1,174
|
$
|
1,201
|
|
|
|
|
$
|
1,174
|
$
|
1,201
|
|
|
|
|
|
|
|
|
|
Post-employment
benefits-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
120
|
$
|
120
|
|
Non-current
|
|
|
|
1,054
|
|
1,081
|
|
|
|
|
$
|
1,174
|
$
|
1,201
|
The
post-employment benefits continuity summary is as
follows:
|
(in
thousands)
|
|
|
|
|
|
Post-Employment
Benefits
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2022
|
|
|
|
|
$
|
1,201
|
|
Accretion (note
20)
|
|
|
|
|
|
5
|
|
Benefits
paid
|
|
|
|
|
|
(32)
|
|
Balance-March 31,
2023
|
|
|
|
|
$
|
1,174
|
14. RECLAMATION
OBLIGATIONS
The reclamation
obligations balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by item:
|
|
|
|
|
|
|
|
Elliot
Lake
|
|
|
$
|
16,632
|
$
|
16,634
|
|
MLJV and
MWJV
|
|
|
|
10,210
|
|
10,069
|
|
Wheeler River and
other
|
|
|
|
2,710
|
|
2,756
|
|
|
|
|
$
|
29,552
|
$
|
29,459
|
|
|
|
|
|
|
|
|
|
Reclamation
obligations-by balance sheet presentation:
|
|
|
|
|
||
|
Current
|
|
|
$
|
2,681
|
$
|
2,865
|
|
Non-current
|
|
|
|
26,871
|
|
26,594
|
|
|
|
|
$
|
29,552
|
$
|
29,459
|
The reclamation
obligations continuity summary is as follows:
|
(in
thousands)
|
|
|
|
|
|
Reclamation
Obligations
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2022
|
|
|
|
|
$
|
29,459
|
|
Accretion (note
20)
|
|
|
|
|
|
420
|
|
Expenditures
incurred
|
|
|
|
|
|
(327)
|
|
Balance-March 31,
2023
|
|
|
|
|
$
|
29,552
|
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 by the
Elliot Lake Reclamation Trust fund (see note 9).
Site
Restoration: McClean Lake Joint Venture and Midwest Joint
Venture
Under the
Saskatchewan Mineral Industry Environmental Protection Regulations
(1996), the Company is required to provide its pro-rata share of
financial assurances to the province of Saskatchewan relating to
future decommissioning and reclamation plans that have been filed
and approved by the applicable regulatory authorities. Accordingly
as at March 31, 2023, the Company has provided irrevocable standby
letters of credit, from a chartered bank, in favour of the
Saskatchewan Ministry of Environment, totalling $22,972,000, which
relate to the most recently filed reclamation plan dated November
2021.
Site
Restoration: Wheeler River and other
The
Company’s exploration and evaluation activities, including
those related to Wheeler River, are subject to environmental
regulations as set out by the government of
Saskatchewan.
15. SHARE
PURCHASE WARRANTS
In connection
with the public offerings of units in February 2021 and March 2021,
the Company issued 15,796,975 and 39,215,000 share purchase
warrants to unit holders, respectively. The February 2021 warrants
entitled the holder to acquire one common share of the Company at
an exercise price of USD$2.00 for 24 months after issuance (expired
February 2023). The March 2021 warrants entitled the holder to
acquire one common share of the Company at an exercise price of
USD$2.25 for 24 months after issuance (expired March
2023).
Since these
warrants were exercisable in USD, which differs from the
Company’s CAD functional currency, they were classified as
derivative liabilities and are required to be carried as
liabilities at fair value though profit or loss. When the fair
value of the warrants is revalued at each reporting period, the
change in the liability is recorded through net profit or loss in
“Other income (expense)”.
February
2021 Warrants
In February 2023,
the outstanding share purchase warrants issued to unit holders
expired.
March 2021
Warrants
In March 2023,
the outstanding share purchase warrants issued to unit holders
expired.
The share
purchase warrants liability continuity is as follows:
|
|
Number
of
|
|
Warrant
|
|
(in thousands
except warrant amounts)
|
Warrants
|
|
Liability
|
|
|
|
|
|
|
Balance-December
31, 2022
|
55,006,475
|
$
|
-
|
|
Expiry of share
purchase warrants
|
(55,006,475)
|
|
-
|
|
Balance-March 31,
2023
|
-
|
$
|
-
|
16. OTHER
LIABILITIES
The other
liabilities balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Other
liabilities:
|
|
|
|
|
|
|
|
Lease
obligations
|
|
|
$
|
394
|
$
|
396
|
|
Loan
obligations
|
|
|
|
168
|
|
180
|
|
|
|
|
$
|
562
|
$
|
576
|
|
|
|
|
|
|
|
|
|
Other
liabilities-by balance sheet presentation:
|
|
|
|
|
|
|
|
Current
|
|
|
$
|
223
|
$
|
216
|
|
Non-current
|
|
|
|
339
|
|
360
|
|
|
|
|
$
|
562
|
$
|
576
|
Debt
Obligations
At March 31,
2023, the Company’s debt obligations are comprised of lease
and loan liabilities. The debt obligations continuity summary is as
follows:
|
|
|
|
Lease
|
|
Loan
|
|
Total
Debt
|
||
|
(in
thousands)
|
|
|
|
Liabilities
|
|
Liabilities
|
|
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2022
|
|
|
$
|
396
|
$
|
180
|
$
|
576
|
|
|
Accretion (note
20)
|
|
|
|
7
|
|
-
|
|
7
|
|
|
Additions (note
10)
|
|
|
|
34
|
|
-
|
|
34
|
|
|
Repayments
|
|
|
|
(42)
|
|
(12)
|
|
(54)
|
|
|
Liability
adjustment gain
|
|
|
|
(1)
|
|
-
|
|
(1)
|
|
|
Balance-March 31,
2023
|
|
|
$
|
394
|
$
|
168
|
$
|
562
|
|
Debt
Obligations – Scheduled Maturities
The following
table outlines the Company’s scheduled maturities of its debt
obligations at March 31, 2023:
|
|
|
|
Lease
|
|
Loan
|
|
Total
Debt
|
||
|
(in
thousands)
|
|
|
|
Liabilities
|
|
Liabilities
|
|
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
analysis-contractual undiscounted cash flows:
|
|
|
|
|
|
|
|||
|
Next 12
months
|
|
|
$
|
168
|
$
|
55
|
$
|
223
|
|
|
One to five
years
|
|
|
|
269
|
|
122
|
|
391
|
|
|
More than five
years
|
|
|
|
-
|
|
-
|
|
-
|
|
|
Total
obligation-end of period-undiscounted
|
|
|
|
437
|
|
177
|
|
614
|
|
|
Present value
discount adjustment
|
|
|
|
(43)
|
|
(9)
|
|
(52)
|
|
|
Total
obligation-end of period-discounted
|
|
|
$
|
394
|
$
|
168
|
$
|
562
|
|
Letters of
Credit Facility
In December 2022,
the Company entered into an agreement with BNS to amend the terms
of the 2022 Credit Facility to extend the maturity date to January
31, 2024 (“2023 Credit Facility”) and to increase the
credit available under the facility by $992,000 to cover additional
standby letters of credit with respect to environmental obligations
associated with the Feasibility Field Test activities at Wheeler
River. All other terms of the 2023 Credit Facility (tangible net
worth covenant, investment amounts, pledged assets and security for
the facility) remain unchanged by the amendment and the 2023
Facility remains subject to letter of credit and standby fees of
2.40% (0.40% on the $7,972,000 covered by pledged cash collateral)
and 0.75% respectively. During the three months ended March 31,
2023, the Company incurred letter of credit fees of $96,000 (March
31, 2022 - $98,000).
At March 31,
2023, the Company is in compliance with its facility covenants and
has access to letters of credit of up to $23,964,000 (December 31,
2022 - $23,964,000). The facility is fully utilized as collateral
for non-financial letters of credit issued in support of
reclamation obligations for the MLJV, MWJV and Wheeler River (see
note 14).
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, 2022
|
826,325,592
|
$
|
1,539,209
|
|
|
Issued for
cash:
|
|
|
|
|
|
Shares issued
proceeds-total
|
8,481,060
|
|
15,653
|
|
|
Less: share issue
costs
|
-
|
|
(355)
|
|
|
Share option
exercises
|
554,214
|
|
339
|
|
|
Share option
exercises-transfer from contributed surplus
|
-
|
|
129
|
|
|
Share unit
exercises-transfer from contributed surplus
|
20,668
|
|
16
|
|
|
|
9,055,942
|
|
15,782
|
|
|
Balance-March 31,
2023
|
835,381,534
|
$
|
1,554,991
|
|
Unit and
Other Share Issues
On September 16,
2021, the Company filed a short form base shelf prospectus with the
securities’ regulatory authorities in each of the provinces
and territories in Canada a registration statement on Form F-10 and
in the United States (“2021 Shelf Prospectus”). Under
the 2021 Shelf Prospectus, the Company is qualified 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.
On September 28,
2021, Denison entered into an equity distribution agreement
providing for an At-the-Market (“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.
During the period
ended March 31, 2023, the Company issued 8,481,060 shares under the
2021 ATM Program. The common shares were issued at an average price
of $1.85 per share for aggregate gross proceeds of $15,653,000. The
Company also recognized issue costs of $355,000 related to these
ATM share issuances, which includes $313,000 of commissions and
$42,000 associated with the maintenance of the 2021 Shelf
Prospectus and 2021 ATM Program.
In total, as at
March 31, 2023, the Company has issued 23,364,222 shares under the
2021 ATM Program for aggregate gross proceeds of $43,828,000. The
common shares were issued at an average price of $1.88. The Company
also recognized total issue costs of $1,702,000 related to its ATM
share issuances which includes $877,000 of commissions and $825,000
associated with the set-up and maintenance of the 2021 Shelf
Prospectus and 2021 ATM Program.
18. SHARE-BASED
COMPENSATION
The
Company’s share-based compensation arrangements include share
options, restricted share units (“RSUs”) and
performance share units (“PSUs”).
Share-based
compensation is recorded over the vesting period, and a summary of
share-based compensation expense recognized in the statement of
income (loss) is as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Share based
compensation expense for:
|
|
|
|
|
|
|
|
|
|
Share
options
|
|
|
|
|
$
|
(375)
|
$
|
(389)
|
|
RSUs
|
|
|
|
|
|
(607)
|
|
(499)
|
|
PSUs
|
|
|
|
|
|
(62)
|
|
(42)
|
|
Share
based compensation expense
|
|
|
|
|
$
|
(1,044)
|
$
|
(930)
|
An additional
$4,691,000 in share-based compensation expense remains to be
recognized, up until March 2026, on outstanding share options and
share units at March 31, 2023.
Share
Options
Share options
granted in 2023 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:
|
|
|
|
|
2023
|
||||
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
|
Number
of
Common
|
|
Price
per
Share
|
|
|
|
|
|
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
Share options
outstanding-December 31, 2022
|
|
|
|
|
|
8,539,214
|
$
|
1.09
|
|
Grants
|
|
|
|
|
|
1,726,000
|
|
1.49
|
|
Exercises
(1)
|
|
|
|
|
|
(554,214)
|
|
0.61
|
|
Expiries
|
|
|
|
|
|
(24,000)
|
|
0.60
|
|
Forfeitures
|
|
|
|
|
|
(182,000)
|
|
1.03
|
|
Share options
outstanding-March 31, 2023
|
|
|
|
|
|
9,505,000
|
$
|
1.19
|
|
Share
options exercisable-March 31, 2023
|
|
|
|
|
|
6,435,003
|
$
|
0.99
|
(1)
The weighted average share
price at the date of exercise was CAD$1.76.
A summary of the
Company’s share options outstanding at March 31, 2023 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
|
|
1.94
|
|
1,697,500
|
$
|
0.46
|
|||
|
$ 0.50 to $
0.74
|
|
|
|
|
1.00
|
|
1,308,500
|
|
0.68
|
|
$ 0.75 to $
0.99
|
|
|
|
|
-
|
|
-
|
|
-
|
|
$ 1.00 to $
1.49
|
|
|
|
|
3.68
|
|
4,808,000
|
|
1.36
|
|
$ 1.50 to $
1.99
|
|
|
|
|
3.97
|
|
1,575,000
|
|
1.81
|
|
$ 2.00 to $
2.49
|
|
|
|
|
3.66
|
|
116,000
|
|
2.27
|
|
Share options
outstanding-March 31, 2023
|
|
3.05
|
|
9,505,000
|
$
|
1.19
|
|||
Share options
outstanding at March 31, 2023 expire between March 2024 and March
2028.
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:
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
March 31,
2023
|
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
|
3.95%
|
|
|
Expected stock
price volatility
|
|
|
|
72.86%
|
|
|
Expected
life
|
|
|
|
3.43
years
|
|
|
Expected dividend
yield
|
|
|
|
-
|
|
|
Fair value
per options granted
|
|
|
$0.80
|
||
Share
Units
RSUs granted
under the Share Unit Plan in 2023 vest ratably over a period of
three years.
|
|
|
RSUs
|
|
PSUs
|
||||
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
Number
of
|
|
Fair
Value
|
|
Number
of
|
|
Fair
Value
|
|
|
|
Common
|
|
Per
RSU
|
|
Common
|
|
Per
PSU
|
|
|
|
Shares
|
|
(CAD)
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
|
Units
outstanding–December 31, 2022
|
|
6,416,089
|
$
|
1.04
|
|
1,470,000
|
$
|
0.77
|
|
Grants
|
|
1,377,000
|
|
1.49
|
|
-
|
|
-
|
|
Exercises
(1)
|
|
(20,668)
|
|
0.79
|
|
-
|
|
-
|
|
Forfeitures
|
|
(46,667)
|
|
1.76
|
|
-
|
|
-
|
|
Units
outstanding–March 31, 2023
|
|
7,725,754
|
$
|
1.12
|
|
1,470,000
|
$
|
0.77
|
|
Units
vested–March 31, 2023
|
|
4,778,171
|
$
|
0.82
|
|
1,200,000
|
$
|
0.79
|
(1)
The weighted average share
price at the date of exercise was $1.51 for RSUs.
The fair value of
each RSU and PSU granted is estimated on the date of grant using
the Company’s closing share price on the day before the grant
date.
19. ACCUMULATED
OTHER COMPREHENSIVE INCOME
The accumulated
other comprehensive income balance consists of:
|
|
|
|
|
At March
31
|
|
At December
31
|
|
(in
thousands)
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
Cumulative
foreign currency translation
|
|
|
$
|
424
|
$
|
420
|
|
Experience
gains-post employment liability
|
|
|
|
|
||
|
Gross
|
|
|
|
1,847
|
|
1,847
|
|
Tax
effect
|
|
|
|
(485)
|
|
(485)
|
|
|
|
|
$
|
1,786
|
$
|
1,782
|
20. SUPPLEMENTAL
FINANCIAL INFORMATION
The components of
Operating expenses are as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods and
services sold:
|
|
|
|
|
|
|
|
|
|
Operating
overheads:
|
|
|
|
|
|
|
|
|
|
Mining, other
development expense
|
|
|
|
|
$
|
(55)
|
$
|
(72)
|
|
Milling,
conversion expense
|
|
|
|
|
|
(652)
|
|
(635)
|
|
Less
absorption:
|
|
|
|
|
|
|
|
|
|
-Mineral
properties
|
|
|
|
|
|
-
|
|
11
|
|
Cost of
services-Closed Mines Services
|
|
|
|
|
|
(1,806)
|
|
(1,656)
|
|
Cost of goods and
services sold
|
|
|
|
|
|
(2,513)
|
|
(2,352)
|
|
Reclamation asset
amortization
|
|
|
|
|
|
(47)
|
|
(46)
|
|
Operating
expenses
|
|
|
|
|
$
|
(2,560)
|
$
|
(2,398)
|
The components of
Other income are as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses)
on:
|
|
|
|
|
|
|
|
|
|
Foreign
exchange
|
|
|
|
|
$
|
163
|
$
|
(200)
|
|
Fair value
changes:
|
|
|
|
|
|
|
|
|
|
Investments-equity
instruments (note 7)
|
|
|
|
|
|
1,166
|
|
4,275
|
|
Investments-uranium (note
7)
|
|
|
|
|
|
8,826
|
|
47,756
|
|
Warrants on
investment (note 7)
|
|
|
|
|
|
-
|
|
(1,138)
|
|
Share purchase
warrant liabilities (note 15)
|
|
|
|
|
|
-
|
|
(484)
|
|
Gain
on recognition of proceeds–U.I.
Repayment Agreement
|
|
269
|
|
2,586
|
||||
|
Uranium
investment carrying charges
|
|
|
|
|
|
(96)
|
|
(78)
|
|
Other
|
|
|
|
|
|
(82)
|
|
(72)
|
|
Other
income
|
|
|
|
|
$
|
10,246
|
$
|
52,645
|
The
components of Finance expense are as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
|
|
$
|
804
|
$
|
116
|
|
Interest
expense
|
|
|
|
|
|
(1)
|
|
(1)
|
|
Accretion
expense
|
|
|
|
|
|
|
|
|
|
Deferred
revenue (note 12)
|
|
|
|
|
|
(1,221)
|
|
(442)
|
|
Post-employment
benefits (note 13)
|
|
|
|
|
|
(5)
|
|
(5)
|
|
Reclamation
obligations (note 14)
|
|
|
|
|
|
(420)
|
|
(357)
|
|
Debt
obligations (note 16)
|
|
|
|
|
|
(7)
|
|
(9)
|
|
Finance
expense
|
|
|
|
|
$
|
(850)
|
$
|
(698)
|
A
summary of depreciation expense recognized in the statement of
income (loss) is as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Mining, other
development expense
|
|
|
|
|
$
|
(1)
|
$
|
(1)
|
|
Milling,
conversion expense
|
|
|
|
|
|
(654)
|
|
(624)
|
|
Cost of
services
|
|
|
|
|
|
(52)
|
|
(44)
|
|
Evaluation
|
|
|
|
|
|
(144)
|
|
(33)
|
|
Exploration
|
|
|
|
|
|
(96)
|
|
(25)
|
|
General and
administrative
|
|
|
|
|
|
(38)
|
|
(42)
|
|
Depreciation
expense-gross
|
|
|
|
|
$
|
(985)
|
$
|
(769)
|
A summary of
employee benefits expense recognized in the statement of income
(loss) is as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
|
|
|
|
$
|
(2,897)
|
$
|
(3,882)
|
|
Share-based
compensation (note 18)
|
|
|
|
|
|
(1,044)
|
|
(930)
|
|
Employee
benefits expense
|
|
|
|
|
$
|
(3,941)
|
$
|
(4,812)
|
The change in
non-cash operating working capital items in the consolidated
statements of cash flows is as follows:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Change in
non-cash working capital items:
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
|
$
|
(40)
|
$
|
492
|
|
Inventories
|
|
|
|
|
|
(55)
|
|
183
|
|
Prepaid expenses
and other assets
|
|
|
|
|
|
(325)
|
|
(363)
|
|
Accounts payable
and accrued liabilities
|
|
|
|
|
|
407
|
|
4,029
|
|
Change
in non-cash working capital items
|
|
|
|
|
$
|
(13)
|
$
|
4,341
|
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. 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.
For the period
ended March 31, 2023, reportable segment results were as
follows:
|
(in
thousands)
|
|
|
Mining
|
Closed
Mines
Services
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
(982)
|
2,066
|
-
|
1,084
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(754)
|
(1,806)
|
-
|
(2,560)
|
|
Exploration
|
|
|
(3,947)
|
-
|
-
|
(3,947)
|
|
Evaluation
|
|
|
(2,722)
|
-
|
-
|
(2,722)
|
|
General and
administrative
|
|
|
(19)
|
-
|
(3,235)
|
(3,254)
|
|
|
|
|
(7,442)
|
(1,806)
|
(3,235)
|
(12,483)
|
|
Segment income
(loss)
|
|
$
|
(8,424)
|
260
|
(3,235)
|
(11,399)
|
|
|
|
|
|
|
|
|
|
Revenues-supplemental:
|
|
|
|
|
|
|
|
Environmental
services
|
|
$
|
-
|
2,066
|
-
|
2,066
|
|
Toll milling
services-deferred revenue (note 12)
|
|
(982)
|
-
|
-
|
(982)
|
|
|
|
|
$
|
(982)
|
2,066
|
-
|
1,084
|
|
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
|
Property,
plant and equipment (note 10)
|
$
|
400
|
60
|
276
|
736
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
|
Cost
|
|
$
|
98,907
|
4,289
|
5,805
|
109,001
|
|
Accumulated
depreciation
|
|
|
(32,731)
|
(2,878)
|
(784)
|
(36,393)
|
|
Mineral
properties
|
|
|
180,600
|
-
|
-
|
180,600
|
|
|
|
$
|
246,776
|
1,411
|
5,021
|
253,208
|
For the period
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
|
22.
RELATED
PARTY TRANSACTIONS
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 stays
above 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 includes the
Company’s executive officers, vice-presidents and members of
its Board of Directors.
The following
compensation was awarded to key management personnel:
|
|
|
|
|
Three
Months Ended
March
31
|
||||
|
(in
thousands)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
|
|
|
|
$
|
(1,098)
|
$
|
(1,623)
|
|
Share-based
compensation
|
|
|
|
|
|
(814)
|
|
(823)
|
|
Key
management personnel compensation
|
|
|
|
|
$
|
(1,912)
|
$
|
(2,446)
|
23. FAIR
VALUE OF INVESTMENTS AND FINANCIAL INSTRUMENTS
IFRS requires
disclosures about the inputs to fair value measurements, including
their classification within a hierarchy that prioritizes the inputs
to fair value measurement. The three levels of the fair value
hierarchy are:
●
Level 1 - Unadjusted quoted
prices in active markets for identical assets or
liabilities;
●
Level 2 - Inputs other than
quoted prices that are observable for the asset or liability either
directly or indirectly; and
●
Level 3 - Inputs that are not
based on observable market data.
The fair value of
financial instruments which trade in active markets, such as share
and warrant equity instruments, is based on quoted market prices at
the balance sheet date. The quoted market price used to value
financial assets held by the Company is the current closing price.
Warrants that do not trade in active markets have been valued using
the Black-Scholes pricing model. Debt instruments have been valued
using the effective interest rate for the period that the Company
expects to hold the instrument and not the rate to
maturity.
Except as
otherwise disclosed, the fair values of cash and cash equivalents,
trade and other receivables, accounts payable and accrued
liabilities, restricted cash and cash equivalents and debt
obligations approximate their carrying values as a result of the
short-term nature of the instruments, the variable interest rate
associated with the instruments or the fixed interest rate of the
instruments being similar to market rates.
During 2023 and
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 and liabilities within the fair value hierarchy as
at March 31, 2023 and December 31, 2022:
|
|
|
Financial
|
|
Fair
|
|
March
31,
|
|
December
31,
|
|
|
|
Instrument
|
|
Value
|
|
2023
|
|
2022
|
|
(in
thousands)
|
|
Category(1)
|
|
Hierarchy
|
|
Fair
Value
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and
equivalents
|
|
Category
B
|
|
|
$
|
57,462
|
$
|
50,915
|
|
Trade and other
receivables
|
|
Category
B
|
|
|
|
4,183
|
|
4,143
|
|
Investments
|
|
|
|
|
|
|
|
|
|
Equity
instruments-shares
|
|
Category
A
|
|
Level
1
|
|
9,192
|
|
8,022
|
|
Equity
instruments-warrants
|
|
Category
A
|
|
Level
2
|
|
83
|
|
87
|
|
Restricted
cash and equivalents
|
|
|
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
|
|
Category
B
|
|
|
|
3,817
|
|
3,133
|
|
Credit
facility pledged assets
|
|
Category
B
|
|
|
|
7,972
|
|
7,972
|
|
|
|
|
|
|
$
|
82,709
|
$
|
74,272
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities:
|
|
|
|
|
|
|
|
|
|
Account
payable and accrued liabilities
|
|
Category
C
|
|
|
|
10,703
|
|
10,299
|
|
Debt
obligations
|
|
Category
C
|
|
|
|
562
|
|
576
|
|
|
|
|
|
|
$
|
11,265
|
$
|
10,875
|
(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
General
Legal Matters
The Company is
involved, from time to time, in various legal actions and claims in
the ordinary course of business.
In the opinion of
management, the aggregate amount of any potential liability is not
expected to have a material
adverse effect on
the Company’s financial position or results.
|
Exhibit 99.2
|

MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE MONTHS ENDED
MARCH 31, 2023
|
|
|
|
TABLE OF CONTENTS
|
|
|
Q1 2023
PERFORMANCE HIGHLIGHTS
|
2
|
|
ABOUT
DENISON
|
2
|
|
RESULTS OF
OPERATIONS
|
4
|
|
Wheeler River Uranium
Project
|
5
|
| LIQUIDITY AND CAPITAL RESOURCES |
15
|
|
OUTLOOK FOR
2023
|
17
|
| ADDITIONAL INFORMATION |
17
|
|
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
|
18
|
|
|
|
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 10,
2023 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, 2023. 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, 2022. 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
|
■
Completed an internal concept study examining the application of
the ISR mining method at Midwest
The Company
completed an internal conceptual mining study (the ‘Concept
Study’) examining the potential application of in-situ
recovery (‘ISR’) mining method at the Company’s
25.17% owned Midwest Project (‘Midwest’). The Concept
Study was prepared by Denison during 2022 and formally issued to
the Midwest Joint Venture (‘MWJV’) in early 2023. Based
on the positive results of the Concept Study, the MWJV has provided
Denison with approval to complete additional ISR-related work for
Midwest in 2023.
Evaluation
activities planned for Midwest during 2023 include the collection
of deposit-specific information and the completion of select
preliminary engineering studies to support further evaluation and
de-risking of the key criteria required to further assess the
potential application of the ISR mining method, which may result in
the preparation of a Preliminary Economic Assessment
(‘PEA’) to support the development, if warranted, of
future field tests.
■
Discovered high-grade uranium mineralization at Moon Lake
South
In April 2023,
Denison reported that drill hole MS-23-10A intersected 1.38%
eU3O8 over 8.7 metres
(0.05% eU3O8 cut-off),
including a sub-interval grading 2.88% eU3O8 over 3.1 metres,
intersected approximately 30 metres above the unconformity in the
Athabasca sandstone, as part of the recently completed winter
exploration program at the Moon Lake South property. Uranium
mineralization was encountered in four of the six drill holes
completed during the 2023 winter exploration program, which was
designed to evaluate the strike length of low-grade mineralized
occurrences identified in the 2021 and 2016 drill
programs.
■
Feasibility Study for Wheeler River Phoenix deposit on track for
completion by mid-2023
Feasibility level
engineering design, well field production modelling and cost
estimation for the application of ISR mining for the high-grade
Phoenix uranium deposit (‘Phoenix’) at the Wheeler
River Project (‘Wheeler River’ or the
‘Project’) progressed during the first quarter of 2023,
and is currently on track to support the announcement of the
results from the Feasibility Study (‘FS’) by
mid-2023.
■
Released 2022 ESG report highlighting progress on environmental,
social and governance initiatives
In April 2023,
Denison released its 2022 ESG Report, which provides information on
the Company’s environmental, social and governance
(‘ESG’) initiatives and demonstrates its ongoing
commitment to sustainability and transparency. Denison's 2022 ESG
Report focuses on key ESG topics including the Company's objective
to maintain excellence in corporate governance practices, "best in
class" engagement with communities potentially impacted by its
activities, diversity in the Company's workforce, and robust
assessments of the environment and biodiversity in the regions
within which it operates.
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 McClean Lake Joint
Venture ('MLJV’), which includes several uranium deposits and
the McClean Lake uranium mill, which is contracted to process the
ore from the Cigar Lake mine under a toll milling agreement (see
RESULTS OF OPERATIONS below for more details), plus a 25.17%
interest in the Midwest Main and Midwest A deposits and a 67.41%
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.
2
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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, 33.8118%) and
Christie Lake (JCU, 34.4508%).
Denison’s
exploration portfolio includes further interests in properties
covering approximately 300,000 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 reclaimed
mine sites in the Elliot Lake region and provides related services
to third party projects.
SELECTED FINANCIAL INFORMATION
|
(in
thousands)
|
|
As at
March 31,
2023
|
|
As at
December 31,
2022
|
|
|
|
|
|
|
|
Financial Position:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
57,462
|
$
|
50,915
|
|
Working
capital(1)
|
$
|
61,565
|
$
|
53,660
|
|
Investments in
uranium
|
$
|
171,362
|
$
|
162,536
|
|
Property, plant
and equipment
|
$
|
253,208
|
$
|
253,505
|
|
Total
assets
|
$
|
532,243
|
$
|
515,796
|
|
Total long-term
liabilities(2)
|
$
|
63,679
|
$
|
61,365
|
(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 31, 2023 excludes
$4,536,000 from the current portion of deferred revenue (December
31, 2022 – $4,915,000).
(2)
Predominantly comprised of
the non-current portion of deferred revenue, non-current
reclamation obligations, and deferred income tax
liabilities.
SELECTED QUARTERLY FINANCIAL INFORMATION
|
|
|
|
|
2023
|
|
2022
|
|
2022
|
|
2022
|
|
(in
thousands, except for per share amounts)
|
|
Q1
|
|
Q4
|
|
Q3
|
|
Q2
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
1,084
|
$
|
2,977
|
$
|
3,043
|
$
|
6,800
|
||
|
Net
loss
|
$
|
(2,400)
|
$
|
(5,739)
|
$
|
(6,383)
|
$
|
(16,147)
|
||
|
Basic and diluted
earnings loss per share
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.01)
|
$
|
(0.02)
|
||
|
|
|
|
|
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)
|
||
|
|
|
|
|
|
|
|
|
|
||
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 revenue
rates were updated for changes to future toll milling production
rates at McClean Lake in the first quarters of both 2022 and 2023.
During the first quarter of 2023, this update resulted in negative
revenue. See RESULTS OF OPERATIONS below for further
details.
●
Revenues and operating
expenses from the Closed Mines group fluctuate due to the timing of
projects, which vary throughout the year in the normal course of
business.
●
During the second quarter of
2022, the Company recognized $2,986,000 of non-recurring revenue
from mineral sales.
●
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, both the 2021 and 2022 exploration programs
at Wheeler River took place during the third and fourth quarters
due to the timing of the ISR field program.
3
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
●
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
impact of fair value changes on the Company’s net earnings /
loss was particularly significant in the first and second quarters
of 2022. See OTHER INCOME below for more details.
●
The Company’s results
are also impacted, from time to time, by other non-recurring events
arising from its ongoing activities, as discussed below, where
applicable.
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 Ecora Resources PLC
(‘Ecora’, then known as Anglo Pacific Group PLC) and
one of its wholly owned subsidiaries (the ‘Ecora
Arrangement’) under which Denison received an upfront payment
of $43,500,000 in exchange for its right to receive future toll
milling cash receipts from the MLJV under the then current toll
milling agreement with the Cigar Lake Joint Venture
(‘CLJV’) from July 1, 2016 onwards. The Ecora
Arrangement consists of certain contractual obligations of Denison
to forward to Ecora the cash proceeds of future toll milling
revenue earned by the Company related to the processing of the
specified Cigar Lake ore through the McClean Lake mill and, as
such, the upfront payment was accounted for as deferred
revenue.
During the three
months ended March 31, 2023, the McClean Lake mill processed 3.8
million pounds U3O8 for the CLJV
(March 31, 2022 – 3.7 million pounds U3O8) and Denison
recorded negative net toll milling revenue of $982,000 (March 31,
2022 – $2,471,000). The decrease in toll milling revenue in
the current quarter, as compared to the prior year, is due to a
negative $1,946,000 non-cash cumulative accounting adjustment which
was recorded in the current quarter and which more than offset the
revenue recognized from current period toll milling activity of
$964,000 (March 31, 2022 – Toll milling revenue of $1,027,000
and $1,444,000 positive non-cash cumulative accounting adjustment).
The true ups recorded in both years were driven by changes in the
estimated timing of the processing of the Cigar Lake ore. In the
first quarter of 2022, the operators of the Cigar Lake mine
announced a reduction in forecasted mine production from 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. In the first quarter of 2023, the operators of the
Cigar Lake mine announced that forecasted future mine production
was increased back to 18 million pounds U3O8 per year. Under
IFRS 15, Revenue from Contracts
with Customers, the change in the estimated timing of the
toll milling of the CLJV ores in 2022 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 was applied
retrospectively to all pounds produced for the CLJV since the
inception of the Ecora arrangement in July 2016, resulting in the
increase in revenue in the three months ended March 31, 2022. This
was effectively reversed in the first quarter of 2023, resulting in
the current period reduction in revenue.
During the three
months ended March 31, 2023, the Company also recorded accounting
accretion expense of $1,221,000 on the toll milling deferred
revenue balance (March 31, 2022 – $442,000). While the annual
accretion expense will decrease over the life of the contract as
the deferred revenue liability decreases over time, the increase in
accretion expense in the first quarter of 2023, as compared to the
prior year, was predominantly due a $483,000 true up to increase
the life-to-date accretion expense due to the change in the timing
in the estimated CLJV toll milling activities discussed above
(March 31, 2022 – $297,000 true up reduced the life-to-date
accretion expense)
The impact of the
current and prior period true-ups to revenue and accretion are
non-cash.
Closed Mine Services
Denison’s
Closed Mines group 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.
4
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Revenue from
Closed Mines services during the three months ended March 31, 2023
was $2,066,000 (March 31, 2022 - $1,654,000). The increase in
revenue in the first quarter of 2023, as compared to 2022, was due
to an increase in care and maintenance activities at certain
sites.
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, 2023 were $754,000 (March 31, 2022 –
$725,000).
Included in
operating costs is depreciation expense relating to the McClean
Lake mill of $654,000 (March 31, 2022 - $625,000), as a result of
processing approximately 3.8
million pounds U3O8 for the CLJV
(March 31, 2022 – 3.7 million pounds U3O8).
Closed Mine Services
Operating
expenses during the three months ended March 31, 2023 totaled
$1,806,000 (March 31, 2022 - $1,656,000). 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 2023, Denison’s share of evaluation expenditures
was $2,722,000 (March 31, 2022 –$4,465,000). The decrease in
evaluation expenditures, compared to the prior period, was due to a
decrease in Wheeler River evaluation field activities associated
with the
transition to care and maintenance of the Feasibility Field Test
(‘FFT’) for the winter season.
The following
table summarizes the evaluation activities completed during the
first quarter of 2023.
|
PROJECT EVALUATION ACTIVITIES
|
||||
|
Property
|
Denison’s ownership
|
Evaluation activities
|
||
|
Wheeler
River
|
95%(1)
|
Engineering, FS,
metallurgical testing, FFT care and maintenance, environmental and
sustainability activities, Environmental Impact Study
(‘EIS’) regulatory reviews.
|
|
|
|
Waterbury
Lake
|
67.41%(2)
|
Project
planning, procurement of long lead time materials for 2023 field
activities.
|
|
|
|
Midwest
|
25.17%
|
Project planning,
Preliminary geological and hydrogeological modelling
activities.
|
|
|
|
|
|
|
|
|
Notes:
(1)
The Company’s effective
ownership interest as at March 31, 2023, including the indirect 5%
ownership interest held through JCU.
(2)
Represents Denison’s
ownership position as at November 30, 2022. Korea Waterbury Uranium
Limited Partnership (‘KWULP’), which holds the
non-Denison interests in Waterbury Lake, has deferred their funding
decision regarding the 2023 evaluation program, and Denison is
currently funding 100% of project expenditures.
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.
5
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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. While activities
resumed in early 2021 and the draft EIS was submitted in 2022, 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.
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
2023 evaluation plans for Wheeler River include (1) completing the
third and final phase of the FFT, as well as (2) advancing the FS,
(3) advancing through the regulatory review of the draft EIS
submitted in 2022, (4) initiating activities required to license
and permit construction of the proposed Phoenix ISR operation, and
(5) advancing negotiation of impact benefit type agreements with
interested parties.
During the first
quarter of 2023, Denison’s share of evaluation costs at
Wheeler River was $2,540,000 (March 31, 2022 –
$4,454,000).
6
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Engineering Activities
Feasibility Field Test
The
FFT was designed to use the existing commercial-scale ISR test
pattern installed at Phoenix in 2021 in order to facilitate a
combined evaluation of the Phoenix deposit's hydraulic flow
properties, with the leaching characteristics that were previously
assessed through the metallurgical core-leach testing
program.
The
successful completion of the leaching and neutralization phases of
the FFT in the fourth quarter of 2022 provided further verification
of the permeability, leachability, reclamation, and containment
parameters needed for the successful application of the ISR mining
method at the Phoenix deposit. During the first quarter of 2023,
project planning and procurement for the final stage of the FFT,
the recovered solution management phase, have advanced. During the
recovered solution management phase, a solid mineralized
precipitate will be created from the solutions recovered in 2022
during the leaching and neutralization phase of the test. As part
of the process, a treated effluent solution will be produced to
meet permit criteria for re-injection back into the mineralized
formation. The solid mineralized precipitate will be stored on
surface at site and will be monitored in further care and
maintenance activities. The recovered solution management phase is
currently scheduled for completion during the summer, with
decommissioning and reclamation activities planned to
follow.
Metallurgical Testing
During
the first quarter of 2023, the metallurgical test program continued
at Saskatchewan Research Council Laboratories (‘SRC’)
in Saskatoon including the continuation of core leach testing, the
completion of column leach and remediation testing, as well as work
related to the development of a metallurgical simulation model for
the Phoenix plant.
Feasibility Study
In
the third quarter of 2021, Denison announced the decision of the
Wheeler River Joint Venture (‘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 2023, FS efforts were targeted towards (1) the
development of an integrated hydrogeological production model, and
(2) improving the level of definition for critical long lead items
to support project schedule accuracy in the FS.
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.
7
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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●
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.
Overall, the
efforts related to the FS are progressing and are currently on
track to support the announcement of the results by
mid-2023.
Environmental and Sustainability Activities
Environmental Assessment Activities
In October 2022,
the draft EIS for the Wheeler River Project was submitted to
Provincial and Federal regulators and the formal review process was
initiated. Technical comments were received from both regulatory
agencies in the first quarter of 2023 and Denison is preparing
technical responses for this first round of review comments.
Following the response submission, additional rounds of review are
expected to be initiated prior to finalization of the
EIS.
Evaluation Pipeline Properties
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 67.41% 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.
A
Concept Study for ISR application at Midwest was prepared by
Denison during 2022 and was formally issued to the MWJV in early
2023 (see press release dated April 12, 2023). Based on the
positive results of the Concept Study, the MWJV has now provided
Denison with approval to complete additional ISR-related evaluation
work for Midwest in 2023.
Denison’s
2023 evaluation plans for Midwest reflect an inaugural ISR field
program planned to begin in the second quarter of 2022, which has
been designed to assess site-specific technical elements of the
Midwest deposit. The field program results, along with further
technical studies are expected to be used further advance the
evaluation of the ISR mining method for the property, which may
include the preparation of a PEA.
The
work completed in the first quarter included project planning and
the commencement of the preliminary geological and hydrogeological
modelling activities.
Waterbury Lake
In
2020, an independent PEA was completed for the Waterbury Lake
Property, which evaluated the potential use of the ISR mining
method at the THT deposit. Further details regarding Waterbury,
including the estimated mineral resources, are provided in the
Technical Report for the Waterbury project titled
‘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 (‘PEA Technical Report’). A copy of the PEA
Technical Report is available on Denison’s website and under
its profile on each of SEDAR and EDGAR.
Denison’s
2023 evaluation plans for Waterbury are designed to build upon the
PEA, and include an ISR field program that is expected to include
the installation of ISR test wells, the collection of site-specific
hydrogeological test data to verify permeability and containment
assumptions, and the collection of fresh metallurgical drill core
samples in order to support additional de-risking of the ISR mining
approach for the THT deposit.
During
the first quarter of 2023, work included planning activities and
the procurement of long lead time materials for the field
program.
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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Community Engagement Activities
During the first quarter of 2023, Denison
continued working with Indigenous communities of interest and
collaborated on engagement activities
in the Athabasca region of northern Saskatchewan, with the
Ya’thi Néné Lands and Resources Office,
including community visits to provide information about the
Company’s Wheeler River Project and other exploration and
evaluation activities.
MINERAL PROPERTY EXPLORATION
During the first
quarter of 2023, Denison’s share of exploration expenditures
was $3,947,000 (March 31, 2022 –$2,566,000). 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 2023 winter exploration activities which were
completed in early April 2023. The exploration drilling relates to
the winter drilling programs at Wheeler River, Moon Lake South,
Moon Lake, and at one of the Company’s non-operated
properties. All exploration expenditure information in this
MD&A covers the quarter ended March 31, 2023.
|
EXPLORATION ACTIVITIES
|
|||
|
Property
|
Denison’s ownership
|
Drilling in metres
(m)(1)
|
Other activities
|
|
Bell
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
Johnston
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
Moon
Lake
|
100.00%
|
627 (1
hole)
|
-
|
|
Moon Lake
South
|
75.00%
|
3,306 (6
holes)
|
-
|
|
Waterfound
|
24.68%(2)
|
6,004 (10
holes)
|
-
|
|
Wheeler
River
|
95.00%(3)
|
3,034 (5
holes)
|
Geophysical
Survey
|
|
|
|
|
|
|
Total
|
|
12,971 (22 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, 2023, including an indirect
12.90% ownership interest held through Denison’s 50%
ownership of JCU.
(3)
Denison’s effective
ownership interest as at March 31, 2023, including the indirect
5.0% ownership interest held through the JCU.
9
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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The
Company’s land position in the Athabasca Basin, as of March
31, 2023, is illustrated in the figure below. The Company’s
Athabasca land package increased during the first quarter of 2023,
from 295,328 hectares (210 claims) to 295,752 hectares (213 claims)
due to the acquisition of additional claims adjacent to the Hook
Carter property. The land position reported by the Company excludes
the land positions held by JCU.

Wheeler River Exploration
Denison’s
share of exploration costs at Wheeler River was $1,228,000 during
the quarter ended March 31, 2023 (March 31, 2022 –
$111,000).
The 2023 Wheeler
River winter exploration drilling program was initiated in
mid-January, and was completed during the quarter. A total of 3,034
metres was drilled in 5 holes at Gryphon South.
Drilling
Three holes were
drilled to test the potential to upgrade the unconformity
associated mineralization found in 2015 drill hole WR-597 located
approximately 750 metres south of the Gryphon deposit (4.5%
U3O8 over 4.5 metres),
by testing the unconformity approximately 100 metres southwest
along strike of WR-597. While the 2023 drill holes did not
intersect unconformity-hosted uranium mineralization, multiple
intervals of basement-hosted mineralization were identified:
WR-810A intersected uranium mineralization grading 1.27%
eU3O8 over 1.0 metres
approximately 60 metres below the unconformity; and WR-811A
identified basement-hosted mineralization grading 0.61%
eU3O8 over 4.0 metres,
approximately 4.0 metres below the unconformity. The location of
the mineralized drill holes is depicted in the figure below, while
the mineralized intersections are displayed in the table
below.
10
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|

|
MINERALIZED DRILL RESULTS FOR 2022 WHEELER RIVER WINTER EXPLORATION
DRILLING
|
|||||
|
Hole Number
|
Orientation
(azi./dip)
|
From
(m)
|
To
(m)
|
Length(1)
(m)
|
Grade
(% eU3O8)(2)
|
|
WR-810A(3)
|
282°/-74.2°
|
568.5
|
569.5
|
1.0
|
1.27
|
|
WR-811A(3)
|
282°/-70.8°
|
537.5
|
541.5
|
4.0
|
0.61
|
|
including(4)
|
-
|
539.9
|
540.9
|
1.0
|
1.43
|
Notes:
(1) Lengths indicated
represent the down-hole length of mineralized
intersections.
(2) Radiometric
equivalent U3O8 (‘eU3O8’)
derived from a calibrated gamma downhole probe.
(3) Mineralized interval is
composited above a cut-off grade of 0.05% eU3O8.
(4) Mineralized interval is
composited above a cut-off grade of 1.0% eU3O8.
Two additional
holes were completed at the Gryphon South target area, designed to
test conductivity anomalies associated with the edges of a
resistivity low anomaly, located approximately 2.8 kilometres south
of the Gryphon deposit. This basement resistivity low exhibits an
S-shaped flexure, creating a structural setting where both
dilational zones and compressive zones may be present, which
present attractive target areas for both basement-hosted and
unconformity-hosted mineralization respectively.
WR-808 targeted
the SE edge of the resistivity anomaly. A graphitic pelite was
intersected in the upper basement, interpreted to explain the
conductive response. Unfortunately, no significant structural
disruption was associated with this graphitic pelite. Significant
carbonate veining was observed approximately 150 metres below the
unconformity, perhaps indicating that there may be a significant
structure nearby. No significant elevated radioactivity was
encountered in WR-808.
11
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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WR-809 targeted
the NW edge of the resistivity anomaly, and intersected graphitic
fault zone approximately 40 metres below the unconformity,
consisting of sporadic breccias with structurally upgraded graphite
with thicknesses of up to 20 cm. The up dip projection of this
structure at the unconformity presents a target for future
exploration drilling.
Ground Geophysics
In addition to
diamond drilling activities, the Stepwise Moving Loop
Electromagnetic (‘SWML EM’) survey that was initiated
at the N Zone target area in the fourth quarter of 2022 was
completed in January 2023. The final processed data set was
received in the first quarter of 2023. Analysis and interpretation
is in progress.
Exploration Pipeline Properties
During the first
quarter of 2023, five 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 $2,769,000 during the three months ended March 31, 2023 (March
31, 2022 - $2,288,000).
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.
Johnston Lake
During the first
quarter of 2023, a Small Moving Loop Electromagnetic (‘SML
EM’) survey was completed on the Company’s 100%-owned
Johnston Lake property to better define basement conductivity
associated with the MJ1 conductive trend and generate targets for
future drill testing on the project. The final processed data set
is expected to be received in the second quarter.
Additionally,
drilling equipment and supplies were mobilized to Denison’s
Gumboot camp to prepare for the upcoming 2023 summer exploration
drilling program, expected to start in early June.
Bell Lake
During the first
quarter of 2023, a SML EM survey was completed on the
Company’s 100%-owned Bell Lake property to locate and refine
the positions of discrete, steeply-dipping conductors within a
broad resistivity low anomaly identified from the 2013 and 2015 DC
resistivity surveys. The final processed data set is expected from
the contractor during the second quarter. The results of the survey
will be used to generate targets for future exploration drilling
programs.
Moon Lake
The Moon Lake
property is located in the southeastern part of the Athabasca
Basin, adjacent to the west of the Wheeler River project. During
the first quarter of 2023, the Company completed an exploration
drilling program, consisting of one diamond drill hole drilled to
627 metres depth. No significant structure, alteration, or uranium
mineralization was intersected.
Moon Lake South
The Moon Lake
South property is also located adjacent to the west of the Wheeler
River project and north of Denison’s 100% owned Crawford Lake
project, approximately 30 kilometres northwest of Cameco’s
Key Lake Operation. The Moon Lake South project is a joint venture
between Denison Mines Corp., which holds a 75% interest in the
property, and CanAlaska Uranium Ltd., which holds the remaining 25%
interest. Denison is the project operator.
The
2023 winter exploration program consisted of six completed diamond
drill holes totaling 3,306 metres, designed to evaluate the
potential to expand the footprint of known mineralization
discovered in 2016 and 2021 by testing conductivity anomalies
identified from the 2022 SWML EM survey.
In April 2023,
the Company announced that uranium
mineralization was encountered in four of the six drill holes
completed during the 2023 winter exploration program, highlighted
by MS-23-10A which intersected perched high-grade uranium
mineralization lying approximately 30 metres above the
sub-Athabasca unconformity, grading 1.38% eU3O8
over 8.7 metres (0.05%
eU3O8
cut-off), including a sub-interval
grading 2.88% eU3O8
over 3.1 metres. Assay results for the
2023 winter drilling program are pending.
12
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MANAGEMENT’S
DISCUSSION & ANALYSIS
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Waterfound River
Waterfound is
operated by Orano Canada. Denison has an effective 24.68% ownership
interest in the project, including its 11.78% direct interest and a
12.90% indirect interest from its 50% ownership of
JCU.
The 2023 winter
diamond drill program was designed with three objectives: (1) to
evaluate and define the extent of high-grade unconformity
associated uranium mineralization around the recently discovered
Crocodile zone (including the broad zone of uranium mineralization
previously encountered in WF-74A, which returned 4.75 %
eU3O8 over 13.3 metres,
including a peak interval of 25.23% eU3O8 over 0.5 metres);
(2) characterize and determine the extent of historical
mineralization at the Alligator showing (includes 4.49%
U3O8 over 10.53
metres); and (3) test the potential for high-grade mineralization
between the two mineralized zones.
The most
significant mineralization returned from the 2023 winter drill
program was encountered in WF-74A-1, which tested the unconformity
approximately 17 metres south of WF-74A. Mineralization grading
0.53% eU3O8 was encountered
straddling the unconformity contact.
The winter drill
program was completed in early April 2023. The summer drill program
is anticipated to commence in June 2023.
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and
administrative expenses were $3,254,000 during the three months
ended March 31, 2023 (March 31, 2022 - $4,064,000). 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, project costs, and all other costs
related to operating a public company with listings in Canada and
the United States. The decrease in general and administrative
expenses during the first quarter of 2023 was predominantly driven
by a decrease in the employee cash bonus expense.
OTHER INCOME
During the three
months ended March 31, 2023, the Company recognized net other
income of $10,246,000 (March 31, 2022 – net other income of
$52,645,000).
The main drivers
of other income are as follows:
Fair value gains or losses on uranium investments
During 2021, the
Company acquired 2,500,000 pounds of U3O8 at a weighted
average cost of $36.67 (US$29.66) per pound U3O8 (including
purchase commissions of $0.05 (US$0.04) per pound U3O8) to be held as a
long-term investment to strengthen the Company’s balance
sheet and potentially enhance its ability to access 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 2023,
the spot price of U3O8 increased from
$65.01 (US$48.00) per pound U3O8 as at December
31, 2022, to $68.54 (US$50.65) per pound U3O8, at March 31,
2023, resulting in mark-to-market gains for the three months ended
March 31, 2023 of $8,826,000 on the Company’s uranium
holdings (March 31, 2022 - $47,756,000).
Fair value gains or losses on portfolio investments
During the three
months ended March 31, 2023, the Company recognized gains on
portfolio investments carried at fair value of $1,166,000 (March
31, 2022 – gains of $4,275,000). Gains and losses on
investments carried at fair value are determined by reference to
the closing share price of the related investee at the end of the
period, or, as applicable, immediately prior to
disposal.
Fair value gains or losses on warrants on investments
In October 2021,
the Company sold (1) 32,500,000 common shares of GoviEx Uranium
Inc. (‘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.
13
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|
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, 2023, the Company recorded a fair value loss
on the GoviEx Warrants of $nil (March 31, 2022 - $1,138,000). The
warrants expired unexercised in April 2023 and had already been
reduced to a fair value of $nil at December 31, 2022.
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 were
revalued, with the revaluation gains or losses recorded in other
income and expense.
During the three
months ended March 31, 2023, the Company recorded a fair value loss
of $nil on the revaluation of the Denison share purchase warrants
(March 31, 2022 - $484,000). The warrants expired in the current
quarter and had already been reduced to a fair value of $nil at
December 31, 2022.
Gain on receipt of proceeds from Uranium Industry a.s
In January 2022,
the Company executed a Repayment Agreement (‘RA’)
pursuant to which the parties negotiated the repayment of the debt
owing from Uranium Industry a.s (‘UI’) to Denison in
connection with the Company’s sale of its mining assets and
operations located in Mongolia to UI in 2015 for upfront cash
consideration as well as the rights to receive additional
contingent consideration. Under the terms of the RA, UI has agreed
to make scheduled payments of the amounts owing from the sale of
the Mongolia operations through a series of quarterly installments
and annual milestone payments, until December 31, 2025. The total
amount due to Denison under the RA, 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 RA includes customary covenants and
conditions in favour of Denison, including certain restrictions on
UI’s ability to take on additional debt, in consideration for
Denison’s deferral of enforcement of the arbitration award
while UI is in compliance with its obligations under the
RA.
During the three
months ended March 31, 2023, the Company received US$200,000 from
UI, of which a portion relates to reimbursement of legal and other
expenses incurred by Denison. During the three months ended March
31, 2023, as a result of the payment received, the Company recorded
a gain related to the Mongolia sale receivable of $269,000 in the
period (March 31, 2022 - $2,586,000.). This receivable is recorded
at fair value at each period end (March 31, 2023 and December 31,
2022 - $nil).
Foreign exchange losses
During the three
months ended March 31, 2023, the Company recognized a foreign
exchange gain of $163,000 (March 31, 2022 – foreign exchange
loss of $200,000). The foreign exchange gain in the three months
ended March 31, 2023 is predominantly due the impact of the
increase 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 33.8118% interest in
the Kiggavik project (Orano Canada, 66.1862%), and a 34.4508%
interest in the Christie Lake Project (UEC, 65.5492%).
14
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MANAGEMENT’S
DISCUSSION & ANALYSIS
|
At March 31,
2023, 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, 2023, the Company recorded its equity share
of loss from JCU of $894,000 (March 31, 2022 - $492,000). 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 $57,462,000 at March 31, 2023 (December 31, 2022
– $50,915,000).
The increase in
cash and cash equivalents during the first quarter of 2022 of
$6,547,000 was due to net cash provided by financing activities of
$15,583,000, partially offset by net cash used in operations of
$7,815,000, and net cash used in investing activities of
$1,386,000.
Net cash used in
operating activities of $7,815,000 was predominantly due to net
income for the period, and adjustments for non-cash items,
including fair value adjustments.
Net cash used in
investing activities of $1,386,000 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.
Net cash provided
by financing activities of $15,583,000 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.
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 allows 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, 2023, the Company issued 8,481,060 shares
under the 2021 ATM program. The common shares were issued at an
average price of $1.85 per share for aggregate gross proceeds of
$15,653,000. The Company also recognized issue costs of $355,000
related to its ATM share issuances which includes $313,000 of
commissions and $42,000 in other costs. Since launching the 2021
ATM Program, the Company has issued 23,364,222 shares under the ATM
at an average price of $1.88 per share for aggregate gross proceeds
of $43,828,000.
Also during the
first quarter of 2023, the Company received share issue proceeds of
$339,000 related to the issuance of 554,214 shares upon the
exercise of employee stock options.
Use of Proceeds
March 2021 Unit Financing
As disclosed in
the Company’s prospectus supplement to its 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 $89,196,000. 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.
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.
15
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
During the period
from the closing of the financing in September 2021 to March 31,
2023, 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 December 22,
2022, the Company entered into an agreement with BNS to extend the
maturity date of the Company’s credit facility to January 31,
2024 (‘2023 Credit Facility’). Under the 2023 Credit
Facility, the Company increased the facility by $992,000 to cover
additional standby letters of credit with respect to environmental
obligations related to the FFT activities at Wheeler River. The
Company now has access to letters of credit of up to $23,964,000,
which is fully utilized for non-financial letters of credit in
support of reclamation obligations. All other terms of the 2023
Credit Facility (tangible net worth covenant, pledged cash,
investments amount and security for the facility) remain unchanged
by the amendment – including a requirement to provide
$7,972,000 in cash collateral on deposit with BNS to maintain the
current letters of credit issued under the 2023 Credit
Facility.
TRANSACTIONS WITH RELATED PARTIES
Korea Electric Power Corporation (‘KEPCO’)
Denison and Korea
Hydro Nuclear Power Canada (‘KHNP Canada’) (which is an
indirect subsidiary of KEPCO through Korea Hydro Nuclear Power
(‘KHNP’)) are parties to the KHNP Strategic
Relationship Agreement, which provides for a long-term
collaborative business relationship between the parties and
includes a right of KHNP Canada to nominate one representative to
Denison’s Board of Directors provided that its shareholding
percentage is at least 5%.
KHNP Canada is
also the majority member of KWULP. KWULP is a consortium of
investors that holds the non-Denison owned interests in Waterbury
Lake Uranium Corporation and Waterbury Lake Uranium Limited
Partnership (‘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)
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
|
|
|
|
$
|
(1,098)
|
$
|
(1,623)
|
|
Share-based
compensation
|
|
|
|
|
|
(814)
|
|
(823)
|
|
|
|
|
|
|
$
|
(1,912)
|
$
|
(2,446)
|
The decrease in
salaries and short-term employee benefits awarded to key management
is predominantly driven by a decrease in bonus expense. During
2022, key management compensation included a special additional
bonus award granted to certain key management personnel in
recognition of the highly successful outcome of the novel 2021
project financing initiative whereby the Company acquired 2.5
million pounds U3O8 in physical
uranium holdings with the proceeds of March 2021 public offering
equity financing.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements.
16
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
OUTSTANDING SHARE DATA
Common Shares
At May 10, 2023,
there were 835,748,936 common shares issued and outstanding and a
total of 854,137,025 common shares on a fully-diluted
basis.
Stock Options and Share Units
At May 10, 2023,
there were 9,334,667 stock options, and 9,053,422 share units
outstanding.
OUTLOOK FOR 2023
At the end of the
first quarter of 2023, the plans for the remainder of the year
remain unchanged. Refer to the Company’s annual MD&A for
the year ended December 31, 2022 for a detailed discussion of the
previously disclosed 2023 budget.
|
(in
thousands)
|
|
2023 BUDGET
|
Actual to
March 31, 2023(2)
|
|
Mining Segment
|
|
|
|
|
Development &
Operations
|
|
(1,695)
|
(322)
|
|
Exploration
|
|
(7,964)
|
(3,916)
|
|
Evaluation
|
|
(27,260)
|
(3,025)
|
|
JCU Cash
Contributions
|
|
(3,146)
|
-
|
|
|
|
(40,065)
|
(7,263)
|
|
Closed Mines Segment
|
|
|
|
|
Closed Mines
Environmental Services
|
|
873
|
287
|
|
|
|
873
|
287
|
|
Corporate and Other Segment
|
|
|
|
|
Corporate
Administration & Other
|
|
(4,476)
|
(1,810)
|
|
|
|
(4,476)
|
(1,810)
|
|
Total(1)
|
|
$ (43,668)
|
$ (8,786)
|
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, 2023, actual amounts reported above includes capital additions
of $633,000, $270,000 in repayments from UI, and excludes
$2,976,000 net impact of non-cash items and other
adjustments.
QUALIFIED PERSON
Chad Sorba,
P.Geo., Denison’s Director Technical Services, 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):
17
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
●
For the Wheeler River
project, the ‘Prefeasibility Study Report for the Wheeler
River Uranium Project Saskatchewan, Canada’ dated October 30,
2018;
●
For the Waterbury Lake
project, ‘Preliminary Economic Assessment for the Tthe
Heldeth Túé (J Zone) Deposit, Waterbury Lake Property,
Northern Saskatchewan, Canada’ with an effective date of
October 30, 2020;
●
For the Midwest project,
‘Technical Report with an Updated Mineral Resource Estimate
for the Midwest Property, Northern Saskatchewan, Canada’
dated March 26, 2018; and
●
For the McClean Lake project,
(A) the ‘Technical Report on the Denison Mines Inc. Uranium
Properties, Saskatchewan, Canada’ dated November 21, 2005, as
revised February 16, 2006, (B) the ‘Technical Report on the
Sue D Uranium Deposit Mineral Resource Estimate, Saskatchewan,
Canada’ dated March 31, 2006, and (C) the ‘Technical
Report on the Mineral Resource Estimate for the McClean North
Uranium Deposits, Saskatchewan’ dated January 31,
2007.
ASSAY PROCEDURES AND DATA VERIFICATION
The Company
reports preliminary radiometric equivalent grades
(‘eU3O8’), derived
from a calibrated down-hole total gamma probe, during or upon
completion of its exploration programs and subsequently reports
definitive U3O8 assay grades
following sampling and chemical analysis of the mineralized drill
core. Uranium assays are performed on split core samples by the
Saskatchewan Research Council (‘SRC’) Geoanalytical
Laboratories using an ISO/IEC 17025:2005 accredited method for the
determination of U3O8 weight %. Sample
preparation involves crushing and pulverizing core samples to 90%
passing -106 microns. The resultant pulp is digested using
aqua-regia and the solution analyzed for U3O8 weight % using
ICP-OES. Geochemical results from composite core samples are
reported as parts per million (‘ppm’) obtained from a
partial HNO3:HCl digest with
an ICP-MS finish. Boron values are obtained through NaO2/NaCO3 fusion followed
by an ICP-OES finish. All data are subject to verification
procedures by qualified persons employed by Denison prior to
disclosure. For further details on Denison’s sampling,
analysis, quality assurance program and quality control measures
and data verification procedures please see Denison's Annual
Information Form dated March 27, 2023 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 2023 and
beyond; 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, including the
estimates of Denison's mineral reserves and mineral resources, and
statements regarding anticipated budgets, fees, expenditures and
timelines; statements regarding Denison’s FS and EA plans and
objectives; 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.
18
![]() |
MANAGEMENT’S
DISCUSSION & ANALYSIS
|
Denison believes
that the expectations reflected in this forward-looking information
are reasonable but no assurance can be given that these
expectations will prove to be accurate and results may differ
materially from those anticipated in this forward-looking
information. For a discussion 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 27, 2023 under the heading ‘Risk Factors’. These
factors are not, and should not be construed as being
exhaustive.
Accordingly,
readers should not place undue reliance on forward-looking
statements. The forward-looking information contained in this
MD&A is expressly qualified by this cautionary statement. Any
forward-looking information and the assumptions made with respect
thereto speaks only as of the date of this MD&A. Denison does
not undertake any obligation to publicly update or revise any
forward-looking information after the date of this MD&A to
conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable
legislation.
Cautionary Note to United States Investors
Concerning Estimates of Measured, Indicated and Inferred Mineral
Resources and Probable Mineral Reserves: This MD&A may
use the terms 'measured', 'indicated' and 'inferred' mineral
resources. United States investors are advised that while such
terms have been prepared in accordance with the definition
standards on mineral reserves of the Canadian Institute of Mining,
Metallurgy and Petroleum referred to in Canadian National
Instrument 43-101 Mineral Disclosure Standards (‘NI
43-101’) and are recognized and required by Canadian
regulations. Effective February 2019, the United States Securities
and Exchange Commission (‘SEC’) adopted amendments to
its disclosure rules to modernize the mineral property disclosure
requirements for issuers whose securities are registered with the
SEC under the Exchange Act and as a result, the SEC now recognizes
estimates of “measured mineral resources”,
“indicated mineral resources” and “inferred
mineral resources”. In addition, the SEC has amended its
definitions of “proven mineral reserves” and
“probable mineral reserves” to be “substantially
similar” to the corresponding definitions under the CIM
Standards, as required under NI 43-101. However, information
regarding mineral resources or mineral reserves in Denison’s
disclosure may not be comparable to similar information made public
by United States companies.
United States
investors are also cautioned that while the SEC now recognizes
‘indicated mineral resources’ and ‘inferred
mineral resources’, United
States investors are cautioned not to assume that all or any part
of measured or indicated mineral resources will ever be converted
into mineral reserves. United States investors are also cautioned
not to assume that all or any part of an inferred mineral resource
exists, or is economically or legally
mineable.
19
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, 2023.
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, 2023
and ended on March 31, 2023 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
May 10, 2023
(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, 2023.
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, 2023
and ended on March 31, 2023 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
Date:
May 10, 2023
(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
2023
Toronto, ON – May 10,
2023. 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, 2023. Both
documents will be available on the Company’s website
at www.denisonmines.com,
SEDAR (at www.sedar.com)
and EDGAR (at www.sec.gov/edgar.shtml).
The highlights provided below are derived from these documents and
should be read in conjunction with them. All amounts in this
release are in Canadian dollars unless otherwise
stated.
David Cates, President and CEO of Denison
commented, “Our Q1’2023 operational highlights
showcase the multiple facets that make up our dynamic
company. During the quarter at our flagship Wheeler River
project (‘Wheeler
River’), we
progressed our efforts on the Phoenix deposit
(‘Phoenix’) Feasibility Study (‘FS’),
incorporating results from the highly successful leaching and
neutralization phases of the Feasibility Field Test
(‘FFT’) completed in late 2022. With the FS
nearing completion, and the environmental assessment for Phoenix
progressing in parallel to our technical de-risking efforts over
the last several years, Phoenix remains squarely positioned to
become the next new uranium mine in the eastern portion of the
Athabasca Basin region.
We also reported notable news from other assets in our vast project
portfolio – including the discovery of high-grade uranium
mineralization at the Moon Lake South exploration project and
positive results from the completion of an internal concept study
(‘Concept Study’) for the use of the in-situ recovery
(‘ISR’) mining method at Denison’s 25.17% owned
Midwest development project (‘Midwest’). The
discovery at Moon Lake South is in the very early stages and
illustrates the untapped potential of our large exploration
property portfolio. Moon Lake South is a particularly
exciting property, given that it is nearly surrounded by Denison
controlled exploration properties and is adjacent to our flagship
Wheeler River property. At Midwest, we are collaborating with
our long-time joint venture partner Orano Canada Inc., to take
steps that could see Midwest emerge as another meaningful source of
low-cost future production for Denison. Based on the positive
results of the Concept Study,
the Midwest joint venture has approved a program and budget for
2023 that will support the further de-risking of the application of
the ISR mining method at Midwest, and which may result in the
completion of a Preliminary Economic Assessment
(‘PEA’).
With truly meaningful developments ahead on
multiple Denison projects and the uranium market benefiting from a
sustained stream of positive developments increasing projections of
global demand for nuclear power, Denison is well positioned to
offer investors unique leverage to the uranium market from our
multi-stage / multi-asset portfolio of high-grade Athabasca Basin
projects.”
Highlights
■
Completed an internal Concept Study examining the application of
the ISR mining method at Midwest
The
Company completed a Concept Study examining the potential
application of the ISR mining method at Midwest. The Concept Study
was prepared by Denison during 2022 and formally issued to the
Midwest Joint Venture (‘MWJV’) in early 2023. Based on
the positive results of the Concept Study, the MWJV has provided
Denison with approval to complete additional ISR-related work for
Midwest in 2023.
Evaluation
activities planned for Midwest during 2023 include the collection
of deposit-specific information and the completion of select
preliminary engineering studies to support the further evaluation
and de-risking of the key criteria required to further assess the
potential application of the ISR mining method, which may result in
the preparation of a PEA to support the development, if warranted,
of future field tests.
■
Discovered high-grade uranium mineralization at Moon Lake
South
In April 2023, Denison reported that drill hole
MS-23-10A intersected 1.38% eU3O8
over 8.7 metres (0.05%
eU3O8
cut-off), including a sub-interval
grading 2.88% eU3O8
over 3.1 metres, intersected
approximately 30 metres above the unconformity in the Athabasca
sandstone, as part of the recently completed winter exploration
program at the Moon Lake South property. Uranium mineralization was
encountered in four of the six drill holes completed during the
2023 winter exploration program, which was designed to evaluate the
strike length of low-grade mineralized occurrences identified in
the 2021 and 2016 drill programs.
1
■
Feasibility Study for Wheeler River Phoenix deposit on track for
completion by mid-2023
Feasibility
level engineering design, well field production modelling and cost
estimation for the application of ISR mining for the high-grade
Phoenix uranium deposit at Wheeler River progressed during the
first quarter of 2023, and is currently on track to support the
announcement of the results from the FS by mid-2023.
■
Released 2022 ESG report, highlighting progress on environmental,
social and governance initiatives
In
April 2023, Denison released its 2022 ESG Report, which provides
information on the Company’s environmental, social and
governance (‘ESG’) initiatives and demonstrates its
ongoing commitment to sustainability and transparency. Denison's
2022 ESG Report focuses on key ESG topics including the Company's
objective to maintain excellence in corporate governance practices,
"best in class" engagement with communities potentially impacted by
its activities, diversity in the Company's workforce, and robust
assessments of the environment and biodiversity in the regions
within which it operates.
About Denison
Denison Mines
Corp. was formed under the laws of Ontario and is a reporting
issuer in all Canadian provinces and territories. Denison’s
common shares are listed on the Toronto Stock Exchange 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, plus a 25.17% interest in the Midwest Main
and Midwest A deposits and a 67.41% interest in the Tthe Heldeth
Túé (‘THT’, formerly J Zone) and Huskie
deposits on the Waterbury Lake property. The Midwest Main, Midwest
A, THT and Huskie deposits are located within 20 kilometres of the
McClean Lake mill.
Through its
50% ownership of JCU, Denison holds additional interests in various
uranium project joint ventures in Canada, including the Millennium
project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%) and
Christie Lake (JCU, 34.4508%).
Denison’s
exploration portfolio includes further interests in properties
covering approximately 300,000 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 reclaimed 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 Chad Sorba, P.Geo., Denison’s Director, Technical
Services, and Andy Yackulic, P.Geo., Denison’s Director,
Exploration, who are both Qualified Persons in accordance with the
requirements of NI 43-101.
For more information, please contact
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David Cates
|
(416) 979-1991 ext.
362
|
|
President and Chief Executive
Officer
|
|
|
|
|
|
Mac McDonald
|
(416) 979-1991 ext.
242
|
|
Exec. Vice President &
Chief Financial Officer
|
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|
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Follow Denison on
Twitter
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@DenisonMinesCo
|
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain
information contained in this press release constitutes
‘forward-looking information’, within the meaning of
the applicable United States and Canadian legislation concerning
the business, operations and financial performance and condition of
Denison.
Generally, these
forward-looking statements can be identified by the use of
forward-looking terminology such as ‘plans’,
‘expects’, ‘budget’,
‘scheduled’, ‘estimates’,
‘forecasts’, ‘intends’,
‘anticipates’, or ‘believes’, or the
negatives and/or variations of such words and phrases, or state
that certain actions, events or results ‘may’,
‘could’, ‘would’, ‘might’ or
‘will be taken’, ‘occur’, ‘be
achieved’ or ‘has the potential to’.
In particular,
this press release contains forward-looking information pertaining
to the following: projections with respect to exploration,
development and expansion plans and objectives, including the
scope, objectives and interpretations of the technical de-risking
process for the proposed ISR operation for the Phoenix deposit,
including the FFT and metallurgical testing programs described
herein and the interpretation of the results therefrom;
expectations with respect to a FS for Phoenix; expectations
regarding regulatory applications and approvals and the elements
thereof, including the EIS; objectives and interpretations of the
Midwest Concept Study and any potential for further studies and/or
an EA; the Company’s ESG objectives; expectations regarding
the performance of the uranium market and global sentiment
regarding nuclear energy; expectations regarding Denison’s
joint venture ownership interests; and expectations regarding the
continuity of its agreements with third parties. 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 the Company’s Annual
Information Form dated March 27, 2023 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.
3

