UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
(Check One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the fiscal year ended: December 31, 2019
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Commission file number: 001-33414
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DENISON MINES CORP.
(Exact name of registrant as specified in its charter)
Ontario, Canada
(Province or other jurisdiction of incorporation or
organization)
1090
(Primary standard industrial classification code
number)
98-0622284
(I.R.S. employer identification number)
1100 – 40 University Avenue, Toronto, Ontario M5J 1T1 Canada;
Phone number: 416-979-1991
(Address and telephone number of registrant’s principal
executive offices)
C T Corporation System
28 Liberty Street
New York, NY 10005
Phone number: 212-894-8940
(Name, address and telephone number of agent for service in the
United States)
Securities registered pursuant to Section 12(b) of the
Act: Not applicable.
Securities registered pursuant to Section 12(g) of the
Act: Common shares without par value.
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: Not applicable.
For annual reports, indicate by check mark the information filed
with this form:
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☒ Annual
Information Form
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☒ Audited
Annual Financial Statements
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Indicate the
number of outstanding shares of each of the issuer’s classes
of capital or common stock as of the close of the period covered by
the annual report: 597,192,153 Common Shares as at
December 31, 2019.
Indicate by check
mark whether the registrant: (1) has filed all reports
required to be filed by Section 13(d) or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period
that the registrant has been required to file such reports); and
(2) has been subject to such filing requirements in the past
90 days.
Yes ☒ No
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Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes ☒ No
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 12b-2 of the Exchange Act.
Emerging growth
company ☐
If an emerging
growth company that prepares its financial statements in accordance
with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange
Act.
Yes ☐ No
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EXPLANATORY NOTE
Denison Mines Corp. (the
“Company”
or the “Registrant”) is an Ontario corporation eligible to
file its Annual Report pursuant to Section 13(a) of the United
States Securities Exchange Act of 1934, as amended (the
“Exchange Act”), on Form 40-F. The Registrant is a
“foreign private issuer” as defined in Rule 3b-4 under
the Exchange Act. Equity securities of the Registrant are
accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16
of the Exchange Act pursuant to Rule 3a12-3
thereunder.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance
with General Instruction B.(3) of Form 40-F, the Registrant files
herewith Exhibits 99.1 through 99.3 as set forth in the Exhibit
Index attached hereto.
In accordance
with General Instruction D.(9) of Form 40-F, the Company has filed
written consents of certain experts named in the foregoing Exhibits
as Exhibits 99.4 and 99.7 through 99.21, as set forth in the
Exhibit Index attached hereto.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain of the
information contained in this Annual Report on Form 40-F, including
the documents incorporated herein by reference, may contain
“forward-looking information”. Forward-looking
information and statements may include, among others, statements
regarding the future plans, costs, objectives or performance of the
Company, or the assumptions underlying any of the foregoing. In
this Annual Report on Form 40-F, words such as “may”,
“would”, “could”, “will”,
“likely”, “believe”, “expect”,
“anticipate”, “intend”, “plan”,
“estimate” and similar words and the negative form
thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. Forward-looking statements and
information are based on information available at the time and/or
management’s good-faith belief with respect to future events
and are subject to known or unknown risks, uncertainties and other
unpredictable factors, many of which are beyond the Company’s
control. These risks, uncertainties and assumptions include, but
are not limited to, those described under the section “Risk
Factors” in the Company’s Annual Information Form for
the fiscal year ended December 31, 2019 (the “AIF”), which is filed as Exhibit
99.3 to this Annual Report on Form 40-F, and could cause actual
events or results to differ materially from those projected in any
forward-looking statements.
The
Company’s forward-looking statements contained in the
exhibits incorporated by reference into this Annual Report on Form
40-F are made as of the respective dates set forth in such
exhibits. In preparing this Annual Report on Form 40-F, the Company
has not updated such forward-looking statements to reflect any
subsequent information, events or circumstances or otherwise, or
any change in management’s beliefs, expectations or opinions
that may have occurred prior to the date hereof, nor does the
Company assume any obligation to update such forward-looking
statements in the future, except as required by applicable
laws.
NOTE TO UNITED STATES READERS – DIFFERENCES IN UNITED STATES
AND CANADIAN REPORTING PRACTICES
The Registrant is
permitted, under a multijurisdictional disclosure system adopted by
the United States, to prepare this Annual Report on Form 40-F in
accordance with Canadian disclosure requirements, which are
different from those of the United States.
The Registrant
prepares its consolidated financial statements, which are filed
with this Annual Report on Form 40-F, in accordance with
International Financial Reporting Standards, as issued by the
International Accounting Standards Board (“IFRS”). IFRS
differ in some significant respects from United States generally
accepted accounting principles (“U.S. GAAP”), and thus the
Registrant’s financial statements may not be comparable to
the financial statements of United States companies. These
differences between IFRS and U.S. GAAP might be material to the
financial information presented in this Annual Report on Form 40-F.
In addition, differences may arise in subsequent periods related to
changes in IFRS or U.S. GAAP or due to new transactions that the
Registrant enters into. The Registrant is not required to prepare a
reconciliation of its consolidated financial statements and related
footnote disclosures between IFRS and U.S. GAAP and has not
quantified such differences.
RESOURCE AND RESERVE ESTIMATES
The terms
“mineral reserve”, “proven mineral reserve”
and “probable mineral reserve” are Canadian mining
terms as defined in accordance with National Instrument 43-101
– Standards of Disclosure for Mineral Projects
(“NI 43-101”),
which references the guidelines set out in the Canadian Institute
of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition
Standards on Mineral Resources and Mineral Reserves
(“CIM
Standards”), adopted by the CIM Council, as amended.
These definitions differ from the definitions in Industry Guide 7
(“Industry Guide
7”) under the United States Securities Act of 1933, as
amended. Under Industry Guide 7, mineralization may not be
classified as a “reserve” unless the determination has
been made that the mineralization could be economically and legally
produced or extracted at the time of the reserve determination.
Under Industry Guide 7 standards, a “final” or
“bankable” feasibility study is required to report
reserves, the three-year historical average price is used in any
reserve or cash flow analysis to designate reserves and the primary
environmental analysis or report must be filed with the appropriate
governmental authority. Denison has not prepared a feasibility
study for the purposes of NI 43-101 or the requirements of the SEC
in connection with its probable mineral reserves disclosure, and
therefore such mineral reserve disclosure is not comparable to
information from U.S. companies subject to the reporting and
disclosure requirements of the SEC. Further, until recently, the
SEC has not recognized the reporting of mineral deposits which do
not meet the Industry Guide 7 definition of “reserve”.
In addition, the terms “mineral resource”,
“measured mineral resource”, “indicated mineral
resource” and “inferred mineral resource” are
defined in and required to be disclosed by NI 43-101; however,
these terms are not defined terms under Industry Guide 7 and, until
recently, have not been permitted to be used in reports and
registration statements filed with the U.S. Securities and Exchange
Commission (the “SEC” or the “Commission”).
The SEC adopted
amendments to its disclosure rules to modernize the mineral
property disclosure requirements for issuers whose securities are
registered with the SEC under the Exchange Act. These amendments
became effective February 25, 2019 (the “SEC Modernization Rules”) with
compliance required for the first fiscal year beginning on or after
January 1, 2021. The SEC Modernization Rules replace the historical
disclosure requirements for mining registrants that were included
in SEC Industry Guide 7, which will be rescinded from and after the
required compliance date of the SEC Modernization Rules. As a
result of the adoption of the SEC Modernization Rules, the SEC now
recognizes estimates of “measured mineral resources”,
“indicated mineral resources” and “inferred
mineral resources”. In addition, the SEC has amended its
definitions of “proven mineral reserves” and
“probable mineral reserves” to be “substantially
similar” to the corresponding definitions under the CIM
Standards, as required under NI 43-101. Accordingly, during the
period leading up to the compliance date of the SEC Modernization
Rules, information regarding mineral resources or mineral reserves
contained or referenced in this Annual Report may not be comparable
to similar information made public by United States
companies.
United States
investors are cautioned that there are differences in the
definitions under the SEC Modernization Rules and the CIM
Standards. Accordingly, there is no assurance any mineral reserves
or mineral resources that the Company may report as “proven
mineral reserves”, “probable mineral reserves”,
“measured mineral resources”, “indicated mineral
resources” and “inferred mineral resources” under
NI 43-101 would be the same had the Company prepared the reserve or
resource estimates under the standards adopted under the SEC
Modernization Rules.
United States
investors are also cautioned that while the SEC will now recognize
“indicated mineral resources” and “inferred
mineral resources”, investors should not assume that any part
or all of the mineralization in these categories will ever be
converted into a higher category of mineral resources or into
mineral reserves. Mineralization described using these terms has a
greater amount of uncertainty as to their existence and feasibility
than mineralization that has been characterized as reserves.
Accordingly, investors are cautioned not to assume that any
“indicated mineral resources” or “inferred
mineral resources” that the Company reports are or will be
economically or legally mineable. Further, “inferred mineral
resources” have a greater amount of uncertainty as to their
existence and as to whether they can be mined legally or
economically. Therefore, United States investors are also cautioned
not to assume that all or any part of the “inferred mineral
resources” exist. In accordance with Canadian securities
laws, estimates of “inferred mineral resources” cannot
form the basis of feasibility or other economic studies, except in
limited circumstances where permitted under NI 43-101.
Accordingly,
information contained in this Annual Report on Form 40-F and the
documents incorporated by reference herein containing descriptions
of the Company’s mineral deposits may not be comparable to
similar information made public by U.S. companies subject to the
reporting and disclosure requirements under the United States
federal securities laws and the rules and regulations
thereunder.
CURRENCY
Unless otherwise
indicated, all dollar amounts in this Annual Report on Form 40-F
are in Canadian dollars. The daily exchange rate published by the
Bank of Canada for the exchange of Canadian dollars into United
States dollars on December 31, 2019, the last business day of
calendar 2019, was CDN$1.00 = U.S. $0.7699.
TAX MATTERS
Purchasing,
holding, or disposing of securities of the Registrant may have tax
consequences under the laws of the United States and Canada that
are not described in this Annual Report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
A.
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Evaluation of Disclosure Controls and Procedures
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The Company
maintains disclosure controls and procedures to ensure that
information required to be disclosed in the Company’s filings
under the Exchange Act, is recorded, processed, summarized and
reported in accordance with the requirements specified in the rules
and forms of the SEC. The Company carried out an evaluation, under
the supervision and with the participation of its management,
including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the
Company’s “disclosure controls and procedures”
(as defined in the Exchange Act Rule 13a-15(e)) as of the end
of the period covered by this report. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures as of
December 31, 2019 are effective to ensure that information required
to be disclosed by the Registrant in reports it files or submits
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules
and forms and is accumulated and communicated to the
Registrant’s management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
The
Company’s disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and, as
indicated in the preceding paragraph, the Chief Executive Officer
and Chief Financial Officer believe that the Company’s
disclosure controls and procedures are effective at that reasonable
assurance level, although the Chief Executive Officer and Chief
Financial Officer do not expect that the disclosure controls and
procedures will prevent or detect all errors and all
fraud.
It should be
noted that a control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. The Company will
continue to periodically review its disclosure controls and
procedures and may make such modifications from time to time as it
considers necessary.
B.
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Management’s Annual Report on Internal Control Over Financial
Reporting
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The
Company’s management is responsible for establishing and
maintaining an adequate system of internal control over financial
reporting. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of the Company’s financial reporting and the preparation of
financial statements for external purposes in accordance with
IFRS.
A company’s
internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a
material effect on the financial statements.
Management
conducted an assessment of the Company’s internal control
over financial reporting based on the framework established by the
Committee of Sponsoring Organizations of the Treadway Commission on
Internal Control — Integrated Framework (2013). Based on this
assessment, management concluded that, as of December 31, 2019, the
Company’s internal control over financial reporting is
effective.
It should be
noted that a control system, no matter how well conceived or
operated, can only provide reasonable, not absolute, assurance that
the objectives of the control system are met. The Company will
continue to periodically review its internal control over financial
reporting and may make such modifications from time to time as it
considers necessary.
C.
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Attestation Report of the Independent Registered Public Accounting
Firm
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The effectiveness
of the Registrant’s internal control over financial reporting
as of December 31, 2019 has been audited by PricewaterhouseCoopers
LLP, an Independent Registered Public Accounting Firm, as stated in
their report included with the Registrant’s Audited Financial
Statements, which are an exhibit to this Annual Report on Form
40-F.
D.
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Changes in Internal Control Over Financial Reporting
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There was no
change in the Company’s internal control over financial
reporting that occurred during the twelve month period covered by
this Annual Report on Form 40F that has materially affected, or is
reasonably likely to materially affect, the Company’s
internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
There were no
notices required by Rule 104 of Regulation BTR during the fiscal
year ended December 31, 2019, concerning any equity security
subject to a blackout period under Rule 101 of Regulation
BTR.
CORPORATE GOVERNANCE
The Company is
listed on the Toronto Stock Exchange (the “TSX”) and is required to describe
its practices and policies with regard to corporate governance with
specific reference to the corporate governance guidelines of the
Canadian Securities Administrators on an annual basis by way of a
corporate governance statement contained in the Company’s
Annual Information Form or Information Circular. The Company is
also listed on the NYSE American LLC (the “NYSE American”) and additionally
complies as necessary with the rules and guidelines of the NYSE
American as well as the SEC. The Company reviews its governance
practices on an ongoing basis to ensure it is in compliance with
the applicable laws, rules and guidelines both in Canada and in the
United States.
The
Company’s Board of Directors (the “Board”) is responsible for the
Company’s corporate governance policies and has separately
designated a standing Corporate Governance and Nominating
Committee. The Board has determined that the members of the
Corporate Governance and Nominating Committee are independent,
based on the criteria for independence and unrelatedness prescribed
by the Sarbanes-Oxley Act of 2002, Section 10A(m)(3), and the NYSE
American. Corporate governance relates to the activities of the
Board, the members of which are elected by and are accountable to
the shareholders, and takes into account the role of the senior
officers who are appointed by the Board and who are charged with
the day to day administration of the Company. The Board is
committed to sound corporate governance practices that are both in
the interest of its shareholders and contribute to effective and
efficient decision making.
BENEFIT PLAN BLACKOUT PERIODS
Not
applicable.
AUDIT COMMITTEE FINANCIAL EXPERT
The
Company’s Board of Directors has determined that all three
members of its Audit Committee (Ms. Catherine Stefan, Mr. Brian D.
Edgar and Ms. Patricia M. Volker) are audit committee financial
experts, within the meaning of paragraph 8(b) of General
Instruction B of Form 40-F, and are also independent within the
meaning of United States and Canadian securities regulations and
applicable stock exchange requirements. A description of the
education and experience of these persons is set forth in the table
below:
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Member Name
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Education & experience relevant to
performance of audit committee duties
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Catherine J.G.
Stefan,
Chair of the
Audit
Committee
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Chartered
Professional Accountant, Chartered Accountant
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B.Comm
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Held position of
Chief Operating Officer of O&Y Properties Inc., President of
Stefan & Associates and Executive Vice-President of Bramalea
Group, Chair, Tax Committee of the Canadian Institute of Public
Real Estate Companies (CIPREC).
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Brian D.
Edgar
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Law degree, with
extensive corporate finance experience
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Held positions in
a public company of Chairman since 2011 and President and Chief
Executive Officer from 2005 to 2011.
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Has served on
audit committees of a number of public companies
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Patricia M.
Volker
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Chartered
Professional Accountant, Chartered Accountant, Certified Management
Accountant
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Over 17 years of
service at the Chartered Professional Accountants of Ontario, the
self-regulating body for Ontario’s CPAs
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Has served and
chaired audit committees of a number of companies
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Through such
education and experience, each of these three members has
experience overseeing and assessing the performance of companies
and public accountants with respect to the preparation, auditing
and evaluation of financial statements, and has: (1) an
understanding of generally accepted accounting principles and
financial statements; (2) the ability to assess the general
application of such principles in connection with the accounting
for estimates, accruals and reserves; (3) experience preparing,
auditing, analyzing or evaluating financial statements that present
a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that
can reasonably be expected to be raised by the Company’s
financial statements; (4) an understanding of internal control over
financial reporting; and (5) an understanding of audit committee
functions.
The SEC has
provided that the designation of an audit committee financial
expert does not make him or her an “expert” for any
purpose, impose on him or her any duties, obligations or liability
that are greater than the duties, obligations or liability imposed
on him or her as a member of the Audit Committee and the Board in
the absence of such designation, or affect the duties, obligations
or liability of any other member of the Audit Committee or
Board.
CODE OF ETHICS
The Company has
adopted a code of ethics that applies to the Company’s
directors, officers and employees, including the Chief Executive
Officer, Chief Financial Officer, principal accounting officer or
controller, persons performing similar functions and other
officers, directors and employees of the Company. A current copy of
the amended code of ethics is on the Company’s website at
www.denisonmines.com. In the fiscal year ended December 31, 2019,
the Company has not made any amendment to a provision of its code
of ethics that applies to any of its Chief Executive Officer, Chief
Financial Officer, principal accounting officer or controller or
persons performing similar functions that relates to one or more of
the items set forth in paragraph (9)(b) of General Instruction B to
Form 40-F. In the fiscal year ended December 31, 2019, the Company
has not granted a waiver (including an implicit waiver) from a
provision of its code of ethics to any of its Chief Executive
Officer, Chief Financial Officer, principal accounting officer or
controller or persons performing similar functions that relates to
one or more of the items set forth in paragraph (9)(b) of General
Instruction B to Form 40-F.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following
table discloses the fees billed to the Company by its external
auditor during the last two financial years ended December 31, 2019
and 2018. Services were billed and paid in Canadian dollars and the
table below reflects amounts in Canadian dollars.
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Periods Ending
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Audit Fees(1)
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Audit Related Fees (2)
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Tax Fees (3)
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All Other Fees(4)
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December 31,
2018
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$
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171,434
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$
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123,994
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$
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0
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$
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0
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December 31,
2019
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$
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180,775
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$
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115,254
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$
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0
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$
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0
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Notes:
(1)
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The aggregate
fees billed for audit services of the Company’s consolidated
financial statements.
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(2)
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The aggregate
fees billed for assurance and related services that are reasonably
related to the performance of the audit or review of the
Company’s financial statements and are not disclosed in the
Audit Fees column. Fees relate to reviews of interim consolidated
financial statements and specified audit procedures not included as
part of the audit of the consolidated financial
statements.
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(3)
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The aggregate
fees billed for tax compliance, tax advice, and tax planning
services, such as transfer pricing and tax return
preparation.
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(4)
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The aggregate
fees billed for professional services other than those listed in
the other three columns.
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The
Company’s Audit Committee mandate and charter provides that
the Audit Committee shall (i) approve, prior to the auditor’s
audit, the auditor’s audit plan (including, without
limitation, staffing), the scope of the auditor’s review and
all related fees, and (ii) pre-approve any non-audit services
(including, without limitation, fees therefor) provided to the
Company or its subsidiaries by the auditor or any auditor of any
such subsidiary and shall consider whether these services are
compatible with the auditor’s independence, including,
without limitation, the nature and scope of the specific non-audit
services to be performed and whether the audit process would
require the auditor to review any advice rendered by the auditor in
connection with the provision of non-audit services.
The following
sets forth the percentage of services described above that were
approved by the audit committee pursuant to paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X:
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2018
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2019
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Audit Related
Fees:
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100%
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100%
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Tax
Fees:
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100%
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100%
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All Other
Fees:
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100%
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100%
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OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements at December 31, 2019
and at the date hereof.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
At December 31,
2019, the Company had a reclamation liability of $32,512,000,
consisting of $17,987,000 for Elliot Lake obligations, $14,503,000
for the McClean Lake and Midwest joint venture obligations and
$22,000 for other obligations. The Company maintains a trust fund
equal to the estimated reclamation spending for the succeeding six
calendar years, less interest expected to accrue on the funds, in
respect of its liability for Elliot Lake. At December 31, 2019, the
balance in the trust fund was $2,859,000. In addition, the Company
has pledged as collateral $9,135,000 of cash to support its standby
letters of credit from the Bank of Nova Scotia for the McClean and
Midwest reclamation obligations.
In addition, the
Company’s contractual obligations at December 31, 2019 are as
follows:
(in
thousands)
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Total
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1
Year
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2-3
Years
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4-5
Years
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After 5
Years
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Accounts payable and accrued
liabilities
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$
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7,930
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7,930
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-
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-
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-
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Lease
liabilities
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$
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899
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235
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353
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218
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93
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Debt
obligations
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$
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270
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235
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19
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16
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-
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IDENTIFICATION OF THE AUDIT COMMITTEE
The Company has a
separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act. The
committee members are Ms. Catherine J. G. Stefan, Mr. Brian D.
Edgar and Ms. Patricia M. Volker. For further information on these
members, see “Audit Committee Financial Experts”
above.
INTERACTIVE DATA FILE
An interactive
data file has been filed with the Consolidated Audited Financial
Statements for the Years Ended December 31, 2019 and 2018 on the
Company’s Form 6-K furnished to the Commission on March 6,
2020.
NYSE AMERICAN CORPORATE GOVERNANCE
The
Company’s common shares are listed on the NYSE American.
Section 110 of the NYSE American Company Guide permits the NYSE
American to consider the laws, customs and practices of foreign
issuers in relaxing certain NYSE American listing criteria, and to
grant exemptions from the NYSE American listing criteria based on
these considerations. An issuer seeking relief under these
provisions is required to provide written certification from
independent local counsel that the non-complying practice is not
prohibited by home country law. A description of the significant
ways in which the Company’s governance practices differ from
those followed by domestic companies pursuant to the NYSE American
standards is as follows:
Board Composition: The NYSE American
requires that a listed company have a Board of Directors consisting
of at least a majority of members who satisfy applicable
independence standards under Section 803 of the NYSE American
Company Guide (the “NYSE
American Independence Standard”). The Company’s
Board is currently composed of nine members, six of whom qualify as
independent under the NYSE American Company Guide and who meet the
NYSE American Independence Standard, namely Mses. Stefan and Volker
and Messrs. Dengler, Edgar, Hochstein and Rand. Denison’s
remaining three directors do not satisfy the NYSE American
Independence Standard, being Messrs. Cates, Lundin and
Park.
Shareholder Meeting Quorum Requirement:
The NYSE American minimum quorum requirement for a shareholder
meeting is one-third of the shares issued and outstanding and
entitled to vote for a meeting of a listed company’s
shareholders. The TSX does not specify a quorum requirement for a
meeting of a listed company’s shareholders. The
Company’s current required quorum at any meeting of
shareholders as set forth in the Company’s by-laws is two
persons present, each being a shareholder entitled to vote at the
meeting or a duly appointed proxyholder for an absent shareholder
so entitled, holding or representing in aggregate not less than 10%
of the shares of the Company entitled to be voted at the meeting.
The Company’s current quorum requirement is not prohibited
by, and does not constitute a breach of, the Business Corporations Act (Ontario)
(the “OBCA”),
applicable Canadian securities laws or the rules and policies of
the TSX.
Proxy Solicitation Requirement: The
NYSE American requires the solicitation of proxies and delivery of
proxy statements for all shareholder meetings of a listed company,
and requires that these proxies be solicited pursuant to a proxy
statement that conforms to the proxy rules of the U.S. Securities
and Exchange Commission. The Company is a foreign private issuer as
defined in Rule 3b-4 under the Exchange Act, and the equity
securities of the Company are accordingly exempt from the proxy
rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the
Exchange Act. The Company solicits proxies in accordance with the
OBCA, applicable Canadian securities laws and the rules and
policies of the TSX.
Shareholder Approval Requirements: The
NYSE American requires a listed company to obtain the approval of
its shareholders for certain types of securities issuances. One is
the sale of common shares (or securities convertible into common
shares) at a discount to officers or directors. The TSX rules
require shareholder approval for the issuance of shares to insiders
in private placements where insiders are being issued more than 10%
of the presently issued and outstanding shares. The NYSE American
also requires shareholder approval of private placements that may
result in the issuance of common shares (or securities convertible
into common shares) equal to 20% or more of presently outstanding
shares for less than the greater of book or market value of the
shares. There is no such requirement under Ontario law. The TSX
rules require shareholder approval for private placements that
materially affect control, or where more than 25% of presently
issued and outstanding shares will be issued at a discount to
market. The Company will seek a waiver from the NYSE American
shareholder approval requirement should a dilutive securities
issuance trigger such NYSE American shareholder approval
requirement in circumstances where such securities issuance does
not trigger a shareholder approval requirement under the rules of
the TSX.
Compensation Committee Requirements:
The NYSE American Company Guide requires that additional
independence criteria be applied to each member of the Compensation
Committee. The NYSE American Company Guide also mandates that the
Compensation Committee must have the authority to hire compensation
consultants, independent legal counsel and other compensation
advisors and exercise the sole responsibility to oversee the work
of any compensation advisors retained to advise the Compensation
Committee. In addition, before engaging a compensation advisor, the
Compensation Committee must consider at least six factors that
could potentially impact compensation advisor independence. The
Company follows Canadian Securities Administrators and TSX
requirements for Compensation Committee charters, independence and
authority. The Compensation Committee's Charter includes a
requirement that each member of the Compensation Committee be
independent and that the Compensation Committee have the authority
to retain outside advisors and determine the extent of funding
necessary for payment of consultants.
The foregoing are
consistent with the laws, customs and practices in
Canada.
In addition, the
Company may from time-to-time seek relief from the NYSE American
corporate governance requirements on specific transactions under
Section 110 of the NYSE American Company Guide by providing written
certification from independent local counsel that the non-complying
practice is not prohibited by its home country law, in which case,
the Company shall make the disclosure of such transactions
available on its website at www.denisonmines.com. Information
contained on, or accessible through, our website is not part of
this Annual Report on Form 40-F.
MINE SAFETY DISCLOSURE
Not
applicable.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Company
undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities
registered pursuant to Form 40-F; the securities in relation to
which the obligation to file an Annual Report on Form 40-F arises;
or transactions in said securities.
B.
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Consent to Service of Process
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The Company has
previously filed with the SEC a Form F-X in connection with its
common shares. Any change to the name or address of the
Company’s agent for service shall be communicated promptly to
the SEC by amendment to the Form F-X referencing the file number of
the Company.
SIGNATURES
Pursuant to the
requirements of the Exchange Act, the Company certifies that it
meets all of the requirements for filing on Form 40-F and has duly
caused this Annual Report on Form 40-F to be signed on its behalf
by the undersigned, thereto duly authorized.
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Registrant: DENISON
MINES CORP.
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By:
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/s/ David D. Cates
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Title:
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President and
Chief Executive Officer
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Date:
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March 13,
2020
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EXHIBIT INDEX
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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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99.6
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99.7
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99.8
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99.9
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99.10
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99.11
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99.12
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99.13
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99.14
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99.15
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99.16
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99.17
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99.18
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99.19
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99.20
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99.21
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101
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Interactive Data
Files with respect to the Consolidated Audited Financial Statements
for the Years Ended December 31, 2019 and 2018
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension
Schema
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101.CAL
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XBRL Taxonomy Extension Calculation
Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition
Linkbase
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101.LAB
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XBRL Taxonomy Extension Label
Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation
Linkbase
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Exhibit
99.1
Denison Mines
Corp.
2019 Annual Information Form
March 13, 2020
ABOUT THIS ANNUAL INFORMATION FORM
This annual
information form (“AIF”) is dated March 13, 2020.
Unless stated otherwise, all of the information in this AIF is
stated as at December 31, 2019.
This AIF has been
prepared in accordance with Canadian securities laws and contains
information regarding Denison’s history, business, mineral
reserves and resources, the regulatory environment in which Denison
does business, the risks that Denison faces and other important
information for Shareholders.
This AIF
incorporates by reference:
● Denison’s management
discussion and analysis (“MD&A”) for the year ended
December 31, 2019, which is available under the Company’s
profile on SEDAR (www.sedar.com) and on EDGAR
(www.sec.gov/edgar.shtml)
as an exhibit to the Company’s Form
40-F.
● Denison’s audited
consolidated financial statements for the year ended December 31,
2019, which are available on SEDAR and EDGAR as an exhibit to the
Company’s Form 40-F.
Financial Information
Unless otherwise
specified, all dollar amounts referred to in this AIF are stated in
Canadian dollars (“CAD”). References to
“US$” mean United States dollars.
Financial
information is derived from consolidated financial statements that
have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting
Standards Board.
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Table of
Contents
About this AIF
About Denison
Developments over the Last Three
Years
The Uranium
Industry
Mineral Resources and
Reserves
Mineral Properties
Athabasca Exploration: Sampling, Analysis and Data
Verification
Denison Operations
Manager of UPC
Denison Closed Mines Group
Environmental, Health and Safety Matters
Government Regulation
Risk Factors
Denison’s Securities
Denison’s Management
Legal and Regulatory Proceedings
Material Contracts
Names and Interests of Experts
Additional Information
Audit Committee Mandate
Glossary of Terms
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1
5
7
15
22
26
88
94
99
99
100
102
107
120
121
127
128
130
131
A
B
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Caution
about Forward-Looking Information
Certain
information contained in this AIF and
the documents incorporated by reference concerning the business,
operations and financial performance and condition of Denison
constitutes forward-looking information within the meaning of the
United States Private Securities Litigation
Reform Act of 1995 and similar
Canadian legislation.
Generally, the
use of words and phrases like "plans", "expects", "is expected",
"budget", "scheduled", "estimates", “forecasts", "intends",
"anticipates", or "believes", or the negatives and/or variations of
such words and phrases, or statements that certain actions, events
or results "may", "could", "would", "might" or "will" "be taken",
"occur", "be achieved" or “has the potential to” and
similar expressions are intended to identify forward-looking
information.
Forward-looking
information involves known and unknown risks, uncertainties,
material assumptions and other factors that may cause actual
results or events to differ materially from those expressed or
implied by such forward-looking statements.
2019 Annual Information Form
1
Denison
believes that the expectations and assumptions reflected in this
forward-looking information are reasonable, but no assurance can be
given that these expectations will prove to be correct.
Forward-looking information should not be unduly relied upon. This
information speaks only as of the date of this AIF, and Denison
will not necessarily update this information, unless required to do
so by securities laws.
Examples of Forward-Looking Information
This
AIF contains forward-looking information in a number of places,
including statements pertaining to Denison’s:
●
expectations
regarding raising capital
●
exploration, evaluation and development
plans and
objectives
●
plans for capital expenditure
programs, exploration and development expenditures and reclamation
costs and timing
●
results of its Wheeler River PFS and plans with
respect to the EA and FS
process (each as defined below)
●
expectations regarding the process for and receipt
of regulatory approvals, permits and licences under governmental and other applicable
regulatory regimes
●
estimates of
its mineral reserves and mineral resources
●
expectations about 2020 and future market prices, production
costs and global uranium supply and demand
●
expectations
regarding ongoing joint arrangements and Denison's share of
same
●
expectations regarding
additions to its mineral reserves and resources through
acquisitions and exploration
●
expectations regarding the
toll milling of
Cigar Lake
ores, and the relationships with its
contractual partners with respect thereto
●
future
royalty and tax payments and rates
●
expectations regarding possible impacts of
litigation and regulatory
actions
Statements
relating to "mineral resources" are deemed to be forward-looking
information, as they involve the implied assessment, based on
certain estimates and assumptions that the mineral resources
described can be profitably produced in the future.
Denison's actual results could differ materially
from those anticipated. Management has identified the following
risk factors which could have a material impact on the Company or
the trading price of its common shares (“Shares”):
●
the capital intensive nature
of mining industry and the uncertainty of funding
●
global
financial conditions, including market reaction to
COVID-19
●
the speculative nature of exploration and
development projects
●
the imprecision of mineral
reserve and resource estimates
●
the risks of,
and market impacts on, developing mineral properties
●
risks
associated with the selection of novel mining methods
●
dependence on obtaining
licenses, and other regulatory and policy risks
●
uncertainty
regarding engagement with Canada’s First Nations and
Métis
●
environment, health and
safety risks
●
global demand
and international trade restrictions
●
the impact of uranium price
volatility on the valuation of Denison’s mineral reserves and
resources and the market price of its
Shares
●
uncertainty
regarding public acceptance of nuclear energy and competition from
other energy sources
●
volatility in
the market price of the Company’s Shares
●
the risk of
dilution from future equity financings
●
dependence on
other operators of the Company’s projects
●
reliance on
contractors, experts and other third parties
●
the risk of failure to realize benefits
from transactions
●
the risk of Denison’s
inability to expand and replace its mineral reserves and
resources
●
competition
for properties
●
risk of
challenges to property title and/or contractual interests in
Denison’s properties
●
the risk of failure by Denison to meet its
obligations to its creditors
●
change of control
restrictions
●
uncertainty as to reclamation
and decommissioning liabilities and timing
●
potential for technical
innovation rendering Denison’s products and services
obsolete
●
liabilities inherent in
mining operations and the adequacy of insurance
coverage
●
the ability
of Denison to ensure compliance with anti-bribery and
anti-corruption laws
●
the
uncertainty regarding risks posed by climate change
●
the reliance
of the Company on its information systems and the risk of
cyber-attacks on those systems
●
dependence on
key personnel
●
potential
conflicts of interest for the Company’s directors who are
engaged in similar businesses
●
limitations
of disclosure and internal controls
●
the potential influence of Denison’s largest Shareholder,
Korea Electric Power Corporation (“KEPCO”)
and its subsidiary, Korea Hydro & Nuclear Power
(“KHNP”).
2019 Annual Information
Form 2
The
risk factors listed above are discussed in more detail later in
this AIF (see “Risk Factors”). The risk factors
discussed in this AIF are not, and should not be construed as
being, exhaustive.
Material assumptions
The
forward looking statements in this AIF and the documents
incorporated by reference are based on material assumptions,
including the following, which may prove to be
incorrect:
●
our budget,
including expected exploration levels and costs and the assumptions
regarding market conditions and other factors upon which we have
based our expenditure expectations
●
our ability
to continue as a going concern
●
our ability to obtain all necessary regulatory
approvals, permits and licences
for our planned activities under governmental and other applicable
regulatory regimes
●
our expectations regarding the demand for, and supply of, uranium,
the outlook for long-term contracting, changes in regulations,
public perception of nuclear power, and the construction of new and
relicensing of existing nuclear power plants
●
our
expectations regarding spot prices and realized prices for
uranium
●
our
expectations regarding tax rates, currency exchange rates and
interest rates
●
our
decommissioning and reclamation obligations and the status and
ongoing maintenance of agreements with third parties with respect
thereto
●
our mineral
reserve and resource estimates, and the assumptions upon which they
are based
●
our, and our
contractors’, ability to comply with current and future
environmental, safety and other regulatory requirements and to
obtain and maintain required regulatory approvals
●
our
operations are not significantly disrupted as a result of political
instability, nationalization, terrorism, sabotage, social or
political activism, breakdown, natural disasters, governmental or
political actions, litigation or arbitration proceedings, equipment
or infrastructure failure, labour shortages, transportation
disruptions or accidents, or other development or exploration
risks
A Note for US Investors Regarding Estimates of Measured, Indicated
and Inferred Mineral Resources and Probable Mineral
Reserves
This AIF uses the
terms “mineral resource”, “measured mineral
resource”, “indicated mineral resource” and
“inferred mineral resource”, which are Canadian mining
terms as defined in and required to be disclosed in accordance with
National Instrument 43-101 – Standards of Disclosure for
Mineral Projects (“NI
43-101”), which references the guidelines set out in
the Canadian Institute of Mining, Metallurgy and Petroleum (the
“CIM”) –
CIM Definition Standards on Mineral Resources and Mineral Reserves
(“CIM
Standards”), adopted by the CIM Council, as amended.
However, these terms are not defined terms under Industry Guide 7
(“Industry Guide
7”) under the United States Securities Act of 1933, as
amended, and, until recently, have not been permitted to be used in
reports and registration statements filed with the U.S. Securities
and Exchange Commission (the “SEC” or the “Commission”).
2019 Annual Information
Form 3
The terms
“mineral reserve”, “proven mineral reserve”
and “probable mineral reserve” are also Canadian mining
terms for the purposes of NI 43-101 and CIM Standards. These
definitions differ from the definitions in Industry Guide 7. Under
Industry Guide 7, mineralization may not be classified as a
“reserve” unless the determination has been made that
the mineralization could be economically and legally produced or
extracted at the time of the reserve determination. Under Industry
Guide 7 standards, a “final” or “bankable”
feasibility study is required to report reserves, the three-year
historical average price is used in any reserve or cash flow
analysis to designate reserves and the primary environmental
analysis or report must be filed with the appropriate governmental
authority. Denison has not prepared a feasibility study for the
purposes of NI 43-101 or the requirements of the SEC in connection
with its probable mineral reserves disclosure, and therefore such
mineral reserve disclosure is not comparable to information from
U.S. companies subject to the reporting and disclosure requirements
of the SEC. Further, until recently, the SEC has not recognized the
reporting of mineral deposits which do not meet the Industry Guide
7 definition of “reserve”.
The SEC adopted
amendments to its disclosure rules to modernize the mineral
property disclosure requirements for issuers whose securities are
registered with the SEC under the Exchange Act. These amendments
became effective February 25, 2019 (the “SEC Modernization Rules”) with
compliance required for the first fiscal year beginning on or after
January 1, 2021. The SEC Modernization Rules replace the historical
disclosure requirements for mining registrants that were included
in SEC Industry Guide 7, which will be rescinded from and after the
required compliance date of the SEC Modernization Rules. As a
result of the adoption of the SEC Modernization Rules, the SEC now
recognizes estimates of “measured mineral resources”,
“indicated mineral resources” and “inferred
mineral resources”. In addition, the SEC has amended its
definitions of “proven mineral reserves” and
“probable mineral reserves” to be “substantially
similar” to the corresponding definitions under the CIM
Standards, as required under NI 43-101. Accordingly, during the
period leading up to the compliance date of the SEC Modernization
Rules, information regarding mineral resources or mineral reserves
contained or referenced in this Annual Report may not be comparable
to similar information made public by United States
companies.
United States
investors are cautioned that there are differences in the
definitions under the SEC Modernization Rules and the CIM
Standards. Accordingly, there is no assurance any mineral reserves
or mineral resources that the Company may report as “proven
mineral reserves”, “probable mineral reserves”,
“measured mineral resources”, “indicated mineral
resources” and “inferred mineral resources” under
NI 43-101 would be the same had the Company prepared the reserve or
resource estimates under the standards adopted under the SEC
Modernization Rules.
United States
investors are also cautioned that while the SEC will now recognize
“indicated mineral resources” and “inferred
mineral resources”, investors should not assume that any part
or all of the mineralization in these categories will ever be
converted into a higher category of mineral resources or into
mineral reserves. Mineralization described using these terms has a
greater amount of uncertainty as to their existence and feasibility
than mineralization that has been characterized as reserves.
Accordingly, investors are cautioned not to assume that any
“indicated mineral resources” or “inferred
mineral resources” that the Company reports are or will be
economically or legally mineable. Further, “inferred mineral
resources” have a greater amount of uncertainty as to their
existence and as to whether they can be mined legally or
economically. Therefore, United States investors are also cautioned
not to assume that all or any part of the “inferred mineral
resources” exist. In accordance with Canadian securities
laws, estimates of “inferred mineral resources” cannot
form the basis of feasibility or other economic studies, except in
limited circumstances where permitted under NI 43-101.
Accordingly,
information contained in this AIF and the documents incorporated by
reference herein containing descriptions of the Company’s
mineral deposits may not be comparable to similar information made
public by U.S. companies subject to the reporting and disclosure
requirements under the United States federal securities laws and
the rules and regulations thereunder.
2019 Annual Information
Form 4
ABOUT DENISON
Denison Mines
Corp. is primarily engaged in uranium exploration and development.
The registered and head office of Denison is located at 1100
– 40 University Avenue, Toronto, Ontario, M5J 1T1, Canada.
Denison’s website address is www.denisonmines.com.
At the end of 2019, Denison had a total of 65 active employees, all
of whom were employed in Canada. None of the Company’s
employees are unionized.
The Shares are listed on the Toronto Stock
Exchange (“TSX”)
under the symbol “DML” and on the NYSE American under
the symbol “DNN.” Computershare Investor Services Inc.
acts as the registrar and transfer agent for the Shares. The
address for Computershare Investor Services Inc. is 100 University
Avenue, 8th Floor, Toronto, ON, M5J 2Y1, Canada, and the telephone
number is 1-800-564-6253.
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In this AIF, Denison or the Company means Denison Mines Corp.,
Shareholders means holders
of Denison’s common shares and Shares means Denison’s common
shares.
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Denison is a
reporting issuer in all of the Canadian provinces. The Shares are
also registered under the United States Securities Exchange Act of 1934, as
amended, and Denison files periodic reports with the United States
Securities and Exchange Commission.
Denison’s Structure
Denison conducts
its business through a number of subsidiaries. The following is a
diagram depicting the corporate structure of Denison and its active
subsidiaries as at December 31, 2019, including the name,
jurisdiction of incorporation and proportion of ownership interest
in each.
Denison also owns
a number of inactive subsidiaries which have no liabilities or
assets and do not engage in any business activities.
2019 Annual Information
Form 5
Denison Asset Overview
Uranium Exploration and Development
Denison’s uranium exploration properties
are principally held directly by the Company or indirectly through
Denison Mines Inc. (“DMI”), Denison Waterbury Corp. and
Denison AB Holdings Corp.
Denison’s Key Assets - In the Athabasca Basin in Northern
Saskatchewan:
● A 90% interest in, and
operator of, the Wheeler River Uranium project, which is host to
the high-grade Phoenix and Gryphon uranium deposits –
together representing the largest undeveloped uranium project in
the infrastructure rich eastern Athabasca Basin.
● A 66.57% interest in, and
operator of, the Waterbury Lake project, which includes the J Zone
and Huskie deposits.
● A 22.50% interest in the
McClean Lake uranium processing facility and uranium deposits,
through its interest in the McClean Lake Joint Venture
(“MLJV”)
operated by Orano Canada Inc. (“Orano Canada”).
● A 25.17% interest in the
Midwest uranium project, operated by Orano Canada, which is host to
the Midwest Main and Midwest A deposits.
● An extensive portfolio of
exploration properties located in the Athabasca Basin.
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Services
The Company
generates cash flow through the following areas of its
business:
(i)
Management of Uranium
Participation Corporation (“UPC”)
Pursuant to a
management services agreement, DMI serves as the manager of UPC, a
publicly-traded company listed on the TSX under the symbol
“U”, which invests in uranium oxide in concentrates
(U3O8) and uranium
hexafluoride (UF6).
(ii)
Denison’s Closed Mines
division (formerly Denison Environmental Services)
Denison provides
mine care & maintenance services to third party
customers.
Toll Milling
Denison is a
party to a toll-milling arrangement through its 22.50% interest in
the MLJV, whereby ore is processed for the Cigar Lake Joint Venture
(“CLJV”) at the
McClean Lake processing facility (the “Cigar Toll Milling”). In February
2017, Denison completed a financing (the “APG Transaction”) with Anglo
Pacific Group PLC ("APG")
and its wholly owned subsidiary Centaurus Royalties Ltd. for gross
proceeds to Denison of $43,500,000. The APG Transaction monetized a
portion of Denison’s future share of the Cigar Toll Milling,
providing Denison with the financial flexibility to advance its
interests in the Athabasca Basin, including the Wheeler River
project.
2019 Annual Information
Form
6
While the APG
Transaction monetized certain future toll milling receipts from the
Cigar Toll Milling, Denison retains a 22.5% strategic ownership
stake in the MLJV and McClean Lake processing facility. See
“Denison’s Operations – Cigar Lake Toll Milling
– APG Transaction”.
The Formation of Denison
Denison was
formed by articles of amalgamation as International Uranium
Corporation (“IUC”) effective May 9, 1997
pursuant to the Business
Corporations Act (Ontario) (the “OBCA”). On December 1, 2006, IUC
combined its business and operations with DMI, by plan of
arrangement under the OBCA (the “IUC Arrangement”). Pursuant to the
IUC Arrangement, all of the issued and outstanding shares of DMI
were acquired in exchange for IUC’s shares. Effective
December 1, 2006, IUC’s articles were amended to change its
name to “Denison Mines Corp.”
Through its 2013 acquisitions of JNR Resources
Inc. (“JNR”), Fission Energy Corp.
(“Fission”) and Rockgate Capital Corp.
(“Rockgate”) and its 2014 acquisition of International
Enexco Limited (“IEC”), Denison increased its project portfolio
in Canada, primarily in the Athabasca Basin.
In 2015 and 2016, Denison worked to further
achieve its objective of focusing on its core activities in the
Athabasca Basin, completing the sale of its interest in the Gurvan
Saihan Joint Venture in Mongolia to Uranium Industry a.s.
(“UI”) in 2015 (the “Mongolia
Transaction”) and
completing a transaction with GoviEx Uranium Inc.
(“GoviEx”) in 2016 to combine their respective
African uranium mineral interests, with GoviEx acquiring
Denison’s uranium mineral interests in Zambia, Mali and
Namibia. See “Legal and Regulatory Proceedings” for
more information on the Mongolia Transaction.
DEVELOPMENTS OVER THE LAST THREE YEARS
2017…
In January,
Denison executed an agreement with the partners of the Wheeler
River Joint Venture ("WRJV")
that was expected to increase Denison's ownership of the Wheeler
River project to up to approximately 66% by the end of 2018. At
that time, the WRJV was a joint venture between Denison as operator
(60.0% interest, which is now a 90.0% interest), Cameco Corporation
("Cameco") (30.0% interest,
which is now a 0.0% interest), and JCU (Canada) Exploration Limited
("JCU") (10.0% interest)
(collectively, the "WRJV
Parties"). Under the terms of the agreement, the WRJV
Parties agreed to allow for a one-time election by Cameco to fund
50% of its ordinary share (30%) of joint venture expenses in 2017
and 2018. The shortfall in Cameco's contribution would be funded by
Denison, in exchange for a transfer to Denison of a portion of
Cameco's interest in the WRJV. Accordingly, Denison's share of
joint venture expenses was to be 75% in 2017 and 2018, and Cameco
and JCU's share of joint venture expenses was to be 15% and 10%,
respectively. See “Mineral Properties – Wheeler
River”.
Also in January,
UI and Denison entered into an extension agreement (the
“Extension
Agreement”), pursuant to which it was agreed that the
payment deadline for the contingent payments due for the Mongolia
Transaction under the Amended and Restated Share Purchase Agreement
between Denison and UI dated November 25, 2015 (the
“GSJV Purchase
Agreement”) would be extended from November 2016 to
July 2017, provided that the outstanding amount would bear interest
at a rate of 5% per annum, payable monthly in arrears. The
contingent payments had become payable after the Mongolian
government (through the Mineral Resource Authority of Mongolia)
formally issued the mining license certificates for the Hairhan,
Haraat, Gurvan Saihan and Ulzit projects in September 2016. The
first payment under the Extension Agreement was due on or before
January 31, 2017. The required payments were not made and UI is in
default of its obligations under the Extension Agreement and GSJV
Purchase Agreement. For further updates, see below in this section
and in “Legal and Regulatory Proceedings”.
2019 Annual Information
Form
7
In February,
Denison completed the APG Transaction for gross proceeds to Denison
of $43,500,000. See “Denison’s Operations – Cigar
Lake Toll Milling – APG Transaction”.
Co-ordinated with
the closing of the APG Transaction, the maturity date under the
credit facility with the Bank of Nova Scotia (the
“Credit
Facility”) was extended to January 31, 2018 and
the terms of the Credit Facility were amended to reflect certain
changes required to facilitate an inter-creditor agreement between
BNS and the parties to the APG Transaction. Amongst those changes,
BNS and DMI agreed to replace a restrictive covenant to maintain
$5,000,000 on deposit with BNS with a pledge of $9,000,000 in
restricted cash or GIC's as collateral. Under the amended Credit
Facility, Denison will pay letter of credit fees of 0.4% on the
first $9,000,000 of credit utilized under the facility (associated
with the restricted cash), and 2.4% on the remaining $15,000,000 of
letters of credit issued thereunder.
Also in February,
Mr. Kwang Hee Jeong was appointed to the Board as KHNP
Canada’s representative.
In March, Denison
closed a private placement share offering, under which the Company
issued, in aggregate, 18,337,000 Shares of Denison for gross
proceeds of $20,000,290. The aggregate share offering was comprised
of the following three elements: (a) a “Common Share”
offering which consisted of 5,790,000 Shares at a price of $0.95
per Share for gross proceeds of $5,500,500; (b) a “Tranche A
Flow-Through” offering which consisted of 8,482,000 Shares
issued on a “flow-through” basis at a price of $1.12
per Share for gross proceeds of $9,499,840; and (c) a
“Tranche B Flow-Through” offering which consisted of
4,065,000 Shares issued on a “flow-through” basis at a
price of $1.23 per Share for gross proceeds of
$4,999,950.
In April, Denison
completed its winter exploration drilling in the Athabasca Basin.
At Wheeler River, the winter 2017 drilling program was focused on
two objectives: (1) continued infill and delineation drilling of
the Gryphon deposit, in order to upgrade the estimated inferred
resources to an indicated level of confidence, and (2) exploration
drilling outside of the current resources estimated for the Gryphon
deposit, with the aim of discovering additional resources. The
winter 2017 drilling program at Wheeler River was completed with a
total of 14,732 metres drilled in 26 holes. Drilling results at
Wheeler River included intersections of high-grade mineralization
within the D Series lenses of mineralization, located within 200
metres north and northwest of the Gryphon deposit. Other notable
winter results included high grade intersections from infill
drilling within the Gryphon deposit’s A, B and C series
lenses, where 17 drill holes, totaling approximately 8,402 metres,
were completed as part of the winter 2017 program. Winter drilling
programs were also completed by the Company at Waterbury Lake (9
holes, 4,803 metres), Murphy Lake (9 holes, 3,433 metres) and
Crawford Lake (1 hole, 519 metres). A further 5,029 metres of
drilling was completed in 17 holes on the Wolly project by Orano
Canada.
In July, Denison
announced that Denison Environmental Services (now Denison’s
Closed Mines Group) had entered into a new two-year services
agreement with Rio Algom Limited (“Rio Algom”), which is a subsidiary
of BHP Billiton Limited (“BHP”). Pursuant to the agreement,
Denison was responsible for the management and operation of nine
decommissioned mine sites in Ontario and two in Quebec from July 1,
2017 to June 30, 2019. See “Developments Over the Last Three
Years – 2019…” for details of the
agreement’s renewal.
2019 Annual Information
Form
8
In September,
Denison reported the completion of the summer exploration drilling
program at the Waterbury Lake project. The summer 2017 drill
program at Waterbury Lake commenced in late July and was highly
successful, returning several high-grade uranium intersections from
a target area located approximately 1.5 kilometres to the northeast
of the property’s J Zone uranium deposit. Following the
discovery of uranium mineralization in the first four drill holes
of the program, the scope of the program was increased in late
August to allow for a total of 9 drill holes. Of the eight drill
holes designed to test for basement-hosted mineralization, seven
holes intersected significant mineralization, including 9.1%
U3O8 over 3.7 metres (drill hole
WAT17-446A), 1.7% U3O8 over
7.5 metres (drill hole WAT17-449) and 1.5% U3O8 over 4.5 metres; (drill hole
WAT17-450A). Taken
together, the summer program included a total of 3,722 metres
drilled and resulted in the wide-spaced definition (approximately
50 x 50 metre drill hole spacing) of a significant zone of entirely
basement-hosted mineralization with geological features consistent
with basement-hosted deposits in the Athabasca Basin. This new zone
of mineralization at the Waterbury Lake project became known as the
“Huskie” zone.
Also in
September, Denison and KHNP Canada entered into an amended and
restated strategic relationship agreement dated September 19, 2017
(the “KHNP
SRA”), on substantially similar terms as the prior
strategic relationship agreement with KEPCO. The KHNP SRA was
entered into in connection with the December 2016 transfer by KEPCO
of substantially all of its indirect ownership of Denison’s
Shares to KHNP Canada. See “Risk Factors – Potential
Influence of KEPCO and KHNP”.
In November, the
Company announced the completion of the summer 2017 drilling
program at the Wheeler River project, including a total of 64 drill
holes (totalling 29,224 metres). The drilling program was focused
within, and in the immediate vicinity of, the Gryphon deposit ahead
of a planned update to the mineral resource estimate for the
property. Highlights from the summer drilling program included: (1)
expansion of high-grade mineralization within the D series lenses;
(2) discovery and expansion of the E series lenses both at the
unconformity and within the upper basement; and (3) expansion of
the A and B series lenses both up-dip and down dip. The Company
also successfully completed the definition drilling program on the
Gryphon deposit’s A, B and C series lenses, with the
objective of increasing the confidence of the previously estimated
mineral resources from an inferred to indicated level. A summer
drilling program was also completed by the Company at Crawford Lake
(4 holes, 2,068 metres) and a further 5,870 metres of drilling was
completed in 20 holes on the McClean project by Orano
Canada.
In December, the
Company filed a Request for Arbitration under the Arbitration Rules
of the London Court of International Arbitration against UI in
connection with the continued failure of UI to pay to the Company
the contingent consideration payable under the GSJV Purchase
Agreement and the Extension Agreement, with respect to the Mongolia
Transaction. See “Legal and Regulatory
Proceedings”.
2018…
In January, the
Company amended and extended its Credit Facility to January 31,
2019.
Also in January,
Denison announced an 88% increase in the indicated mineral
resources estimated for the Wheeler River project with the
completion of an updated mineral resource estimate for the Gryphon
deposit at Wheeler River. The Gryphon deposit is estimated to
contain, above a cut-off grade of 0.2% U3O8, 61.9 million
pounds of U3O8 (1,643,000 tonnes
at 1.71% U3O8) in indicated
mineral resources, plus 1.9 million pounds of U3O8 (73,000 tonnes at
1.18% U3O8) in inferred
mineral resources. By comparison, the maiden mineral resource
estimate, completed in September 2015, was comprised of inferred
mineral resources of 43.0 million pounds of U3O8 above a cut-off
grade of 0.2% U3O8 (834,000 tonnes
at 2.3% U3O8). Together,
Wheeler River is now host to 132.1 million pounds U3O8 (1,809,000 tonnes
at an average grade of 3.3%) in total indicated mineral resources.
Following the mineral resource update, Wheeler River retained and
improved its standing as the largest undeveloped high-grade uranium
project in the infrastructure rich eastern portion of the Athabasca
Basin. In March, Denison filed a technical report containing the
updated mineral resource estimate for the Wheeler River property.
See “Mineral Properties – Wheeler
River”.
2019 Annual Information
Form
9
In March, Denison
also completed a review of an updated mineral resource estimate for
the Midwest project. The review resulted in the estimation of (a)
inferred mineral resources on the property increasing to 18.2
million pounds of U3O8 (100% basis;
above a cut-off grade of 0.1% U3O8), an increase of
13.5 million pounds of U3O8 from the prior
estimate; and (b) indicated mineral resources increasing to 50.78
million pounds U3O8 (100% basis;
above a cut-off grade of 0.1% U3O8), an increase of
2.08 million pounds U3O8 from the prior
estimate. A technical report was filed on March 27, 2018. See
“Mineral Properties – Midwest”.
In April, Denison
further amended the Credit Facility to accommodate the Company's
change in financial statement presentation currency to Canadian
dollars. The covenant in the Credit Facility to maintain a
specified level of tangible net worth was changed to $131,000,000
(from US$150,000,000).
Also in April,
the Company reported the completion of the winter drilling program
at the Wheeler River project, including the discovery of high-grade
uranium mineralization 600 metres and 1 kilometre to the northeast
of the Gryphon uranium deposit. High-grade intercepts were obtained
at the sub-Athabasca unconformity along the K-North trend from
reconnaissance drill fences spaced 200 metres apart. The results
were confirmed by chemical assays announced on June 6, 2018, which
included 1.4% U3O8 over 5.5 metres
(including 7.2% U3O8 over 1.0 metre)
in drill hole WR-704, located 600 metres northeast of Gryphon; and
1.1% U3O8 over 3.0 metres
(including 2.8% U3O8 over 1.0 metre)
in drill hole WR-710D1, located 1 kilometre northeast of Gryphon.
The winter drilling program at Wheeler included 21,153 metres
drilled in 29 diamond drill holes, largely focused on step-out
drilling along strike of the Gryphon deposit and reconnaissance
level regional exploration along the K-North and K-West
trend.
And in April,
Denison reported the expansion of the Huskie zone on the Waterbury
Lake project, with the receipt of U3O8 chemical assay
results from the Company's winter 2018 diamond drilling program.
The results were highlighted by the following intercepts: 4.5%
U3O8 over 6.0 metres
(including 5.8% U3O8 over 4.5 metres),
and 0.57% U3O8 over 6.3 metres
(including 1.9% U3O8 over 1.0 metre)
in drill hole WAT18-452; and 0.62% U3O8 over 1.0 metre in
drill hole WAT18-460A. The winter drilling program involved 9,794
metres of diamond drilling in 19 drill holes, and was focused on 50
metre step-out drilling along strike and down-dip of the Huskie
zone, as well as wider-spaced reconnaissance drilling to the west
along the geological trend.
In May, Denison
announced the results of its Annual General Shareholders Meeting,
which included the ratification and approval of the Company’s
new Share Unit Plan and the previous grants of share units
thereunder.
In August,
changes were made to the composition of the Company’s Board
of Directors, with the appointment to the Board of David Cates, the
Company’s President and Chief Executive Officer, Jack Lundin,
Moo Hwan Seo and Patricia Volker. At that time, the Company
accepted the resignation of Kwang-Hee Jeong and Lukas Lundin. In
addition, Catherine Stefan, previously serving as the
Company’s independent Lead Director, was appointed Chair of
the Board.
2019 Annual Information
Form
10
In September,
Denison entered into an agreement with Cameco, pursuant to which
Denison would increase its ownership interest in the Wheeler River
project to 90% through the acquisition of 100% of Cameco’s
minority interest in the WRJV (subject to certain rights of first
refusal in favour of JCU pursuant to the WRJV joint venture
agreement) in exchange for the issuance to Cameco of 24,615,000
Shares of Denison. JCU waived its rights under the WRJV joint
venture agreement to acquire any of Cameco’s interest, and
Denison’s acquisition of Cameco’s interest was
completed effective October 26, 2018 (the “Cameco Transaction”). See
“Mineral Properties – Wheeler
River”.
Also in
September, Denison announced the appointment of Tim Gabruch as the
Corporation’s Vice President Commercial.
And in September,
Denison reported a new discovery of uranium mineralization on the
Company's Waterbury Lake project. Basement-hosted uranium
mineralization was intersected in two drill holes, approximately
three kilometres northeast of the project's Huskie deposit,
returning mineralized assay intervals of 0.43% U3O8 over 1.0 metre
(including 0.73% U3O8 over 0.5 metres)
in drill hole WAT18-478 and 0.45% U3O8 over 0.5 metre as
well as 0.31% U3O8 over 0.5 metre
and 0.20% U3O8 over 0.5 metre in
drill hole WAT18-479. The zone of mineralization was subsequently
named the GB zone.
In September,
Denison announced the results of the Pre-Feasibility Study
(“PFS”) for the
Wheeler River project. The PFS was completed in accordance with NI
43-101 and is highlighted by the selection of the in-situ recovery
("ISR") mining method for
the development of the high-grade Phoenix deposit
(“Phoenix”),
with an estimated average operating cost of $4.33 (US$3.33) per
pound U3O8. The PFS
considers the potential economic merit of co-developing the Phoenix
and Gryphon deposits. The ISR mining operation planned for Phoenix,
would see associated processing to a finished product occurring at
a plant to be built on site at Wheeler River. The Gryphon deposit
is designed as an underground mining operation, utilizing a
conventional long hole mining approach with processing of mine
production assumed at Denison's 22.5% owned McClean Lake mill.
Taken together, the project is estimated to have mine production of
109.4 million pounds U3O8 over a 14-year
mine life, with a base case pre-tax Net Present Value
("NPV") of $1.31 billion (8%
discount rate), Internal Rate of Return ("IRR") of 38.7%, and initial
pre-production capital expenditures of $322.5 million. The
base-case economic analysis assumes uranium sales are made at UxC
Consulting Company, LLC's ("UxC") annual estimated spot price
(composite mid-point scenario) for mine production from Phoenix
(from ~US$29/lb U3O8 to US$45/lb
U3O8), and a fixed
price for mine production from the Gryphon deposit (US$50/lb
U3O8). The PFS is
prepared on a project (100% ownership) and pre-tax basis, as each
partner to the WRJV is subject to different tax and other
obligations. The technical report in support of the PFS was filed
on October 30, 2018. See “Mineral Properties – Wheeler
River”.
In November,
Denison reported that it had completed a maiden mineral resource
estimate for the Huskie basement-hosted uranium deposit in
accordance with NI 43-101 and CIM Definitions (2014), which was
reviewed and audited by SRK Consulting (Canada) Inc.
(“SRK”). The
result was an inferred mineral resource estimate of 5.7 million
pounds of U3O8 (above a cut-off
grade of 0.1% U3O8) based on 268,000
tonnes of mineralization at an average grade of 0.96% U3O8. The updated
technical report for Waterbury, including the Huskie mineral
resource estimate, was filed on December 21, 2018. See
“Mineral Properties – Waterbury
Lake”.
2019 Annual Information
Form
11
Also in November,
Denison reported the discovery of unconformity uranium and base
metals mineralization on the K West trend at Wheeler River.
Highlights from the Company's summer 2018 diamond drilling program
at Wheeler River included drill hole WR-733D1, which returned 0.30%
U3O8, 4.7% Co, 3.7% Ni
and 0.55% Cu at the unconformity on the K West trend, approximately
500 metres west of the parallel K North trend, which hosts the
Gryphon deposit.
And in November,
Denison announced the completion of a private placement offering
(the "2018 Offering") of
Shares issued on a "flow-through" basis pursuant to the
Income Tax Act (Canada).
The Company issued 4,950,495 Shares, at a price of $1.01 per Share,
for total gross proceeds of approximately $5,000,000. The gross
proceeds of the financing were used to fund expenses related to the
Company's exploration activities in 2019.
In December, the
Company's Board of Directors and the WRJV each approved the
advancement of the Wheeler River project, following a detailed
assessment of the robust economic results demonstrated in the
PFS.
2019…
In January, the
Company amended and extended its Credit Facility to January 31,
2020.
In March, Mr. Moo
Hwan Seo resigned from the Board. Mr. Geun Park joined the Board,
filling the vacancy created by Mr. Seo’s
resignation.
In March, the
Company announced the execution of the new five-year management
services agreement (the “MSA”) to provide management
services to UPC. The MSA took effect on April 1, 2019, at the
conclusion of the three-year term of the then current management
services agreement between UPC and DMI. See “Manager of
UPC”.
In May, the
Company announced the discovery of unconformity-hosted uranium
mineralization along the southern portion of the K West trend at
the Company’s Wheeler River Project, including 0.08%
eU3O8 over 1.3 metres
in drill hole WR-756, accompanied by strong sulphide mineralization
and other geological features commonly associated with
unconformity-related uranium deposits. The Company also announced
the completion of follow-up drilling at the GB Zone at Waterbury
Lake, which intersected basement-hosted mineralization in multiple
drill holes, including 0.15% U3O8 over 6.0 metres
in drill hole WAT19-480, and 0.25% U3O8 over 2.0 metres
and 0.22% U3O8 over 1.5 metres
in drill hole WAT19-486.
In June, the
Canadian Nuclear Safety Commission ("CNSC") and the Saskatchewan Ministry of
Environment accepted the Provincial Technical Proposal and Federal
Project Description (the "Project
Description") submitted by Denison for the ISR uranium mine
and processing plant proposed for the Wheeler River Project. This
acceptance initiated the Environmental Assessment
(“EA”) process
for Wheeler River in accordance with the requirements of both the
Canadian Environmental Assessment
Act, 2012 and the Saskatchewan Environmental Assessment
Act.
Also in June, the
Company announced that it had executed a series of Memoranda of
Understanding (the "MOUs"),
in support of the Wheeler River Project, with certain Indigenous
communities who assert that Wheeler River falls partially or
entirely within their traditional territories and where traditional
land use activities are currently practiced within the local and
regional area surrounding the project. These non-binding MOUs
formalize the signing parties’ intent to work together in the
spirit of mutual respect and cooperation, in order to collectively
identify practical means by which to avoid, mitigate, or otherwise
address potential impacts of the project upon the exercise of
Indigenous rights, Treaty rights, and other interests, as well as
to facilitate sharing in the benefits that are expected to flow
from the project.
2019 Annual Information
Form
12
In June, the
Company announced its plans to undertake an initial ISR field test
program within the Phoenix orebody at Wheeler River, using water to
evaluate hydrologic conditions that can be used to assess the
hydraulic connections and potential mining solution flow between a
series of test wells. Initial test results from Test Area 1 at
Phoenix were announced in August, which confirmed hydraulic
connectivity between multiple test wells, providing significant
preliminary indications of the suitability of Test Area 1 for the
application of ISR mining. In September, the Company reported the
initial results from Test Area 2 of Phoenix, which also confirmed
hydraulic connectivity within a significant portion of the ore zone
tested.
In July,
Denison’s Closed Mines group entered into a new two-year
services agreement with Rio Algom, a subsidiary of BHP. Under the
terms of the agreement, the Closed Mines group is responsible for
carrying out the management and operation of nine of Rio
Algom’s decommissioned mine sites in Ontario and Quebec from
July 1, 2019 to June 30, 2021, which services include the operation
of water treatment plants and tailings management facilities;
environmental monitoring and compliance, data management, and
regulatory reporting; maintenance of roads, dams and electrical
infrastructure; site management, including health and safety,
procurement, logistics, and budgeting activities; and project
management and execution for various projects, including
infrastructure upgrades and replacements, engineering and
environmental programs, as well as water management
initiatives.
In September,
following the positive initial field test results at Phoenix,
Denison advanced to the second stage of ISR field testing –
the installation of a large-diameter commercial scale well
("CSW") in each of Test Area
1 and Test Area 2 of Phoenix, with each well designed to meet the
technical and regulatory standards expected for a commercial ISR
well at Phoenix.
In October, David
Bronkhorst was appointed Vice President Operations with
responsibility for overseeing and advancing the Company’s
project evaluation programs for Wheeler River.
Also
in October, the Company successfully installed two CSWs at Phoenix
– marking the completion of the first CSWs designed for ISR
mining in the Athabasca Basin. The completion of each CSW included
the drilling of a large-diameter vertical borehole (~12 inches in
diameter), to intersect the Phoenix ore body at a depth of
approximately 400 metres below surface, and the installation of
well materials designed to meet expected environmental and
regulatory standards for eventual ISR mining. The Company also
tested down-the-hole permeability enhancement techniques within the
large diameter CSWs.
In December, Denison completed a private placement
offering (the "2019
Offering") of Shares issued on
a "flow-through" basis pursuant to the Income Tax Act
(Canada). Denison issued 6,934,500
flow-through shares, at a price of $0.68 per share, for aggregate
gross proceeds to Denison of approximately $4.7 million, which
includes the exercise, in full, of the over-allotment option of
904,500 shares. The gross proceeds from the financing will be used
to fund the Company’s Canadian exploration expenses through
to the end of 2020.
Also in December,
Denison reported the completion of a highly successful ISR field
test program at Phoenix. The ISR field test program was designed to
validate the permeability of Phoenix, and to collect an extensive
database of hydrogeological data to further evaluate the ISR mining
conditions present at Phoenix. This detailed data is expected to
facilitate detailed mine planning as part of the completion of a
future Feasibility Study (“FS”). The ISR field test program,
as described above, successfully achieved each of its planned
objectives.
2019 Annual Information
Form
13
Denison also
announced the initiation of the next phase of ISR metallurgical
laboratory testing for uranium recovery, which will utilize the
mineralized drill core recovered through the installation of
various test wells during the 2019 ISR field test program. The
metallurgical laboratory test program builds upon the laboratory
tests completed for the recovery of uranium as part of the
project’s PFS and is expected to further increase confidence
and reduce risk associated with the application of ISR. The results
are expected to facilitate detailed mine and process plant planning
as part of a future FS, and will provide key inputs for the EA
process. Significant components of the metallurgical laboratory
test program include core leach tests, column leach tests,
bench-scale tests and metallurgical modelling.
And in December,
Denison received a positive scoping decision, with a Record of
Decision issued by the CNSC on the scope of the factors to be taken
into account for the EA for the Wheeler River project, which
indicate that the EA will follow the CNSC’s generic
guidelines.
Recent Developments…
In January, the
Company amended and extended its Credit Facility to January 31,
2021.
In January, Mr.
Geun Park resigned from the Board. Mr. Jun Gon Kim joined the Board
effective February 17, 2020, filling the vacancy created by Mr.
Park’s resignation.
In February,
Denison reported that initial data from the Phoenix Deposit core
leach tests includes elemental uranium concentrations, after test
startup, in the range of 13.5 grams per litre (‘g/L’)
to 39.8 g/L, and an average of 29.8 g/L over a 20-day period of
testing. This compares favourably to the previous metallurgical
test work completed to assess the use of the ISR mining method at
Phoenix, which supported the use of an assumed uranium
concentration of 10 g/L in the PFS design for the ISR processing
plant.
Also in February
2020, Denison reported that the results from the hydrogeological
test work completed to-date have confirmed the ability to achieve
bulk hydraulic conductivity values (a measure of permeability)
consistent with the PFS. Extensive hydrogeological data sets were
collected during the 2019 ISR field program, and are being
incorporated into a hydrogeological model being developed for
Phoenix. The completed hydrogeological model will allow for
detailed planning for further ISR field testing with the intention
that it will ultimately support the completion of a future
FS.
2019 Annual Information
Form 14
THE URANIUM INDUSTRY
Much of 2019 was
defined and influenced by policy matters in the United States
(“US”), which
have effectively created an overhang of uncertainty throughout the
uranium market. In July 2019, the US Presidential Administration
completed an investigation into a trade petition, launched under
Section 232 of the Trade Expansion Act of 1962 (“Section 232”), and no trade
actions were implemented. The US President indicated that the
Administration’s investigation did not agree with findings of
the US Department of Commerce (“DOC”) that uranium imports
threaten to impair US national security. This announcement was
expected to provide clarity to the uranium market; however, the
Administration followed the decision with an order to review the
nuclear fuel supply chain in the US. Accordingly, a Nuclear Fuel
Working Group (“NFWG”) was commissioned to examine
the current state of domestic nuclear fuel production to
reinvigorate the entire nuclear fuel supply chain, consistent with
United States national security and non-proliferation goals, and to
make recommendations to further enable US domestic nuclear fuel
production, if needed. A report from the NFWG was submitted to the
White House in late 2019. To date, no official recommendations have
been made public; however, the President’s recent Budget
Request for Fiscal Year 2021 included $150 million in Department of
Energy budget funding to establish a uranium reserve. The budget
request also set out a schedule for a similar amount to be approved
in the budget in each of the next ten years.
Another source of
uranium market uncertainty stems from policies relating to Russian
deliveries of nuclear fuel into the US. Since breaking from the
Joint Comprehensive Plan of Action with Iran, commonly known as the
Iran Nuclear Deal, the US Administration has put in place sanctions
against Iran. The US has also issued waivers to certain of
Iran’s trading partners, allowing entities from particular
nations, including Russia, to continue working with Iran on
civilian nuclear programs. On December 15, 2019, one of those
waivers, related to Iran’s Fordow Fuel Enrichment Plant, was
lifted, which raised concern among market participants regarding
the possibility of other waivers being revoked. The waiver causing
uranium market participants particular concern relates to the
Bushehr nuclear power plant, which Russia is involved in building.
If this waiver is removed, there is concern that Russia could face
sanctions in the US, which would halt deliveries of Russian nuclear
fuel to US utilities and represent a significant supply-side
development.
Also relevant to
Russian nuclear fuel supply into the US is the Agreement Suspending
the Antidumping Investigation on Uranium from the Russian
Federation (also known as the Russian Suspension Agreement, or the
“RSA”), which
established an annual quota limiting the delivery of nuclear fuel
into the US from Russia. This agreement is set to expire at the end
of 2020 and is currently under review. Before the agreement
expires, a decision needs to be made by the US DOC as to whether
there will be an extension and, if so, whether an extension will be
under existing or revised terms. If the RSA expires, Russian-origin
uranium products and services could be sold into the US without any
restrictions – adding further uncertainty to the uranium
market.
These market
dynamics contributed to a soft uranium price throughout the year.
In 2019, the spot uranium price traded within a narrow band,
beginning the year at USD$28.50 per pound U3O8 and ending it
down over 12% at USD$25.00 per pound U3O8. Lower prices
near the end of the year were attributed to limited demand in the
spot market. While spot uranium volumes did not match the historic
high reached in 2018 (almost 89 million pounds U3O8), 2019 spot
buying remained reasonably strong at 65 million pounds
U3O8.
Similar to 2018, however, despite seeing fairly robust spot market
volumes, long-term utility contracting remained low in
2019.
2019 Annual Information
Form
15
Despite the
impact of these policy matters, there are several indications that
uranium supply and demand fundamentals continue to improve
underneath the cloud of uncertainty that has dominated the market
in 2019. This was underscored in the bi-annual Nuclear Fuel Report
released by the World Nuclear Association (“WNA”) at its annual symposium in
September 2019. The report evaluates nuclear fuel demand and supply
scenarios for the period from 2019 to 2040, using reference, low
and high cases. For the first time in several years, the
WNA’s outlook for global uranium demand increased for all
three scenarios, which is positive for the future outlook on demand
and reflects industry consensus that the demand picture has
improved significantly in recent years.
This has been
supported by many positive news stories on the demand side,
including increasing public recognition of the critical role
nuclear energy has to play in combatting climate change. One of the
most significant acknowledgments of this was made by the European
Union (“EU”),
with its leaders recently agreeing that nuclear energy must be
included as part of the solution required to meet the EU’s
goal of becoming carbon neutral by 2050. The EU’s
‘European Green Deal’ officially acknowledged the
importance of nuclear energy in meeting the region’s
comprehensive climate action goals.
●
In the US, there were a number of positive announcements
through the course of 2019. In Ohio, a long-awaited energy bill was
passed supporting the continued operation of the Davis-Besse and
Perry nuclear power plants. Previous attempts to secure subsidies
for these plants were unsuccessful, which had led most in the
industry to believe the plants would be shut down by calendar year
2021. Recognizing the long-term viability of existing nuclear power
plants, the Turkey Point nuclear units 3 and 4 received approval
for an additional 20 years of operating life from the US Nuclear
Regulatory Commission (‘NRC’). This additional
extension will take the reactors to a total of 80 years of
operating life, which is the longest license ever issued by the
NRC. Turkey Point 3 and 4 are now licensed to operate to 2052 and
2053, respectively. In the US Midwest, the life of the Monticello
nuclear plant was extended by another decade to 2040.
●
In Mexico, the country’s national nuclear utility, the
Federal Electricity Commission, is considering building four new
nuclear reactors, to add to its existing two units at Laguna Verde.
The utility shared its plans to present a feasibility study to
management and the government in 2020. The study will examine a
project to build 1,400 megawatts (“MWe”) reactors, with an estimated
cost of US$7 billion each.
●
In Canada, with the longer-term future of nuclear in mind, the
provincial governments of New Brunswick, Ontario and Saskatchewan
demonstrated support for future nuclear new builds. The leaders of
these provinces announced that they had joined efforts to
collaborate on advancing small modular reactor (“SMR”) technologies. The leaders
see SMR’s as a practical solution to help curb carbon
emissions, move away from coal-fired power generation, and create
an opportunity for new economic growth in the
provinces.
●
In India, the government continued to demonstrate its commitment to
increase its use of nuclear energy. At a recent nuclear conference,
the Chairman of India’s Atomic Energy Commission and
Secretary of the Department of Atomic Energy reinforced the
country’s aggressive pursuit of new nuclear power plants in
order to improve the reliability of the country’s power
supply. The government’s Union Minister for Atomic Energy
also confirmed that there are currently nine reactors under
construction in India and indicated that the government had given
administrative and financial support to build an additional 12 new
reactors with a capacity of 9,000 MWe.
2019 Annual Information
Form
16
●
In the United Kingdom, a leaked government analysis stressed the
need to build a fleet of new nuclear or carbon capture power plants
in order to meet climate targets. The UK government believes that
up to 40,000 MWe of low carbon power stations could be needed in
2050 to reduce Britain’s emissions to ‘net zero’
and currently there is just one nuclear power plant under
construction – EDF Energy’s 3,200 MWe Hinkley Point C
in England.
●
In South Korea, KHNP announced the successful start-up of
its Shin Kori 4 nuclear power plant. Initial criticality was
reached and the unit was connected to the grid in April 2019. The
Shin Kori 4 unit is a 1,400 MWe APR-1400, which is the same design
as those currently under construction in the United Arab Emirates
at the Barakah nuclear power plant, which is expected to begin
supplying electricity early in 2020.
●
In Taiwan, sentiment has shifted away from a previous policy to
eliminate nuclear power from the Taiwan energy mix. In May 2019,
the country passed an amendment to eliminate the ‘Nuclear
Free Homeland 2025’ mandate that was imposed by the
anti-nuclear Democratic Progressive Party in early 2017. This
amendment has opened the door for future pro-nuclear decisions to
be made regarding extending the lives of existing nuclear power
plants in the country, as well as the possible completion of the
Lungmen nuclear power plant, where construction was halted in
2014.
●
In Germany, positive sentiment towards nuclear also appears to be
growing. In 2019 the government received escalating calls from
several of the country’s most prominent businesses to delay
the country’s plans to implement a full-scale nuclear
phase-out by the end of 2022. Some of these businesses emphasized
the importance of nuclear power, highlighting that Germany needs to
run its nuclear power plants longer if climate protection really
matters to the country.
Though much of
the nuclear news out of Asia was positive, news emerged from Japan
early in 2019 that the requirements set out by the country’s
Nuclear Regulation Authority (“NRA”) for utilities to complete
anti-terrorism protection work on each reactor’s emergency
facilities were unlikely to be met on schedule. All three utilities
currently operating units in Japan have said they require between
one and two and a half additional years to complete the required
work. The NRA has indicated, however, that it will not extend the
deadline. Due to this, it was recently announced that reactors 3
and 4 at the Takahama nuclear power plant will stop operating by
the summer of 2020, with work aimed at meeting the NRA commitment
about one year behind schedule
Overall, uranium
demand has grown in recent years, having now exceeded the annual
levels that existed prior to Japan shutting all of its nuclear
units following the 2011 Fukushima Daichii nuclear
incident.
The supply side
of the uranium market has also been progressing in the right
direction. This has resulted in a growing gap between annual
utility requirements and primary production, which continues to be
filled by drawing down on inventories and other secondary sources
of supply. Some of these positive supply indicators
include:
●
The world’s largest and lowest cost uranium producer,
National Atomic Company Kazatomprom, announced in August 2019 that
it was reaffirming its commitment to reach and maintain a more
commercial balance between supply and demand by extending its 20%
production curtailment through to 2021.
2019 Annual Information
Form
17
●
Other important supply side changes included Rio Tinto finalizing
the sale of its Rössing operation in Namibia to China’s
China National Uranium Corporation. Taken together with the slow
wind down of Rio Tinto’s Ranger operation in Australia, we
expect to see Rio Tinto, one of the world’s largest mining
companies and a long-term major producer in the uranium industry,
completely exit the market.
●
In Niger, it was announced that the Cominak mine will cease
operation in March 2021, due to depletion of ore. The operation has
been a source of supply to the industry since 1978.
With a
significant shortfall having developed between annual nuclear
utility requirements and primary production, inventories and other
secondary sources of supply are being drawn down to meet utility
needs. This process of inventory drawdowns suggests that we are
nearing an inflection point - where end-users of uranium begin to
question where long-term uranium supplies will come from and how
secure that supply will be over the long lives of their nuclear
reactors. There is already a growing sense that market participants
are beginning to look beyond near-term market conditions in an
attempt to understand what the supply environment will look like in
the mid-2020s and beyond. With a renewed focus on nuclear energy as
a critical element in battling climate change, it is expected that
global utilities will be looking to source future supply from
operations that are not only low-cost, reliable, and situated in
stable jurisdictions (the typical criteria for a good supplier),
but also those which are flexible and environmentally
responsible.
Uranium Demand
As of February
2020, the WNA reports that there are 442 nuclear reactors operable
in 30 countries. These reactors can generate more than 392
gigawatts of electricity (“GWe”), which equates to
approximately 10% of the world's electrical requirements, with
twelve countries producing 25% or more of their country’s
electricity from nuclear. As well, there are currently 54 nuclear
reactors under construction in 18 countries with the principal
drivers of this expansion being China (12 reactors under
construction), Russia (4), India (7), South Korea (4), UAE (4) and
the United States (4). In addition, there are another 109 reactors
currently planned around the world.
According to
UxC’s Q1 2020 Uranium Market Outlook (“Q1 2020 Outlook”), global nuclear
power capacities are projected to increase to 449 reactors in 32
countries in 2020, generating approximately 399 GWe as new plants
come on line. By 2035, that is expected to be 470 reactors,
generating approximately 459 GWe in 36 countries. In the Q1 2020
Outlook, UxC estimates base case demand will be 182 million pounds
U3O8 in 2020. UxC also
estimates that annual uranium demand could grow to 226 million
pounds U3O8 under their base
case, by 2035 and to almost 304 million pounds U3O8 in their high
case in the same period.
Primary Uranium Supply
UxC’s Q1
2020 Outlook estimates that world uranium production for 2020 is
expected to be approximately 142 million pounds U3O8, a slight
increase over 2019’s production of 140 million pounds
U3O8.
In Canada, Cigar
Lake production is expected to remain constant at 18 million pounds
U3O8 per year through
2028, according to the Q1 2020 Outlook. McArthur River remains
closed indefinitely with no immediate plans for future production,
and a decision to restart is expected to be dependent on market
conditions. Canada remains the second largest producing nation,
with almost 13% of the world’s expected 2020 production,
while Kazakhstan is expected to continue to be the world’s
largest producer of uranium in 2020 by a large margin, representing
almost 42% of production.
2019 Annual Information
Form
18
UxC estimates in
its Q1 2020 Outlook that existing mine production, plus new planned
and potential mine production under its base case, will reach a
peak of 159 million pounds U3O8 by 2028, before
declining back down to 97 million pounds U3O8 by 2035. At its
projected height in 2028, production levels are anticipated to
include the resumption of mining at McArthur River, with UxC
anticipating the mine will ramp up from 4 million pounds
U3O8 in 2027 to 18
million pounds U3O8 by 2028. While
Kazakhstan is seen to maintain relatively consistent supply in
future years, it does start to drop off significantly closer to
2035. In order for other projects to move forward and increase
production forecasts, UxC believes uranium prices will need to
increase appreciably to support higher cost production profiles and
the significant capital expenditures that will be
required.
Secondary Uranium Supply
In the Q1 2020
Outlook, primary mine production in 2020 is estimated to supply
approximately 78% of the year’s estimated base case demand,
with the balance of demand expected to be supplied from secondary
sources. These sources include commercial inventories, reprocessing
of spent fuel, sales by uranium enrichers and inventories held by
governments, such as the U.S. Department of Energy, and the Russian
government. Primary mine production’s share of annual demand
remains lower than pre-2017 levels, in which primary production
made up 85% or more of annual demand.
Secondary
supplies remain a complexity of the uranium market. The Q1 2020
Outlook forecasts that 49 million pounds U3O8 will enter the
market from secondary supplies in 2020, leaving a surplus of 9
million pounds U3O8, if the base case
demand scenario for 2020 is met.
Though excess
commercial inventories, which were one of the major sources of
secondary supplies during the period from the early 1970s to the
early 2000s, were largely consumed in that same period, the planned
shutdown of nuclear programs in countries like Germany, and the
continued struggles of the Japanese nuclear program to restart
following Fukushima have contributed to commercial inventories
again becoming a more significant factor. Government inventories
also continue to contribute substantially to the secondary supply
picture, particularly in the U.S. and Russia. The disposition of
these commercial and government inventories may have a market
impact in the near to medium term, although, UxC expects their role
will diminish over time as these inventories continue to be
depleted and the uranium and enrichment markets rebalance
themselves.
In general, UxC
expects that secondary sources of supply will fall significantly
from estimated 2020 levels of 49 million pounds U3O8 to roughly 17
million pounds U3O8 per year by
2035.
Uranium Prices
Imbalances
between supply and demand of uranium significantly influence
uranium spot prices. According to the Q1 2020 Outlook, it is
projected that primary production and secondary supply will be
sufficient to meet base case demand for U3O8 through the mid
2020’s, with significant supply deficits emerging later in
the decade, contributing to upward price momentum.
2019 Annual Information
Form
19
With respect to
long-term prices, utility uncovered requirements and long-term
demand are significant influencers. Historically, nuclear utilities
have purchased uranium primarily through long-term contracts. These
contracts usually provide for deliveries beginning two to four
years after they are signed with delivery typically extending
anywhere from three or four years to ten years or more. In awarding
medium and long-term contracts, electric utilities consider the
producer’s uranium reserves, record of performance and
production cost profile, in addition to the commercial terms
offered. Prices are established by a number of methods, including
base prices adjusted by inflation indices, reference prices
(generally spot price indicators, but also long-term reference
prices) and annual price negotiations. Contracts may also contain
annual volume flexibility, floor prices, ceiling prices and other
negotiated provisions. Under these contracts, the actual price
mechanisms are usually confidential.
The long-term
uranium demand that actually enters the market is affected in a
large part by utilities’ uncovered requirements. This is the
amount of uranium required by utilities to operate their fleet that
is not yet covered by purchase contracts with suppliers. UxC
estimates, in the Q1 2020 Outlook, that uncovered demand for 2020
was just under 7 million pounds U3O8. Of course, this
uncovered demand increases over time and is projected by UxC to
increase significantly over the next decade. While almost 70
million pounds U3O8 are projected to
remain uncovered in 2025, this number grows to just over 120
million pounds U3O8 in 2030. In 2035,
this number grows to 168 million pounds U3O8 of uncovered
demand, or roughly 74% of total expected base case demand in that
year. In total just over 1.5 billion pounds U3O8 remain uncovered
between 2020 and 2035.
At 168 million
pounds U3O8, uncovered demand
in 2035 is approximately 71 million pounds U3O8 more than total
production expected from existing uranium mines for the same year,
which UxC estimates at 97 million pounds U3O8. Uncovered demand
in 2035 also exceeds the combined supply available from primary
production and secondary sources by approximately 54 million pounds
U3O8. In order to
address the rising portion of demand that is uncovered, utilities
will have to return to the market and enter into long-term
contracts. From 2006 to 2010, on average, 39 million pounds
U3O8 equivalent were
purchased on the spot market per year and roughly 200 million
pounds U3O8 equivalent were
contracted in the long-term market each year. In contrast, in 2019,
64.3 million pounds U3O8 equivalent were
purchased on the spot market, and 95.8 million pounds U3O8 equivalent
contracted in the long-term market. Considering contract volumes
over the past year remain well below annual requirements, and
uncovered requirements are increasing out in time, we expect that
long-term contracting activity will continue to increase in the
near future as utilities look to secure future supply in order to
fuel the world’s growing fleet of nuclear
reactors.
The long-term
price is published on a monthly basis and stayed stagnant the whole
year at US$32.00 per pound U3O8. Nuclear
utilities procure their remaining uranium requirements through spot
and near-term purchases from uranium producers, traders and other
suppliers. Historically, spot prices are more volatile than
long-term prices. The spot price began the year at US$28.90 per
pound U3O8, dipping by the
end of the year to US$25.00 per pound U3O8.
Competition
The uranium
industry is small compared to other commodity industries, and other
energy commodity industries in particular. Uranium demand is
international in scope, but supply is characterized by a relatively
small number of companies operating in only a few countries.
Primary uranium production is concentrated amongst a limited number
of producers and is also geographically concentrated with more than
77% of the world’s production in 2020 projected to be coming
from only four countries: Kazakhstan, Canada, Australia and
Namibia.
2019 Annual Information
Form
20
Competition is
somewhat different amongst exploration & development companies
focused on the discovery or development of a uranium deposit.
Exploration for uranium is being carried out on various continents,
but in recent years development activities by public companies have
been generally concentrated in Canada, Africa and Australia. In
Canada, exploration has focused on the Athabasca Basin region in
northern Saskatchewan. Explorers have been drawn to this area by
the high-grade uranium deposits that have produced some of the most
successful uranium mines operating in the world today. Within the
Athabasca Basin region, exploration is generally divided between
activity that is occurring in the eastern portion of the Basin and
the western portion of the Basin. The eastern Basin is a district
that is defined by rich infrastructure associated with the
existence of operating uranium mines and uranium processing
facilities. Infrastructure includes access to the provincial power
grid and a network of provincial all-weather highways. By
comparison, in the western Basin, there are no operating uranium
mines or processing facilities and access to the provincial power
grid is not currently available. Several uranium discoveries have
been made in the Athabasca Basin region in recent years, and
competition for capital can be intense.
2019 Annual Information
Form 21
MINERAL RESERVES AND MINERAL RESOURCES
Each of Dale
Verran, MSc, P.Geo, Pr.Sci.Nat., Denison's Vice President
Exploration, and David Bronkhorst, P.Eng, Denison's Vice-President
Operations, is a “Qualified Person” in accordance with
the requirements of NI 43-101, and has reviewed and approved all
disclosure of scientific or technical information in this
AIF.
Summary of Mineral Reserves and Mineral Resources
NI 43-101
requires mining companies to disclose mineral reserve and resource
estimates using the subcategories of proven mineral reserves,
probable mineral reserves, measured mineral resources, indicated
mineral resources and inferred mineral resources.
The following
tables show the Company's estimates of mineral reserves and mineral
resources as at December 31, 2019. The estimates are reported in
the applicable technical reports prepared in accordance with NI
43-101, adjusted for mining activity where applicable. The summary
information below on Denison’s proven mineral reserve
estimates was prepared from the year-end stockpile survey reported
by Orano Canada, the operator of the McClean Lake joint
venture.
For full details,
reference should be made to the applicable technical reports for
the properties.
See
“Mineral Properties” for more information.
Proven Mineral Reserve
Estimates (1,10)
|
100% Basis
|
|
Company Share(9)
|
Project/Deposit
|
Tonnes
|
Grade
% U3O8
|
Pounds of U3O8
(,000)
|
|
Pounds of U3O8
(,000)
|
McClean
- Ore Stockpile
|
90,000
|
0.37
|
716
|
|
161
|
Total Proven Mineral Reserves
|
90,000
|
|
716
|
|
161
|
Probable Mineral Reserve
Estimates (1,2,3,4,10)
|
100% Basis
|
|
Company Share(9)
|
Project/Deposit
|
Tonnes
|
Grade
% U3O8
|
Pounds of U3O8
(,000)
|
|
Pounds of U3O8
(,000)
|
Wheeler
River - Phoenix
|
141,000
|
19.1
|
59,700
|
|
53,730
|
Wheeler
River - Gryphon
|
1,257,000
|
1.8
|
49,700
|
|
44,730
|
Total Probable Mineral Reserves
|
1,398,000
|
|
109,400
|
|
98,460
|
2019 Annual Information
Form 22
Indicated Mineral Resource
Estimates (1,5,10)
|
100% Basis
|
|
Company
Share(9)
|
Project/Deposit
|
Tonnes
|
Grade
% U3O8
|
Pounds of U3O8
(,000)
|
|
Pounds of U3O8
(,000)
|
Wheeler River - Phoenix(7)
|
166,000
|
19.1
|
70,200
|
|
63,200
|
Wheeler River - Gryphon(7)
|
1,643,000
|
1.7
|
61,900
|
|
55,700
|
Wheeler River Subtotal
|
1,809,000
|
|
132,100
|
|
118,900
|
McClean
- Caribou
|
47,800
|
2.6
|
2,800
|
|
600
|
McClean
- Sue D
|
122,800
|
1.1
|
2,800
|
|
600
|
McClean
- McClean North
|
205,800
|
2.8
|
12,400
|
|
2,800
|
McClean Subtotal
|
376,400
|
|
18,000
|
|
4,000
|
Midwest
- Midwest Main
|
453,000
|
4.0
|
39,900
|
|
10,100
|
Midwest
- Midwest A
|
566,000
|
0.87
|
10,800
|
|
2,700
|
Midwest Subtotal
|
1,019,000
|
|
50,700
|
|
12,800
|
Waterbury
- J Zone
|
291,000
|
2.0
|
12,800
|
|
8,500
|
Total Indicated Mineral Resources
|
3,495,400
|
|
213,600
|
|
144,200
|
Inferred Mineral Resource
Estimates (1,6,10)
|
100% Basis
|
|
Company
Share(9)
|
Project/Deposit
|
Tonnes
|
Grade
% U3O8
|
Pounds of U3O8
(,000)
|
|
Pounds of U3O8
(,000)
|
Wheeler
River - Phoenix
|
9,000
|
5.8
|
1,100
|
|
1,000
|
Wheeler
River - Gryphon
|
73,000
|
1.2
|
1,900
|
|
1,700
|
Wheeler River Subtotal
|
82,000
|
|
3,000
|
|
2,700
|
McClean
- Sue D
|
24,200
|
0.39
|
200
|
|
0
|
McClean - Sue E(8)
|
483,400
|
0.69
|
7,300
|
|
1,600
|
McClean
- McClean North
|
3,300
|
0.79
|
100
|
|
0
|
McClean Subtotal
|
510,900
|
|
7,600
|
|
1,600
|
Midwest
- Midwest Main
|
793,000
|
0.66
|
11,500
|
|
2,900
|
Midwest
- Midwest A
|
53,000
|
5.8
|
6,700
|
|
1,700
|
Midwest Subtotal
|
846,000
|
|
18,200
|
|
4,600
|
Waterbury
- Huskie
|
268,000
|
0.96
|
5,700
|
|
3,800
|
Total Inferred Mineral Resources
|
1,706,900
|
|
34,500
|
|
12,700
|
Notes:
(1) CIM
definitions were followed for classification of mineral reserves
and mineral resources. Mineral resources are not mineral
reserves and do not have demonstrated economic
viability.
(2) Mineral reserves for the Phoenix deposit are
reported at the mineral resource cut-off grade of 0.8%
U3O8.
The mineral reserves are based on the block model generated for the
May 28, 2014 mineral resource estimate. A mining recovery factor of
85% has been applied to the mineral resource above the cut-off
grade.
(3) Mineral reserves for the Gryphon deposit are
estimated at a cut-off grade of 0.58% U3O8
using a long-term uranium price of
US$40/lb, and a US$/CAD$ exchange rate of 0.80. The mineral
reserves are based on the block model generated for the January 30,
2018 mineral resource estimate. The cut-off grade is based on an
operating cost of $574/tonne, milling recovery of 97%, and a 7.25%
fee for Saskatchewan royalties (basic royalty plus resource
surcharge).
(4) Mineral reserves are stated at a processing plant
feed reference point and include diluting material and mining
losses.
2019 Annual Information
Form 23
(5) The
indicated mineral resources were estimated at various cut-off
grades. They are:
● Phoenix: 0.80% U3O8
|
● McClean North: 0.10% U3O8
|
● Gryphon: 0.20% U3O8
|
● Midwest Main: 0.10% U3O8
(0.085% U)
|
● Caribou: 0.10% U3O8
|
● Midwest A: 0.10% U3O8
(0.085% U)
|
● Sue D: 0.10% U3O8
|
● J Zone: 0.10% U3O8
|
(6) The inferred mineral resources were estimated at
various cut-off grades. They are:
● Phoenix: 0.80% U3O8
|
● McClean North: 0.10% U3O8
|
● Gryphon: 0.20% U3O8
|
● Midwest Main: 0.10% U3O8
(0.085% U)
|
● Sue D: 0.10% U3O8
|
● Midwest A: 0.10% U3O8
(0.085% U)
|
● Sue E: 0.10% U3O8
|
● Huskie: 0.10% U3O8
|
(7) Indicated mineral resources for Phoenix and
Gryphon deposits are inclusive of probable mineral
reserves.
(8) The
operator conducted confirmatory drilling on a portion of the Sue E
mineral resources outside the designated pit and late in 2006
submitted a preliminary analysis detailing an inferred mineral
resource of approximately 2 million pounds on a 100% basis in this
area, as compared to the 7.3 million pounds that Scott Wilson
Roscoe Postle Associates Inc. (“Scott Wilson RPA”), now Roscoe
Postle Associates Inc., estimated in its February 2006 technical
report. Roscoe Postle Associates Inc. has not re-estimated the
mineral resource using the new drill information.
(9) As at
December 31, 2019, pursuant to the terms of the agreements with its
applicable joint venture partners, the Company had a 90.00%
interest in the Wheeler River project, a 22.50% interest in the
McClean Lake property; a 25.17% interest in the Midwest project;
and a 66.57% interest in the Waterbury Lake
property.
(10) Numbers may not add due to
rounding.
The tables below
detail the changes to the Company’s mineral reserve and
mineral resource estimates during the fiscal year ended December
31, 2019 from December 31, 2018.
Change to Denison’s Share of Proven Mineral
Reserves
(in thousands of pounds
U3O8)
Project/Deposit
|
December 31, 2018
|
|
Additions
(Deletions)
|
|
December 31, 2019
|
McClean - Ore
Stockpile
|
166
|
|
(5) (1)
|
|
161
|
Change to Denison’s Share of Indicated Mineral
Resources
(in thousands of pounds
U3O8)
Project/Deposit
|
December 31, 2018
|
|
Additions
(Deletions)
|
|
December 31, 2019
|
Waterbury - J
Zone
|
8,400
|
|
100(2)
|
|
8,500
|
Notes:
(1)
The decrease
is due to changes in the year-end stockpile report prepared by the
operator, Orano Canada.
(2)
The Company increased its
interest in the Waterbury Lake project by 0.65% in 2019, in
accordance with the terms of the applicable agreements with
Denison’s partner on the project. The percentage change was
not large enough to be reflected as a change to Denison’s
share of inferred mineral resources at Huskie, due in part to
rounding.
2019 Annual Information
Form
24
Historical Estimates
McClean South Historical Estimate
On the McClean
Lake Joint Venture property, the McClean South trend is located
parallel to and approximately 500 metres south of the McClean North
trend (see “Mineral Properties – McClean Lake”).
There are two presently known mineralized pods which were drilled
by the original owner of the property, Canadian Oxy, during
1979-1980: the Southwest Pod and the Southeast Pod. Canadian Oxy
prepared estimates of tonnages, grades and contained uranium for
these deposits as of 1980, which have
not been verified by Denison. The results of these estimates
are set out below.
The Company is
not treating this historical estimate as current mineral resources
or mineral reserves. This trend will require future evaluation to
upgrade this historical estimate as a current mineral resource
estimate.
McClean South Historical
Estimates (1,2)
|
100% Basis
|
|
Company’s Share
|
Deposit
|
Tons
(,000)
|
Grade
(% U3O8)
|
Pounds of U3O8
(,000)
|
|
Pounds of U3O8
(,000)
|
Southwest
Pod
|
47.6
|
2.10
|
2,000
|
|
500
|
Southeast
Pod
|
126.7
|
0.73
|
1,900
|
|
400
|
Notes:
(1) The
historical estimates do not comply with the requirement of NI
43-101. CIM definitions are not used.
(2) The
historical estimates cannot be verified and the estimates are not
necessarily indicative of the mineralization on the
property.
2019 Annual Information
Form
25
MINERAL PROPERTIES
Denison’s Priority Properties:
● Wheeler
River
Page 29
● Waterbury
Lake
Page 61
● McClean
Lake
Page 71
● Midwest
Page 77
● Other Exploration
Properties Page 85
|
Denison’s
mineral property interests are located in the Athabasca Basin
region of northern Saskatchewan, the majority of which are located
in the eastern portion of the Athabasca Basin, which is host to
considerable existing infrastructure including uranium mines and
mills, and provincial powerlines and highways (see location map,
below). As at December 31, 2019, Denison has interests in 34
mineral properties in the Athabasca Basin, comprised of 214 claims
covering 279,883 hectares.
Location Map of Denison’s Athabasca Basin Mineral
Properties
2019 Annual Information
Form
26
Athabasca Basin Overview
The Athabasca
Basin covers an area of approximately 100,000 square kilometres in
northern Saskatchewan and northeastern Alberta. The Athabasca Basin
is one of the principal uranium producing districts in the world
and is host to the world’s highest-grade and some of the
world’s largest uranium mines and deposits, including the
McArthur River mine and Cigar Lake mine located in the eastern
Athabasca Basin.
The uranium
deposits are classified as unconformity-associated (also
unconformity-related and –type) deposits owing to their
spatial association with a major unconformable contact between a
relatively undeformed Proterozoic sedimentary basin (the Athabasca
Basin) and underlying metamorphosed and deformed Archean to
Palaeoproerozoic basement rocks.
A broad variety
of unconformity-associated deposit shapes, sizes, and compositions
have been discovered. Two distinct varieties have been classified;
1) ‘egress-style’ polymetallic lenses at and above the
unconformity, with variable and often highly elevated base metal
and rare earth elements (“REE”) contents, and 2)
‘ingress-style’ vein sets within basement rocks, with
typically lower base metal and REE contents.
Egress-style
deposits can occur in the sandstone, directly above the
unconformity (e.g. Cigar Lake, Sue A and B), straddling the
unconformity (e.g. Phoenix, Collins Bay B Zone, Midwest Main,
Midwest A, McClean North, Key Lake) or perched high above the
unconformity (certain zones at McClean Lake, Midwest, Cigar Lake).
Ingress-style deposits are located in the basement rocks (Gryphon,
Huskie, Eagle Point, Sue C, Sue E, Millennium, Arrow, Triple R),
however the Millennium deposit, and to an extent the Gryphon
deposit, also contain subordinate mineralization at and above the
unconformity. The Shea Creek deposits contain mineralization in the
basement, deep in the basement, at the unconformity, and perched in
the sandstone. In some deposit areas, there is a plunge to the
mineralized pods from sandstone-hosted to basement-hosted within
deposit–scale strike lengths (Rabbit Lake-Collins Bay-Eagle
Point trend, Sue trend deposits, McClean North).
The Athabasca
unconformity-associated deposits are typically related to
graphite-bearing structural zones within the metamorphosed and
deformed Archean to Palaeoproerozoic basement rocks, which are
often termed ‘corridors’ or ‘trends’.
Alteration ‘halos’ or ‘envelopes’ tend to
surround the mineralization, most notably in the overlying
sandstone, and provide an enlarged exploration target through the
detection of diagnostic alteration clays and geochemical pathfinder
elements. Empirical exploration for the deposits typically involves
mapping of structural corridors/trends by geophysical methods,
dominantly electromagnetics, resistivity or magnetics, followed by
drill testing given the buried or blind nature of the deposits
below glacial cover or Athabasca sandstone, respectively. Drill
core is subject to a variety of sampling and analytical methods to
determine possible vectors toward mineralization, and downhole
surveying is commonplace to test for elevated radioactivity or
reconcile geophysical responses. The significant number of
Athabasca uranium discoveries to date has also led to the
development of numerous exploration models which are commonly used
to facilitate interpretations and prioritize target
areas.
Historical
uranium production in the basin was initiated in the 1970s and
1980’s using conventional open pit mining methods at Rabbit
Lake, Cluff Lake and Key Lake. Later in the mine life of each of
Cluff Lake and Rabbit Lake, there was a transition to underground
mining of other deposits on those properties. In the 1990s another
open pit operation at McClean Lake began production.
2019 Annual Information
Form
27
The discovery of
high-grade deposits such as Midwest, McArthur River and Cigar Lake
in the 1980s did not immediately lead to production. The
combination of challenging ground conditions (most notably the
friable and water-saturated Athabasca sandstone conditions above
the mineralization), depth, and the high-grade nature of the
deposits, required extensive research and development to design
safe extraction methods before production was possible. Production
from McArthur was achieved in the early 2000s while Cigar Lake only
initiated production in 2014. Production from these mines was only
made possible by their unique combination of high grades (average
grades > 10% U3O8) and large scale
(>300 million lbs U3O8), as well as the
development of innovative mining techniques including ground
freezing combined with either raise-bore mining or the use of the
jet-boring mining system (JBS). The Midwest deposits are smaller in
size than McArthur River and Cigar Lake, and remain
undeveloped.
In terms of
mineral processing, each historic mining operation included a
dedicated processing plant: Cluff Lake, Key Lake, Rabbit Lake and
McClean Lake operations included on-site processing plants. Due to
the rising cost of construction for such facilities and the
availability of highways and other infrastructure in
Saskatchewan’s North, processing of ores has transitioned to
toll milling at existing facilities. McArthur River ore production
is toll milled at the Key Lake mill, while Cigar Lake production is
toll milled at the McClean Lake mill. With the suspension of
operations at Rabbit Lake in 2016 and McArthur River in 2018, only
the Cigar Lake mine and the McClean Lake mill continue to operate
and produce yellowcake.
2019 Annual Information
Form
28
Wheeler River
The Wheeler River
project is the largest undeveloped uranium project in the
infrastructure rich eastern portion of the Athabasca Basin region,
in northern Saskatchewan. The project is host to the high-grade
Phoenix and Gryphon uranium deposits, discovered by Denison in 2008
and 2014, respectively, and is a joint venture between Denison (90%
and operator) and JCU (Canada) Exploration Company Limited (10%).
Denison is the operator/manager of the project.
The PFS for the
Wheeler River project was completed in 2018, considering the
potential economic merit of developing the Phoenix deposit as an
ISR operation and the Gryphon deposit as a conventional underground
mining operation. Taken together, the project is estimated to have
mine production of 109.4 million pounds U3O8 over a 14-year
mine life, with a base case pre-tax NPV of $1.31 billion (8%
discount rate), IRR of 38.7%, and initial pre-production capital
expenditures of $322.5 million. The Phoenix ISR operation is
estimated to have a stand-alone base case pre-tax NPV of $930.4
million (8% discount rate), IRR of 43.3%, initial pre-production
capital expenditures of $322.5 million, and industry leading
average operating costs of US$3.33/lb U3O8. The results of
the PFS are described in greater detail below.
A technical
report entitled “Prefeasibility Study Report for the Wheeler
River Uranium Project Saskatchewan, Canada” dated October 30,
2018 (the “Wheeler PFS
Report”) has been prepared for the project, a copy of
which is available on the Company’s website. The principal
author of the Wheeler PFS Report was Mr. Mark Liskowich, P.Geo. of
SRK, who is an independent Qualified Person in accordance with the
requirements of NI 43-101.
The Wheeler PFS
Report describes the results of the PFS for the Wheeler River
project with an effective date of September 24, 2018, based in part
upon the mineral resource estimates for the Gryphon deposit
effective January 30, 2018 and the Phoenix deposit effective May
28, 2014.
Except as
otherwise indicated, the following project description is a
summary, supported by the Wheeler PFS Report. We recommend you read
the Wheeler PFS Report in its entirety to fully understand the
technical aspects of the project. The conclusions, projections and
estimates included in this description are subject to the
qualifications, assumptions and exclusions set out in the Wheeler
PFS Report and in the “Risk Factors” set forth below;
in particular, any advancement or development of the Wheeler River
project is subject to attainment of any required approvals,
agreements or resources, including capital funding.
Property Description, Location and Access
The property is
located along the eastern edge of the Athabasca Basin in northern
Saskatchewan, Canada and is located approximately 35 km
north-northeast of the Key Lake mill and 35 km southwest of the
McArthur River uranium mine.
Access to the
property is by road or air from Saskatoon. The property is well
located with respect to all-weather roads and the provincial power
grid. Vehicle access to the property is by the provincial highway
system to the Key Lake mill then by the ore haul road between the
Key Lake and McArthur River operations to the eastern part of the
property. An older access road, the Fox Lake Road, between Key Lake
and McArthur River, provides access to most of the northwestern
side of the property. Gravel and sand roads and drill trails
provide access by either four-wheel-drive or all-terrain-vehicle to
the rest of the property.
2019 Annual Information
Form
29
The property
consists of 19 mineral claims totaling 11,720 hectares, with an
aggregate annual requirement of $293,000 in either work or cash to
maintain title to the mineral claims. Based on previous work
submitted and approved by the province of Saskatchewan, title is
secure until 2035.
The Wheeler River
project is located within the boundaries of Treaty 10 (entered into
between the Government of Canada and the First Nations People of
Saskatchewan and Alberta). It is also located within the
traditional territory of the English River First Nation and in the
homeland of the Métis, each of whom have a strong and
significant relationship to the land.
Location Map, Showing Regional and Proposed
Infrastructure.
Any uranium
produced from the Wheeler River property is subject to uranium
mining royalties in Saskatchewan in accordance with Part III of The
Crown Mineral Royalty Regulations. See “Government Regulation
- Canadian Royalties.” There is also a 10% Net Profits
Interest (“NPI”) associated with the property held by
the WRJV in proportion to the ownership interests of each WRJV
participant. There are no other back-in rights or third-party
royalties applicable to this property.
2019 Annual Information
Form
30
There are no
known environmental liabilities associated with the property.
Before work can be performed on the property, the appropriate
exploration or other permits must be applied for and obtained. If
Denison was unable to satisfy its obligations with respect to the
regulatory and consultation process and obtain the necessary
permits, the Company’s plans for exploration or other work on
the property could be delayed or halted. See “Risk
Factors” for more information on this and other potential
risks that may affect access, title or the right or ability to
perform work on the property. For exploration activities that may
occur in 2020, the Company has obtained all necessary permits for
surface exploration. Additional permits and licenses may be
required in connection with the Company’s project evaluation
activities and will be required (refer to section 20 of the Wheeler
PFS Report) prior to commencement of development and production
activities.
History
The Wheeler River
property was staked on July 6, 1977, due to its proximity to the
Key Lake uranium discoveries, and on December 28, 1978, it was
vended into an agreement between AGIP Canada Ltd., E&B
Explorations Ltd. and Saskatchewan Mining Development Corporation,
with each holding a one-third interest. On July 31, 1984, each
party divested a 13.3% interest and allowed Denison Mines Limited,
a predecessor company to Denison, to earn in to a 40%
interest.
In late 2004,
Denison entered into an agreement to earn a further 20% interest by
expending $7,000,000 within six years. In connection with that,
Denison became the project operator (2005 being the first full year
of operatorship). In 2007, when the earn-in obligations were
completed, the participating and ownership interests were Denison
60%; Cameco 30%, and JCU 10% and they remained that way up to the
end of 2016. In January 2017, Denison, Cameco and JCU executed an
agreement, pursuant to which the WRJV Parties agreed to allow for a
one-time election by Cameco to fund 50% of its ordinary share (30%)
of joint venture expenses in 2017 and 2018. The shortfall in
Cameco's contribution was funded by Denison, in exchange for a
transfer to Denison of a portion of Cameco's interest in the
WRJV.
Accordingly,
Denison's share of joint venture expenses was 75% in 2017 and 2018,
and Cameco and JCU's participating share of joint venture expenses
was 15% and 10%, respectively. As a result of that agreement,
Denison’s interest increased to approximately 66%, with
Cameco holding approximately 24% and JCU holding 10%.
Subsequently,
Denison and Cameco completed the Cameco Transaction, pursuant to
which Denison acquired all of Cameco’s minority interest in
the WRJV effective October 26, 2018, resulting in WRJV
participating and ownership interests being Denison 90% and JCU
10%.
Exploration and
Development History
Period (Year)
|
Activity
|
1978-Present
|
The
area was previously explored by AGIP and SMDC (Cameco). Since 1978,
several airborne and ground geophysical surveys have defined 152 km
of conductor strike length in 14 conductive zones.
|
1986-1988
|
AGIP,
SMDC, and Cameco drilled a total of 192 drill holes encountering
sub-economic uranium mineralization in the M Zone (1986), O Zone
(1986), and K Zone (1988). Rare earth element mineralization was
also discovered in the MAW Zone (1982).
|
2004
|
Denison
assumed operatorship in late 2004 and initially focused on
exploration drilling on the western side of the quartzite ridge
(west side of the property) intersecting sub-economic uranium
mineralization.
|
2019 Annual Information
Form
31
Period (Year)
|
Activity
|
2008
|
During
a regional exploration campaign, three resistivity targets were
drilled leading to the discovery of the Phoenix
deposit.
|
2008-2014
|
During
this period, drilling predominantly focused on delineation of the
Phoenix deposit.
|
2014-2017
|
Exploration
drilling at K North in early 2014 resulted in the discovery of the
Gryphon deposit. Delineation drilling of the Gryphon deposit was
undertaken throughout this period. A Preliminary Economic
Assessment was completed for the Project in early
2016.
|
2018-Present
|
A
Pre-Feasibility Study was completed for the Project in late 2018.
Exploration drilling undertaken on regional targets.
|
Geological Setting, Mineralization and Deposit Types
The Wheeler River
property is located near the southeastern margin of the Athabasca
Basin in the southwest part of the Churchill Structural Province of
the Canadian Shield. The Athabasca Basin is a broad, closed, and
elliptically shaped cratonic basin with an area of 425 km
(east-west) by 225 km (north-south). The bedrock geology of the
Athabasca basin area consists of Archean and Paleoproterozoic
gneisses unconformably overlain by up to 1,500 m of flat-lying
unmetamorphosed sandstones and conglomerates of the mid-Proterozoic
Athabasca Group.
The Wheeler River
property is located near the transition zone between two prominent
litho-structural domains within the Precambrian basement, namely
the Mudjatik Domain to the west and the Wollaston Domain to the
east. The Mudjatik Domain is characterized by elliptical domes of
Archean granitoid orthogenesis separated by keels of metavolcanic
and metasedimentary rocks, whereas the Wollaston Domain is
characterized by tight to isoclinal, northeasterly trending, doubly
plunging folds developed in Paleoproterozoic metasedimentary rocks
of the Wollaston Supergroup, which overlie Archean granitoid
orthogenesis identical to those of the Mudjatik Domain. The area is
cut by a major northeast-striking fault system of Hudsonian Age.
The faults occur predominantly in the basement rocks but often
extend up into the Athabasca Group due to several periods of
post-depositional movement.
Local geology is
comprised of relatively undeformed late Paleoproterozoic to
Mesoproterozoic Athabasca Group strata comprised of Manitou Falls
Formation sandstones and conglomerates which unconformably overlie
the crystalline basement and have a considerable thickness from 170
m over the quartzite ridge to at least 560 m on the western side of
the property. Basement rocks beneath the Phoenix and Gryphon
deposits are part of the Wollaston Domain and are comprised of
metasedimentary and granitoid gneisses. The metasedimentary rocks
include graphitic and non-graphitic pelitic and semipelitic
gneisses, meta-quartzite, and rare calc-silicate rocks. Pegmatitic
segregations and intrusions are common in all units with garnet,
cordierite, and sillimanite occurring in the pelitic strata,
indicating an upper amphibolite grade of metamorphism. Graphitic
pelite and quartzite units appear to play important roles in the
genesis of Athabasca Basin unconformity-associated deposits. Thus,
the presence of extensive subcrop of both units (18 km of quartzite
and 152 line-km of conductors, assumed to be graphitic pelite)
greatly enhances the geological potential of the Wheeler River
property. The Wheeler River property is partially covered by lakes
and muskeg, which overlie a complex succession of glacial deposits
up to 130 m in thickness. These include eskers and outwash sand
plains, well-developed drumlins, till plains, and glaciofluvial
plain deposits. The orientation of the drumlins reflects
southwesterly ice flow.
2019 Annual Information
Form
32
The Phoenix
uranium deposit was discovered in 2008 and can be classified as an
unconformity-associated deposit of the sandstone-hosted or
egress-style variety. The deposit occurs dominantly within
sandstone immediately above the sub-Athabasca unconformity
approximately 400 metres below surface and comprises three elongate
pods of mineralization (Zone A, B, and C) which cover a strike
length of 1.1 kilometres. Zone A, the largest of the three pods, is
approximately 380 metres in length, up to 80 metres wide, up to 15
metres thick, and consists of an exceptionally high-grade core
(62,900 tonnes at 43.2 % U3O8 for 59.9 million
pounds U3O8 in estimated
Indicated resources) surrounded by a lower grade shell. The deposit
occurs along a prominent post-Athabasca basement thrust fault (WS
Shear) which occurs footwall to a graphite-rich pelitic gneiss unit
and hangingwall to a garnetiferous pelitic gneiss and quartzite
unit. Mineralization within the Phoenix deposit is dominated by
massive to semi-massive uraninite associated with an alteration
assemblage comprising hematite, dravitic tourmaline, illite, and
chlorite. Secondary uranium minerals (including uranophane) and
sulphides are trace in quantity.
The Gryphon
uranium deposit was discovered in 2014 and can be classified as an
unconformity-associated deposit of the basement-hosted or
ingress-style variety. The deposit occurs within southeasterly
dipping crystalline basement rocks below the regional sub-Athabasca
Basin unconformity. The deposit is located from 520 to 850 metres
below surface, has an overall strike length of 610 metres and dip
length of 390 metres, and varies in thickness between two and 70
metres, depending on the number of mineralized lenses present. The
mineralized lenses are controlled by reverse fault structures,
which are largely conformable to the basement stratigraphy and
dominant foliation. The A, B, and C series of lenses are comprised
of stacked, parallel lenses which plunge to the northeast along a
fault zone (G-Fault) which occurs between hangingwall graphite-rich
pelitic gneisses and a more competent pegmatite-dominated footwall.
A ubiquitous zone of silicification (Quartz-Pegmatite Assemblage)
straddles the G-Fault and the A, B, and C series of lenses occur in
the hangingwall of, within, and in the footwall of the
Quartz-Pegmatite Assemblage respectively. The D series lenses occur
within the pegmatite-dominated footwall along a secondary fault
zone (Basal Fault) or within extensional relay faults which link to
the G-Fault. The E series lenses occur along the G-Fault, up-dip
and along strike to the northeast of the A and B series lenses,
within the upper basement or at the sub-Athabasca unconformity.
Mineralization within the Gryphon deposit lenses is dominated by
massive, semi-massive, or fracture-hosted uraninite associated with
an alteration assemblage comprising hematite, dravitic tourmaline,
illite, chlorite, and kaolinite. Secondary uranium minerals
(including uranophane and carnotite) and sulphides are trace in
quantity.
Exploration and Drilling
As operator,
Denison has conducted numerous geophysical surveys across the
property, generating many drill targets over several years.
Airborne surveys have included two electromagnetic surveys
(totaling 2,005 line kilometres) and one gravity survey (totaling
1,711 line kilometres). Ground surveys have included four
electromagenetic surveys (488 line kilometres), 10 resistivity
surveys (979 line kilometres), two gravity surveys (2,920 stations)
and 45 downhole geophysical surveys. Results to date indicate the
property comprises multiple prospective trends that warrant drill
testing. These trends are interpreted primarily from magnetic and
electromagnetic and/or resistivity data to infer the location of
faulted graphitic basement horizons that may have associated
uranium mineralization.
Denison has
completed 380,668 metres of exploration diamond drilling in 735
holes on the Wheeler River property during the period from 2005 to
the end of 2019. The majority of this drilling has been focused on
the discovery and delineation of the Phoenix (251 holes totaling
115,948 metres) and Gryphon (214 holes totaling 120,351 metres)
deposits.
2019 Annual Information
Form
33
Discovery and Delineation of the Phoenix Deposit
In the summer of
2008, as a direct result of the 2007 DC resistivity survey along
the hanging wall of the quartzite ridge, two drill holes were
located 600 metres apart along the same low resistivity trend. This
drilling intersected a zone of characteristic sandstone alteration
and uranium mineralization linked to unconformity-associated
uranium deposits. All drill holes during the summer of 2008
intersected either uranium mineralization or very strong alteration
close to mineralization.
Subsequent
drilling programs conducted during 2009 and 2010 extended the
mineralized zone for a strike length of greater than 900 metres. An
initial mineral resource estimate was completed at the end of 2010.
Aggressive drilling programs in 2011 and 2012 successfully added
additional mineral resources. In 2013, drilling was completed at
the Phoenix deposit, but a large portion of the 2013 Wheeler River
drilling program was also allocated to exploration of several other
target areas on the property. Some additional infill drilling was
completed at the Phoenix deposit in early 2014, and this work was
successful in extending some high grade mineralization into areas
previously modeled as low grade. These results, combined with
results from 2013, were the catalyst for the updated mineral
resource estimate for the Phoenix deposit effective May
2014.
Discovery and Delineation of the Gryphon Deposit
In March 2014,
drill hole WR-556 resulted in discovery of the Gryphon deposit,
intersecting uranium mineralization averaging 15.33% U3O8 over 4.0 metres
in basement graphitic gneiss, 200 metres below the sub-Athabasca
unconformity. The Gryphon deposit occurs on the K-North trend,
which exhibits numerous favourable exploration criteria including
basement quartzite and graphitic gneisses, basement structures,
reverse offsets of the unconformity, weak basement hosted
mineralization near the unconformity, and anomalous sandstone
geochemistry and alteration.
Historical holes
ZK-04 and ZK-06 drilled in the late 1980s, along the K-North trend,
targeted unconformity-related mineralization and intersected
favourable sandstone structure and alteration as well as alteration
and weak mineralization in the basement approximately 35 metres
below the unconformity. Follow-up drilling campaigns attempted to
locate unconformity mineralization up dip of the weak basement
mineralization. Gryphon deposit discovery drill hole WR-556 was the
first to evaluate the down dip projection of these intersections
into the basement.
Since the
discovery hole at Gryphon, subsequent drilling campaigns in 2014
and 2015 were completed and an initial resource estimate was
released in November 2015. Additional mineralization was discovered
immediately northeast of Gryphon in 2016, which was subsequently
named the “D Series Lenses”. Continued drilling during 2016 and
2017 was focused on expanding the mineral resources at Gryphon and
increasing the level of confidence from an inferred to indicated
category and an updated mineral resource estimate for the Gryphon
deposit was released in January 2018. Drilling was completed during
2018 to test for extensions to the Gryphon deposit (15,621 metres
in 23 drill holes). The deposit was successfully extended to the
northeast by approximately 200 metres, however these results have
yet to be included in a mineral resource estimate. The Gryphon
deposit remains open in numerous areas and the 2018 results confirm
potential to continue to expand the Gryphon mineral resource
outside of the current extents of the deposit.
2019 Annual Information
Form
34
Post-PFS Exploration Drilling Activities
Denison conducted
winter and summer diamond drilling programs at Wheeler River during
2019 – totaling 10,573 metres in 20 holes. The programs were
focused on initial testing of regional target areas (K West, Q
South East, K South, O Zone) with the potential to result in the
discovery of additional high-grade deposits that could form
satellite ISR operations.
The winter 2019
drilling program commenced in early January 2019 and was concluded
by the end of March 2019. A single diamond drill rig was utilized,
which completed 7,434 metres in 14 drill holes across regional
target areas including O Zone (2091 metres; 4 holes), Q South East
(714 metres; 2 holes), K South (1017 metres; 2 holes), K West (1899
metres; 3 holes), M Zone (1116 metres; 2 holes) and Gryphon South
(597 metres; 1 holes). The location of the regional target areas
are provided in the figure below. Highlight drilling results
included:
Unconformity-hosted
mineralization was intersected in drill hole WR-756, highlighted by
0.03% U3O8 over 1.5 metres,
1.3% Cu over 4.0 metres, 0.13% Ni over 4.0 metres and 0.18% Co over
6.0 metres, immediately above the sub-Athabasca unconformity which
was intersected at 543.8 metres below surface.
The
mineralization was accompanied by other geological features
commonly associated with unconformity-related deposits, including
highly structured and hydrothermally altered sandstone and faulted
graphitic basement rocks. Significant fault zones both within the
lower sandstone and upper basement indicate additional unconformity
targets exist to the southeast and northwest along section,
respectively. While the other two holes completed at K West, on 600
metre centers along strike, did not intersect the optimal target
area on their respective sections, they both intersected
significant structure and alteration in the sandstone –
confirming the presence of a mineralizing system along the southern
portion of the K West trend.
Two drill holes,
completed as a fence, were designed to test an unconformity target
on the eastern edge of the Quartzite Ridge - a geological setting
analogous to the Phoenix deposit. The drill holes intersected
structured and hydrothermally altered sandstone, an unconformity
offset of 16 metres and basement stratigraphy identical to the
Phoenix deposit. Targets exist along strike, particularly to the
northeast along the eastern edge of the Quartzite Ridge, which is
largely untested for 8.8 kilometres.
Drill hole WR-749
intersected anomalous uranium in both the upper sandstone (average
1.29 parts per million (“ppm”) uranium from 15 to 130
metres) and the lower sandstone (average 1.03 ppm uranium from 360
to 435 metres). The lower sandstone was also marked by significant
hydrothermal alteration including anomalous clay signatures up to
80 metres above the unconformity. The granite intersected at the
unconformity, at 465 metres, indicates the drill hole overshot the
optimal target. The highly anomalous sandstone signatures indicate
compelling future targets remain to the southeast, and along
strike, where graphitic basement rocks and associated structure are
interpreted to occur (subcrop) at the unconformity.
2019 Annual Information
Form
35
The testing of
DCIP resistivity targets confirmed the presence of a major
post-Athabasca thrust fault with an unconformity offset of over 60
vertical metres and associated significant sandstone structure and
hydrothermal alteration. Additional targets exist over the 3
kilometres of interpreted strike length along the O Zone thrust
fault.
During the summer
2019 exploration program, which commenced in late July and was
concluded by early September, a total of 3,139 metres of diamond
drilling was undertaken in six completed holes utilizing one drill
rig. The summer drill holes were undertaken as a follow-up to the
winter 2019 program along the southern portion of the K-West trend
and designed to follow-up certain targets on existing drill
sections, and to test along strike of previous drill
holes.
In summary, the
six drill holes completed during the summer 2019 exploration
program all intersected favorable hydrothermal alteration within
the basal sandstone associated with the K-West graphitic fault,
including bleaching, desilification, and grey alteration. Three
drill holes (WR-756D1, WR-756D2 and WR753D1) were completed as a
wedge (or daughter) hole from existing drill holes, to follow-up on
results from the winter 2019 exploration program. These drill holes
intersected strong alteration associated with highly anomalous
geochemistry, highlighted by WR-756D1 which averaged 3 parts per
million uranium (partial digest) over the basal 230 metres of
sandstone, indicative of a potentially fertile uranium mineralizing
system along the K-West trend. Somewhat weaker geochemical results
were returned from the other three holes completed (WR759, WR-760,
WR761A) along strike of the winter 2019 drill holes on an
approximate 300 metre spacing. The drill holes completed along
strike are, however, interpreted to have undershot the optimal
target by 45 to 65 metres. Accordingly, additional exploration
along the K-West trend is warranted, particularly along the
northern portion (west and northwest of the Gryphon deposit), where
the strongest geochemical anomalism along the K-West trend occurs
and unconformity targets are largely untested.
2019 Annual Information
Form
36
2019 Drill Testing Target Areas, shown on Basement Geology
Map.
During 2020,
exploration drilling is expected to be focused on the Phoenix
deposit with the objective of delineating additional Indicated
Mineral Resources within the planned ISR freeze dome that may be
incorporated into a future FS. Priority target areas include the
“A/B Gap” (between Zones A and B), Zone B, and Zone C.
Within the A/B Gap, previous drilling has been interpreted to have
missed the optimal target. Within Zone B and C, multiple drill
sections exist where mineralization is not closed-off and/or the
optimal target related to the WS Shear has not been adequately
tested, particularly along the northwestern margin of the deposit.
The mineralization at Zone C is not currently included in the
mineral resources estimated for the Project.
Additional
high-priority regional target areas exist on the property that may
be tested during 2020 or future years. These target areas include
K-West (northern portion), Gryphon South, N Zone and M Zone. The
figure below shows the location of the target areas.
2019 Annual Information
Form
37
High Priority Regional Targets for 2020 Drill Testing, shown on
Basement Geology Map.
Evaluation Activities - 2019 ISR Field Test Program
Subsequent to the completion of
the PFS in 2018, project development and evaluation activities have
pivoted towards initiating and supporting EA and FS processes for
Phoenix. Work during 2019 focused on (a) those activities necessary
to support and move forward the environmental assessment process
(see “Government Regulation – Environmental
Assessments” below), which is currently expected to take
36-48 months to complete from initiation in February 2019, and (b)
those engineering and other studies required to de-risk the Phoenix
deposit as an ISR mining operation.
Engineering
and other studies completed in 2019 included (i) an ISR field test
program, including the installation of CSWs at Phoenix, as the
first CSWs designed for ISR mining in the Athabasca Basin, and (ii)
further ISR metallurgical laboratory testing for uranium recovery
(see “Mineral Processing and Metallurgical Testing,
below).
2019 Annual Information
Form
38
The
ISR field test program was designed to assess the permeability of
Phoenix, and to collect an extensive database of hydrogeological
data to further evaluate the ISR mining conditions present at
Phoenix (see Figure 1 below). This data is of critical importance
to the advancement of Phoenix as an ISR mining operation – as
it is expected to support a detailed assessment of the ISR
requirements related to permeability, and be further incorporated
into a detailed ISR mine plan as part of the completion of a future
FS.
The
Company successfully completed the planned ISR field test work and
safely concluded operations on site at Wheeler River during the
fourth quarter of 2019. The field activities associated with the
2019 ISR field test program were completed over a period of
approximately 23 weeks (starting in June and completed in late
November), and required the support of approximately 40 Denison
employees and contractor staff.
The
objectives of the program were extensive, and the scope of the work
completed on site during the program was considerable. The
following represent the key components of field work completed as
part of the 2019 ISR field test program:
●
Installation
of 4 small-diameter pump/injection (‘P/I’) wells with a
2.5-inch diameter PVC pipe and slotted well-screen set within the
ore zone of Test Area 1 and Test Area 2.
●
Installation
of 5 small-diameter observation wells with a 1.5-inch diameter PVC
pipe and slotted well-screen set at various depths within the ore
zone of Test Area 1 and Test Area 2.
●
Installation
of 6 small-diameter observation wells with a 1.5 inch diameter PVC
pipe and slotted well-screen set at various depths outside of the
ore zone of Test Area 1 and Test Area 2, including wells situated
in the basement formation below Phoenix and in the sandstone above
and adjacent to Phoenix.
●
Installation
of 2 test wells containing Vibrating Wire Piezometers
(‘VWPs’) in each of Test Area 1 and Test Area 2,
equipped with pressure transducers at five different depth
locations – including the overburden (1 transducer),
overlying sandstone (2 transducers), ore zone (1 transducer), and
underlying basement (1 transducer).
●
Installation
of 12 small-diameter regional observation wells with a 1.5 inch
diameter PVC pipe and slotted well-screen set at various depths and
located approximately between 100 metres and 700 metres outside of
the boundaries of the ore zone at Phoenix, for the purposes of
environmental monitoring and baseline data collection.
●
Installation
of 1 re-charge well with a 2.5-inch diameter PVC pipe and slotted
well-screen set within the ore zone horizon for the purposes of
recharging formation test waters.
●
Completion of
a series of short-duration preliminary hydrogeological tests, using
the P/I wells to pump water from or inject water into the ore zone
to collect hydrogeological data and identify hydraulic connectivity
between test wells – validating the ability to move water,
and the existence of significant permeability, within the Phoenix
ore zone.
●
Installation
of 2 large-diameter CSWs within the ore zone – one located in
each of Test Area 1 and Test Area 2 and both designed to meet
expected regulatory and environmental requirements such that they
can ultimately form part of the production ISR well field at
Phoenix.
●
Completion of
a series of short-duration preliminary hydrogeological tests, using
the CSWs to pump water from or inject water into the ore zone to
collect further hydrogeological data and assess the extent of
permeability prior to testing the MaxPERF Drilling
Tool.
2019 Annual Information
Form
39
●
Deployment of
the MaxPERF Drilling Tool in each of CSW1 and CSW2 to complete an
array of lateral drill holes (penetration tunnels) designed to
enhance access from each CSW to the existing permeability within
the ore zone.
●
Completion of
a further series of short-duration preliminary hydrogeological
tests, using each of CSW1 and CSW2 to pump water from or inject
water into the ore zone following the deployment of the MaxPERF
Drilling Tool – indicating potential increased flow rates
following the application of the MaxPERF drilling.
●
Completion of
long-duration hydrogeological tests, using each of CSW1 and CSW2 to
pump water from or inject water into the ore zone for an extended
period of time, to collect further detailed hydrogeological data
designed to simulate fluid flow under conditions similar to an
envisioned commercial production environment.
●
Completion of
approximately 23 individual hydraulic conductivity tests (downhole
packer testing) in 15 boreholes at various depths within and
adjacent to the ore zone of Test Area 1 and Test Area 2 –
including hydraulic conductivity tests within the underlying
basement formation below Phoenix and in the sandstone above and
adjacent to Phoenix.
●
Completion of
downhole geophysics including nuclear magnetic resonance, dual
neutron, and cement-bond log in CSW2 and dual neutron in GWR-001,
GWR-010, GWR-019 and GWR-022.
●
Recovery of
approximately 100 metres of mineralized drill core in 14 individual
drill holes from the installation of P/I and observation wells, as
well as CSWs, within Test Area 1 and Test Area 2 – subject to
detailed on-site geological and geotechnical logging as well as
permeability (permeameter) testing, prior to portions of the core
being preserved for laboratory-based metallurgical test
work.
●
Completion of
extensive permeameter testing in the field, utilizing a portable
nitrogen gas probe permeameter adapted for testing whole drill core
pieces. Permeameter measurements were taken on core at approximate
10 centimetre intervals, resulting in a total of over 1,200
measurements collected from the 2019 ISR field test
program.
The
ISR field test achieved each of the program’s planned
objectives, and was highlighted by several key de-risking
accomplishments, including the following:
●
Confirmation
of significant hydraulic connectivity within the Phoenix ore
zone:
85% of test
wells located within Test Area 1 and Test Area 2 of the Phoenix
deposit showed hydraulic connectivity with another test well (see
Figure 2 and Figure 3). Hydraulic connectivity was observed over
77% of the total strike length tested in Test Area 1 and Test Area
2 combined, and over 100% of the total across-strike length tested.
Taken together, the extent of hydraulic connectivity observed
during the ISR field test program is supportive of the permeability
of the ore zone and the potential suitability for ISR
mining.
●
Installation
of the Athabasca Basin’s first CSWs for ISR:
ISR mining of
the Phoenix deposit is expected to require the installation of
approximately 300 large-diameter/commercial-scale vertical wells
into and surrounding the Phoenix deposit at approximately 400
metres below surface. The installation of CSW1 (GWR-031) and CSW2
(GWR-032) represent a historic milestone for the advancement of ISR
mining within the Athabasca Basin – as the first wells to
have been installed in the Athabasca Basin for the purpose of ISR
mining (see Figure 2 and Figure 3).
Completion of
these wells represents a notable de-risking accomplishment for the
project, as it confirms the ability to drill these large-diameter
holes and install the materials necessary for ISR mining in a
complex and highly altered geological setting that has not
previously been tested for the suitability of the installation of
ISR wells.
2019 Annual Information
Form
40
●
Confirmation
of limited hydraulic connectivity within the underlying basement
units:
During
preliminary tests in Test Area 1 and Test Area 2, negligible
hydraulic responses were observed in the observation wells situated
in the basement rock units underlying the Phoenix deposit. This
result is indicative of the basement units having relatively low
permeability and is supportive of the PFS design for the Phoenix
ISR operation, which relies on the basement units providing
containment of the ISR mining solution in conjunction with the
planned freeze dome.
●
Demonstration
of the effectiveness of MaxPERF to increase CSW access to existing
permeability:
The MaxPERF
Drilling Tool was successfully deployed in CSW1 and CSW2 to create
a series of lateral drill holes (penetration tunnels) roughly 0.7
inches (1.78 centimetres) in diameter, which extend up to 72 inches
(1.83 metres) from the CSW. Initial short-duration hydrogeological
tests confirmed increased flow rates in Test Area 1 following the
completion of the MaxPERF drilling. In Test Area 2, initial
short-duration hydrogeological tests confirmed similar flow rates
both before and after the completion of the MaxPERF
drilling.
These results
confirm that the MaxPERF Drilling Tool can be deployed successfully
within a CSW to mechanically engineer increased access to the
existing permeability of the ore formation. This tool could be of
significant utility in areas of the Phoenix deposit where natural
access to permeability is challenged.
●
Confirmation
of ability to achieve hydraulic conductivity values consistent with
PFS
In February
2020, the Company reported further results of the pump and
injection tests performed on the two CSWs. These tests were
designed to allow for the simulation of fluid flow under conditions
similar to an envisioned commercial ISR production environment
– ultimately facilitating a quantitative assessment of the
bulk hydraulic conductivity of the Phoenix orebody and surrounding
rock formations.
For ISR
mining operations, the term “hydraulic conductivity” is
used to describe the ease with which a fluid can move through the
pore spaces or fractures within a host rock. Hydraulic conductivity
is commonly represented by the symbol ‘K’, is often
stated as a rate of flow (under a unit hydraulic gradient through a
unit cross-sectional area of aquifer) and is typically reported in
units of metres/sec (‘m/s’) or metres/day
(‘m/d’).
The Pump and injection tests completed during
the 2019 Field Test from CSW2 (drill hole GWR-032), after
deployment of the MaxPerf Drilling Tool, produced K values ranging
from 3.7 x 10-7
to 9.6 x 10-7
(or 0.033 m/d to 0.084 m/d) –
consistent with the K values
used in the PFS.
2019 Annual Information
Form 41
The
extensive hydrogeological data sets collected during the 2019 field
program will be incorporated into the hydrogeological model being
developed for Phoenix, which is expected to facilitate detailed
mine planning. Denison expects the hydrogeological model and final
report to be completed in Q1 2020.
Figure 1: Test Areas and Well Installations Completed during
2019
2019 Annual Information
Form
42
Figure 2: Pump/Injection wells, Observation wells and CSW1 in Test
Area 1
2019 Annual Information
Form
43
Figure 3: Pump/Injection wells, Observation wells and CSW2 in Test
Area 2
2019 Annual Information
Form
44
Mineral Processing and Metallurgical Testing
A number of
metallurgical testing programs have been undertaken at the project,
to evaluate the mineral processing potential for both the Gryphon
and the Phoenix deposits.
2014-2018
In 2014,
preliminary metallurgical test work was initiated to assess the
basic metallurgical properties of the deposit ores. In 2017 and
2018, advanced metallurgical testing was completed, to test mill
performance at extremes of potential ore feed grades and impurity
levels, as well as optimize processing parameters. Results of this
testing are incorporated in the Wheeler PFS Report.
In summary, for
both the Phoenix and Gryphon deposits, results of the testing
indicate that ores are readily amenable to acid base leaching with
high uranium extraction rates. Performance in terms of retention
time, reagent usage and consumption are all consistent with current
industry operating parameters. Test work results were positive,
with results generally in line with capacities at existing plants
and with yellowcake produced meeting all specifications from ASTM
C967-13 “Standard Specifications for Uranium Ore
Concentrate”.
In order to
support the evaluation of a contemplated ISR operation for Phoenix,
during the PFS process, Denison completed Leach Amenability Studies
(Bottle Roll Tests) and column leach tests from 2016 to 2018.
Testing included subjecting appropriate ore samples to various pH,
ORP and other solution characteristics and monitoring progress of
leaching over time. Results of these initial tests demonstrated
Phoenix ore responded strongly to acid leach conditions with low
impurities removal, extremely low reagent consumption levels and
high uranium recovery.
2019-2020
In December 2019,
Denison initiated the next phase of ISR metallurgical laboratory
testing for uranium recovery at Phoenix, which will utilize the
mineralized drill core recovered through the installation of
various test wells during the 2019 ISR field test program. The
metallurgical laboratory test program builds upon the laboratory
tests completed for the recovery of uranium as part of the
project’s PFS and is expected to further increase confidence
and reduce risk associated with the application of the ISR mining
method. The results are expected to facilitate detailed mine and
process plant planning as part of a future FS, and will provide key
inputs for the EA process. Significant components of the
metallurgical laboratory test program include core leach tests,
column leach tests, bench-scale tests and metallurgical
modelling.
Metallurgical
test work commenced in the fourth quarter of 2019, and is expected
to include the following:
These specialized
tests involve the testing of intact mineralized core samples
(between 0.75 metres and 1.5 metres in length). Core samples were
collected to represent the various ore types and grade ranges (~1%
to 60% U3O8) at Phoenix. A
triple-tube method of core recovery was employed to ensure the core
could be recovered with minimal breakage and would be
representative of the in-situ conditions at Phoenix, to evaluate
uranium recovery specifically for the ISR mining
method.
2019 Annual Information
Form
45
Denison has
acquired access to a unique and specialized laboratory apparatus at
the Saskatchewan Research Council laboratories, which will be
utilized to completely seal the outer diameter of the intact
mineralized core, thus ensuring that the leach solution travels
through the intact core sample (25 centimetres to 50 centimetres in
length). The tests are expected to utilize mining solution (or
lixiviant) with acid and oxidant concentrations, and injection
pressures, similar to those envisaged during commercial ISR
operations. Denison considers this type of specialized test of
intact competent core samples to be the most representative
available laboratory test of the natural leach conditions of the
host rock. Accordingly, these tests are expected to provide
important detailed metallurgical recovery data that is expected to
inform the Company’s understanding of the potential scope of
the start-up, steady state, and closure of ISR wells.
In February 2020,
the Company reported on the results from the initial core leach
tests. At that time, over 50 days of testing had been completed on
a mineralized core sample recovered from drill hole GWR-016. The
core sample was recovered from between 405 and 407 metres below
surface within the extent of the high-grade core of Phoenix Zone A.
Various parameters for lixiviant composition (including both acid
and oxidant concentration) have been tested to date. In all cases,
the lixiviant is injected into the core continuously and only
interrupted periodically if a change in the lixiviant composition
is required. After the initial test startup, uranium bearing
solution recovered from the core sample returned uranium content in
the range of 13.5 g/L to 39.8 g/L. The average uranium
concentration returned over the last 20 days of testing was 29.8
g/L – which represents a uranium content that is
approximately 200% higher than (or three times) the minimum level
used for the ISR process plant design in the PFS of 10
g/L.
Additional core
samples in the same grade ranges (~1% to 60% U3O8) were obtained
from the 2019 ISR field test program and preserved for
metallurgical tests. These samples will be crushed and packed into
test columns at the test facility, in order to complete traditional
column leach tests utilizing the same mining solutions as the Core
Leach Tests. The testing is expected to provide additional data on
the recovery of uranium, and any other metals, from the various ore
types and grade ranges associated with the Phoenix deposit under
the envisaged ISR mining conditions. The purpose of the Column
Leach Tests is to correlate data from the specialized Core Leach
Tests to the traditional ISR laboratory testing methods used during
the PFS. Additionally, the Column Leach Tests are able to generate
uranium bearing solutions in larger quantities for further
laboratory testing of the process plant flowsheet.
Upon completion
of the Core Leach Tests and Column Leach Tests, Bench-Scale Tests
of each unit operation in the proposed flowsheet is planned. These
tests are expected to use the uranium-bearing solution produced
from both of the Leach Tests. The data from the Bench-Scale Tests
is expected to provide key details for plant design for impurity
removal, uranium precipitation, solid liquid separation, reagent
usage and water treatment.
2019 Annual Information
Form
46
●
Metallurgical
Modelling:
Concurrent with
these tests, Denison is building a metallurgical simulation model
with the basic parameters for mass, energy and water balances. The
data from all laboratory tests will be incorporated into a model
update once testing is completed.
The timing and
completion of the above noted elements of the metallurgical test
program will be contingent on the Company raising sufficient
capital.
Sampling, Analysis and Data Verification
See
“Athabasca Exploration: Sampling, Analysis and Data
Verification” for details.
Mineral Reserve and Mineral Resource Estimates
RPA, an
independent technical consulting firm with relevant experience, was
retained by Denison on behalf of the WRJV to prepare and audit the
mineral resource estimates for the Gryphon and Phoenix deposits in
accordance with CIM Definition Standards (2014) and NI 43-101. The
Wheeler PFS Report contains a combined mineral resource estimate
for the Wheeler River project, with effective dates for the mineral
resource estimates for the Gryphon and Phoenix deposits of January
30, 2018 and May 28, 2014, respectively. See “Mineral
Reserves and Mineral Resources”, above, for a summary of the
combined mineral resource estimate for the Wheeler River
project.
As further
discussed in the Wheeler PFS Report, a mineral reserve estimate for
the Gryphon deposit was prepared based on the January 30, 2018
mineral resources estimate and a mineral reserve estimate for the
Phoenix deposit was prepared based on the March 24, 2014 mineral
resources estimate.
Phoenix Deposit Mineral Resource Estimation
Methodology
Geology,
structure, and the size and shape of the mineralized zones have
been interpreted using data from 243 diamond drill holes which
resulted in three-dimensional wireframe models that represent 0.05%
U3O8 grade envelopes.
The mineralization model generally consists of a higher-grade zone
within an envelope of lower grade material, resulting in two main
estimation domains - higher grade and lower grade. Additionally, a
small zone of structurally controlled basement mineralization was
modelled at the north end of the deposit.
Based on 196 dry
bulk density determinations, Denison developed a formula relating
bulk density to uranium grade which was used to assign a density
value to each assay. Bulk density values were used to weight grades
during the resource estimation process and to convert volume to
tonnage.
Uranium grade
times density (“GxD”) values and density
(“D”) values
were interpolated into blocks in each domain using an inverse
distance squared (“ID2”) algorithm. Hard domain
boundaries were employed such that drill hole grades from any given
domain could not influence block grades in any other domain. Very
high-grade composites were not capped but grades greater than a
designated threshold level for each domain were subject to
restricted search ellipse dimensions in order to reduce their
influence. Block grade was derived from the interpolated GxD value
divided by the interpolated D value for each block. Block tonnage
was based on volume times the interpolated D value.
2019 Annual Information
Form
47
The mineral
resources estimated for the Phoenix deposit were classified as
indicated or inferred based on drill hole spacing and apparent
continuity of mineralization. The block models were validated by
comparison of domain wireframe volumes with block volumes, visual
comparison of composite grades with block grades, comparison of
block grades with composite grades used to interpolate grades, and
comparison with estimation by a different method.
Gryphon Deposit Mineral Resource Estimation
Methodology
The
three-dimensional mineralized wireframes were created by Denison
utilizing Gemcom software following detailed interpretation of the
deposit geology and structure. The wireframes were defined using a
threshold of 0.05% U3O8 and minimum
thickness of two metres. One higher grade domain was defined within
the A1 lenses and three higher grade domains were defined in the D1
lenses based on a threshold of 4.0% U3O8. The wireframes
and drilling database were sent to RPA for grade modelling
following QAQC which included ensuring the wireframes were
‘snapped’ to the drill hole mineralized
intervals.
Based on 279 dry
bulk density determinations, a polynomial formula was determined
relating bulk density to uranium grade which was used to assign a
density value to each assay. Bulk density values were used to
weight grades during the resource estimation process and to convert
volume to tonnage. Uranium GxD values and D values were
interpolated into blocks measuring 5 metres by 1 metre by 2 metres
using an ID2 algorithm since variograms were not considered good
enough to derive kriging parameters. Hard domain boundaries were
employed at the wireframe edges, so that blocks within a given
wireframe were only informed by grade data from that wireframe. For
the A1 high-grade domain, assays were capped at 30% U3O8 with a search
restriction applied to composite grades over 20% and for the D1
high-grade domains, assays were capped at 20% U3O8 with no search
restriction. For the A1-A4, B3-B7, C4-C5 and D2-D4 low-grade
domains, assays were capped at 10% U3O8. For the C1
low-grade domain, assays were capped at 20% U3O8 with a search
restriction applied to composite grades over 10%. For the B1, B2,
E1 and E2 low-grade domains, assays were capped at 15%
U3O8
with search restrictions applied to composite grades over 10%
U3O8 for the B1 domain
and 5.0% U3O8 for the E2
domain. For the D1 low-grade domain, assays were capped at 5%
U3O8. Block grade was
derived from the interpolated GxD value divided by the interpolated
D value for each block. Block tonnage was based on volume times the
interpolated D value.
The mineral
resources estimated for the Gryphon deposit were classified
according to the drill hole spacing and the apparent continuity of
mineralization, as either indicated mineral resources (generally,
drill hole spacing of 25 x 25 metres) or inferred mineral resources
(generally, drill hole spacing of 50 x 50 metres). The block models
were validated by comparison of domain wireframe volumes with block
volumes, visual comparison of composite grades with block grades,
comparison of block grades with composite grades used to
interpolate grades, and comparison with estimation by a different
method.
Phoenix and Gryphon Deposit Reserve Calculations
The mineral
reserve for the Phoenix and Gryphon deposits are summarized in the
following table. For Phoenix, the ISR process has been designed to
a level appropriate for a PFS and mineral reserve estimation, with
application of appropriate modifying factors including geological,
mining, hydrogeological, metallurgical and cut-off grades. The
Gryphon mine design has been completed to a level appropriate for a
PFS and the mineral reserve estimation, with application of
appropriate modifying factors including geological, mining recovery
and dilution and cut-off grades. The estimated mineral reserves are
based on previously estimated indicated mineral resources, which
are converted to probable reserves.
2019 Annual Information
Form
48
Mineral Reserve Estimate – Wheeler River Project –
September 1, 2018
Deposit
|
Category
|
Tonnes
|
Grade(% U3O8)
|
Million lbs U3O8(100%
Basis)
|
Phoenix
|
Probable
|
141,000
|
19.1
|
59.7
|
Gryphon
|
Probable
|
1,257,000
|
1.8
|
49.7
|
Total
|
1,398,000
|
3.5
|
109.4
|
Notes:
1. CIM
definitions (2014) were followed for classification of mineral
reserves.
2. Mineral
reserves for the Phoenix deposit are reported at the mineral
resource cut-off grade of 0.8% U3O8 and are based on
the block model generated for the May 28, 2014 mineral resource
estimate. Mining recovery factor of 85% has been applied to the
mineral resource above the cut-off grade.
3. Mineral
reserves for the Gryphon deposit are estimated at a cut-off grade
of 0.58% U3O8 using a long-term
uranium price of US$40/lb, and a US$/CAD$ exchange rate of 0.80.
The mineral reserves are based on the block model generated for the
January 30, 2018 mineral resource estimate. The cut-off grade is
based on an operating cost of $574/tonne, milling recovery of 97%,
and a 7.25% fee for Saskatchewan royalties (basic royalty plus
resource surcharge).
4. Mineral
reserves are stated at a processing plant feed reference point and
include diluting material and mining losses.
5. Numbers
may not add due to rounding.
Mining Evaluation and Development Operations
Phoenix
ISR mining has
become the industry’s leading low-cost uranium production
method globally – following on from initial use in the 1960s
to extensive use at present in Kazakhstan (the world's largest and
lowest cost producer of uranium), the United States, China, Russia,
and Australia, amongst others. ISR mining is amenable to uranium
deposits in certain sedimentary formations and is well known in the
industry for comparatively minimal surface impact, high production
flexibility, and low operating and capital costs. In 1998, ISR
mining represented roughly 13% of global uranium production,
increasing rapidly to the point where today it is estimated to
account for over 50% of global uranium production. There has been
continuous development and improvement of ISR mining techniques in
past years, particularly in the two decades since the International
Atomic Energy Agency (“IAEA”) published the Manual of
Acid In-Situ Leach Uranium Mining Technology
(IAEA-TECDOC-1239).
ISR mining
involves recovery of uranium by pumping a mining solution (also
referred to as a “lixiviant”) through an appropriately
permeable orebody. The method eliminates the need to physically
remove ore and waste from the subsurface – thus eliminating
the related surface disturbance and tailings normally related to
underground or open pit operations. The mining solution dissolves
the uranium as it travels through the ore zone – effectively
reversing the natural process that originally deposited the
uranium. The mining solution is injected into the ore zone through
a series of cased drill holes called injection wells and pumped
back to surface via a similar series of recovery wells. The
collective of the various injection and recovery wells is referred
to as a wellfield. Once on surface, the uranium bearing solution is
sent to a surface processing plant for the chemical separation of
the uranium. Following the uranium removal, the mining solution is
reconditioned (often referred to as the barren mining solution) and
returned back to the wellfield for further production.
2019 Annual Information
Form
49
ISR wellfields
are designed to effectively target delineated mineralization and
achieve the operation’s desired production level. At present,
the Company expects the drilling of individual wells will be
carried out utilizing either air rotary or mud rotary methods. The
wellfield at Phoenix has been designed using a standard hexagonal
pattern with 10m spacing between wells.
Containment of
the solution is a requirement in ISR operations to ensure recovery
of the uranium and to minimize regional groundwater infiltration
into the ore zone and associated dilution of the mining solution.
In typical ISR operations, this is normally achieved through
natural clay or other impermeable geological layers.
At Phoenix, the
basement rock below the orebody achieves this purpose but the
sandstone formation which hosts and surrounds the ore zone is not
impermeable. As a result, in order to maintain containment, it is
proposed that the entire orebody will be isolated by use of an
artificial freeze wall that will cover all sides and above the
orebody to create an impermeable dome to surround the deposit. This
dome will be keyed into the impermeable basement rocks on all
sides. The freeze wall would be established using directional
drilling methods to drill and case a series of holes from surface
that will run across the orebody. Circulation of a low temperature
brine solution in the holes will remove heat from the ground,
freezing the natural groundwater, and establishing an impermeable
frozen wall encapsulating the deposit.
The following
figures show the ISR operation planned for Phoenix (including the
planned freeze dome and ISR wellfield) in a cross sectional view
and an isometric view.
Proposed ISR Operation – Cross-Sectional View
2019 Annual Information
Form
50
Proposed ISR Operation – Isometric View
Benefits of ISR
operations generally include:
●
Established safety practices
and procedures to ensure health and safety of workers.
●
Minimal environmental
impacts, including low noise, dust, and air emissions, low water
consumption levels, minimal surface disturbance, and full
rehabilitation of the area.
●
Ability to scale production
up or down to meet market demands.
●
Insensitivity to ore grades
(i.e. lixiviants will dissolve the uranium at any
grades).
●
Low initial capital costs and
short timeframe to production.
The Company's
evaluation of the ISR mining method at Phoenix, as detailed in the
PFS, has identified several significant environmental and
permitting advantages, particularly when compared to the impacts
associated with conventional uranium mining in Canada. The
PFS’s plan for the proposed ISR mining operation is expected
to produce no tailings, generate very small volumes of waste rock,
and has the potential for low volumes or possibly no treated water
discharge to surface water bodies, as well as the potential to use
the existing power grid to operate on a near zero carbon emissions
basis.
The planned use
of the freeze wall, to encapsulate the ore zone and contain the
mining solution used in the ISR operation, has the potential to
streamline the mining process, minimize interaction with the
environment, and facilitate controlled reclamation of the site at
decommissioning.
2019 Annual Information
Form
51
Taken together,
ISR mining at Phoenix has the potential to be one of the most
environmentally friendly uranium mining and processing operations
in the world.
Gryphon
The extraction
strategy for Gryphon, as described in the PFS, has not changed from
the approach described in the Company’s preliminary economic
assessment released in March 2016. The planned mining method for
Gryphon is conventional longhole stoping with backfill. Longhole
stoping is a widely used conventional mining method applied in both
the Canadian uranium industry as well as in the broader mining
industry for the extraction of base metals, gold, and other
commodities.
According to the
planned approach, access to the Gryphon deposit will be established
through two shafts. The primary shaft will provide for movement of
personnel and supplies, ore/waste hoisting, and fresh air to the
underground operations. The second shaft will be solely for exhaust
air and secondary egress. Both shafts will be excavated through
blind boring methods. Blind bored shafts have been selected for
vertical access in favour of typical full-face shaft sinking with
cover grouting or freeze curtain protection. Blind bored shafts
offer more competitive costs and construction schedules, and a
reduced risk profile while sinking through saturated ground
conditions. A composite steel/concrete liner will be installed over
the full length of the shaft and grouted into basement
rock.
In the
underground operation, initial underground development will focus
on establishment of permanent infrastructure and flow through
ventilation between the main shaft and the exhaust shaft. Most of
the permanent infrastructure will be located on the 500 m level,
the level of the main shaft station. Following this, development
priorities will be to establish access to the E series lense (E
Zone), which provides early opportunity for ore production and
waste rock storage (in mined out stopes). As mining is initiated in
the E Zone, ramp development will continue to provide access to the
remainder of the ore zones.
The PFS also
assumes that the ore will be hoisted to surface and transported to
the McClean Lake mill for processing. A two-year ramp-up to full
production is planned, with the full production rate set at 9
million pounds U3O8 per year.
Processing at the McClean Lake mill will require the negotiation
and execution of a toll milling agreement, which is not currently
established, and will also require regulatory approvals, which have
not been obtained.
After careful
consideration of the risks and opportunities associated with
concurrent permitting and advancement of project engineering
activities, the Company decided to submit a Project Description and
initiate the Environmental Assessment process in early 2019 to
support the advancement of the Phoenix ISR operation, and to bring
the Gryphon operation forward at a later date (still in line with
the PFS plan of Gryphon first production by 2030).
Processing and Recovery
Phoenix
The uranium
bearing solution from the Phoenix wellfield will be directed to a
self-contained processing facility located adjacent to the
wellfield. The processing plant is expected to house most of the
process equipment in a 46,500 square foot pre-fabricated metal
building.
2019 Annual Information
Form
52
The proposed
processing plant for the Phoenix ISR process will have four major
circuits: impurities removal, yellowcake precipitation,
dewatering/drying, and packaging. The processing plant will also
have filtration systems, bulk chemical storage, process solution
storage tanks, and a control room.
As described
above, Denison is currently conducting additional leaching tests at
the Saskatchewan Research Council laboratories in Saskatoon. The
future results from these tests are expected to form the basis for
the Processing Plant designs planned to be incorporated into a
future FS. Testing is expected to include all unit operations
currently included in the flow-sheet from the PFS, as summarized in
the figure below.
Phoenix ISR Processing Plant Design
Broadly, the ISR
processing plant design at Phoenix involves the beneficiation of
the uranium bearing solution recovered from the wellfields and
pumped to the processing plant, as described below:
●
Impurities removal –
Uranium liberated from underground in the Phoenix deposit will be
routed to an iron/radium removal circuit, where the pH of the
solution will be adjusted to allow the precipitation of iron
hydroxide and other metals. Once the iron hydroxide has
precipitated out of the solution, the solution will be routed to
the primary yellowcake precipitation circuit.
●
Yellowcake precipitation
– The solution will be pH adjusted to optimal levels for
uranium precipitation with sodium hydroxide, then yellowcake
product will be precipitated with hydrogen peroxide, using sodium
hydroxide (or other suitable high pH solution) to maintain optimal
pH. Following uranium precipitation into yellowcake slurry, the
barren mining solution will be reconstituted to the proper acid
level prior to being pumped back to the wellfield for
reinjection.
2019 Annual Information
Form
53
●
Yellowcake dewatering/drying
– The precipitated yellowcake slurry will be transferred to a
filter press, where excess liquid will be removed. Following a
fresh water wash step that will further clean the yellowcake
product, the resulting yellowcake will be transferred to the dryer,
which will further reduce the moisture content, yielding the final
dried, free-flowing product.
●
Packaging – Refined
yellowcake will be packaged in 55-gallon drums.
Taken together,
the processing plant is expected to achieve 98.5% recovery of
uranium from the uranium bearing solution. The simplified
processing plant design, together with the use of the freeze cap,
creates a closed loop system with the prospect of achieving zero
discharge of effluent to the environment. The different types of
chemical reagents will be stored, used, and managed to ensure
worker and environmental safety, in accordance with standards
developed by regulatory agencies and vendors.
Gryphon
The PFS plan
assumes that Gryphon ore will be transported to the McClean Lake
mill for processing.
The results of
the metallurgical test work program completed for the PFS indicate
that the Gryphon deposit is amenable to recovery utilizing the
existing McClean Lake mill flowsheet. Moreover, the deposit is
amenable to processing under similar conditions to those currently
used in the McClean Lake mill. The mill is currently processing
material from the Cigar Lake mine; however, it has additional
licenced processing capacity to a total annual production of up to
24 million pounds U3O8. Overall process
recovery based on metallurgical test work conducted to date has
been estimated at 98.4% for Gryphon ore.
Should Denison
proceed with processing the Gryphon deposit at the McClean Lake
mill, such processing will require certain modifications to the
McClean Lake mill. These modifications include expansion of the
leaching circuit, the addition of a filtration system to complement
the Counter Current Decantation (CCD) circuit capacity, the
installation of an additional tailings thickener, and expansion of
the acid plant. Various other upgrades will also be required
throughout the mill to permit production at the full 24 million
pounds per year U3O8 licenced
capacity, as described in greater detail in the PFS.
Infrastructure, Permitting and Compliance Activities
As a remote
northern greenfield site, the Wheeler River project would require
substantial infrastructure to support operations. The site is
located approximately 5 kilometres from a provincial highway and
powerline. Tie-ins from that infrastructure into site would be
required.
Additional
surface infrastructure required to be located at the sites would
include:
●
5 km access road from
provincial highway 914 to site;
●
5 km power distribution line
from provincial power grid into site; and
2019 Annual Information
Form
54
In accordance
with the plan, production from the Gryphon site will be trucked to
the existing McClean Lake mill to the northeast, via existing
Provincial Highway 914, including 51 km of new road required
between the McArthur River mine and the Cigar Lake mine. The large
scale infrastructure described above and the existing regional
infrastructure in the proximity to the Wheeler River project is
illustrated in the figure below.
Wheeler River Regional Infrastructure
The figure below
reflects the conceptual plan for the Phoenix operation’s
surface facilities, showing the relative scale and nominal
footprint of site infrastructure, including (all estimated sizes
are approximate):
●
Area allocation over the
defined deposit for an ISR wellfield (90 m x 800 m);
●
ISR processing plant (90 m x
48 m);
●
Operations centre (61 m x 41
m), including men’s and women’s dry facilities, 3-bay
maintenance shop, welding bay, warehouse, emergency response
vehicle storage, mine rescue and emergency response office,
laboratory, nurse’s station, training room, offices
(administration, maintenance, and supply chain), meeting rooms,
lunch room, and radiation monitoring room;
●
150-person camp with kitchen
and laundry facilities;
●
Personal-vehicle
parking;
2019 Annual Information
Form
55
●
Main electrical substation
(50 m x 50 m);
●
North and south
gatehouses;
●
Outdoor and covered storage
(15 m x 30 m);
●
Wash bay and scanning
facility;
●
30 m long, 80 tonne weigh
scale;
●
Potable water treatment
facility;
●
Fuel storage and dispensing
facility (gas and diesel);
●
Fire water tank and
pumphouse;
●
Two bullet propane tank
farm;
●
Sewage treatment
facility;
●
Backfill plant with storage
facility;
●
Outdoor fenced hazardous
storage area (30 m x 30 m);
●
Fenced landfill area (90 m x
90 m);
●
Water discharge
station;
●
Special waste storage (46 m x
46 m, 3,200 cubic meter capacity); and
●
Clean waste rock storage (60
m x 60 m, 7,100 cubic meter capacity).
Phoenix Site Conceptual Layout
Taken together,
the Phoenix operation has the potential to be one of the most
environmentally friendly uranium mining projects in the world. Per
the plan in the PFS:
●
The planned ISR approach
produces no tailings.
2019 Annual Information
Form
56
●
The closed loop system of the
processing plant has the potential to eliminate any major sources
of treated water to be discharged to the environment. Due to
evaporation and moisture content of the yellowcake product, the
processing plant may require small volumes of make-up
water.
●
Minimal volumes of surface
run-off will be captured, treated, and used as make-up water in the
processing plant, re-injected underground or processed in the water
treatment plant.
●
Low to near zero carbon
emissions due to the lack of heavy equipment and provision of power
from the provincial power grid.
●
Small volumes of waste
products from the iron precipitation circuits will be temporarily
stored on surface and disposed of in the underground stopes at
Gryphon or other suitable long term storage facility.
At Gryphon, the
most significant environmental concern associated with the project
will be the management of treated mine effluent. Investigations
into environmentally acceptable discharge locations has identified
suitable sites nearby that will minimize any impacts from treated
effluent discharge. Other waste products, such as potentially acid
generating waste rock or low-grade waste products, will be used
underground as backfill on a priority basis where possible.
Otherwise, such materials will be stored in approved facilities
designed for safe closure and decommissioning. Future studies will
evaluate the potential for 100% underground storage to eliminate
the need for surface facilities.
Denison believes
all potential environmental impacts associated with the planned
Phoenix or Gryphon operations can be successfully mitigated through
the implementation of industry best practices.
The project will
require completion of Federal and Provincial environmental impact
assessments. In June 2019, the CNSC and the Saskatchewan Ministry
of Environment accepted the Project Description submitted by
Denison for the ISR uranium mine and processing plant proposed for
Phoenix at the Wheeler River Project. This acceptance initiated the
EA process of assessments for construction, operation and closure
of the Phoenix deposit at Wheeler River for Phoenix in accordance
with the requirements of both the Canadian Environmental Assessment Act,
2012 and the Saskatchewan
Environmental Assessment Act. It is estimated the
assessments will require approximately 36 to 48 months to complete
following these submissions. In late December 2019, Denison
received a Record of Decision from the CNSC, on the scope of the
factors to be taken into account for the Wheeler River EA, which
indicates that the EA will follow the CNSC’s generic
guidelines.
See
“Government Regulation – Environmental
Assessments” for more information.
Denison
recognizes the importance of early engagement and has been
developing relationships with key interested parties since 2016.
Amongst Denison’s guiding principles is the outmost respect
for Indigenous communities, Indigenous Rights, and traditional
knowledge. Denison wishes to share the land and to work in
partnership to return meaningful benefits from the Wheeler River to
potentially impacted Rights holders, communities, and/or groups.
Denison understands the importance of protecting the area in which
it is working – including the land, the water, the animals,
the air, and the history. Denison welcomes input from all
interested parties through the regulatory engagement and
consultation process and interested parties are invited to contact
Denison directly to express any comments (positive or negative) or
recommendations regarding its activities – so that the input
can be incorporated into its project plans, designs, and
decisions.
2019 Annual Information
Form
57
To support its
engagement and consultation activities, Denison has developed
practices to (1) ensure that employment opportunities are
established for residents from the communities of interest; (2)
procure goods and services from suppliers from the communities of
interest and/or Indigenous-owned suppliers, to support continued
exploration and evaluation activities; (3) support important
community-led activities related to wellness and/or the
preservation of traditional knowledge; and (4) solicit input
through engagement and consultation activities into aspects of
project designs (for example, selection of mining methods, access
road routing, and selection of preferred treated water discharge
locations).
Capital and Operating Costs
Capital and
operating cost estimates were developed to support the PFS of the
Gryphon and Phoenix deposits. The estimates address the initial
capital, sustaining capital and operating costs required to
engineer, procure, construct, commission, start-up and operate the
mines, ISR precipitation plant and related infrastructure at the
Wheeler River site and upgrades at the McClean Lake mill. Estimates
were completed to ‘Association for the Advancement of Cost
Engineering’ class four level with an accuracy of -15% to
-30% on the low side and +20% to +50% on the high
side.
The Wheeler River
project total capital cost is estimated at approximately $1.13
billion, comprised of $322.5 million of initial pre-production
capital for the Phoenix operation and $623.1 million of initial
pre-production capital for the Gryphon operation as outlined in the
following table.
Capital Cost Summary
Wheeler River Capital Cost (1,000's)
|
Area
|
Initial
|
Sustaining
|
Total
|
Phoenix
|
$
322,539
|
$
103,411
|
$
425,950
|
Gryphon
|
$
623,120
|
$
82,743
|
$
705,863
|
Sub Total
|
$ 945,659
|
$ 186,154
|
$
1,131,813
|
The capital costs
for the ISR mining of the Phoenix deposit are categorized as
follows:
Phoenix Capital Cost Summary
Phoenix Capital Cost Details (1,000's)
|
Direct Capital Costs
|
Initial
|
Sustaining
|
Total
|
Wellfield
|
$
63,674
|
$
35,402
|
$
99,076
|
ISR
Precipitation Plant
|
$
50,935
|
$
4,606
|
$
55,541
|
Water
Treatment Plant
|
$
1,268
|
$
18,676
|
$
19,944
|
Surface
Facilities
|
$
22,325
|
$
49
|
$
22,374
|
Utilities
|
$
6,538
|
$
803
|
$
7,341
|
Electrical
|
$
18,834
|
$
-
|
$
18,834
|
Civil &
Earthworks
|
$
44,309
|
$
1,331
|
$
45,640
|
Offsite
Infrastructure
|
$
7,950
|
$
-
|
$
7,950
|
Decommissioning
|
$
-
|
$
27,454
|
$
27,454
|
Total Direct Costs
|
$ 215,834
|
$ 88,321
|
$ 304,155
|
Indirect
Costs
|
$
28,288
|
$
5,669
|
$
33,957
|
Other
(Owner's) Costs
|
$
14,227
|
$
-
|
$
14,227
|
Contingency
Costs
|
$
64,190
|
$
9,421
|
$
73,611
|
Total Costs
|
$ 322,539
|
$ 103,411
|
$ 425,950
|
2019 Annual Information
Form
58
The capital costs
for the underground mining of the Gryphon deposit are shown in the
following table.
Gryphon Capital Cost Summary
Gryphon Capital Cost Details (1,000's)
|
Direct Capital Costs
|
Initial
|
Sustaining
|
Total
|
Shafts
|
$
131,522
|
$
-
|
$
131,522
|
Surface
Facilities
|
$
46,932
|
$
6,074
|
$
53,006
|
Underground
|
$
49,518
|
$
68,842
|
$
118,360
|
Utilities
|
$
3,946
|
$
263
|
$
4,209
|
Electrical
|
$
3,613
|
$
-
|
$
3,613
|
Civil &
Earthworks
|
$
11,791
|
$
483
|
$
12,274
|
McClean Mill
Upgrades
|
$
49,920
|
$
-
|
$
49,920
|
Offsite
Infrastructure
|
$
32,392
|
$
-
|
$
32,392
|
Decommissioning
|
$
-
|
$
1,575
|
$
1,575
|
Total Direct Costs
|
$ 329,634
|
$ 77,237
|
$ 406,871
|
Indirect
Costs
|
$
142,015
|
$
5,112
|
$
147,127
|
Other
(Owner's) Costs
|
$
28,143
|
$
-
|
$
28,143
|
Contingency
Costs
|
$
123,328
|
$
394
|
$
123,722
|
Total Costs
|
$ 623,120
|
$ 82,743
|
$ 705,863
|
Operating costs
are estimated for the 14-year mine production period from July 1,
2024 through to March 31, 2037. Phoenix mine production is
scheduled from July 1, 2024 to June 30, 2034 and Gryphon mine
production is scheduled from September 1, 2030 to March 31, 2037.
The table below presents a summary of the Wheeler River
prefeasibility level operating cost estimates.
Wheeler River Operating Cost Summary
Cost Area
|
Phoenix
|
Gryphon
|
Total Cost
|
$000's
|
$/lb U₃O₈
|
$000's
|
$/lb U₃O₈
|
$000's
|
Mining
|
$
44,020
|
$
0.75
|
$
266,202
|
$
5.46
|
$
310,222
|
Milling
|
$
115,577
|
$
1.97
|
$
412,621
|
$
8.45
|
$
528,198
|
Transport
to Convertor
|
$
12,341
|
$
0.21
|
$
10,252
|
$
0.21
|
$
22,593
|
Site
Support / Administration
|
$
82,264
|
$
1.40
|
$
53,346
|
$
1.09
|
$
135,610
|
Total
|
$ 254,202
|
$ 4.33
|
$ 742,421
|
$ 15.21
|
$ 996,623
|
Total US$
|
|
$ 3.33
|
|
$ 11.70
|
|
U308
Sales - lbs in
000's
|
58,767
|
48,817
|
|
The project
economics have been analyzed on a pre-tax basis (100% basis) and a
Denison specific post-tax basis (90% basis, based on
Denison’s current ownership interest and reflected as a
pro-forma analysist in the PFS). Inputs into both pre-tax and
post-tax models include:
●
Estimated metallurgical
process uranium recoveries of 98.5% and 98.2% for Phoenix and
Gryphon mill feeds, respectively.
●
Project capital and operating
cost assumptions, as further described in the PFS.
●
Project schedule assumptions
from 2019 to 2043, as further described in the PFS.
●
Mine production assumptions,
as further described in the PFS.
2019 Annual Information
Form
59
●
Uranium pricing scenarios, as
follows:
o
Base case: (a) Phoenix
– based on UxC’s Q3-2018 Uranium Market Report
Composite Midpoint spot price projection, in constant (uninflated)
2018 dollars, ranging from US$29.48 to US$45.14 per pound
U3O8 during the
Phoenix mine production period; and (b) Gryphon – based on a
fixed price of US$50.00 per pound U3O8 during the
Gryphon mine production period. US$ amounts translated to CAD using
an exchange rate of 1.30 CAD/US$.
o
High case: a fixed price of
US$65.00 per pound U3O8 for both the
Phoenix and Gryphon production.
●
Saskatchewan revenue-based
royalties and surcharges applicable to uranium revenue, as follows:
a) a basic royalty of 5.0% of uranium revenue; b) a resource credit
of 0.75% of uranium revenue (which partially offsets the basic
royalty); and c) a resource surcharge of 3.0% of the value of
uranium revenue. For the purposes of these calculations, revenue
has been computed as gross uranium revenue less transportation
costs to the convertor.
●
No inflation or escalation of
revenue or costs have been incorporated.
The Wheeler River
project pre-tax indicative economic results are illustrated
below.
Pre-tax Economic Results (100% basis)
Pre-Tax Results
|
NPV 8%
|
IRR
|
Payback
|
Base
Case
|
$1,308
million
|
38.7%
|
~ 24
Months
|
High
Case
|
$2,587
million
|
67.4%
|
~ 11
Months
|
(1)
NPV and IRR are calculated to the start of pre-production
activities for the Phoenix operation in 2021.
(2)
Payback period is stated as number of months to pay back from start
of uranium production.
A post-tax
Denison-specific economic assessment includes similar inputs as the
pre-tax assessment with the following modifications:
●
Denison’s share of
project development costs is included in the project’s
capital costs along with their impact on Denison’s estimated
tax pools.
●
The impact of the
Saskatchewan Profit Royalty as estimated for Denison is
included.
●
Denison’s expected
provincial and federal income taxes payable are
included.
●
Denison’s recovery of
toll milling fees paid to the MLJV (22.5% owned by Denison) by the
WRJV for the toll milling of Gryphon ores are
incorporated.
The Wheeler River
project post-tax Denison-specific (90% basis) indicative economic
results are further detailed in the PFS, and summarized as
follows:
Post-tax Economic Results to Denison (90% basis)
Post-Tax Results
|
NPV 8%
|
IRR
|
Payback
|
Base
Case
|
$755.9
million
|
32.7%
|
~26
months
|
High
Case
|
$1,483.8
million
|
55.7%
|
~12
months
|
(1) NPV
and IRR are calculated to the start of pre-production activities
for the Phoenix operation in 2021;
(2)
Payback period is stated as number of months to pay back from start
of uranium production
2019 Annual Information
Form 60
Waterbury Lake
The Waterbury
Lake property is owned by Denison (66.57%) and Korea Waterbury
Uranium Limited Partnership (“KWULP”) (33.41%), as limited
partners, and Waterbury Lake Uranium Corporation
(“WLUC”)
(0.02%), as general partner, in the Waterbury Lake Uranium Limited
Partnership (“WLULP”), pursuant to the Waterbury
Lake Uranium Limited Partnership Agreement. Denison holds a 60%
interest in WLUC and is the operator of the project.
This project
description is based on the project’s technical report
entitled “Technical Report with an Updated Mineral Resource
Estimate for the Waterbury Lake Property, Northern
Saskatchewan” dated December 21, 2018 (the
“Waterbury
Report”) by Serdar Donmez, P.Geo., E.I.T., Dale
Verran, Pr.Sci.Nat., P.Geo., and Paul Burry, P.Geo. of Denison, Oy
Leuangthong, P.Eng, and Cliff Revering, P.Eng, of SRK, Allan
Armitage, P.Geo, SGS Geostat and Alan Sexton, P.Geo, GeoVector
Management Inc. (“GeoVector”), a copy of which is
available on the Company’s website.
The conclusions,
projections and estimates included in this description are subject
to the qualifications, assumptions and exclusions set out in the
technical report. We recommend you read the technical report in its
entirety to fully understand the project.
Property Description, Location and Access
The Waterbury
Lake property is located within the eastern part of the Athabasca
Basin in northern Saskatchewan. The project is located
approximately 750 kilometres by air north of Saskatoon and about
420 kilometres by road north of the town of La Ronge. The property
can be accessed year round by provincial highway to Points North
Landing, which is a privately owned service centre with an airstrip
and accommodations available. Points North Landing is located near
the eastern edge of the property, approximately 12 kilometres away
from current operations. The property’s core camp is
accessible year round via 4x4 trail or ice road during winter
across McMahon Lake. The nearest community is Wollaston Lake, 57
kilometres directly south east of Points North
Landing.
The property is
comprised of 12 contiguous claims and one separate claim covering
40,256 hectares with an annual assessment requirement of $1,006,675
to maintain title to the mineral claims. Based on previous work
submitted and approved by the province of Saskatchewan, there is
sufficient assessment credits available to keep title on the
property secure until at least 2039, with the separate claim secure
until 2032.
The J Zone and
Huskie Zone deposits are located within the property near its
eastern edge. Several uranium deposits are located nearby including
the Roughrider, McClean Lake, Midwest, and Midwest A
deposits.
Any uranium
produced from the Waterbury Lake property is subject to uranium
mining royalties in Saskatchewan in accordance with Part III of The
Crown Mineral Royalty Regulations. See “Government Regulation
- Canadian Royalties.” There are no other back-in rights or
royalties with non-owners applicable to this property. Denison has
a 2% net smelter return royalty on the portion of the project that
it does not own.
There are no
known environmental liabilities associated with the Waterbury Lake
property, and there are no other significant factors and risks that
may affect access, title, or the right or ability to perform work
on the property. All the necessary permits for surface exploration
on the property are in place and current.
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Form
61
Location of the J Zone and Huskie Zone on the Waterbury Lake
project
2019 Annual Information
Form 62
History
Uranium
exploration activities have been conducted over various portions of
the Waterbury Lake mineral claims over the past 40 years. The
current Waterbury Lake mineral claims were originally staked by
Strathmore Minerals Corp. in 2004. Strathmore subsequently spun out
all of its Canadian assets to Fission in 2007. On January 30, 2008,
KWULP and Fission entered into an earn-in agreement for the
Waterbury Lake property, pursuant to which Fission granted KWULP
the exclusive rights to earn up to a 50% interest in the Waterbury
Lake property by funding $14,000,000 of expenditures on or before
January 30, 2011. Additionally, Fission retained an overriding
royalty interest in the property of 2% of net smelter returns. On
April 29, 2010, KWULP had fully funded its $14 million of
expenditures and consequently earned a 50% interest in the
property. Fission and KWULP subsequently formed the WLULP in
December 2010 with each party owning an equal interest. In April
2011, Fission exercised a back-in option right and increased its
interest in the WLULP to 60%.
Effective April
26, 2013, Denison acquired Fission and all of Fission’s
rights and entitlements to the Waterbury Lake property, including
the 2% net smelter returns royalty. Denison became manager of WLULP
and operator of Waterbury Lake. KWULP has not funded spending
programs of the WLULP since January 2014 and, as a result, Denison
has increased its interest in the WLULP (now 66.57%) while KWULP
has diluted.
The Waterbury
Lake uranium project currently consists of two deposits: the J Zone
deposit and the Huskie deposit.
The J Zone
uranium deposit was discovered during the winter 2010 drill
program. The second drill hole of the campaign, WAT10-063A, was an
angled hole drilled from a peninsula extending into McMahon Lake.
It intersected 10.5 metres of uranium mineralization grading 1.91%
U3O8, including 1.0
metre grading 13.87% U3O8 as well as an
additional four meters grading at 0.16% U3O8. Subsequent
drilling led Fission to focus in on a significant mineralized trend
immediately adjacent to the southeastern boundary of disposition
S-107370. The maiden mineral resource estimate for the J-Zone was
issued by Fission in 2011.
Denison first
discovered mineralization at the Huskie zone in summer 2017 with
the intersection 9.10% U3O8 over 3.7 metres,
including 16.78% U3O8 over 2 metres,
from 306.5 to 310.2 metres depth in drill hole WAT17-466A. Further
drilling in 2017 and 2018 resulted in a maiden mineral resource
estimate in December 2018.
Geological Setting, Mineralization and Deposit Types
The Waterbury
Lake property is located near the southeastern margin of the
Athabasca Basin in the southwest part of the Churchill Structural
Province of the Canadian Shield. The Athabasca Basin is a broad,
closed, and elliptically shaped, cratonic basin with an area of 425
km east-west by 225 km north-south. The bedrock geology of the area
consists of Archean and Paleoproterozoic gneisses unconformably
overlain by flat-lying, unmetamorphosed sandstones and
conglomerates of the mid-Proterozoic Athabasca Group.
The Waterbury
Lake property is located near the transition zone between two
prominent litho-structural domains within the Precambrian basement,
the Mudjatik Domain to the west and the Wollaston Domain to the
east. The Mudjatik Domain is characterized by elliptical domes of
Archean granitoid orthogenesis separated by keels of metavolcanic
and metasedimentary rocks, whereas the Wollaston Domain is
characterized by tight to isoclinal, northeasterly trending, doubly
plunging folds developed in Paleoproterozoic metasedimentary rocks
of the Wollaston Supergroup, which overlie Archean granitoid
orthogenesis identical to those of the Mudjatik Domain. The area is
cut by a major northeast-striking fault system of Hudsonian Age.
The faults occur predominantly in the basement rocks but often
extend up into the Athabasca Group due to several periods of
post-depositional movement.
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The basement
beneath the Waterbury Lake project is comprised of approximately
northeast-trending corridors of metasediments wrapping around
orthogneissic domes and locally in the Discovery Bay trend an
east-west trending corridor of metasediments bounded to the north
and south by thick zones of orthogneiss that, based on
interpretation of aeromagnetic images, may represent two large dome
structures. As discussed in the Waterbury Report, the metasediments
and the orthogneiss domes are interpreted to be Paleoproterozoic
and Archean in age, respectively.
The J Zone is
hosted within an east-west trending faulted package of variably
graphitic and pyritic metasediments bounded by orthogneiss to both
the north and south. The pelitic metasedimentary assemblage, which
ranges in thickness from 90 to 120 metres and is moderately steep
dipping to the north includes, from north to south, a roughly 50
metre thick pelitic gneiss underlain by 20 metre thick graphitic
pelitic gneiss, underlain by a 10 to 15 metre thick quartz-feldspar
wedge underlain by 20 metre thick graphitic pelitic gneiss,
underlain by a 15 to 25 metre thick pelitic gneiss, then back into
a footwall orthogneiss. There are discontinuous offsets at the
unconformity that range from a few metres to as much as ten
metres.
The J Zone
deposit can be classified as an unconformity-related deposit of the
unconformity-hosted or egress-style variety. It is currently
defined by 268 drill holes intersecting uranium mineralization over
a combined east-west strike length of up to 700 metres and a
maximum north-south lateral width of 70 metres. The deposit trends
roughly east-west (080°) in line with the metasedimentary
corridor and cataclastic graphitic fault zone. A 45 metre east-west
intermittently mineralized zone occurs in the target area formerly
known as Highland roughly separating the J Zone into two segments
referred to as the eastern and western lenses which are defined
over east-west strike lengths of 260 and 318 metres, respectively.
A thin zone of unconformity uranium mineralization occurs to the
north of intermittently mineralized zone which is interpreted to
represent a mineralized block that has been displaced northwards by
faulting and is referred to as the mid lens.
Mineralization
thickness varies widely throughout the J Zone and can range from
tens of centimetres to over 19.5 metres in vertical thickness. In
cross section, J Zone mineralization is roughly trough shaped with
a relatively thick central zone that corresponds with the
interpreted location of the cataclasite and rapidly tapers out to
the north and south. Locally, a particularly high-grade (upwards of
40% U3O8) but often thin
lens of mineralization is present along the southern boundary of
the metasedimentary corridor, as seen in holes WAT10-066,
WAT10-071, WAT10-091, and WAT10-103. Ten meter step out drill holes
to the south from these high-grade holes have failed to intersect
any mineralization, demonstrating the extremely discreet nature of
mineralization.
Uranium
mineralization is generally found within several metres of the
unconformity at depth ranges of 195 to 230m below surface at the J
Zone. Mineralization occurs in three distinct settings: (1)
entirely hosted within the Athabasca sediments, (2) entirely within
the metasedimentary gneisses or (3) straddling the boundary between
them. A semi-continuous, thin zone of uranium mineralization has
been intersected in occasional southern J Zone drill holes well
below the main mineralized zone, separated by several meters of
barren metasedimentary gneiss. This mineralized zone is informally
termed the South-Side Lens and can host grades up to 3.70%
U3O8, as seen in drill
hole WAT11-142.
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64
The Huskie
deposit is entirely hosted within competent basement rocks below
the sub-Athabasca unconformity primarily within a faulted,
graphite-bearing pelitic gneiss (“graphitic gneiss”) which forms
part of an east-west striking, northerly dipping package of
metasedimentary rocks flanked to the north and south by granitic
gneisses. The Athabasca Group sandstones that unconformably overlie
the basement rocks are approximately 200 metres thick. The deposit
can be classified as an unconformity-related deposit of the
basement-hosted or ingress-style variety and it is located
approximately 1.5 kilometres to the north-east of the J-Zone
deposit.
The deposit
comprises three stacked, parallel lenses (Huskie 1, Huskie 2 and
Huskie 3), which are conformable to the dominant foliation and
fault planes within the east-west striking graphitic gneiss unit.
The drilling to date suggests the grade, thickness, and number of
lenses present is controlled by the presence of northeast striking
faults which cross-cut the graphitic gneiss unit. The northeast
striking faults identified at the Huskie deposit are interpreted to
be part of the regional Midwest structure. The deposit occurs over
a strike length of approximately 210 metres, dip length of
approximately 215 metres and has an overall true thickness of
approximately 30 metres (individual lenses vary in true thickness
of between 1 metre and 7 metres). The deposit occurs at vertical
depths ranging between 240 and 445 metres below surface and 40 to
245 metres below the sub-Athabasca unconformity. The high-grade
mineralization within the lenses is comprised of massive to
semi-massive uraninite (pitchblende) and subordinate bright yellow
secondary uranium minerals occurring along fault or fracture
planes, or as replacement along foliation planes. Disseminations of
lower grade mineralization occur within highly altered rocks
proximal to fault planes. The mineralization is intimately
associated with hematite, which both occur central to a broad and
pervasive alteration envelope of white clays, chlorite and
silicification.
Exploration
With the
exception of drilling, and related work, exploration on the
Waterbury Lake property has mostly been in the form of geophysical
surveys. Airborne magnetic surveys have been flown property wide
and have been used to identify significant basement structures and
to help map basement rock types. Airborne and ground based EM
surveys have also been carried out across the property in order to
define conductive, likely graphitic basement structures that may be
associated with uranium mineralization. Additionally, ground based
induced polarization (DC-IP) and gravity surveys have aimed to
identify zones of low resistivity and negative gravity anomalies
resulting from quartz dissolution and clay alteration. Since
Denison acquired the property in April 2013 and up to the end of
2017, four resistivity surveys (298 line kilometres) have been
completed, comprised of surveys over the Discovery Bay (J Zone),
Oban and Hamilton Lake areas. These surveys augment existing
magnetic, electromagnetic, resistivity and gravity surveys for the
property. The resistivity surveying conducted by Denison have led
to the definition of numerous drill targets, a large portion of
which have been subsequently tested.
A 2D DCIP
resistivity survey comprising 28.8 kilometres (16 lines) was
completed during October 2018. The survey was designed to map the
possible extension of the Midwest structure on to the Waterbury
Lake property and to define possible drill targets for future
testing. This area is referred to as the Midwest Extension
area.
No significant
geological mapping has been conducted on the Waterbury Lake
property to date as the property is predominantly covered by a
thick layer of Quaternary sediments resulting in poor outcrop
exposure; however, several reconnaissance scale surface geochemical
surveys have been undertaken on the Waterbury Lake
property.
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65
Drilling results
from the 2019 exploration drilling program (described below) have
indicated that follow-up exploration work is warranted on the GB
Northeast target area. Reconnaissance drill hole (WAT19-493), which
tested an airborne electromagnetic target, intersected highly
favorable geology and geochemistry. A ground electromagnetic survey
is planned for the GB Northeast target area in 2020, designed to
map favourable conductive lithologies (graphite-bearing basement
rocks) and identify targets for future drill testing.
Drilling
Target areas
drill tested by Denison since April 2013, when Denison acquired the
property, until the end of 2019, have included the Discovery Bay
Extension (12 holes, 3,963 metres), Oban (23 holes, 8,113 metres),
Hamilton Lake (12 holes, 5,880 metres), Arran (3 holes, 888
metres), Huskie (33 holes, 15,143 metres) and GB (11 holes, 4,286
metres). Highlights have included the discovery of the Huskie
deposit and weak mineralization at Oban, Hamilton Lake and GB.
These target areas have untested drill targets that warrant future
follow-up.
The 2019 drilling
program commenced in January and was concluded in March. Activities
focused on drill testing priority target areas associated with the
regional Midwest Structure, which is interpreted to be located
along the eastern portion of the Waterbury Lake property. Target
areas tested included the GB Zone (3,385 metres; 9 drill holes),
Oban South (1,127 metres; 3 drill holes), GB Northeast (323 metres;
1 drill hole) and the Midwest Extension (900 metres; 2 drill
holes), with highlight results described below:
GB Zone – Nine drill holes were
completed to follow-up on basement-hosted mineralization discovered
during the summer 2018 drilling program (see Denison’s press
release dated September 17, 2018). The winter 2019 drill holes were
oriented steeply to the northeast on an approximate 100 x 100 metre
spacing to test the faulted graphitic basement sequence which dips
steeply to the southwest. Basement-hosted mineralization was
intersected in drill hole WAT19-480, highlighted by 0.15%
U3O8 over 6.0 metres,
including 0.26% U3O8 over 3.0 metres.
Additional basement-hosted mineralized intercepts were obtained
approximately 100 metres to the southeast of WAT19-480 in drill
hole WAT19-486 highlighted by 0.25% U3O8 over 2.0 metres
and 0.22% U3O8 over 1.5 metres.
The remainder of the holes encountered variable amounts of basement
structure and alteration, often associated with anomalous
geochemistry. The up-dip projection of the mineralized faults was
tested at the unconformity, where two drill holes encountered
significant hydrothermal alteration but no significant
mineralization.
Oban South – The target area at
Oban South comprises the interpreted intersection of the east-west
trending Oban South graphitic conductor and the north-northeast
trending regional Midwest structure. Three drill holes were
completed as an initial test of the geological concept. The
drilling successfully identified a faulted graphitic unit within
the basement, which was hydrothermally altered, and a broad zone of
desilicification within the lower sandstone, which included 10 ppm
uranium and over 100 ppm boron within the basal 12.5 metres of
sandstone immediately overlying the unconformity.
GB Northeast – A single
reconnaissance drill hole was completed to test a coincident
airborne electromagnetic conductor and magnetic low approximately
2.5 kilometres to the northeast of the GB Zone. The drill hole
intersected moderately to locally strong sandstone alteration and
an altered and faulted graphitic pelite unit immediately below the
unconformity. The drill hole was highlighted by a discrete spike in
basement radioactivity of 1,520 counts per second
(“cps”),
measured with an RS-125 gamma hand-held spectrometer, within the
faulted graphitic pelite unit accompanied by elevated uranium (up
to 200 ppm over 0.5 metres) and pathfinder
geochemistry.
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Form
66
Sampling, Analysis and Data Verification
The following is
a summary of the sampling, analysis and data verification
procedures followed by non-Denison operators to establish the J
Zone mineral resource estimate. For the exploration and drilling
work being completed by Denison since April 2013, including the
drilling completed to define the Huskie deposit, Denison has
followed the sampling, analysis and data verification procedures as
outlined in the section “Athabasca Exploration: Sampling,
Analysis And Data Verification”.
Prior to April
2013, drill core was split once geological logging, sample mark up
and photographing were completed. All drill core samples were
marked out and split at the splitting shack by Fission employees,
put into 5-gallon sample pails and sealed and transported to Points
North, Saskatchewan only prior to shipment. The samples were then
transported directly to the Saskatchewan Research Council
Geoanalytical laboratories (the “SRC Lab”) in Saskatoon,
Saskatchewan by Marsh Expediting. All assay and bulk density
samples were split using a manual core splitter over the intervals
noted in the sample booklet. Half of the core was placed in a
plastic sample bag with the sample tag and taped closed with fibre
tape. The other half of the core was returned to the core box in
its original orientation for future reference. All drill core
samples were evenly and symmetrically split in half in order to try
and obtain the most representative sample possible. Mineralized
core samples which occur in drill runs with less than 80% core
recovery are flagged for review prior to the resource estimation
process. Recovery through the mineralized zone is generally good
however and assay samples are assumed to adequately represent in
situ uranium content. The SRC Lab offers an ISO/IEC 17025:2005
accredited method for the determination of U3O8 weight % in
geological samples. Rock samples are crushed to 60 % at -2 mm and a
100-200g sub sample is split out using a riffler. The sub sample is
further crushed to 90% at -106 microns using a standard puck and
ring grinding mill. An aliquot of pulp is digested in a
concentrated mixture of HNO3:HCl in a hot
water bath for an hour before being diluted by deionised water.
Samples are then analysed by a Perkin Elmer ICP-OES instrument
(models DV4300 or DV5300).
Drill core
samples collected for bulk density measurements were first weighed
as they are received and then submerged in deionised water and
re-weighed. The samples are then dried until a constant weight is
obtained. The sample is then coated with an impermeable layer of
wax and weighed again while submersed in deionized water. Weights
are entered into a database and the bulk density of the core waxed
and un-waxed (immersion method) is calculated and recorded. Not all
density samples had both density measurements recorded. Water
temperature at the time of weighing is also recorded and used in
the bulk density calculation. The detection limit for bulk density
measurements by this method is 0.01 g/cm3.
Prior to the
summer 2010 drill program, the only QAQC procedures implemented on
drill core samples from the project were those performed internally
by SRC Lab. The in-house SRC Lab QAQC procedures involve inserting
one to two quality control samples of known value with each new
batch of 40 geochemical samples. All of the reference materials
used by the SRC Lab on the Waterbury project are certified and
provided by CANMET Mining and Mineral Services. The SRC Lab
internal QAQC program continued through the 2013 drill program.
Starting in the summer of 2010 and continuing into the 2013 drill
program (discontinued after DDH WAT13-350), an internal QAQC
program was designed by Fission to independently provide confidence
in the core sample geochemical results provided by the SRC Lab. The
internal QAQC sampling program determines analytical precision
through the insertion of sample duplicates, accuracy through the
insertion of materials of “known” composition
(reference material) and checks for contamination by insertion of
blanks.
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Blanks, reference
standards and duplicates were inserted into the sample sequence
including field duplicates (quarter core every 1 in 20 samples),
prep and pulp duplicates (inserted by the SRC Lab every 1 in 20
samples) and blank samples (1 sample for every mineralized drill
hole). Beginning in 2012 certified, internal reference standards
were used in all holes drilled at Waterbury Lake, replacing the
re-analysed low, medium and high grade reference samples. The
results of the QAQC programs indicate there are no issues with the
drill core assay data. The data verification programs undertaken on
the data collected from the Project support the geological
interpretations, and the analytical and database quality, and
therefore the data can support mineral resource
estimation.
Mineral Processing and Metallurgical Testing
A preliminary
assessment of the mineralogical and leaching characteristics of a
representative selection of drill core samples from the J Zone was
undertaken between July and December 2011 by Mineral Services
Canada.
The study was
based on a suite of 48 samples of mineralized material collected
from thirty-two drill holes (2010 and 2011 programs). These were
chosen to provide good spatial representation of the J Zone
mineralization as well as representing a wide range of uranium
content. The samples were derived from the half split core
remaining after the initial geochemical / assay sampling process.
All samples were submitted to the SRC Lab for comprehensive
mineralogical analysis and preparation of thin sections for
petrographic analysis. The results of mineralogical work were used,
in conjunction with spatial considerations, to define suitable
composite samples for preliminary leaching test work undertaken by
the Saskatchewan Research Council (“SRC”) Mining and Minerals
Division.
Mineralogical
analysis, utilizing XRD, quantitative mineralogical analysis
(Q-Min), petrography and SEM-EDS analysis, determined that the most
abundant uranium-bearing minerals in the J Zone are uraninite
and/or pitchblende, and coffinite. The gangue mineralogy is
essentially comprised of various amounts of quartz, phyllosilicates
(illite-sericite, chlorite, biotite, kaolinite) and (Fe, Ti)-oxides
(hematite, goethite and anatase). Feldspars also occur in most
samples and carbonates as well as a variety of sulphides are
locally present. Ni-arsenides are recognized throughout the samples
as well. The results of the mineralogical analyses identified five
groupings of samples with ore mineralogies typically dominated by
either uranium oxide or uranium silicate phases.
Preliminary acid
leaching tests were undertaken by SRC Mining and Minerals Division
on composite samples prepared from the sample set. Only the
leaching time and rate of acid addition were considered in the
tests while the other parameters (e.g. solid percentage in the
slurry, temperature, pressure and agitation conditions) remained
fixed. A total of five composite samples were defined based on
spatial location, lithology, uranium grades and mineralogy. Acid
leaching (H2SO4) was performed on
each of the composite samples for 12 hours under atmospheric
pressure and at a temperature of 55-65°C. Agitation was used
to create adequate turbulence. Sodium Chlorate was used as the
oxidant. The tests were undertaken on the assay lab rejects from
XRD analyses that were ground to 90% passing 106 microns. The
percentage of solids in the slurry was set at 50%. The only
variables were the acid addition and leaching residence time. Two
different H2SO4 dosages were used
to create an initial leaching environment with 25 mSc/cm and 55
mSc/cm, respectively. Each composite sample was split into two
subsamples labelled A and B. The A sample was used to test high
acid addition with high initial conductivity and the B sample was
used to test low acid addition with low initial conductivity. The
preliminary acid leaching tests showed that maximum extraction
rates of 97.6 % to 98.5 % U3O8 can be obtained
(depending on the acid addition) within 4 to 8 hours of leaching
time, and that the leaching efficiency was variably affected by
acid addition and leaching time.
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A more
comprehensive phase of metallurgical test work has been recommended
to optimize the leaching efficiency as well as to evaluate other
parameters of the leaching process (grinding size of the ore, solid
percentage in the slurry, temperature, pressure, and residence time
and agitation conditions).
No metallurgical
or mineral processing test work has been completed for the Huskie
deposit.
Mineral Resource Estimates
J Zone
The Company
retained GeoVector to independently review and audit mineral
resource estimates for the Waterbury Lake property, in accordance
with the requirements of NI 43-101, and in 2013 GeoVector prepared
the J Zone Technical Report. See “Mineral Reserves and
Mineral Resources”, above, for a summary of the mineral
resource estimate for the Waterbury Lake project.
For the 2013
mineral resource estimate, a 3D wireframe model was constructed
based generally on a cut-off grade of 0.03 to 0.05 % U3O8 which involved
visually interpreting mineralized zones from cross sections using
histograms of U3O8. 3D rings of
mineralized intersections were created on each cross section and
these were tied together to create a continuous wireframe solid
model in Gemcom GEMS 6.5 software. The modeling exercise provided
broad controls on the size and shape of the mineralized
volume.
Based on a
statistical analysis of the composite database, no capping was
applied on the composite populations to limit high values for
uranium. A histogram of the data indicates a log normal
distribution of the metals with very few outliers within the
database. Analysis of the spatial location of outlier samples and
the sample values proximal to them led GeoVector to believe that
the high values were legitimate parts of the population and that
the impact of including these high composite values uncut would be
negligible to the overall resource estimate.
Using waxed core
and dry bulk density determinations a formula was derived relating
bulk density to grade and was used to assign a density value to
each assay. Bulk density values were used to weight grades during
the resource estimation process and to convert volume to
tonnage.
GxD values and
density (D) values were interpolated into the block model using an
ID2 algorithm. Block grade was derived from the interpolated GxD
value divided by the interpolated D value for each block. Block
tonnage was based on volume times the interpolated D
value.
Two passes were
used to interpolate all of the blocks in the wireframe, but 99% of
the blocks were filled by the first pass. The size of the search
ellipse, in the X, Y, and Z direction, used to interpolate grade
into the resource blocks is based on 3D semi-variography analysis
(completed in GEMS) of mineralized points within the resource
model. For the first pass, the search ellipse was set at 25 x 15 x
15 metres in the X, Y, Z direction respectively. For the second
pass, the search ellipse was set at 50 x 30 x 30 metres in the X,
Y, Z direction respectively. The Principal azimuth is oriented at
075º, the Principal dip is oriented at 0° and the
Intermediate azimuth is oriented at 0°.
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The mineral
resources for the J Zone were classified as indicated based on
drill hole spacing and continuity of mineralization. The block
model was validated by visual and statistical comparisons of
composite grades and block grades.
Huskie Deposit
During the fourth
quarter of 2018, Denison completed a maiden mineral resource
estimate for the Huskie basement-hosted uranium deposit, which was
reviewed and audited by SRK in accordance with NI 43-101 and CIM
Definitions (2014). See “Mineral Reserves and Mineral
Resources”, above, for a summary of the mineral resource
estimate for the Waterbury Lake project.
For the 2018
mineral resource estimate, GEOVIA GEMS™ software (version
6.8) was used to build three-dimensional mineralized wireframes for
the Huskie 1, Huskie 2 and Huskie 3 lenses based on lithological
and structural data from core logs and geochemical assay (or
radiometric probe) data collected from 28 holes totaling 12,273
metres completed by Denison since 2017. A lower cut-off of 0.05%
U3O8 and a minimum
thickness of 1 metre was selected for the mineralized wireframe
model, consistent with similar basement-hosted uranium deposits in
the Athabasca Basin. Of the 13 mineralized drill holes within the
28 hole data population, a total of 10 drill holes met the
parameters for defining the mineralized wireframes.
The mineral
resource model was constrained by the mineralization wireframes.
The assay database (% U3O8 or %
eU3O8) used for
resource modelling consists of 201 assays from the 10 mineralized
boreholes, contained within the three mineralized lenses. The 0.5
metre interval assays were composited to 1.0 metre lengths. Capping
was considered, with only assay data from Huskie 2 being capped for
% U3O8. Density values
were assigned to the database based on a regression between
U3O8 and density data
pairs using the relationship determined for Denison’s Gryphon
deposit, which is also hosted within comparable basement rocks. The
validity of the Gryphon grade:density regression for the Huskie
deposit was confirmed by plotting 12 bulk dry density samples
collected by SRK from the Huskie deposit. Variograms were modelled
to determine appropriate search radii for grade
estimation.
An
accumulation-like approach was used, wherein “U3O8*density”
and “density” were estimated into a three-dimensional
block model, constrained by wireframes in two passes using ID2. A
%U3O8 grade was then
calculated into each block by dividing the estimated U3O8*density by the
estimated density. A block size of 10 by 5 by 5 metres was
selected. Search radii were based primarily on visual observations
and variogram analyses. The estimation of U3O8*density and
density were based on two estimation passes. The block model was
validated using nearest neighbour estimation and by visual
inspection of the block grades relative to composites and swath
plots comparing the ID2 and nearest neighbour model. All blocks
were classified as Inferred.
2019 Annual Information
Form
70
McClean Lake
The McClean Lake
projects are owned by Denison (22.5%) and its joint venture
partners, Orano Canada (70.0%) and OURD (7.5%). Orano Canada is the
operator/manager of the projects.
Except as
otherwise noted below, the project descriptions are based on the
Company’s technical reports: (A) the “Technical Report
on the Denison Mines Inc. Uranium Properties, Saskatchewan,
Canada” dated November 21, 2005, as revised February 16, 2006
(the “McClean Technical
Report”), (B) the “Technical Report on the Sue D
Uranium Deposit Mineral Resource Estimate, Saskatchewan,
Canada” dated March 31, 2006 (the “Sue D Report”), and (C) the
"Technical Report on the Mineral Resource Estimate for the McClean
North Uranium Deposits, Saskatchewan" dated January 31, 2007 (the
“McClean North Technical
Report”), copies of which are available on the
Company’s
profile on the SEDAR website at www.sedar.com. Scott Wilson RPA
(now Roscoe Postle Associates Inc.) was engaged to prepare and
deliver the McClean Technical Report (authored by Richard E.
Routledge, M.Sc., P. Geo.), the Sue D Report and the McClean North
Technical Report (each authored by Richard E. Routledge, M.Sc., P.
Geo. and James W. Hendry, P. Eng.). Each author was an independent
Qualified Persons for the purposes of NI 43-101. By letter dated
October 20, 2009, Orano Canada received from Scott Wilson RPA
subsequent corrections to the resource estimate in the McClean
North Technical Report, which revisions have been incorporated
herein as applicable.
The conclusions,
projections and estimates included in this description are subject
to the qualifications, assumptions and exclusions set out in the
technical reports. We recommend you read the technical reports in
their entirety to fully understand the project.
Property Description, Location and Access
The McClean Lake
property is located within the eastern part of the Athabasca Basin
in northern Saskatchewan, approximately 26 kilometres west of the
Rabbit Lake mine and approximately 750 kilometres north of
Saskatoon. Access to the McClean Lake site is by both road and air.
Goods are transported to the site by truck over an
all–weather road connecting with the provincial highway
system. Air transportation is provided through the Points North
airstrip about 25 kilometres from the project site.
The mineral
property consists of four (4) mineral leases covering an area of
1,147 hectares and 13 mineral claims covering an area of 3,111
hectares. The right to mine the McClean Lake deposits was acquired
under these mineral leases, as renewed from time to time. Mineral
leases are for terms of 10 years with the right to renew for
successive 10-year periods provided that the leaseholders are not
in default of the terms of the lease. A mineral claim grants the
holder the right to explore for minerals within the claim lands and
the right to apply for a mineral lease. The current mineral leases
have terms that expire between November 2025 and August 2026 and
title to the mineral claims is secure until at least 2041. It is
expected that the leases will be renewed in the normal course, as
required, to enable all the McClean Lake deposits to be fully
exploited.
The right to use
and occupy the lands at McClean Lake has been granted in a surface
lease agreement with the province of Saskatchewan. The McClean
surface lease was entered into in 2002, has a term until 2035 (33
years) and covers a land area of approximately 3,677
hectares.
The uranium
produced from the McClean Lake deposits is subject to uranium
mining royalties in Saskatchewan in accordance with Part III of The
Crown Mineral Royalty Regulations. See “Government Regulation
- Canadian Royalties.” In addition, a royalty of 2% of the
spot market price on all U3O8 produced from the
Sue E deposit is payable to the previous owner of a portion of the
deposit.
2019
Annual Information
Form
71
History
Several operators
and related joint ventures have managed the McClean Lake project
from 1968 to present. Their involvement has resulted in the
discovery of several uranium deposits including McClean North,
McClean South, JEB, Sue trend (A,B,C,D,E) and Caribou. Exploration
activities over the project have involved extensive geophysical
surveys, both airborne and ground, in addition to
exploration/delineation diamond drilling.
Uranium
production from the McClean Lake deposits at the onsite McClean
mill facility to date (current to 2019) is approximately 50 million
pounds U3O8. The ore feed for
production is almost entirely sourced from mining activities of the
Sue (A, B, C, and E) and JEB deposits.
1968 – 1974 (Gulf Minerals Canada Ltd.)
From 1968 to
1974, the entire area was held under permit (Permit #8) by Gulf
Minerals Canada Ltd. During this period, Gulf flew an airborne
radiometric survey over the area and conducted reconnaissance and
ground level surveys.
1974 – 1985 (Canadian Occidental Petroleum Ltd)
In 1974 Gulf
reduced their land holding and allowed Permit #8 to lapse. Canadian
Occidental Petroleum Ltd. (“CanOxy”) acquired the ground and
flew a reconnaissance survey over the area in July of that same
year and preceded to stake a 260 square kilometre area called then
the Wolly property (now divided into the McClean Lake and Wolly
properties). CanOxy operated the project from 1974 to 1985 at first
without partners, then in 1977, in partnership with Inco
Ltd.
Initial
exploration consisted of geochemical and ground radiometric
prospecting with follow up drilling. Several geophysical methods
were also used, but correlation with geochemical and radiometric
anomalies was generally poor. In 1977, airborne magnetic and EM
surveys were flown over the property. The results indicated
conductive trends and helped to better define the regional basement
structure and lithology. The first significant discovery came in
1978, when the Tent Lake zone was found along a major conductive
trend. Following this discovery, the emphasis was on geophysical
rather than geochemical or radiometric targets. From 1979 to 1985,
several major discoveries were made based mainly on geophysics and
improved geological interpretations. This included the McClean
North deposit in 1979, the McClean South deposit in 1980, the Candy
Lake zone in 1981 and the JEB deposit in 1982. During this period,
CanOxy completed 781 drill holes for 118,540 metres of drilling;
most of them concentrated in the area now known as the McClean Lake
property.
1985 – 1993 (Minatco / Denison Mines / OURD)
In January 1985,
Minatco entered into a joint venture agreement with CanOxy and Inco
to become the operator of the project. Geophysical and drilling
programs were conducted throughout the project area to follow up
existing mineralized areas, and explore new zones. In 1987, an
additional zone (Pod 5) was found in McClean North. Several very
significant discoveries were also made the following year, in 1988:
two new mineralized zones, Sue A and B were found in the Sue area,
which would lead to the discovery of the highly productive Sue
trend; mineralization was indicated on the McClean South conductor,
west of the McClean Southwest pod; and additional mineralization
was found in McClean North. Additional work in the Sue area over
the next few years, led to the Sue C deposit in 1989, the Sue D
deposit in 1990 and the Sue E deposit in 1991. From 1985 to 1993,
Minatco completed 1,160 drill holes for a total of 171,090 metres
of drilling on the Wolly and McClean Lake projects, most of them
concentrated again in the area now known as the McClean Lake
property. In 1990, the CanOxy-Inco JV sold out to
Minatco.
2019
Annual Information
Form
72
In 1993, Denison
Mines Ltd. exchanged with Minatco a 70% interest in the Midwest
Lake project for a 22.5% interest in the McClean Lake project. OURD
Canada Ltd., a Denison partner, also obtained a 7.5% interest in
McClean. Also in 1993, Orano Canada (formerly Cogema Resources
Inc.) acquired the uranium assets of TOTAL (Minatco in Canada) and
became the operator of the McClean Lake Project.
In 1993, the
joint venture planned to proceed with mine development. The McClean
Lake property was created, and defined as a portion of the Wolly
property outlined by a surface lease (containing the JEB, Sue and
McClean deposits).
Geological Setting, Mineralization and Deposit Types
The McClean Lake
uranium deposits lie near the eastern margin of the Athabasca Basin
in the Churchill Structural Province of the Canadian Shield. The
bedrock geology of the area consists of Precambrian gneisses
unconformably overlain by flat lying, unmetamorphosed sandstones
and conglomerates of the Athabasca Group. The Precambrian basement
complex is composed of an overlying Aphebian aged supracrustal
metasedimentary unit infolded into the older Archean gneisses. The
younger Helikian aged, Athabasca sandstone was deposited onto this
basement complex. The basement surface is marked by a
paleoweathered zone with lateritic characteristics referred to as
regolith.
The McClean Lake
uranium deposits which include the Sue deposits (A to E), McClean
deposits (North and South), Caribou deposit and JEB deposit are
unconformity-related deposits of the unconformity-hosted
variety.
Exploration and Drilling
Exploration
activities including ground geophysics and diamond drilling were
conducted by Orano Canada from 1994 to present. The majority of
exploration has been focused on areas of known mineralization at
McClean North/South, Sue Trend, JEB and the Tent Seal Trend. Other
target areas on the property which have also been subject to ground
geophysics and drilling include Candy Lake, Bena, Vulture and
Moffat Lake. In 2002 the discovery of Caribou, the high- grade
unconformity related uranium deposit was made approximately 2
kilometres northwest of the Sue C open pit. No other significant
discoveries have been made since 2002. During the period 1994 to
2019 Orano Canada completed 98,498 metres of drilling in 505
holes.
There is no
significant exploration planned for 2020 for McClean Lake at this
time.
Sampling, Analysis and Data Verification
The following
description applies to all exploration on the McClean Lake
property.
Following the
completion of a drill hole, the hole is radiometrically logged
using a downhole slim-line gamma probe. The gamma-log results
provide an immediate equivalent uranium value (eU%) for the hole,
which, except in high grade zones, is reasonably accurate. The
gamma-log results, however, have not been used for the purposes of
estimating mineral reserves or resources unless core loss is
significant.
2019 Annual Information
Form 73
Sample intervals
are generally 50 centimetres long, except where higher or lower
grade mineralization boundaries fall within the interval. In that
case, two 25 centimetre samples are collected. Flank samples of 1.0
metre are always collected where mineralization is located. A
background geochemistry sample is collected every 10 metres down
the hole.
All sampled core
is split in half, one half retained and the other sent to an
independent laboratory. Lost core is not an issue at the McClean
project as core recovery has been good. Control samples are
routinely assayed with each batch of core samples
analyzed.
The
mineralization in the various McClean deposits is highly variable
in both mineralogy and uranium content. The principal minerals
identified in the deposits are pitchblende, uraninite and
niccolite. As a result of the highly variable uranium content, a
variable density formula was developed for the McClean deposits.
This formula was modified over the years to account for the fact
that it originally tended to underestimate U3O8 content where the
U3O8 values were
associated with high values of nickel and arsenic.
No opinion can be
given regarding security of samples in the mid to late 1970s and
the late 1980s other than to indicate that subsequent geological
work and all metallurgical and geotechnical work have confirmed the
results. All procedures reviewed follow generally accepted industry
practice. A good demonstration of the reliability is that JEB and
the Sue deposits (B and C) have been mined out and more uranium has
been recovered into stockpiles than had been estimated from surface
drilling.
Mineral Reserve and Mineral Resource Estimates
Estimation
procedures have evolved over the years. At the time of the
feasibility study in 1990, polygonal methods were used for the JEB,
the Sue A, the Sue B, the Sue C deposits and for the McClean zones.
Prior to the start of mining at the JEB deposit, the mineral
reserves were re-evaluated using computerized methods whereby block
models were constructed and geostatistical methods were
implemented. Much more recently, these mineral resource estimates
have been further refined using Whittle pit optimization software.
Appropriate tests and audits of the databases on all the McClean
deposits have been carried out by past qualified Denison personnel.
In the case of JEB, Sue C and Sue B, the amount of U3O8 recovered into
stockpiles was higher than that estimated from surface
drilling.
The Company
received the McClean Technical Report from Scott Wilson RPA (now
Roscoe Postle Associates Inc.) on its mineral reserves and mineral
resources at certain of the deposits (Sue A, B, E and McClean North
and Caribou) at McClean Lake. See “Mineral Reserves and
Mineral Resources”, above, for a summary of the mineral
resource and mineral reserve estimates remaining, after adjusting
for mining activity, as applicable.
In preparing the
McClean Technical Report, Scott Wilson RPA reviewed previous
estimates of mineral reserves and mineral resources at the
applicable properties, and examined and analyzed data supporting
the previous estimates, as well as other available data regarding
the properties, including extensive information from Orano
Canada.
For the Sue E
deposit, Scott Wilson RPA constructed a block model using indicator
kriging to both map out and geologically constrain mineralized
areas. A block that had at least one nearby composite within 10
metres of its centre, and that had composites from at least two
different drill holes in its search neighbourhood was classified as
part of the indicated mineral resource. The indicated mineral
resource was evaluated by Scott Wilson RPA in 2005 using Whittle
economic evaluation software showing that the Sue E pit economics
were robust and mineral reserves were estimated. Mining was
completed at the Sue E pit during 2008 recovering about 91% of the
probable mineral reserves estimated. Scott Wilson RPA classified
approximately 7.3 million of the pounds outside the current pit as
inferred mineral resources. Confirmatory drilling in 2006 by the
operator has indicated that this may be reduced to 2.0 million
pounds, but mineral resources have not been
re-estimated.
2019
Annual Information
Form
74
The mineral
resource estimate for the Caribou deposit is based on a block model
for which grade was interpolated using ordinary kriging. Since
there were no plans for the mining of this deposit at the date of
the McClean Technical Report, the economic potential was not
evaluated and mineral reserves were not estimated.
With respect to
the Sue D deposit, the Company received the Sue D Report in 2006,
authored by Scott Wilson RPA. Scott Wilson RPA carried out an
independent mineral resource estimate for Sue D by conventional 3-D
computer block modeling. A minimum vertical mining width of two
metres was employed with a 0.1% U3O8
cut-off.
Due to the
significant increase in the price of uranium from 2004 to 2006,
Denison engaged Scott Wilson RPA to re-evaluate the uranium
resources in the McClean North trend that are amenable to other
methods of mining. The original McClean Technical Report had only
evaluated mineral resources and mineral reserves of the high grade
portions under the assumption that they would be mined using a
blind shaft mining method. The Company received the McClean North
Technical Report on the mineral reserves and resources at the
McClean North uranium project in 2007.
The re-evaluation
of McClean North was carried out by conventional 3-D computer block
modeling. Wire frames were constructed for each of pods 1, 2 and 5.
The estimate included internal dilution, but not external dilution,
and was carried out at a 0.1% U3O8 cut-off. This
mineral resource estimate is based entirely on diamond drill
information. Block cell dimensions were selected at 8 metre model
grid east west x 5 metre model grid north south and a 2 metre bench
height or approximately 180 tonnes/block. Scott Wilson RPA
constructed a mineral resource wireframe based on kriging, and
constructed a special waste wireframe, that generally surrounds the
mineral resource wireframe, using similar kriging parameters but
with larger search distances. Subsequent to this report, the
Company and Scott Wilson RPA reviewed the block model and
estimation procedures in October 2009 and made a slight revision to
the mineral resource estimate for the McClean North
deposit.
Mining Operations
McClean Lake
consists of nine known ore deposits: JEB; Sue A, B, C, D and E;
McClean North; McClean South; and Caribou. In 1995, the development
of the McClean Lake project began. Mill construction commenced in
1995 and ore processing activities reached commercial production in
November 1999. Mining operations also commenced, and the following
deposits have been mined out to date: JEB (1996 to 1997), Sue C
(1997 to 2002), Sue A (2005 to 2006), Sue E (2005 to 2008) and Sue
B (2007 to 2008). Various test mining programs from 2006 to date
have also been conducted at McClean North.
At December
2019, the remaining ore reserves consist of a limited quantity of
stockpiled ore from historical Sue B open pit mining operations and
test mining activities at McClean North. Approximately 87,454
tonnes of Sue B ore at a grade of 0.35% U3O8 and 2,226 tonnes
of McClean Lake North ore (mined via SABRE, as defined below), at
an average grade of 0.68% U3O8, are stockpiled
on surface as at the end of 2019.
2019 Annual Information
Form 75
Other than
continued test mining activities for SABRE, no additional mining
operations are planned at this time.
Low-grade special
waste from the mining of the JEB, Sue C, Sue A, Sue E and Sue B
deposits has been disposed of in the mined-out Sue C pit. In the
future, Cigar Lake special waste is also expected to be disposed of
in the Sue C Pit. By agreement between the CLJV and the MLJV, costs
to update the Sue Water Treatment Plan and costs to dewater the Sue
C pit for Cigar Lake special waste will be shared 50/50 between the
CLJV and MLJV.
SABRE
The MLJV is
currently assessing the Surface Access Borehole Resource Extraction
(“SABRE”) mining
method technology for extraction of the McClean North deposits. The
SABRE technology is experimental and a feasibility study has not
yet been completed. Previous field tests of the SABRE technology
have produced a small amount of ore, some of which has been
processed into U3O8 and some of which
remain in the ore stockpile at December 2019. See
“Denison’s Operations – SABRE Mining
Program” below for more information on SABRE.
Processing and Recovery Operations
Processing of the
McClean Lake ore stockpiles is anticipated to occur prior to the
end of life of the McClean Lake mill. Historical processing of the
McClean Lake orebodies through 2000 to 2010 has demonstrated strong
performance, with recoveries above 97%. The MLJV anticipates
processing of the remaining stockpiles to have similar performance
results.
Development and Production
In 2012, Orano
Canada (then AREVA) initiated an internal study evaluating the
feasibility of mining the McClean North, Caribou and Sue D deposits
via conventional underground methods. The internal study was
completed in April 2014; however, no formal technical report has
been prepared by Denison in accordance with NI 43-101 and a
production decision has been deferred indefinitely due to the low
uranium price environment.
As part of the
continuing development of the SABRE mining tool in 2020, a small
test mining program at McClean North is expected to occur with the
potential to generate some ore for future processing. See
“Denison Operations-SABRE Mining Program” for more
information on the SABRE development program and potential
processing activity for 2020.
Infrastructure, Permitting and Compliance Activities
The McClean Lake
uranium mill, one of the world’s largest uranium processing
facilities, is currently processing ore from the Cigar Lake mine
under the Cigar Lake toll milling arrangement between the MLJV and
the CLJV. The site has been in operation since the late
1990’s and consists of the mill, a tailings management
facility, administration offices and building, camp facilities,
back-up power supply, water treatment plants and a host of other
minor facilities. The site is connected to the provincial power
grid and provincial highways. Points North Landing Airport provides
transportation to and from site for personnel on a daily
basis.
As a uranium
site, the CNSC permits the operations. On July 1, 2017 the McClean
site received a 10 year license for operations until June 30, 2027.
See “Denison’s Operations – McClean Lake Mill
License” for more details.
2019 Annual Information
Form 76
Midwest
The Midwest
project is owned by Denison (25.17%) and its joint venture
partners, Orano Canada (69.16%) and OURD (5.67%) pursuant to the
Midwest Joint Venture Agreement. Orano Canada is the operator of
the project.
Except as
otherwise noted below, this project description is based on the
project’s technical report entitled “Technical Report
with an Updated Mineral Resource Estimate for the Midwest Property,
Northern Saskatchewan, Canada” dated March 26, 2018 (the
“Midwest Technical
Report”), a copy of which is available on the
Company’s
profile on the SEDAR website at www.sedar.com. The Midwest
Technical Report was authored by Dale Verran, MSc, P.Geo,
Pr.Sci.Nat. and Chad Sorba, P.Geo, of the Company, G. David Keller,
PGeo, formerly of SRK, and Oy Leuangthong, PEng, of SRK. G. David
Keller and Oy Leuangthong are independent qualified persons for the
purposes of NI 43-101.
The conclusions,
projections and estimates included in this description are subject
to the qualifications, assumptions and exclusions set out in the
technical report. We recommend you read the technical report in its
entirety to fully understand the project.
Property Description, Location and Access
The Midwest
property is located within the eastern part of the Athabasca Basin
in northern Saskatchewan. The northern portion of the property is
located on South McMahon Lake, about one kilometre from the Points
North Landing airstrip and about 25 kilometres west by existing
roads from the McClean Lake mill on the McClean Lake property. The
site is approximately 750 km by air north of Saskatoon and about
420 km by road north of the town of La Ronge.
Access to the
Midwest property is by both road and air. Goods are transported to
the site by truck over an all-weather road connecting with the
provincial highway system. Air transportation is provided through
the Points North airstrip.
The property
consists of three (3) contiguous mineral leases, covering 1,426
hectares and contains both the Midwest Main and Midwest A deposits.
The mineral lease containing the Midwest Main deposit (ML 5115) is
556 hectares in size. Each of the mineral leases is at an annual
assessment rate of $75.00 per hectare and has sufficient approved
assessment credits to maintain the ground in good standing until
2031. There is no current production from these mineral leases.
Leases must be renewed every 10 years as part of an administrative
process.
Since the
completion of the underground test mine at the Midwest Main deposit
in 1988 and 1989, the site has been under an environmental
monitoring and site security surveillance program. At present,
there is an inactive water treatment plant, two water storage ponds
and a core storage area on the site, as well as a dam in the Mink
Arm of South McMahon Lake. All of the facilities used in the test
mine program and all of the existing surface facilities are located
on lands owned by the province of Saskatchewan. The right to use
and occupy the lands was granted in a surface lease agreement with
the province of Saskatchewan. The original surface lease agreement
of 1988 was replaced by a new agreement in 2002. This new surface
lease is valid for a period of 33 years. Obligations under the
surface lease agreement primarily relate to annual reporting
regarding the status of the environment, the land development and
progress made on northern employment and business development. The
Midwest surface lease covers an area of approximately 646
hectares.
2019 Annual Information
Form
77
Location of the Midwest Main and Midwest A deposits on the Midwest
project
2019 Annual Information
Form
78
Any uranium
produced from the Midwest deposits is subject to uranium mining
royalties in Saskatchewan in accordance with Part III of The Crown
Mineral Royalty Regulations. See “Government Regulation -
Canadian Royalties.” A portion of Denison's interest in the
Midwest project (i.e. 5.5% of the project reducing to 3.44% after
payout) is subject to a sliding–scale, gross overriding
royalty ranging from 2% to 4% payable to two previous owners of a
portion of the Midwest project.
There are no
known significant factors or risks that may affect access, title,
the right, or ability of Orano to perform work at/on the Midwest
property.
History
Initial
exploration work in the vicinity of the two Midwest deposits began
in 1966. Canada Wide Mines Ltd., a subsidiary of Esso Resources
Canada Ltd., was operator of the project from 1968 to 1982. From
1968 to 1975, exploration was carried out on an exploration permit
which included the area covered by the current mineral leases. Most
of the work was concentrated on the area near South McMahon Lake
where uranium mineralized boulders were found. In 1974, the
exploration permit was changed to mineral leases.
During the winter
season of 1977, one of the holes drilled through the unconformity
encountered mineralization. In January 1978, the Midwest Main
deposit was intersected by the first drill holes. During 1978
through 1980, a further 439 holes were drilled (for a total of
about 650) to delineate the deposit and to explore the surrounding
area of the mineral leases.
In 1987, Denison
acquired a 45% interest in the Midwest project and became the
operator. An underground test mine program was completed in 1989
which confirmed the results of the surface drilling program and
identified a high grade historical mineral reserve containing 35.7
million pounds of U3O8 at an average
diluted grade of 4.5% U3O8, considered to be
mineable by underground methods. This is a historical estimate, not
being treated as current mineral reserves. During this time,
Denison also performed an EM-37 survey and geotechnical drilling
on the Midwest Main deposit. Exploration drilling was conducted to
the east (1988) and along the conductive trend to the north of
Midwest Main deposit (1989).
In 1993, the
respective owners of McClean Lake and Midwest combined their
interests to make two complementary projects with one mill at
McClean Lake. In order to accomplish this, a portion of Denison's
interest in Midwest was exchanged for an interest in McClean Lake.
This transaction, together with several related ownership changes,
resulted in Denison's ownership interest in Midwest being reduced
to 19.5% and Minatco, Orano Canada’s predecessor in title,
becoming the operator.
In 1999, Denison
increased its interest in Midwest by 5.50% through the exercise of
first refusal rights. With the uncertainty of the timing and costs
of the Midwest development and the desire to eliminate the
obligation to pay advance and future royalties on production from
Midwest, Denison decreased its interest in Midwest from 25% to
19.96% effective March 31, 2001. Orano Canada, the operator/manager
of Midwest, also reduced its interest from 70.5% to 54.84% for the
same reason.
At the end of
2004, in order to take advantage of rapidly increasing uranium
prices, Denison again increased its interest at Midwest, along with
its joint venture partners, by buying the 20.70% interest in
Midwest then held by Redstone Resources Inc. This purchase
permitted Denison to acquire a further 5.21% interest in Midwest,
bringing its interest to 25.17%. Orano Canada’s interest
increased to 69.16% and OURD’s interest increased to
5.67%.
2019 Annual Information
Form
79
Geological Setting, Mineralization and Deposit Types
The Midwest
deposits are classified as ‘unconformity-type’ uranium
deposits and occur approximately 200 metres below surface
straddling the unconformable contact between overlying Athabasca
Group sandstones and the underlying Paleoproterozoic and Archean
basement rocks belonging to the Wollaston-Mudjatik Transition Zone.
The north-northeast Midwest structural trend that controls the
Midwest Main and Midwest A uranium deposits follows a
steeply-dipping, graphitic pelitic gneiss, basement unit that is
bounded by granitic gneisses or granite to both the east and west.
The sub-Athabasca unconformity surface is relatively flat on a
regional scale, however there is a slight uplift along the
north-northeast Midwest trend and a generally higher elevation to
the east. Fault zones in the basement are often characterized by
brecciation and strong hydrothermal alteration with clay mineral
development. These fault zones generally extend into the overlying
Athabasca Group sandstone.
The Midwest Main
deposit is lens to cigar shaped, 600 metres long, 10 to over 100
metres wide, with thicknesses ranging from 5 metres to 10 metres.
The deposit consists of a near-massive, high-grade mineralized core
that straddles the unconformity approximately 210 metres below
surface. The high-grade core is surrounded by lower-grade, more
dispersed, fracture-controlled mineralization in both sandstone
and, in minor amounts, in basement rocks. The high-grade
mineralization forms a roughly flat-lying lensoid concentration,
with a root extending down into the basement rocks along a
steeply-dipping fault.
The Midwest A
deposit is approximately 450 metres long, 10 to 60 metres wide,
ranges up to 70 metres in thickness and occurs between 150 and 235
metres below surface. Mineralization straddles the unconformity
contact with minor amounts hosted within basement structures
immediately below the unconformity. Thicker zones of mineralization
above the unconformity are concentrated in conglomerate units at
the base of the Athabasca sandstone. Similar to Midwest Main, a
high-grade core of mineralization is surrounded by a lower-grade,
more dispersed, fracture-controlled envelope.
Exploration and Drilling
Under Orano
Canada’s operatorship, exploration activities resumed in
2004. Exploration drilling was initiated some three kilometres to
the northeast of the Midwest deposit to test ground around a
historic hole MW-338 that had returned an isolated intercept of 3.8
metres at 6.9% U3O8. Between 2005 and
2009, a further 50,831 metres of drilling was completed in 191
drill holes on the property, which discovered and delineated the
Midwest A deposit and identified and evaluated several other
mineralized areas, including the Josie Zone, lying between the
Midwest and the Midwest A deposits. 76 of these holes (20,794.9
metres) have intersected the mineralization associated with the
Midwest A deposit. Additional geophysical programs were also
conducted.
The Midwest Main
deposit was intensively drilled in the late 1970’s and 1980s.
Drill holes defining the Midwest deposit include 615 drill holes,
of which 362 are mineralized. By type, these include exploration,
shallow reconnaissance (<100 metres), and geotechnical drill
holes. Between 2004 and 2017, only 11 drill holes have been
completed on the Midwest Main deposit area under Orano
Canada’s operatorship. Four inclined geotechnical holes were
drilled in 2004 and four shallow geotechnical drill holes were
completed in 2006. Three additional exploration drill holes were
carried out within the deposit outlines in 2006 (MW-677, MW-678,
and MW-685).
No exploration
work was conducted at Midwest during the period 2010 to 2017 or in
2019. The winter 2018 drill program comprised 4,709 metres in 12
completed diamond drill holes. Drilling was conducted on the Points
North conductor (6 drill holes, 2,269 metres) to test exploration
targets, and at Midwest Main (6 drill holes, 2,440 metres) to
collect additional information from the unconformity-hosted
mineralized zone and to test underlying basement
targets.
2019
Annual Information
Form
80
The drilling
validated mineralization at the Midwest Main deposit (based on
preliminary radiometric equivalent uranium results), but did not
intersect any high-grade mineralization on the Points North
conductor, or below the Midwest Main deposit within the basement.
No further exploration is currently planned for 2020.
Sampling, Analysis and Data Verification
During 2017,
Orano Canada undertook a comprehensive review of the databases for
both the Midwest Main and Midwest A deposits ahead of an updated
mineral resource estimate. Concerns were identified at both
deposits that needed to be addressed to increase both the
confidence and the accuracy of the final estimate.
Given the
historic nature of the data at Midwest Main a limited amount of
data was readily available digitally: downhole gamma probe
(“probe”) data
existed only as paper logs making it previously unavailable to be
used, no comprehensive 3D geological model was available, perched
mineralization was not fully modeled, and further data QAQC was
needed. Midwest A has a much more modern data set; however, no dry
bulk density measurements were available, the latest drilling from
September 2007 to December 2009 was not taken into account in the
previous estimate, and the High Grade Zone was assigned an average
uranium grade rather than performing grade modelling. Additionally,
both deposits required new probe to chemical uranium assay grade
(“grade”)
correlations for the calculation of equivalent uranium (eU),
combination of probe and grade data based on core recovery and
probing/drilling parameters to be available for estimation, updated
lithology and structural models (geological models), and an updated
block model.
Work began with
verifying the grade data against assay certificates and a
historical nine track database from ESSO. Some discrepancies were
noted in the sample locations as well as some of the grades due to
typographical errors. When compared to the original drill logs and
the probe logs, these were able to be rectified.
The Midwest
deposits often have core loss associated with the mineralization,
due to the high amount of clay alteration and quartz dissolution
which makes core recovery while drilling difficult. This results in
gaps in the grade dataset that are typically addressed by using
probe radiometric equivalent uranium (eU) data. Digital probe data
was available for Midwest A, however for Midwest Main most of probe
data was never digitized and remained only available on paper logs.
The paper logs for 218 holes were digitized and added to the
Midwest data set. This was followed up by ensuring the probe data
was depth corrected (depth matched with grade data), as well as the
creation of new probe to grade correlations for both
deposits.
Midwest Main had
a robust density to grade correlation; however, Midwest A did not
have any dry bulk density measurements taken. The only density data
at Midwest A was in the form of specific gravity measurements which
do not take into account porosity and therefore tend to
overestimate the density. Due to the high density of uranium,
density is a vital reference for the expected tonnage of high-grade
uranium deposits, which has a direct effect on the amount of
uranium estimated. Given this uncertainty at Midwest A, previous
resource estimations were forced to use a very conservative grade
to density regression formula to avoid overestimation of resources.
During a 2017 site visit, 25 dry bulk density measurements were
taken from the remaining Midwest A drill core and sent for dry bulk
density and geochemical analyses. A new grade to density regression
formula was established showing an increase to the correlation by
approximately 10%.
2019 Annual Information
Form
81
Various chemical
assay methods have been employed at the Midwest Project prior to
Orano Canada assuming operatorship in 2004. The methods described
herein pertain to the program from 2004 onwards. Drill core with
anomalous total gamma radioactivity (>200 counts per second
utilizing a SPP2 or SPPc scintillometer) was sampled over 0.5 metre
intervals. Sampling is undertaken on site by splitting the core in
half, with one half submitted for analysis and the other half
retained in the core box for future reference. Uranium chemical
assays are performed by the SRC Lab located in Saskatoon. Sample
preparation involves crushing and pulverizing core samples to 90%
passing -106 microns. Splits of the resultant pulps are initially
submitted for multi-element ICP-MS analysis following partial
(HNO3:HCl) and total
(HF:HNO3:HClO4) digestions.
Samples with ≥ 1,000 ppm U (partial digest) are re-assayed
for U3O8 using an ISO/IEC
17025:2005 accredited method for the determination of U3O8 weight %. Pulp
splits are digested using aqua-regia and the solution analyzed for
U3O8 weight % using
ICP-OES.
For composite
exploration samples, collected over 20 metre (upper sandstone) or
10 metre intervals (lower sandstone and basement), major and trace
elements are determined using ICP-MS or ICP-OES after partial and
total digestions. Boron values are obtained through NaO2/NaCO3 fusion followed
by ICP-OES. In addition to internal checks by the SRC Lab, Orano
has rigorous QAQC procedures including the insertion of standard
reference materials, blanks and field duplicates.
For mineral
resource estimation purposes, wherever core recovery was less than
75%, the eU values derived from a calibrated downhole gamma probe
are substituted for chemical assays where possible. Core recovery
at Midwest Main is typically good with poorer recovery observed at
Midwest A. For the Midwest A and Midwest Main updated mineral
resource estimates reported herein, 64% and 16% of the assay
intervals relied on eU grades, respectively.
Orano Canada has
performed detailed QAQC and data verification, where possible, of
all datasets, which in Denison’s opinion are in accordance
with industry best practice. Denison has performed additional QAQC
and data verification of the drilling database including review of
the QAQC methods and results, verification of assay certificates
against the database assay table, review of downhole probe and eU
calculation procedures, standard database validation checks and two
site visits to the Midwest project in early 2018. Denison has
reviewed Orano Canada’s procedures and protocols and
considers them to be reasonable and acceptable for mineral resource
estimation.
Mineral Processing and Metallurgical Testing
Several programs
of metallurgical testing have been carried out on Midwest Main
mineralization. The two main studies were by Melis Engineering in
1990 and by SEPA (Service d’Études, de
Procédés et Analyses, engineering department of the Orano
Group in France) in 1998. Both studies show that good metallurgical
recovery of uranium can be achieved. The current McClean mill
milling process differs from what was planned by Melis as a
separate facility was planned in the study. The leaching tests done
by SEPA on the Midwest Main mineralization samples showed that
99.5% of uranium could be extracted using these
conditions:
● Leach
time 24 hours
● Acid
addition 120 kg/tonne
● Free acid
at end of test 25 g/l
●
Oxidation, 02 at 2 bar pressure
● Redox
470 m.v.
2019
Annual Information
Form
82
The current
process for Cigar Lake ore being processed at the McClean mill
requires an eight hour leaching time which is substantially less
than what is proposed as optimal for Midwest Main ore (24 hours).
As the mill has recently undergone upgrades, it is expected these
leaching times will be reviewed.
The test work has
demonstrated that a metallurgical recovery for uranium of 98% from
Midwest Main mineralization can be obtained.
The Midwest Main
deposit has a relatively high amount of arsenic (5-10% overall),
which could affect the water quality discharge from the mill if not
properly precipitated into the tailings. The SEPA study proposed
using ferric sulphate to precipitate the arsenic in the tailings.
Currently the mill is addressing moderate arsenic levels in the
Cigar Lake ore feeds using barium chloride and ferric sulphate to
precipitate it from solution.
Test work was
conducted by Denison in 1992 at Lakefield Research to determine if
the recovery of nickel and cobalt was feasible along with the
extraction of uranium (Lakefield Research, 1992). Test work
indicated that a precipitate with good grades of nickel and cobalt
could be produced from a raffinate solution after the arsenic and
radium are precipitated. It is estimated that an overall process
recovery of 54% for both nickel and cobalt could be
achieved.
The McClean mill
has seen many upgrades and changes since the 1992 and 1998 studies
were conducted. Review of the studies and additional metallurgical
testing will likely need to be conducted prior to assessing the
feasibility of mining of Midwest Main.
There has been no
mineral processing or metallurgical test work completed on the
Midwest A deposit.
Mineral Resource Estimates
The Company
retained SRK to independently review and audit an updated mineral
resource estimate for the Midwest project completed by Orano Canada
in November 2017. The review and audit was done in accordance with
CIM Definition Standards (2014) and NI 43-101. The Company received
a memorandum from SRK dated March 9, 2018, which was incorporated
into the Midwest Technical Report. See “Mineral Reserves and
Mineral Resources”, above, for a summary of the mineral
resource estimate for the Midwest project.
In November 2017,
Orano Canada provided Denison with a comprehensive project database
consisting of drill hole data, mineralized wireframes and block
models for both the Midwest Main and Midwest A deposits. The
Midwest database was sent to SRK to conduct review and audit of the
updated mineral resource estimate completed by Orano Canada. For
the audited mineral resource estimate, SRK used data collected from
several drilling campaigns completed between 1977 and 2009,
including a total of 156 drill holes for Midwest A and 305 drill
holes for Midwest Main. The audited mineral resource estimate
includes expanded Low Grade and High Grade zones for Midwest A and
three primary mineralized zones at Midwest Main, namely
Unconformity, Perched and Basement zones. A summary of the audited
estimation methodology and for Midwest A and Midwest Main are
described below.
The Midwest A
block model consists of two main mineralized domains, Low Grade and
High Grade zones constructed using a 0.05% U cut-off with minimum
thickness of two metres and 10.0% U cut-off with minimum thickness
of one metre, respectively. A perched zone was identified, but was
not considered for resource estimation. The Midwest A deposit
consists of data from 113 boreholes of which 69 boreholes intersect
the mineralization itself.
2019
Annual Information
Form
83
Grades are
comprised of 64% eU data, derived from a calibrated downhole gamma
probe, and 36% chemical assay data. Sample data were composited to
one metre length. An accumulation-like approach was used, wherein
GxD (where grade is in percent uranium) and density were estimated
into a three-dimensional block model, constrained by wireframes in
two passes using ordinary kriging. The grade was then calculated
into each block by dividing the estimated GxD by the estimated
density. A block size of 5 by 5 by 2 metres was selected. Search
radii were based on variogram analyses with a relatively flat
ellipsoid used aligned roughly to the unconformity
surface.
Grade capping was
not performed, however, the treatment of high grades was considered
during estimation by limiting the influence of GxD composites
greater than 20 and density composites greater than 3, to a
neighbourhood of 7.5 cubic metres within the low-grade zone.
Classification is based on drillhole spacing, with blocks
classified as Indicated only found in the sandstone and upper
basement portion of the Low Grade zone with drillhole space of 30
metres or less. The lower basement and all other sandstone blocks
are classified as inferred mineral resources.
The Midwest Main
block model considered three main mineralized domains: one
Unconformity, 19 Perched and a one Basement zone constructed using
a 0.05% U cut-off with minimum thickness of two metres. The Midwest
Main deposit consists of data from 305 boreholes that intersected
the mineralization, with new downhole gamma probe eU data for
unsampled locations or in areas of poor core recovery (less than
75% core recovery). Grades are comprised of 16% eU data, derived
from a calibrated downhole gamma probe, and 84% chemical assay
data. Sample data were
composited to one metre length.
Similar to
Midwest A, two attributes, density and GxD, were calculated into
each block using ordinary kriging, and the uranium grade was then
calculated by dividing the estimated GxD by the estimated density.
A block size of 5 by 5 by 2 metres was selected. Search radii were
based on variogram analyses with a relatively flat ellipsoid used
aligned roughly to the unconformity surface. Capping was not
performed, however, higher grade composites were limited to a
5-cubic-metre neighbourhood of influence. This was applied to all
zones, with high grade thresholds varying by zone. Classification
is based on estimation passes, with blocks classified as Indicated
only in the Unconformity zone and in regions of tight borehole
spacing up to a nominal spacing of 17.5 metres. All other blocks
are classified as inferred mineral resources.
Development and Production
In early 2007,
Orano Canada completed an internal study evaluating the feasibility
of mining the Midwest Main deposit via open pit mining methods and
processing the resulting ore at the McClean Lake mill. In November
2007, the Midwest Joint Venture partners made a formal production
decision to proceed with the development of the Midwest Main
deposit. Subsequently, in November 2008, the Midwest Joint Venture
partners announced that the development of the Midwest Main project
would be delayed for an indefinite period due to delays and
uncertainties associated with the regulatory approval process,
increasing capital and operating cost estimates and the depressed
state of the uranium market at the time. At this time, no
development or production work is planned.
Despite this
decision, the Midwest Joint Venture partners advanced the
environmental assessment process and, after several years of work,
the final version of the Midwest Project Environmental Impact
Statement (“EIS”) was submitted to provincial
and federal governments in September 2011. A Comprehensive Study
Report was drafted by the CNSC and circulated for federal,
provincial and aboriginal review, and in September 2012, the
Midwest EIS was approved.
2019 Annual Information
Form 84
Other Properties, Athabasca Basin, Saskatchewan
Results from the
2019 programs at Denison’s highest priority non-material
properties are discussed below. For Sampling, Analysis and Data
Verification Procedures with respect thereto, see “Athabasca
Exploration: Sampling, Analysis and Data
Verification”.
Hook-Carter
The Hook-Carter
property is owned 80% by Denison and 20% by ALX Resources Corp.
(“ALX”). Denison
has agreed to fund ALX's share of the first $12 million in
expenditures. The Hook-Carter property consists of 6 claims
covering 24,262 hectares and is located in the western portion of
the Athabasca Basin. The project is highlighted by 15 kilometres of
strike potential along the prolific Patterson Lake Corridor
(“PLC”) –
host to the Arrow deposit (NexGen Energy Ltd.), Triple R deposit
(Fission Uranium Corp.), and Spitfire discovery (Purepoint Uranium
Group Inc., Cameco, and Orano Canada), which occur within 8 to 20
kilometres of the property. The property is significantly
underexplored compared to other properties along this trend, with
only five of eight historic drill holes located along the 15
kilometres of PLC strike length. The property also covers
significant portions of the Derkson and Carter Corridors, which
provide additional priority target areas. During 2018, an
additional 3,707 hectares (35 claims) were acquired which extended
the prospective strike length of the Derksen Corridor up to 17
kilometres.
During 2018,
Denison completed a winter and summer diamond drilling program
totalling 6,960 metres in nine holes. The 2018 inaugural drilling
programs were designed to test an initial set of geophysical
targets on a regional scale along 7.5 kilometres of the 15
kilometres of PLC strike length at Hook-Carter. The nine holes
completed successfully identified multiple prospective trends with
geological features commonly associated with Athabasca Basin
uranium deposits, including hydrothermal alteration in both the
sandstone and the basement lithologies associated with graphitic
basement structures.
During 2019, a
diamond drilling program was completed in the first quarter
consisting of 4,797 metres in six completed holes (see drill hole
locations in the figure below). The program was aimed at testing
additional high-priority geophysical targets identified from the
2017 electromagnetic (moving loop TEM) and resistivity (DCIP)
surveys within the interpreted extension of the Patterson Lake
Corridor.
Favorable
structure and alteration was encountered in the majority of the
drill holes completed in the 2019 drilling program, and the initial
batches of geochemical results show significant concentrations of
uranium pathfinder elements, which confirm the presence of a
mineralizing system on the Hook Carter Property. Completion of the
2018 and 2019 drilling programs has provided reconnaissance level
drill hole coverage along the Patterson Lake Corridor at an
approximate 1,200 metre spacing within the 2017 geophysical survey
area. These reconnaissance drill holes form an important initial
repository of drilling data, which is expected to be used to
prioritize target horizons and plan future exploration programs.
There is not currently a planned exploration program for
2020.
2019
Annual Information
Form
85
Hook Carter Drill Hole Locations
Drill hole
highlights from the 2019 drilling program include:
HC19-010A - Targeted a DC resistivity
anomaly located along the eastern edge of the 2017 geophysical
grid. The hole intersected weak to moderate hydrothermal alteration
in the sandstone. Geochemistry results returned anomalous boron
values up to 762 ppm throughout the sandstone column. An additional
DC resistivity target is located to the southeast on this
section.
HC19-011 – Tested a roughly
coincident electromagnetic-resistivity anomaly 900 metres along
strike to the southwest of HC19-010A. Drill hole HC19-011
intersected moderate to locally strong hydrothermal alteration in
the sandstone and weakly elevated radioactivity in hematized clay
near the unconformity (up to 225 cps with a handheld RS-125
spectrometer). Elevated levels of boron, up to 3,320 ppm, were
reported in the sandstone and immediately below the unconformity.
It has been interpreted that HC19-011 likely overshot the optimal
target and additional targets may exist to the southeast on
section.
HC19-013A and HC19-014A – These
drill holes tested electromagnetic targets, 1.5 kilometres and 2.7
kilometres along strike to the northeast of HC19-010A,
respectively. HC19-013A encountered multiple zones of strongly
brecciated, faulted and hydrothermally altered sandstone,
particularly near the unconformity. Strongly silicified pelitic
gneisses and a graphite-rich pelitic gneiss were intersected within
the basement that exhibited extensive shearing, faulting and
brecciation. Elevated radioactivity, with handheld RS-125
spectrometer values of up to 170 cps, was recorded in some of the
fault zones in the basement.
2019
Annual Information
Form
86
The sandstone
column returned highly anomalous boron values ranging from 45 to
1,110 ppm in the basal 300 metres. One 10-metre composite sandstone
sample, from 100 – 110 metres, averaged 5.79 ppm uranium
(partial digest). Collared approximately 1.2 kilometres northeast
of HC19-013A, drill hole HC19-014A encountered similar sandstone
structure and alteration restricted to the basal portion of the
sandstone column. A massive white clay zone about three metres in
thickness was encountered at the unconformity. HC19-014A
encountered strongly sheared, faulted and brecciated graphitic
pelitic gneiss in the basement. Strong clay alteration and
hematization followed the graphitic unit extending about 10 metres
into the underlying quartz-flooded granitic gneiss.
Lithogeochemical samples from HC19-014A did not yield anomalous
uranium values, however one sample from the basal 3 metres of the
sandstone column returned 1,380 ppm boron.
HC19-012 – Targeted a strong
electromagnetic anomaly in the central portion of the 2017
geophysical survey area. The hole was designed to test the basement
below historic drill hole HK-002. Sandstone structure included
several narrow zones of blocky and locally brecciated core.
Significant hydrothermal alteration was noted in the sandstone.
Lithogeochemical samples analyzed from this hole returned strongly
anomalous boron values up to 1,000 ppm for the entire sandstone
column. Structurally-controlled clay alteration was observed in
multi-metre sections. A weakly to moderately bleached, locally
sheared, weakly graphitic unit was intersected in the basement
below HK-002.
HC19-015 – Completed
approximately 3 kilometres southwest of HC19-011, to test a
resistivity target that is coincident with a historical
electromagnetic anomaly. Weak dravite and pyrite alteration was
noted mostly in the upper portions of the sandstone column. The
basal 30 metres were desilicified with several unconsolidated
sections. Basement lithologies encountered included a graphitic
breccia and a weakly graphitic pelite unit. Pervasive strong quartz
flooding was observed throughout the basement and elevated
radioactivity of up to 350 cps was measured with a hand-held RS-125
scintillometer in a hematized zone below the
unconformity.
2019 Annual Information
Form
86
Other Denison Athabasca Projects
Denison’s
other Athabasca projects range in exploration maturity and present
numerous exploration opportunities. Denison continuously reviews
its significant land package with a view to generating new
exploration targets or creating spin-out opportunities. The table
below provides a list of Denison’s Athabasca projects as at
December 31, 2019.
Projects
|
Denison
Ownership
|
JV Partner
|
# Claims
|
Hectares
|
Bachman
Lake
|
100%
|
|
5
|
11,419
|
Bell
Lake
|
100%
|
|
6
|
16,479
|
Brown
Lake
|
100%
|
|
4
|
1,853
|
Candle
Lake
|
44.66%
|
Uranium
One/JCU
|
1
|
2,595
|
Crawford
Lake
|
100%
|
|
5
|
11,800
|
Darby
|
59.55%
|
Uranium
One
|
9
|
15,392
|
Epp
Lake
|
100%
|
|
2
|
865
|
Ford
Lake
|
100%
|
|
8
|
10,924
|
Hatchet
Lake
|
70.15%
|
Eros
Resources
|
9
|
10,212
|
Jasper
Lake
|
100%
|
|
1
|
900
|
Johnston
Lake
|
100%
|
|
6
|
17,265
|
Lynx
Lake
|
59.55%
|
Uranium
One
|
1
|
1,274
|
Mann
Lake
|
30%
|
Cameco/Orano
|
2
|
3,407
|
Marten
|
100%
|
|
2
|
5,008
|
Moon
Lake
|
59.55%
|
Uranium
One
|
2
|
4,309
|
Moon
Lake North
|
100%
|
|
5
|
788
|
Moon Lake South(1)
|
51%
|
CanAlaska
|
1
|
2,716
|
Murphy
Lake
|
100%
|
|
8
|
8,686
|
Packrat
|
100%
|
|
2
|
2,102
|
Park
Creek
|
49%
|
Cameco
|
8
|
7,798
|
Russell
Lake
|
37.82%
|
Cameco/Boyko
|
1
|
355
|
South
Dufferin
|
100%
|
|
8
|
9,569
|
Torwalt
Lake
|
100%
|
|
1
|
812
|
Turkey
Lake
|
100%
|
|
1
|
3,789
|
Waterbury
South
|
100%
|
|
7
|
1,145
|
Waterfound
|
12.32%
|
Orano/JCU
|
25
|
11,670
|
Waterfound
North
|
59.55%
|
Uranium
One
|
4
|
4,124
|
Wolly
|
21.89%
|
Orano/JCU
|
17
|
23,700
|
Wolverine
|
100%
|
|
5
|
7,006
|
Notes:
(1)
Subject of an option
agreement between Denison and CanAlaska Uranium Ltd., pursuant to
which Denison can earn up to a 75% interest in the
property.
2019 Annual Information
Form
88
ATHABASCA EXPLORATION: SAMPLING, ANALYSIS AND DATA
VERIFICATION
Unless otherwise specifically disclosed herein,
the following describes the procedures and protocols for all
Athabasca exploration programs operated by Denison in reference to
drill hole surveying, downhole radiometric surveying, core logging,
core sampling, sample preparation methods, analytical procedures,
Quality Assurance and Quality Control (“QAQC”) and data verification. For Sampling,
Analysis and Data Verification procedures employed by other
operators, past or present, on projects in which Denison holds an
ownership interest, refer to those project sections within the AIF,
specifically for McClean Lake, Midwest and Waterbury
Lake.
Drill Hole Surveying
Drill
collars are typically sited and surveyed in the field using a
Differential Global Positioning System (“DGPS”) to
determined accurate coordinates and elevation. The drill rig
azimuth and dip is aligned using a field compass (set to the
appropriate magnetic declination) or a rig alignment tool. The
trajectory of all drill holes is determined with a Reflex survey
instrument in single point mode, which measures the dip and azimuth
at 50 metre intervals down the hole.
Downhole Radiometric Probe Surveying
When possible,
all drill holes are surveyed immediately after drilling with a
downhole radiometric probe to measure natural gamma radiation. Each
survey consists of either a HPL2375 single sodium iodide (NaI)
scintillation crystal tool or a 2GHF-1000 triple gamma (one sodium
iodide crystal and two ZP1320 high flux Geiger-Mueller (GM) tubes)
tool attached to a MX-Series winch with a MGX data recorder
connected to a portable computer. All logging instruments are
manufactured by Mt. Sopris Instruments Inc., Denver CO and powered
by a portable Honda generator.
Downhole logging
measurements are completed within the drill rods for both down and
up survey runs using MSLog software provided by Mt Sopris. Logging
speeds are maintained at approximately 10 metres/minute. Individual
data recordings are stored separately for each run on a portable
laptop computer.
Total count
measurements from each survey are converted to radiometric
equivalent grade U3O8 %
(“eU3O8”)
values using conversion coefficients derived from calibration
facilities at the SRC pits located in Saskatoon, Saskatchewan. The
calibration facilities allow for regular checks on both probes and
probing equipment and to monitor or determine maintenance issues
before field operations begin. This site consists of four
mineralized holes, with isolated uranium concentrations of 1.4,
1.6, 1.6 and 0.21 metres wide with U grades varying from 0.063,
0.29, 1.25 and 4.07%, respectively. Individual probes are
calibrated using the NaI crystal measurements a minimum of two
times per year, normally before and after the winter and summer
field seasons. Survey results are also corrected for attenuation of
signal in water and for the thickness of steel pipe in the hole. GM
tubes are checked for drift at the site, however calibration
factors for these probes was derived separately using direct
comparisons of total count values with assay core results as high
as 80% U3O8. The
“in-situ” nature of this calibration procedure allows
for a wider spectrum of predicted results than using the SRC
calibration facilities.
The Company
typically reports eU3O8, derived from a
calibrated downhole total gamma probe, as preliminary during its
exploration programs and subsequently reports definitive assay
grades following sampling and chemical analysis of the mineralized
drill core.
2019
Annual Information
Form
89
Core Logging
Denison employs
suitably qualified persons to log all drill core in detail at
dedicated, custom-built core logging facilities proximal to
drilling operations. Routine logs completed for each drill hole
include lithology, sandstone texture, paleoweathering,
mineralization, alteration, structure (interval and point),
geotechnical and gamma (handheld scintillometer). Where required
for geophysical survey reconciliation, additional logs may include
magnetic susceptibility and other physical property measurements.
For advanced projects where mining studies may be applicable
geotechnical logs are expanded and may also include point load
testing. All logging data, together with collar and survey
information and a drill hole summary, are uploaded to a DH Logger
database with central storage on Denison’s server at the
Saskatoon office. In addition, drill core is photographed, both wet
and dry, before it is stored at project sites either in racks or as
cross-stacks. Drill core handling and sampling protocols are in
accordance with industry best practices.
Core Sampling, Sample Preparation and Assaying
Assay Samples
Denison submits
drill core samples for chemical U3O8 assay for all
mineralized intervals, where core recovery permits. Mineralized
intervals are identified by handheld scintillometre and confirmed
by downhole gamma probe logs. All mineralized core is broken into
approximate 10 centimetre pieces and measured with a handheld
scintillometer (RS-120 or RS-125) by removing each piece of drill
core from the ambient background, noting the most pertinent
reproducible result in counts per second (“cps”), and carefully returning it
to its correct place in the core box. Any core registering over 500
cps is marked for sampling, typically over 50 centimetre intervals.
A threshold of 300 cps has been used at Wheeler River’s
Gryphon deposit since the beginning of 2017. Additional
non-mineralized ‘shoulder’ samples are marked over 50
centimetre intervals to flank both ends of the mineralized
intervals. In areas of strong mineralization more than one sample
on either end is sometimes required. All core samples are split in
half with a hand splitter according to the sample intervals marked
on the core. One-half of the core is returned to the core box for
future reference and the other half is tagged and sealed in a
plastic bag. Bags of mineralized samples are sealed for shipping in
metal or plastic pails depending on the radioactivity
level.
Because the
mineralized drill cores are classified as hazardous materials and
are regulated under requirements governing the transport of
dangerous goods, Denison staff have been trained in the proper
handling and transport of the cores and deliver them from the core
facility directly to the laboratory without outside
contact.
All drill core
U3O8 assays are
conducted by the SRC Lab. The assay sample preparation and
analytical procedures are as follows:
●
Drill core samples are
received by the analytical laboratory from Denison in sealed
five-gallon plastic or metal pails. Each sample is contained in a
sealed plastic bag with a sample tag. A packing slip is enclosed
that contains instructions and a sample number list. Samples are
verified against the packing slip. Any extra samples or missing
samples are noted and Denison is informed.
●
Samples are sorted and
processed according to location (sandstone or basement origin) and
level of radioactivity.
●
Sample preparation includes
drying, jaw crushing to 60% passing -2 millimetres and pulverizing
to 90% passing -106 microns.
2019
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90
●
The resultant pulp is split
and digested using a two-acid partial digest (HNO3:HCl) and a
three-acid ‘total’ digest (HF: HNO3:HClO4) and the
respective solutions analyzed for multi-elements, including
uranium, using ICP-OES (SRC Lab analytical method ICP1). Boron
values are obtained through NaO2/NaCO3 fusion followed
by ICP-OES.
●
When uranium partial values,
as obtained above, are ≥1,000 ppm, sample pulps are
re-assayed for U3O8 using SRC
Lab’s ISO/IEC 17025:2005 accredited method for the
determination of U3O8 wt%. A split of
the sample pulp is digested using aqua-regia (HCl:HNO3 in the ratio 3:1)
and the solution analyzed for U3O8 wt% using
ICP-OES.F
Bulk Dry Density Sampling
In addition,
samples are routinely collected from mineralized intersections for
bulk dry density determination as required for mineral resource
estimation. Density samples are typically collected at a frequency
of one density sample per 10 assay samples (i.e. 1 sample for every
5 metre interval), also ensuring the density samples are
representative of the uranium grade range and the different domains
of the deposit. The density samples comprise half-split core over
10 centimetre intervals, and for each sample, the depth, rock type
and gamma scinitllometre reading is recorded. The samples are sent
to the SRC Lab for analysis along with the mineralized core samples
for assay. At the SRC Lab, the density samples are first weighed as
received and then submerged in de-ionized water and re-weighed. The
samples are then dried until a constant weight is obtained. The
sample is then coated with an impermeable layer of wax and weighed
again while submersed in de-ionized water. Weights are entered into
a database and the bulk density of each sample is calculated. Water
temperature at the time of weighing was also recorded and used in
the bulk density calculation. Following bulk density determination,
the samples are sent for uranium assay using SRC Lab’s
ISO/IEC 17025:2005 accredited method for the determination of
U3O8 wt% in order to
ensure a direct correlation can be made between density and assay
values.
Exploration Samples
Three other types
of drill core samples are collected during routine exploration, the
results of which are used to prioritize drill holes for follow-up
exploration or determine geochemical and/or alteration vectors
toward mineralization, as follows:
1.
Composite geochemical samples
are collected over approximately 10 metre intervals in the upper
Athabasca sandstone and in fresh lithologies beneath the
unconformity (basement) and over 5 metre intervals in the basal
sandstone and altered basement units. The samples consist of 1
centimetre to 2 centimetres disks of core collected at the top or
bottom of each row of core in the box over the specified interval.
Care is taken not to cross lithological contacts or stratigraphic
boundaries. These samples are submitted to the SRC Lab for sample
preparation and multi-element analysis. The same sample preparation
procedures are used as described above for U3O8 assay samples.
The pulps are analyzed using the ICPMS Exploration Package which
includes a total digest (HF:HNO3:HCIO4) and partial
digest (HNO3:HCl) followed by
ICP-MS analysis. Boron values are obtained through NaO2/NaCO3 fusion followed
by ICP-OES.
2.
Representative/systematic
core disks (one to five centimetres in width) are collected at
regular 5 metre to 10 metre intervals throughout the entire length
of core until basement lithologies become unaltered. These samples
are analyzed for clay minerals using reflectance spectroscopy.
Samples for reflectance clay analyses are analyzed by Denison using
an ArcSpectro FT-NIR ROCKET spectrometer and sent to AusSpec
International Ltd. (AusSpec) for interpretation.
2019
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Form
91
3.
Select spot samples are
collected from significant geological features (i.e. radiometric
anomalies, structure, alteration etc.). Core disks 1 to 2
centimetres thick are collected for reflectance spectroscopy and
split core samples are collected for geochemical analysis. The same
reflectance spectrometry or geochemical procedures as described
above are used.
These sampling
types and approaches are typical of uranium exploration and
definition drilling programs in the Athabasca Basin.
Data Handling
After the
analyses are completed, analytical data are securely sent using
electronic transmission of the results, by the SRC Lab to Denison.
The electronic results are secured using WINZIP encryption and
password protection. These results are provided as a series of
Adobe PDF files containing the official analytical results
(“assay certificates”) and a Microsoft Excel
spreadsheet file containing only the analytical results. Analytical
data received from the lab is imported directly into
Denison’s DH Logger database. The data is subject to
validation using triggers built into the database to identify blank
or standard assays that fall outside the accepted limits that
require re-analysis. Field duplicates are validated using control
charts. The laboratory is notified immediately of any problematic
samples or batches and these are re-analyzed. Assay values that
fall below the method detection limit (MDL) are reported by the lab
as ‘less than’ values (<MDL). These values are
automatically replaced by half MDL by the database during import.
The database is backed up on- and off-site every day.
QAQC
The SRC Lab has
an internal QAQC program dedicated to active evaluation and
continual improvement in the internal quality management system.
The laboratory is accredited by the Standards Council of Canada as
an ISO/IEC 17025 Laboratory for Mineral Analysis Testing and is
also accredited ISO/IEC 17025:2005 for the analysis of
U3O8.
The laboratory is licensed by the Canadian Nuclear Safety
Commission (CNSC) for possession, transfer, import, export, use,
and storage of designated nuclear substances by CNSC Licence Number
01784-1-09.3. As such, the laboratory is closely monitored and
inspected by the CNSC for compliance. All analyses are conducted by
the SRC Lab, which has specialized in the field of uranium research
and analysis for over 30 years. The SRC Lab is an independent
laboratory, and no associate, employee, officer, or director of
Denison is, or ever has been, involved in any aspect of sample
preparation or analysis on samples. The SRC Lab uses a Laboratory
Management System (LMS) for Quality Assurance. The LMS operates in
accordance with ISO/IEC 17025:2005 (CAN-P-4E) “General
Requirements for the Competence of Mineral Testing and Calibration
Laboratories” and is also compliant to CAN-P-1579
“Guidelines for Mineral Analysis Testing Laboratories”.
The laboratory continues to participate in proficiency testing
programs organized by CANMET (CCRMP/PTP-MAL).
The SRC Lab
routinely inserts standard reference materials and blanks into
batches of the Company’s samples as an internal check on
accuracy and contamination. Quality control samples (reference
materials, blanks, and duplicates) are included with each
analytical run, based on the rack sizes associated with the method.
Before the results leave the laboratory, the standards, blanks, and
split replicates are checked for accuracy, and issued provided the
senior scientist is fully satisfied. If for any reason there is a
failure in an analysis, the sub-group affected will be re-analyzed,
and checked again. A Corrective Action Report will be issued and
the problem is investigated fully to ensure that any measures to
prevent the re-occurrence can and will be taken. All human and
analytical errors are, where possible, eliminated. If the
laboratory suspects any bias, the samples are re-analyzed and
corrective measures are taken.
2019
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Form
92
Denison
has developed several QAQC procedures and protocols for all
exploration projects to independently monitor laboratory
performance which include the analysis of uranium standards,
blanks, field duplicates and exploration standards, as
follows:
Uranium
Standards - Due to the
radioactive nature of the standard material, insertion of the
standard materials is preferable at the SRC Lab instead of in the
field. During sample processing, the appropriate standard grade is
determined, and an aliquot of the appropriate standard is inserted
into the analytical stream for each batch of materials assayed.
Uranium standards are typically inserted at a minimum rate of 1 in
every 40 samples. For the Wheeler River project up until the end of
2018, Denison used standards provided by Joint Venture partner
Cameco for uranium assays. Six Cameco uranium assay standards were
prepared for use in monitoring the accuracy of uranium assays
received from the laboratory. For Wheeler River from 2019 and
onward, and for other Denison projects, a suitable matrix-matched
Certified Reference Material (“CRM”) is used as a
standard.
Blanks
- Denison employs a lithological blank
composed of quartzite to monitor the potential for contamination
during sampling, processing, and analysis. The selected blank
consists of a material that contains lower contents of
U3O8
than the sample material but is still
above the detection limit of the analytical process. Due to the
sorting of the samples submitted for assay by the SRC Lab based on
radioactivity, the blanks employed must be inserted by the SRC Lab
after this sorting takes place, in order to ensure that these
materials are ubiquitous throughout the range of analytical grades.
In effect, if the individual geologists were to submit these
samples anonymously, they would invariably be relegated to the
minimum radioactive grade level, preventing their inclusion in the
higher radioactive grade analyses performed by the SRC Lab. Blanks
are typically inserted at a minimum rate of 1 in every 40 samples.
For the Wheeler River project up until the end of 2018, Denison
used blanks provided by Joint Venture partner Cameco. For Wheeler
River from 2019 and onward, and for other Denison projects, other
suitable blank material is used, as provided by the SRC
Lab.
Field
Duplicates - The Company
inserts duplicate samples in the sample stream as a check on the
precision of the SRC Lab. Core duplicates are prepared by
collecting a second sample of the same interval, through splitting
the original sample, or other similar technique, and are submitted
as an independent sample. Duplicates are typically submitted at a
minimum rate of one per 25 samples. The collection may be further
tailored to reflect field variation in specific rock types or
horizons.
Exploration
Standards – Denison has
prepared three in-house ‘exploration standards’ to
independently monitor laboratory performance during the processing
of routine drill core exploration samples. These standards aim to
test laboratory accuracy and precision for a variety of trace
metals at low levels, as required for Athabasca uranium
exploration.
Assay Checks
– In addition to the QAQC
described above, up until the end of 2018, Denison sent one in
every 25 U3O8
assay samples to the SRC Lab’s
Delayed Neutron Counting (DNC) laboratory, a separate umpire
facility located at the SRC Lab in Saskatoon, to compare the
uranium values using two different methods, by two separate
laboratories. All radioactive samples are monitored and recorded as
per CNSC licence 01784-1-09.0. Decommissioning of the SRC
Lab’s DNC facility is planned for early
2019.
2019
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Form
93
The SRC Labe is planning to have an X-ray
fluorescence (“XRF”) lab running in the spring of 2019
for umpire analyses, which will operate on a similar independent
basis as the DNC facility. Furthermore, down hole radiometric probe
results provide equivalent uranium data (eU3O8)
that is used internally by the Company for comparisons with the SRC
Lab U3O8
results.
Data Verification
Denison
engages with independent consultants for estimation of mineral
resources on its mineral properties, in accordance with CIM
Standards and NI 43-101, as well as other studies, including the
PFS and ISR field testing and engineering studies. In this regard,
the independent consultants undertake rigorous data verification
including, but not limited to, Denison’s field procedures,
databases and assay results.
Prior to public disclosure of drilling results,
including preliminary radiometric equivalent grades
(“eU3O8”)
and chemical assay grades (“U3O8”),
the results are subject to data verification by Qualified Persons
employed by Denison. This includes checks of 10 to 20% of the
results (typically as composited intervals) against non-composited
eU3O8 determinations and laboratory assay
certificates.
2019 Annual Information
Form
94
DENISON’S OPERATIONS
McClean Lake Mill
The MLJV owns a
state of the art uranium processing facility located on the eastern
edge of the Athabasca Basin in northern Saskatchewan, approximately
750 kilometres north of Saskatoon. Orano Canada is the
operator/manager of the facility.
The McClean Lake
mill is specially designed and constructed to process high grade
uranium ores in a safe and environmentally responsible manner. The
mill uses sulphuric acid and hydrogen peroxide leaching and a
solvent extraction recovery process to extract and recover the
uranium product from the ore. In addition to the mill facility,
other infrastructure on the site includes a sulphuric acid plant, a
ferric sulphate plant, an oxygen plant, an electricity transmission
line tied into the provincial power grid, a 14 megawatt back-up
diesel power plant, warehouses, shops, offices and living
accommodations for site personnel.
In 2016, an
expansion of the mill was completed and an increase to the licensed
capacity of the mill was approved – resulting in an increase
to the licensed production capacity of the mill to 24 million
pounds U3O8 per year. This
increased licensed capacity allowed for the processing of 100% of
ore production from the Cigar Lake mine, expected to be 18 million
pounds U3O8 per year, and
provides the flexibility for the mill to process ore from other
sources in the future.
Operations
The McClean Lake
mill began production of uranium concentrates in 1999, with the
first ore fed to the mill on June 22, 1999 and commercial
production achieved on November 1, 1999. The mill operated until
the end of June 2010, producing approximately 50 million pounds
U3O8, when it was
placed on stand-by due to a lack of ore. In 2014, the McClean Lake
mill re-commenced operations with the delivery of ore shipments
from the Cigar Lake Mine, owned by the CLJV and operated by Cameco.
In 2014, the mill processed over 456,800 pounds of U3O8 with a 97.5%
recovery rate. Mill feed consisted of a blend of Cigar Lake ores
and stockpiled Sue B and McClean Lake North ores (mined via SABRE).
In 2015, production ramped up and the mill produced approximately
11.3 million pounds of U3O8 with a 98.9%
recovery rate.
In 2016, the mill
produced 17.3 million pounds of U3O8 with a 99%
recovery, and mill feed was all Cigar Lake ore. From 2017 to 2019,
the mill has produced just over 18.0 million pounds of
U3O8
per year, processing 100% mill feed from Cigar Lake with recoveries
at approximately 99%. The table below shows the operating
statistics for McClean Lake over the last five years.
McClean Lake Operations
|
2019
|
2018
|
2017
|
2016
|
2015
|
Ore Milled
(thousand tonnes)
|
45,456
|
42,624
|
36,374
|
36,682
|
24,912
|
Average Grade (%
U3O8)
|
17.89
|
19.19
|
22.78
|
21.39
|
20.61
|
MLJV Production
(thousand pounds U3O8)
|
-
|
-
|
-
|
-
|
10.7
|
Denison’s
share MLJV Production (thousand pounds U3O8)
|
-
|
-
|
-
|
-
|
2.4
|
Toll Mill
Production (thousand pounds U3O8)
|
18,012
|
18,018
|
18,015
|
17,333
|
11,294
|
During the fourth
quarter of 2019, the McClean Lake Union Unifor Local 48-S ratified
a new collective bargaining agreement. The new three-year agreement
includes a new two-weeks-in two-weeks-out rotation, which will be
implemented early in 2020.
For information
pertaining to taxes and royalties, see “Government Regulation
– Saskatchewan Royalties” and “Government
Regulation – Canadian Income and Other
Taxes.”
2019
Annual Information
Form
95
Mill Licence
The McClean Lake
site is operated under various permits, licences, leases and claims
granted and renewed from time to time, all of which are currently
in good standing. Several key regulatory achievements were
completed in 2017 for McClean Lake: (a) the issuance by the CNSC of
a 10 year license for operation of both McClean and Midwest
projects; (b) the receipt of renewal of provincial approvals to
operate for a 6 year term, expiring on October 31, 2023; and (c)
CNSC approval to expand the existing tailings facility up to an
elevation of 448 meters above sea level (“m ASL”). Historically CNSC issued
Mine Operating Licences were granted for a 5 year term, but in 2009
the McClean Lake operations received an 8 year term and in 2017 was
granted a further 10 year term: UMOL-MINEMILL-McLEAN.00/2017 (the
“Mine Operating
License”) which is valid for the period July 1,
2017 to June 30, 2027. In addition to renewal of all previously
licensed activities, the current licence authorizes mining of the
McClean North deposits using hydraulic borehole mining methods
(SABRE) and includes the care and maintenance activities at the
Midwest site.
Tailings Disposal
The disposal of
mill tailings in an environmentally acceptable manner has led to
advances in the design and construction of new tailings management
facilities. In the McClean tailings management facility
(“TMF”),
tailings are deposited sub-aqueously from a barge. This procedure
minimizes tailings segregation, reduces concerns of freezing and
dust generation, and controls radiation and radon emissions from
the pond. This facility has been designed to receive tailings from
processing high grade Midwest and Cigar Lake ores in addition to
tailings from the McClean Lake deposits.
Under the
regulatory approved “TMF
Optimization” project, the tailings capacity of the
TMF was increased in two stages during the period 2013 to 2018. The
TMF Optimization project involved the sloping of the TMF walls and
the placement of a bentonite liner to increase the TMF capacity up
to an elevation of 443 m ASL.
A second project,
called “TMF
Expansion”, entails adding additional tailings
capacity over and above that created through the TMF Optimization
project. The first phase of the project entails increasing the
consolidated tailings elevation of the TMF up to 448 m ASL. On
April 19, 2017, the MLJV received regulatory approvals for the TMF
Expansion project. Following such receipt, construction activities
were initiated in 2018 with re-sloping of the pit walls,
installation of a new tailings pipe bench, decommissioning of 12
dewatering wells and the relocation of the contaminated landfill
from the TMF to the Sue C site.
In 2019, phase
one construction activities continued and work on placing
additional bentonite liner commenced. By the end of September 2019,
the first phase of the TMF Expansion was completed with the
bentonite liner reaching a level of ~447.4 m ASL. The regulatory
costs associated with the TMF Expansion Phase 1 work was funded by
the MLJV while the CLJV funded predominantly all of the
construction costs.
Plans for 2020
include regulatory work necessary to advance the permitting
associated with the TMF Expansion Project Phase 2, which envisions
raising the TMF capacity to 468 m ASL.
2019
Annual Information
Form
96
Cigar Lake Toll Milling
In 2002, Denison
and its partners entered into an agreement with the CLJV to process
Cigar Lake ore at the McClean Lake mill. Pursuant to that
agreement, all Cigar Lake ore was to be leached at the McClean Lake
mill with the pregnant aqueous solution being divided between the
McClean Lake and Rabbit Lake facilities for processing into uranium
concentrates. In order to process this Cigar Lake ore, an expansion
of the McClean Lake mill was required. The expansion and
modifications of the McClean Lake mill to raise its capacity to
13.0 million pounds U3O8 were completed in
2008 and all costs were paid for by the CLJV.
As a result of
delays in the startup of the Cigar Lake mine and the exhaustion of
permitted ore deposits at McClean Lake, the McClean Lake mill was
placed on stand-by at the end of June of 2010. Under the Cigar Lake
toll milling agreement, the CLJV funded a considerable portion of
the McClean Lake stand-by costs, with the relative proportion of
the stand-by costs paid by each party calculated on the basis of
the percentage of mineral reserves between the McClean Lake and
Cigar Lake joint ventures.
In 2011, the CLJV
and the MLJV agreed to amend the toll milling agreement. Under the
new milling arrangement, the McClean Lake operation is to process
and package 100% of the uranium produced from the Cigar Lake mine.
To accommodate the annual production of 18.0 million pounds
U3O8 from the CLJV,
the mill has been further expanded to an annual licensed capacity
of 24.0 million pounds U3O8. All costs for
the expansion of the McClean Lake mill and a portion of the TMF
Optimization and TMF Expansion were paid or will be paid for by the
CLJV (see “Denison’s Operations - McClean Lake -
Tailings Disposal”).
Cigar Lake Toll Milling – APG Transaction
Pursuant to the
APG Transaction in February 2017, certain of Denison’s
interests in the Cigar Lake toll milling proceeds have been sold to
APG and its subsidiary Centaurus Royalties Ltd.
(“Centaurus”)
for aggregate gross proceeds to Denison of $43,500,000. The APG
Transaction is comprised of the following elements: (1) a 13 year
limited recourse lending arrangement involving a loan from APG to
9373721 Canada Inc. (“SPV”) (the “APG Loan”) and a further loan from
SPV to DMI (the “SPV
Loan”) each for $40,800,000 (collectively, the
“Lending
Arrangement”); and (2) $2,700,000 in proceeds from the
sale, to Centaurus, of a stream equal to Denison’s 22.5%
share of proceeds from the toll milling of Cigar Lake ore by the
McClean Lake mill for specified Cigar Lake toll milling throughput
in excess of 215 million pounds U3O8 after July 1,
2016 (the “Stream
Arrangement”).
Additional
details of the APG Transaction are as follows:
●
No Warranty of the Future
Rate of Production - No warranty is provided by Denison (including
DMI and SPV) to APG (including Centaurus), under the terms of the
Lending Arrangement or the Stream Arrangement, regarding: the
future rate of production at the Cigar Lake mine and / or the
McClean Lake mill; or the amount or collectability of proceeds to
be received by the MLJV in respect of toll milling of Cigar Lake
ore.
●
APG Loan Details - The APG
Loan will accrue interest at a rate of 10% per annum and does not
have a predetermined principal repayment schedule. The APG Loan is
secured by a first priority interest in the assets of SPV which
will essentially consist of the SPV Loan to DMI.
●
SPV Loan Details - The SPV
Loan will accrue interest at a rate of approximately 10% per annum
and does not have a predetermined principal repayment schedule. The
SPV Loan is limited in its recourse against DMI such that it is
generally repayable only to the extent of Denison’s share of
the toll milling revenues earned by the MLJV from the processing of
the first 215 million pounds of U3O8 from Cigar Lake
ore on or after July 1, 2016. Denison will guarantee the limited
recourse loan repayments and will grant a second ranking pledge of
its share of DMI to secure performance by DMI of its obligations to
pay the SPV Loan. The share pledge is second ranking to
Denison’s existing pledge of its shares of DMI to the Bank of
Nova Scotia (“BNS”) under the terms of its
Letters of Credit Facility.
2019
Annual Information
Form
97
Surface Access Borehole Resource Extraction (SABRE) Mining
Program
The SABRE program
is focused on developing a viable alternate mining method combining
surface drilling and borehole mining technology. Benefits of the
method may include a reduced time to production, reduced or
deferred capital costs, as well as minimized safety and
environmental risks.
Hydraulic
borehole mining is a technique used to extract materials through a
small access borehole, typically less than one-half of a metre in
diameter, resulting in a very small disturbance to the surface. A
mining tool containing a high-pressure water jet nozzle is lowered
through the access borehole in the overburden and sandstone to the
mineralized horizon. The high-pressure water jet is used to cut or
erode the mineral-bearing ore and to create a cavity up to four
metres in diameter. The cuttings are transported to surface in a
slurry form and sent through a series of screens and settling ponds
to separate the ore from the jetting water. Jetting water is
filtered further and re-used in the process. Each mined out cavity
is backfilled after completion with a cemented mixture in the
mineralized horizon.
Between 2007 and
2012, approximately 2,100 tonnes of ore was recovered through
various SABRE test mining programs, a portion of which has been fed
to the mill between 2007 and 2014. After the completion of several
significant milestones in 2012 and 2013, a decision was made in
late 2013 to suspend the SABRE program in 2014 in response to the
low uranium price environment. In 2015, SABRE activities were
limited to patent applications and upgrading down-hole sonar
capabilities with the objective of improving surveying of cavity
dimensions and mining performance. In 2016, an expanded program was
evaluated for SABRE including the re-tooling of the program to
allow for larger volumes and jetting pressures designed to increase
the SABRE production rate. In addition, the purchase, installation
and testing of a new solid / liquid separation system was completed
to assess the improvement in recovery of small uranium particles
from the production slurry created during the SABRE mining
process.
In 2017 and 2018,
development of the re-tooled SABRE program continued with
engineering of larger diameter mining pipes, procurement of
high-pressure pumps and a tendering process to contract drilling
equipment and labour for a further mining test. In addition, in
2018 four access holes were drilled and cased from surface to just
above the McClean North orebody elevation. It is expected that
these access holes will be used in 2020 as part of planned mining
tests using the re-tooled equipment. In 2019, engineering and
procurement activities for the re-tooled mining equipment continued
and various equipment acceptance testing activities were
completed.
It is currently
anticipated that, in 2020, the work to be performed for the SABRE
program will include installation and testing of the re-tooled
mining equipment on-site. A four-hole test mining program is
planned at McClean North, using the four-access holes drilled in
2018. There is the potential that a small uranium processing
campaign, using any ore recovered from the test mining program,
could be carried out at the McClean mill in December of 2020.
Processing ore from the SABRE test mining program will require
sufficient ore to be recovered from the test, and for the McClean
mill’s production schedule to allow for it. Modifications to
the grinding circuit at the McClean Lake mill are planned, in order
to facilitate the possible processing of ore recovered from the
test mining program.
2019
Annual Information
Form
98
MANAGER OF UPC
DMI is the
manager of UPC. UPC is a public company with the primary investment
objective of achieving an appreciation in the value of its uranium
holdings. The Company does not, directly or indirectly, have an
ownership interest in UPC. As manager, DMI provides UPC’s
officers and manages UPC's activities, including purchasing uranium
for and on behalf of UPC as directed by the UPC board, arranging
for its storage and attending to regulatory reporting for
UPC.
The MSA is the
current management services agreement between DMI and UPC,
effective April 1, 2019 for a five year term. Under the MSA, DMI
receives the following management fees from UPC: a) a base fee of
$400,000 per annum, payable in equal quarterly installments; b) a
variable fee equal to (i) 0.3% per annum of UPC’s total
assets in excess of $100 million and up to and including $500
million, and (i) 0.2% per annum of UPC’s total assets in
excess of $500 million; c) a fee, at the discretion of the UPC
board, for on-going monitoring or work associated with a
transaction or arrangement (other than a financing, or the
acquisition of or sale of U3O8 or UF6); and d) a
commission of 1.0% of the gross value of any purchases or sales of
U3O8 or UF6, or gross
interest fees payable to UPC in connection with any uranium loan
arrangements. During 2019, DMI earned an aggregate of $1,966,000 in
management fees from UPC.
The MSA may be
terminated by Denison upon the provision of 180 days written
notice. The MSA may be terminated by UPC (i) in the event of a
material breach, (ii) within 90 days of certain events surrounding
a change of both of the individuals serving as Chief Executive
Officer and Chief Financial Officer of UPC, and / or a change of
control of Denison, or (iii) upon the provision of 30 days written
notice and, subject to certain exceptions, a cash payment to
Denison of an amount equal to the base and variable management fees
that would otherwise be payable to Denison (calculated based on
UPC’s current uranium holdings at the time of termination)
for the lesser period of a) three years, or b) the remaining term
of the MSA.
DENISON CLOSED MINES GROUP
Denison formed
its Denison Environmental Services division (“DES”) in 1997 to provide mine
decommissioning and mine care and maintenance services to industry
and government, as well as to manage Denison’s post mine
closure environmental obligations on its Elliot Lake landholdings.
In late 2019, driven by a new strategic vision for Denison as a
mining company with expertise across the full mining life cycle,
Denison discontinued the use of the DES name. The team of closed
mine care & maintenance specialists and environmental
professionals previously working under DES are now part of
Denison’s integrated “Closed Mines” group, which
is positioned within the organization alongside each of
Denison’s exploration and project development
teams.
The Closed Mines
group (“CMG”)
remains focused on post-closure mine care and maintenance services,
and its technical team is principally located in Elliot Lake,
Ontario.
The primary
activities of the Closed Mines Group include: the ongoing
monitoring of Denison’s two closed Elliot Lake mine sites,
plus environmental monitoring, effluent treatment and maintenance
services for other non-Denison clients, including in
2019:
●
Certain of Rio Algom
Ltd.’s closed mine sites in Ontario and Quebec, including
Elliot Lake;
●
Yukon Government’s
closed Mt. Nansen Mine in the Yukon; and
●
Ontario Government’s
closed Lockerby Mine in northern Ontario.
2019
Annual Information
Form
99
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
The Company has
an Environmental, Health and Safety Policy (the “EHS Policy”) that affirms
Denison’s commitment to environmentally responsible
management and compliance with occupational health and safety laws.
Under the EHS Policy, the Company has committed to run its
operations in compliance with applicable legislation, in a manner
that minimizes the impact on our ecosystem. The EHS Policy mandates
the use of regular monitoring programs to identify risks to the
environment, to the public and to Denison’s employees and to
ensure compliance with regulatory requirements. The EHS Policy also
sets out Denison’s requirement to train its employees
regarding environmental and health and safety compliance and best
practices and to provide adequate resources in this
regard.
The EHS Policy
requires regular reporting to the Board regarding the
Company’s compliance and the results of the Company’s
monitoring. To assist the Board with its responsibilities in
overseeing environmental, health and safety matters, the Board has
established the Environment, Health and Safety Committee (the
“EHS Committee”)
which works with management to discuss matters affecting the
environment, health and safety and its stakeholders and reporting
and making recommendations to the Board.
Exploration and Development
In 2019,
Denison’s exploration team did not have any lost time
incidents, but there were three modified work injuries. The project
development team did not have any lost time incidents or modified
work injuries. Combined, the teams (and the contractors for whom
they are responsible) had one medical incident.
There was one
reportable environmental incident in 2019, when a drill
malfunctioned resulting in a spill of mineralized cuttings in the
immediate vicinity of the drill hole. The potential impacts have
been mitigated, and remediation will be completed as required to
minimize any potential environmental impacts.
Closed Mines
In 2018, the CMG
team were celebrated for having achieved over 500,000 cumulative
work hours without a lost time injury, representing almost 10 years
of continuous service without a lost time injury. In 2019, the CMG
continued its excellent safety performance and, as at December 31,
2019, the team had worked a total of 618,577 hours without a lost
time injury. Over 890 cumulative hours of health and safety
training was completed by CMG staff during the year.
Denison also
holds the internationally recognized ISO 9001:2015 certification,
which is a certification for Quality Management
Systems.
Elliot Lake
Denison's uranium
mine at Elliot Lake, Ontario, which started operations in 1957, was
permanently closed upon completion of deliveries of U3O8 to Ontario Hydro
in May 1992. During its 35 years of continuous operation, the
facility produced 147 million pounds of U3O8 in concentrates
from the milling of 70 million tons of ore. By 1998, all
significant capital reclamation activities at Denison's two closed
Elliot Lake mines had been completed and, for the most part,
decommissioning has progressed to the long-term monitoring phase
(see “Government Regulation – Canadian Uranium
Industry”).
2019
Annual Information
Form
100
During 2019, the
water treatment plants operated as planned and all environmental
targets were met. Monitoring and other remediation related expenses
were $842,000 for the year. Reclamation expenses for 2020 are
budgeted to be $891,000. All expenditures are funded from the
Reclamation Trust described below. It is estimated that sufficient
funds are in the Reclamation Trust to meet all monitoring costs
through 2025.
All activities
and monitoring results are reviewed regularly by the CNSC and the
Elliot Lake Joint Regulatory Group, which consists of federal and
provincial regulators. Pursuant to a Reclamation Funding Agreement,
effective June 30, 1994, with the Governments of Canada and
Ontario, Denison has established a Reclamation Trust from which all
spending on its Elliot Lake reclamation activities is funded. When
the Reclamation Trust was first established in 1994, Denison was
required to deposit 90% of its cash receipts after deducting
permitted expenses, as defined in such agreement, into the
Reclamation Trust. In 1997, the Governments of Canada and Ontario
agreed to suspend the 90% funding requirement provided Denison
maintained four years of cash requirements in the Reclamation
Trust. Early in 1999, the Governments of Canada and Ontario agreed
to further amend the Reclamation Funding Agreement, effective when
Denison received an amended site decommissioning licence, which was
obtained on April 22, 1999. Pursuant to that amendment, Denison is
required to maintain sufficient funds in the Reclamation Trust to
meet six years of cash requirements.
McClean Lake
At McClean Lake,
which is operated by Orano Canada, toll milling activities for
Cigar Lake ores continued at a stable rate throughout the year.
During 2019, a total of 511,807 hours were worked. During this
time, there were 3 medical incidents, 3 modified work injuries and
3 lost time incidents. Environmentally there were 3 reportable
environmental incidents. The facility has maintained its
internationally recognized ISO 14001:2004 and OHSAS 18001
certification.
The McClean Lake
and Midwest projects are combined under a single Operating License
issued by the CNSC. The combined Preliminary Closure Plan was
prepared by Orano Canada and approved by the authorities in 2016,
estimating the total decommissioning and reclamation costs for both
projects to be $107,241,000. Financial assurances are in place for
this entire amount, with Denison’s share being
$24,135,000.
2019 Annual Information
Form
101
GOVERNMENT REGULATION
Saskatchewan Exploration and Land Tenure
In Canada,
natural resource exploration and land tenure activity fall under
provincial legislative jurisdiction. In Saskatchewan, the
management of mineral resources and the granting of exploration and
mining rights for mineral substances and their use are regulated by
the Crown Minerals Act
(Saskatchewan) and The Mineral
Tenure Registry Regulations, 2012, that are administered by
the Saskatchewan Ministry of Energy and Resources.
The right to
explore for minerals in Saskatchewan is acquired under a mineral
claim from the province. The initial term of a mineral claim is two
years, renewable for successive one–year periods, provided
the mineral claim is in good standing. To maintain a mineral claim
in good standing, generally, the holder of a mineral claim must
expend a prescribed amount on exploration. Excess expenditures
(also known as assessment credits) can be applied to satisfy
expenditure requirements for future claim years. Except for
exploration purposes, a mineral claim does not grant the holder the
right to mine minerals. A holder of a mineral claim in good
standing has the right to convert a mineral claim into a mineral
lease. Surface exploration work on a mineral claim requires
additional governmental approvals.
The right to mine
minerals in Saskatchewan is acquired under a mineral lease from the
province. A mineral lease is for a term of 10 years, with a right
to renew for successive 10-year terms in the absence of default by
the lessee. The lessee is required to spend certain amounts for
work during each year of a mineral lease. A mineral lease cannot be
terminated except in the event of default and for certain
environmental concerns, as prescribed in The Crown Minerals Act (Saskatchewan).
However, mineral leases may be amended unilaterally by the lessor
by amendment to The Crown Minerals
Act (Saskatchewan) or The
Crown Mineral Royalty Regulations, 2013
(Saskatchewan).
Mineral rights,
held through mineral claims and mineral leases, are distinct from
surface rights. The surface facilities and mine workings are
located on lands owned by the province of Saskatchewan. The right
to use and occupy lands is acquired under a surface lease from the
province of Saskatchewan. A surface lease is for a period of time,
up to a maximum of 33 years, as is necessary to allow the lessee to
operate its mine and plant and thereafter carry out the reclamation
of the lands involved. Surface leases are also used by the province
of Saskatchewan as a mechanism to achieve certain environmental and
radiation protection and socio-economic objectives, and contain
certain undertakings in this regard.
Environmental Assessments
The assessment of
a proposed uranium project in Saskatchewan involves both a
provincial and federal environmental assessment
(“EA”). In
Saskatchewan, the assessment of a project with joint federal and
provincial jurisdiction is coordinated through established
protocols in order to align with the “one project-one
assessment” model for the proponent and the public without
compromising any statutory requirements of the legislation of
either jurisdiction.
In the province
of Saskatchewan, the Environmental
Assessment Act is administered by the Ministry of
Environment. The level of assessment for mining projects is
dependent on the specific characteristics of each individual
project. A proponent of a project that is considered to be a
“development” pursuant to the Saskatchewan Environmental Assessment Act, is
required to conduct an environmental assessment
(“EA”) of the
proposed project and prepare and submit an environmental impact
statement (“EIS”) to the Minister of
Environment.
2019
Annual Information
Form
102
Federally, the
Canadian Environmental Assessment
Act (CEAA) was amended in the spring of 2012 and the
Regulations Designating Physical
Activities (2012) were established to clarify when a federal
EA is required and define what federal agency is required to be the
“responsible authority” for the conduct of the EA. For
uranium projects, the CNSC is designated as the “responsible
authority” under the CEAA and carries full authority to
complete the screening of the proposed project and any subsequent
environmental assessments.
The Government of
Canada implemented a new Impact
Assessment Act (the “IAA”), to replace the CEAA on
August 28, 2019. The transitional provision (section 182 of the
IAA) provide that a CNSC designated project EA, which commenced
under the CEAA 2012, is to be continued under the CEAA 2012. This
means that the Wheeler River EA will continue the assessment
process under CEAA 2012.
An EA is a
planning and decision-making tool, which involves predicting
potential environmental effects throughout the project lifecycle
(construction, operation, decommissioning and post-decommissioning)
at the site, and within the local and regional assessment areas.
Under the CEAA, an EA’s scope focuses on potential adverse
environmental effects that are within federal jurisdiction
including: (a) fish and fish habitat and other aquatic species; (b)
migratory birds; (c) federal lands; (d) effects that cross
provincial or international boundaries; (e) effects that impact on
aboriginal peoples, such as their use of lands and resources for
traditional purposes, and (f) changes to the environment that are
directly linked to or necessarily incidental to any federal
decisions about a project.
Wheeler River
Project Description and Environmental Assessment
In 2019, Denison
executed on its decision to advance the Wheeler River Project
through the EA regulatory process following the release of the PFS.
Activities completed in 2019 included the submission of two key
documents to provincial and federal regulators, with respect to the
proposed ISR mining operation: 1) the Saskatchewan Provincial
Technical Proposal and the Federal Project Description and 2) the
Terms of Reference. Acceptance of these documents was announced by
both the Province of Saskatchewan and the CNSC on June 1, 2019.
Final confirmation of the scope and guidelines for the EA for the
Project was received from the CNSC on December 20, 2019. The
Company identified the EA process as a key element of the Project's
critical path. Accordingly, Denison has initiated various studies
and assessments as part of the EA process, which is intended to
culminate in the preparation of a Project EIS.
Environmental Baseline Data Collection
Baseline work
completed during 2019 included ongoing monitoring of ambient radon
and dust in the air, groundwater quality, and waste rock barrel
leachate chemistry. In addition, ambient gamma, sulphur dioxide and
nitrogen dioxide monitoring programs were initiated during the
year, and aquatic, terrestrial and heritage baseline surveys were
conducted to build upon the work completed to date. These ongoing
tests are designed to improve Denison’s understanding of the
existing environment in and around the Wheeler River Project area
and support the completion of the EA.
In 2019, 12
regional observation wells were also installed for the purpose of
regional hydrogeological testing outside of the Phoenix deposit.
The wells will be used to establish baseline conditions within the
local and regional groundwater system and the data collected
(including groundwater levels and flow) will form key inputs to
groundwater models for the EA.
2019
Annual Information
Form
103
Denison
expects that the
federal and provincial EA process for the proposed Phoenix
operation will take approximately 36-48 months to complete from initiation in
February 2019.
Corporate Social Responsibility
Denison has been
focused on strengthening many long-term relationships, and building
new relationships, with Indigenous and non-Indigenous communities
who have a strong connection to the land on which the Wheeler River
Project is located.
The Company has
conducted site tours for the Indigenous and municipal leaders for
communities of interest, including two site tours in 2019. These
tours have focused on introducing the community members to the
site, providing an overview of the Company’s project-related
activities and offering an opportunity for collaboration regarding
the advancement of the Project. Denison also supports various
community initiatives and activities, as part of its focus on
community investment.
The Company was
pleased to announce in June 2019 that it had executed a series of
MOUs, in support of the advancement of Wheeler River, with certain
Indigenous communities who assert that the project falls within
their traditional territories and where traditional land use
activities are currently practiced within the local and regional
area surrounding the project. These non-binding MOUs formalize the
signing parties’ intent to work together in the spirit of
mutual respect and cooperation, in order to collectively identify
practical means by which to avoid, mitigate, or otherwise address
potential impacts of the project upon the exercise of Indigenous
rights, Treaty rights, and other interests, as well as to
facilitate sharing in the benefits that will flow from the
project.
Later in 2019,
the Company saw two significant leadership and relationship
changes. By elections held on October 25, 2019, a new Chief and
Council were formed for the English River First nation
(“ERFN”).
Denison has engaged with the newly elected Chief and Council, to
develop meaningful lines of communication and enhance their
understanding of the Wheeler River Project.
Denison was also
formally notified that the Métis Nation – Saskatchewan
(“MNS”) was
appointed to represent a number of Métis communities that
Denison had established and developed direct relationships with
since 2016. Denison is now engaged with the MNS, pursuant to a new
process set out by the MNS, for consultation on Denison’s
exploration and project development activities.
McClean and Midwest
Environmental
matters related to the McClean Lake uranium facility and the
Midwest project are regulated by the CNSC and the Saskatchewan
Ministry of Environment. A number of other ministries and
departments of the federal and Saskatchewan governments also
regulate certain aspects of the operation. Prior to proceeding with
development of the McClean Lake uranium facility and Midwest
project, the proponents were required to submit Environmental
Impact Statements for review. After completion of that review and
receipt of recommendations, the federal and Saskatchewan
governments issued the appropriate initial authorizations, subject
to the normal licensing renewal process, for the McClean Lake
uranium facility in 1995 and for Midwest in 2012.
2019
Annual Information
Form
104
Licensing and Permitting
The federal
government recognizes that the uranium industry has special
importance in relation to the national interest and therefore
regulates the mining, extraction, use and export of uranium under
the Nuclear Safety and Control
Act (“NSCA”). The NSCA is administered
by the CNSC which issues licences pursuant to the regulations under
the NSCA.
In the event EA
approvals by both the provincial and federal governments are
granted, a project will be allowed to proceed to the second tier of
approvals for licenses. The federal (CNSC) licensing process
requires the submission of detailed engineering design packages as
well as detailed management plans for all facets of the operation
as part of their licensing process. The federal licenses are
typically the license (i) to prepare a site and construct, (ii)
operate, (iii) decommission, and (iv) abandon. Under provincial
jurisdiction, a number of permits and approvals are required prior
to construction. Key requirements include the execution of a
Surface Lease Agreement with the Province of Saskatchewan and an
Approval to Construct and Operate a Pollutant Control Facility as
regulated under the Saskatchewan Environmental Management and Protection
Act (2010).
Activities at
McClean Lake and Midwest are currently carried out under a single
operating license issued by the CNSC and are subject to all
applicable federal statutes and regulations and to all laws of
general application in Saskatchewan, except to the extent that such
laws conflict with the terms and conditions of the licences or
applicable federal laws.
Decommissioning
activities at Elliot Lake are currently carried out under two
decommissioning licences issued by the CNSC: for the Stanrock
tailings area and the Denison mine site and tailings areas.
Decommissioning of the facilities pursuant to the terms of the
decommissioning licences has been completed. The CNSC has initiated
the actions to combine the Stanrock and Denison sites under one
Waste Facility Operating Licence. There are no significant
differences between the different forms of licences. After a
lengthy period of care, maintenance and monitoring, Denison may
apply to the CNSC for permission to abandon the sites.
Saskatchewan Royalties
The province of
Saskatchewan imposes royalties on the sale of uranium extracted
from ore bodies in the province in accordance with Part III of The
Crown Mineral Royalty Regulations (the “Regulations”) pursuant to The
Crown Minerals Act (the “Act”). Significant revisions to
the uranium royalty regime in Saskatchewan became effective on
January 1, 2013, with the resulting regime consisting of the
following three components:
(i)
Basic Royalty: Computed as 5%
of gross revenues derived from uranium extracted from ore bodies in
the province;
(ii)
Saskatchewan Resource Credit:
Reduction in the basic royalty equal to 0.75% of gross revenues
derived from uranium extracted from ore bodies in the province;
and
(iii)
Profit Royalty: Two-tier rate
structure, computed as 10% or 15% of net profits derived from the
mining and processing of uranium extracted from ore bodies in the
province.
Gross revenue,
for the Basic Royalty, is determined in accordance with the
Regulations and allows for reductions based on specified
allowances. Net profit, for the Profit Royalty, is calculated based
on the recognition of the full dollar value of a royalty
payer’s exploration, capital, production, decommissioning and
reclamation costs, in most cases, incurred after January 1, 2013.
Net profits will be taxed under the profit royalty at a rate of 10%
for net profits up to and including $22.00 per kilogram ($10 per
pound) of uranium sold, and at 15% for net profits in excess of
$22.00 per kilogram. The $22.00 per kilogram threshold is
applicable for 2013 (the base year) and is indexed in subsequent
years for inflation.
2019
Annual Information
Form
105
Under this
system, each owner or joint venture participant in a uranium mine
is a royalty payer. Individual interests are consolidated on a
corporate basis for the computation and reporting of royalties due
to the province.
Royalty payments
are due to the province on or before the last day of the month
following the month in which the royalty payer sold, or consumed,
the uranium for the purposes of the basic royalty, and quarterly
installments are required based on estimates of net profits in
respect of the profit royalty.
Canadian Income and Other Taxes
Denison and its
Canadian subsidiaries are subject to federal and provincial income
taxes. In 2019, taxable income was subject to federal taxes at a
rate of 15%, and provincial taxes in Saskatchewan, Ontario, Quebec,
British Columbia and the Yukon Territory at rates varying between
11.5% and 12.0%. Taxable income for each entity is allocated
between provinces and territories based on a two point average of
the proportion of salaries and revenues attributable to each
province or territory. Denison expects that it will not be liable
for Canadian income taxes on a current tax basis for the financial
year ended 2019. As a resource corporation in Saskatchewan, Denison
is also subject to a resource surcharge equal to 3% of the value of
resource sales from production in Saskatchewan, if any, during the
year.
In recent years,
including 2019, Denison has issued shares eligible for treatment as
“flow through shares”, as defined in subsection 66(15)
of the Income Tax Act
(Canada). As a result, a significant portion of Denison's Canadian
Exploration Expenditures have been renounced to shareholders and
are not available to Denison as a tax deduction in the current year
or future years.
Audit / Review by Taxing Authorities
From time to
time, Denison is subject to audit / review by taxing authorities.
In certain jurisdictions, periodic reviews are carried out by
taxing authorities in the ordinary course of business. Denison
cooperates with all requests received from taxing authorities, and
is not currently engaged in a material dispute with any of the
applicable taxing authorities.
2019 Annual Information Form
106
RISK FACTORS
Denison’s
business, the value of the Shares and management’s
expectations regarding the same 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 than anticipated. The following are
those risks, uncertainties and other factors pertaining to the
outlook and conditions currently known to Denison that have been
identified by the Company as having the potential to negatively
affect Denison’s business and the value of the Shares.
Current and prospective security holders of Denison should
carefully consider these risk factors. However, these factors are
not, and should not be construed as being exhaustive, and other
circumstances that are currently not foreseen by management of
Denison could arise to negatively affect Denison’s business
and its Shareholders.
Capital Intensive Industry and Uncertainty of Funding
The exploration
and development of mineral properties and any operation of mines
and facilities requires a substantial amount of capital and the
ability of the Company to proceed with any of its plans with
respect thereto depends on its ability to obtain financing through
joint ventures, equity financing, debt financing or other means.
General market conditions, volatile uranium markets, a claim
against the Company, a significant disruption to the
Company’s business or operations or other factors may make it
difficult to secure financing necessary to fund the substantial
capital that is typically required in order to continue to advance
a mineral project, such as the Wheeler River project, through the
testing, permitting and feasibility processes to a production
decision or to place a property, such as the Wheeler River project,
into commercial production. Similarly, there is uncertainty
regarding the Company’s ability to fund additional
exploration of the Company’s projects or the acquisition of
new projects.
There is no
assurance that the Company will be successful in obtaining required
financing as and when needed on acceptable terms, and failure to
obtain such additional financing could result in the delay or
indefinite postponement of any or all of the Company’s
exploration, development or other growth initiatives.
Global Financial Conditions
Global financial
conditions continue to be subject to volatility arising from
international geopolitical developments and global economic
phenomenon, as well as general financial market turbulence,
including a significant recent market reaction to the novel
coronavirus (COVID-19), resulting in a significant reduction in in
many major market indices and in Denison’s share price.
Access to public financing and credit can be negatively impacted by
the effect of these events on Canadian and global credit markets.
The health of the global financing and credit markets may impact
the ability of Denison to obtain equity or debt financing in the
future and the terms at which financing or credit is available to
Denison. These instances of volatility and market turmoil could
adversely impact Denison's operations and the trading price of the
Shares.
Speculative Nature of Exploration and Development
Exploration for
minerals and the development of mineral properties is speculative,
and involves significant uncertainties and financial risks that
even a combination of careful evaluation, experience and technical
knowledge may not eliminate. While the discovery of an ore body may
result in substantial rewards, few properties which are explored
prove to return the discovery of a commercially mineable deposit
and/or are ultimately developed into producing mines.
2019
Annual Information
Form
107
As at the date
hereof, many of Denison’s projects are preliminary in nature
and mineral resource estimates include inferred mineral resources,
which are considered too speculative geologically to have the
economic considerations applied that would enable them to be
categorized as mineral reserves. Mineral resources that are not
mineral reserves do not have demonstrated economic viability. Major
expenses may be required to properly evaluate the prospectivity of
an exploration property, to develop new ore bodies and to estimate
mineral resources and establish mineral reserves. There is no
assurance that the Company’s uranium deposits are
commercially mineable.
Imprecision of Mineral Reserve and Resource Estimates
Mineral reserve
and resource figures
are estimates, and no assurances can be given that the estimated
quantities of uranium are in the ground and could be produced, or
that Denison will receive the prices assumed in determining its
mineral reserves. Such estimates are expressions of judgment based
on knowledge, mining experience, analysis of drilling results and
industry best practices. Valid estimates made at a given time may
significantly change when new information becomes available. While
Denison believes that the Company’s estimates of mineral
reserves and mineral resources are well established and reflect
management’s best estimates, by their nature, mineral reserve
and resource estimates are imprecise and depend, to a certain
extent, upon statistical inferences and geological interpretations,
which may ultimately prove inaccurate. Furthermore, market price
fluctuations, as well as increased capital or production costs or
reduced recovery rates, may render mineral reserves and resources
uneconomic and may ultimately result in a restatement of mineral
reserves and resources. The evaluation of mineral reserves or
resources is always
influenced by economic and technological factors, which may change
over time.
Risks of, and Market Impacts on, Developing Mineral
Properties
Denison’s
current and future uranium production is dependent in part on the
successful development of its known ore bodies, discovery of new
ore bodies and/or revival of previously existing mining operations.
It is impossible to ensure that Denison’s current exploration
and development programs will result in profitable commercial
mining operations. Where the Company has been able to estimate the
existence of mineral resources and mineral reserves, such as for
the Wheeler River project, substantial expenditures are still
required to establish economic feasibility for commercial
development and to obtain the required environmental approvals,
permitting and assets to commence commercial
operations.
Development
projects are subject to the completion of successful feasibility
studies, engineering studies and environmental assessments, the
issuance of necessary governmental permits and the availability of
adequate financing. The economic feasibility of development
projects is based upon many factors, including, among others: the
accuracy of mineral reserve and resource estimates; metallurgical
recoveries; capital and operating costs of such projects;
government regulations relating to prices, taxes, royalties,
infrastructure, land tenure, land use, importing and exporting, and
environmental protection; political and economic climate; and
uranium prices, which are historically cyclical.
Denison is
currently undertaking various studies and test work in connection
with a feasibility study for its Wheeler River project, subject to
the availability of capital. If completed, such a feasibility
study, and any estimates of mineral reserves and mineral resources,
development costs, operating costs and estimates of future cash
flow contained therein, will be based on Denison’s
interpretation of the information available to-date. Development
projects have no operating history upon which to base developmental
and operational estimates. Particularly for development projects,
economic analyses and feasibility studies contain estimates based
upon many factors, including estimates of mineral reserves, the
interpretation of geologic and engineering data, anticipated
tonnage and grades of ore to be mined and processed, the
configuration of the ore body, expected recovery rates of uranium
from the ore, estimated operating costs, anticipated climatic
conditions and other factors. As a result, it is possible that
actual capital and operating costs and economic returns will differ
significantly from those estimated for a project prior to
production.
2019
Annual Information
Form
108
The decision as
to whether a property, such as the Wheeler River project, contains
a commercial mineral deposit and should be brought into production
will depend upon the results of exploration programs and/or
feasibility studies, and the recommendations of duly qualified
engineers and/or geologists, all of which involves significant
expense and risk.
It is not unusual
in the mining industry for new mining operations to take longer
than originally anticipated to bring into a producing phase, and to
require more capital than anticipated. Any of the following events,
among others, could affect the profitability or economic
feasibility of a project or delay or stop its advancement:
unavailability of necessary capital, unexpected problems during the
start-up phase delaying production, unanticipated changes in grade
and tonnes of ore to be mined and processed, unanticipated adverse
geological conditions, unanticipated metallurgical recovery
problems, incorrect data on which engineering assumptions are made,
unavailability of labour, increased costs of processing and
refining facilities, unavailability of economic sources of power
and water, unanticipated transportation costs, changes in
government regulations (including regulations with respect to the
environment, prices, royalties, duties, taxes, permitting,
restrictions on production, quotas on exportation of minerals,
environmental, etc.), fluctuations in uranium prices, and
accidents, labour actions and force majeure events.
The ability to
sell and profit from the sale of any eventual mineral production
from a property will be subject to the prevailing conditions in the
applicable marketplace at the time of sale. The demand for uranium
and other minerals is subject to global economic activity and
changing attitudes of consumers and other end-users’
demand.
Many of these
factors are beyond the control of a mining company and therefore
represent a market risk which could impact the long term viability
of Denison and its operations.
Risks Associated with the Selection of Novel Mining
Methods
As disclosed in
the Wheeler PFS Report, Denison has selected the ISR mining method
for production at the Phoenix deposit. While test work completed to
date indicates that ground conditions and the mineral reserves
estimated to be contained within the deposit are amenable to
extraction by way of ISR, actual conditions could be materially
different from those estimated based on the Company’s
technical studies completed to-date. While industry best practices
have been utilized in the development of its estimates, actual
results may differ significantly. Denison will need to complete
substantial additional work to further advance and/or confirm its
current estimates and projections for development to the level of a
feasibility study. As a result, it is possible that actual costs
and economic returns of any mining operations may differ materially
from Denison’s best estimates.
Dependence on Obtaining Licenses and other Regulatory and Policy
Risks
Uranium mining
and milling operations and exploration activities, as well as the
transportation and handling of the products produced, are subject
to extensive regulation by federal, provincial and state
governments. Such regulations relate to production, development,
exploration, exports, imports, taxes and royalties, labour
standards, occupational health, waste disposal, protection and
remediation of the environment, mine decommissioning and
reclamation, mine safety, toxic substances, transportation safety
and emergency response, and other matters.
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Compliance with
such laws and regulations is currently, and has historically,
increased the costs of exploring, drilling, developing,
constructing, operating and closing Denison’s mines and
processing facilities. It is possible that the costs, delays and
other effects associated with such laws and regulations may impact
Denison’s decision with respect to exploration and
development properties, including whether to proceed with
exploration or development, or that such laws and regulations may
result in Denison incurring significant costs to remediate or
decommission properties that do not comply with applicable
environmental standards at such time.
The development
of mines and related facilities is contingent upon governmental
approvals that are complex and time consuming to obtain and which
involve multiple governmental agencies. Environmental and
regulatory review has become a long, complex and uncertain process
that can cause potentially significant delays. In addition, future
changes in governments, regulations and policies, such as those
affecting Denison’s mining operations and uranium transport,
could materially and adversely affect Denison’s results of
operations and financial condition in a particular period or its
long-term business prospects.
The ability of
the Company to obtain and maintain permits and approvals and to
successfully explore and evaluate properties and/or develop and
operate mines may be adversely affected by real or perceived
impacts associated with its activities that affect the environment
and human health and safety at its projects and in the surrounding
communities. The real or perceived impacts of the activities of
other mining companies, locally or globally, may also adversely
affect our ability to obtain and maintain permits and approvals.
The Company is uncertain as to whether all necessary permits will
be obtained or renewed on acceptable terms or in a timely manner.
Any significant delays in obtaining or renewing such permits or
licences in the future could have a material adverse effect on
Denison.
Denison expends
significant financial and managerial resources to comply with such
laws and regulations. Denison anticipates it will have to continue
to do so as the historic trend toward stricter government
regulation may continue. Because legal requirements are frequently
changing and subject to interpretation, Denison is unable to
predict the ultimate cost of compliance with these requirements or
their effect on operations. While the Company has taken great care
to ensure full compliance with its legal obligations, there can be
no assurance that the Company has been or will be in full
compliance with all of these laws and regulations, or with all
permits and approvals that it is required to have.
Failure to comply
with applicable laws, regulations and permitting requirements, even
inadvertently, may result in enforcement actions. These actions may
result in orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of
additional equipment or remedial actions. Companies engaged in
uranium exploration operations may be required to compensate others
who suffer loss or damage by reason of such activities and may have
civil or criminal fines or penalties imposed for violations of
applicable laws or regulations.
Engagement with Canada’s First Nations and
Métis
First Nations and
Métis rights, entitlements and title claims may impact
Denison’s ability and that of its joint venture partners to
pursue exploration, development and mining at its Saskatchewan
properties. Pursuant to historical treaties, First Nations in
northern Saskatchewan ceded title to most traditional lands but
continue to assert title to the minerals within the lands.
Métis people have not signed treaties; they assert aboriginal
rights throughout Saskatchewan, including aboriginal title over
most if not all of the Company’s project lands.
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Managing
relations with the local First Nations and Métis communities
is a matter of paramount importance to Denison. Engagement with,
and consideration of other rights of, potentially affected
Indigenous peoples may require accommodations, including
undertakings regarding funding, contracting, environmental
practices, employment and other matters. This may affect the
timetable and costs of exploration, evaluation and development of
the Company’s projects.
The
Company’s relationships with communities of interest are
critical to ensure the future success of its existing operations
and the construction and development of its projects. There is an
increasing level of public concern relating to the perceived effect
of mining activities on the environment and on communities impacted
by such activities. Adverse publicity relating to the mining
industry generated by non-governmental organizations and others
could have an adverse effect on the Company’s reputation or
financial condition and may impact its relationship with the
communities in which it operates. While the Company is committed to
operating in a socially responsible manner, there is no guarantee
that the Company’s efforts in this regard will mitigate this
potential risk.
The inability of
the Company to maintain positive relationships with communities of
interest, including local First Nations and Métis, may result
in additional obstacles to permitting, increased legal challenges,
or other disruptions to the Company’s exploration,
development and production plans, and could have a significant
adverse impact on the Company’s share price and financial
condition.
Environmental, Health and Safety Risks
Denison has
expended significant financial and managerial resources to comply
with environmental protection laws, regulations and permitting
requirements in each jurisdiction where it operates, and
anticipates that it will be required to continue to do so in the
future as the historical trend toward stricter environmental
regulation may continue. The uranium industry is subject to, not
only the worker health, safety and environmental risks associated
with all mining businesses, including potential liabilities to
third parties for environmental damage, but also to additional
risks uniquely associated with uranium mining and processing. The
possibility of more stringent regulations exists in the areas of
worker health and safety, the disposition of wastes, the
decommissioning and reclamation of mining and processing sites, and
other environmental matters each of which could have a material
adverse effect on the costs or the viability of a particular
project.
Denison’s
facilities operate under various operating and environmental
permits, licences and approvals that contain conditions that must
be met, and Denison’s right to pursue its development plans
is dependent upon receipt of, and compliance with, additional
permits, licences and approvals. Failure to obtain such permits,
licenses and approvals and/or meet any conditions set forth therein
could have a material adverse effect on Denison’s financial
condition or results of operations.
Although the
Company believes its operations are in compliance, in all material
respects, with all relevant permits, licences and regulations
involving worker health and safety as well as the environment,
there can be no assurance regarding continued compliance or ability
of the Company to meet stricter environmental regulation, which may
also require the expenditure of significant additional financial
and managerial resources.
Mining companies
are often targets of actions by non-governmental organizations and
environmental groups in the jurisdictions in which they operate.
Such organizations and groups may take actions in the future to
disrupt Denison's operations. They may also apply pressure to
local, regional and national government officials to take actions
which are adverse to Denison's operations. Such actions could have
an adverse effect on Denison's ability to advance its projects and,
as a result, on its financial position and results.
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Global Demand and International Trade Restrictions
The international
uranium industry, including the supply of uranium concentrates, is
relatively small compared to other minerals, and is generally
highly competitive and heavily regulated. Worldwide demand for
uranium is directly tied to the demand for electricity produced by
the nuclear power industry, which is also subject to extensive
government regulation and policies. In addition, the international
marketing of uranium is subject to governmental policies and
certain trade restrictions. For example, the supply and marketing
of uranium from Russia and from certain republics of the former
Soviet Union is, to some extent, impeded by a number of
international trade agreements and policies.
In the United
States, certain uranium producers filed a petition with the U.S.
DOC to investigate the import of uranium into the U.S. under
Section 232 of the 1962 Trade Expansion Act. The DOC completed its
investigation and, in July 2019, presented its findings to the
President of the United States whom is empowered to use tariffs or
other means to adjust the imports of goods or materials from other
countries if it deems the quantity or circumstances surrounding
those imports to threaten national security. The U.S. President
ultimately concluded that uranium imports do not threaten national
security and no trade actions were implemented under Section 232.
The U.S. Administration, however, ordered a further review of the
nuclear supply chain in the U.S. and commissioned the NFWG. The
results of the NFWG review, and any recommendations therefrom, have
not yet been made public.
The uncertainty
surrounding this Section 232 trade action and the subsequent NFWG
review is believed to have impacted the uranium purchasing
activities of nuclear utilities, especially in the U.S., and
consequently negatively impacted the market price of uranium and
the uranium industry as a whole. Depending on the outcome of the
NWFG’s review, there is the potential for this to have
further negative impacts on the uranium market
globally.
Restrictive trade
agreements, governmental policies and/or trade restrictions are
beyond the control of Denison and may affect the supply of uranium
available for use in markets like the United States and Europe,
which are currently the largest markets for uranium in the world.
Similarly, trade restrictions could impact the ability to supply
uranium to developing markets, such as China and India. If
substantial changes are made to the regulations affecting global
marketing and supply of uranium, the Company’s business,
financial condition and results of operations may be materially
adversely affected.
Volatility and Sensitivity to Market Prices
The value of the
Company’s mineral resources, mineral reserves and estimates
of the viability of future production for its projects is heavily
influenced by long and short term market prices of U3O8. Historically,
these prices have seen significant fluctuations, and have been and
will continue to be affected by numerous factors beyond
Denison’s control. Such factors include, among others: demand
for nuclear power, political and economic conditions in uranium
producing and consuming countries, public and political response to
nuclear incidents, reprocessing of used reactor fuel and the
re-enrichment of depleted uranium tails, sales of excess civilian
and military inventories (including from the dismantling of nuclear
weapons) by governments and industry participants, uranium supplies
from other secondary sources, and production levels and costs of
production from primary uranium suppliers.
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Uranium prices
failing to reach or sustain projected levels can impact operations
by requiring a reassessment of the economic viability of the
Company’s projects, and such reassessment alone may cause
substantial delays and/or interruptions in project development,
which could have a material adverse effect on the results of
operations and financial condition of Denison.
Public Acceptance of Nuclear Energy and Competition from Other
Energy Sources
Growth of the
uranium and nuclear power industry will depend upon continued and
increased acceptance of nuclear technology as a clean means of
generating electricity. Because of unique political, technological
and environmental factors that affect the nuclear industry,
including the risk of a nuclear incident, the industry is subject
to public opinion risks that could have an adverse impact on the
demand for nuclear power and increase the regulation of the nuclear
power industry. Nuclear energy competes with other sources of
energy, including oil, natural gas, coal and hydro-electricity.
These other energy sources are, to some extent, interchangeable
with nuclear energy, particularly over the longer term. Technical
advancements in, and government subsidies for, renewable and other
alternate forms of energy, such as wind and solar power, could make
these forms of energy more commercially viable and put additional
pressure on the demand for uranium concentrates. Sustained lower
prices of alternate forms of energy may result in lower demand for
uranium concentrates.
Current estimates
project increases in the world’s nuclear power generating
capacities, primarily as a result of a significant number of
nuclear reactors that are under construction, planned, or proposed
in China, India and various other countries around the world.
Market projections for future demand for uranium are based on
various assumptions regarding the rate of construction and approval
of new nuclear power plants, as well as continued public acceptance
of nuclear energy around the world. The rationale for adopting
nuclear energy can be varied, but often includes the clean and
environmentally friendly operation of nuclear power plants, as well
as the affordability and round-the-clock reliability of nuclear
power. A change in public sentiment regarding nuclear energy could
have a material impact on the number of nuclear power plants under
construction, planned or proposed, which could have a material
impact on the market’s and the Company’s expectations
for the future demand for uranium and the future price of
uranium.
Market Price of Shares
Securities of
mining companies have experienced substantial volatility in the
past, often based on factors unrelated to the financial performance
or prospects of the companies involved. These factors include
macroeconomic conditions in North America and globally, and market
perceptions of the attractiveness of particular industries.
As noted above,
global financial conditions continue to be subject to volatility
arising from international geopolitical developments and global
economic phenomenon, as well as general financial market
turbulence, including a significant recent market reaction to the
novel coronavirus (COVID-19), resulting in a significant reduction
in in many major market indices and in Denison’s share
price.
The price of
Denison's securities is also likely to be significantly affected by
short-term changes in commodity prices, other mineral prices,
currency exchange fluctuation, or changes in its financial
condition or results of operations as reflected in its periodic
earnings reports and/or news releases. Other factors unrelated to
the performance of Denison that may have an effect on the price of
the securities of Denison include the following: the extent of
analytical coverage available to investors concerning the business
of Denison; lessening in trading volume and general market interest
in Denison's securities; the size of Denison's public float and its
inclusion in market indices may limit the ability of some
institutions to invest in Denison's securities; and a substantial
decline in the price of the securities of Denison that persists for
a significant period of time could cause Denison's securities to be
delisted from an exchange.
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If an active
market for the securities of Denison does not continue, the
liquidity of an investor's investment may be limited and the price
of the securities of the Company may decline such that investors
may lose their entire investment in the Company. As a result of any
of these factors, the market price of the securities of Denison at
any given point in time may not accurately reflect the long-term
value of Denison. Securities class-action litigation often has been
brought against companies following periods of volatility in the
market price of their securities. Denison may in the future be the
target of similar litigation. Securities litigation could result in
substantial costs and damages and divert management's attention and
resources.
Dilution from Further Issuances
While active in
exploring for new uranium discoveries in the Athabasca Basin
region, Denison’s present focus is on advancing the Wheeler
River project to a development decision, with the potential to
become the next large scale uranium producer in Canada. Denison
will require additional funds to further such
activities.
Denison may sell
additional equity securities (including through the sale of
securities convertible into Shares) and may issue additional debt
or equity securities to finance its exploration, development and
other operations, acquisitions or other projects. Denison is
authorized to issue an unlimited number of Shares. Denison cannot
predict the size of future sales and issuances of debt or equity
securities or the effect, if any, that future sales and issuances
of debt or equity securities will have on the market price of the
Shares. Sales or issuances of a substantial number of equity
securities, or the perception that such sales could occur, may
adversely affect prevailing market prices for the Shares. With any
additional sale or issuance of equity securities, investors may
suffer dilution of their voting power and it could reduce the value
of their investment.
Reliance on Other Operators
At some of its
properties, Denison is not the operator and therefore is not in
control of all of the activities and operations at the site. As a
result, Denison is and will be, to a certain extent, dependent on
the operators for the nature and timing of activities related to
these properties and may be unable to direct or control such
activities.
As an example,
Orano Canada is the operator and majority owner of the McClean Lake
and Midwest joint ventures in Saskatchewan, Canada. The McClean
Lake mill employs unionized workers who work under collective
agreements. Orano Canada, as the operator, is responsible for most
operational and production decisions and all dealings with
unionized employees. Orano Canada may not be successful in its
attempts to renegotiate the collective agreements, which may impact
mill and mining operations. Similarly, Orano Canada is responsible
for all licensing and dealings with various regulatory authorities.
Orano Canada maintains the regulatory licences in order to operate
the McClean Lake mill, all of which are subject to renewal from
time to time and are required in order for the mill to operate in
compliance with applicable laws and regulations. Any lengthy work
stoppages, or disruption to the operation of the mill or mining
operations as a result of a licensing matter or regulatory
compliance, may have a material adverse impact on the
Company’s future cash flows, earnings, results of operations
and financial condition.
Reliance on Contractors and Experts
In various
aspects of its operations, Denison relies on the services,
expertise and recommendations of its service providers and their
employees and contractors, whom often are engaged at significant
expense to the Company. For example, the decision as to whether a
property contains a commercial mineral deposit and should be
brought into production will depend in large part upon the results
of exploration programs and/or feasibility studies, and the
recommendations of duly qualified third party engineers and/or
geologists.
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In addition, while Denison
emphasizes the importance of conducting operations in a safe and
sustainable manner, it cannot exert absolute control over the
actions of these third parties when providing services to Denison
or otherwise operating on Denison’s properties. Any material
error, omission, act of negligence or act resulting in
environmental pollution, accidents or spills, industrial and
transportation accidents, work stoppages or other actions could
adversely affect the Company’s operations and financial
condition.
Benefits Not Realized From Transactions
Denison has
completed a number of transactions over the last several years,
including without limitation the acquisition of International
Enexco Ltd., the acquisition of Fission, the acquisition of JNR,
the sale of its mining assets and operations located in the United
States to Energy Fuels Inc., the Mongolia Transaction, the
optioning of the Moore Lake property to Skyharbour Resources Ltd.,
the acquisition of an 80% interest in the Hook-Carter property from
ALX, the acquisition of an interest in the Moon Lake property from
CanAlaska, entering into the APG Transaction and Cameco
Transaction. Despite Denison’s belief that these
transactions, and others which may be completed in the future, will
be in Denison’s best interest and benefit the Company and
Denison’s shareholders, Denison may not realize the
anticipated benefits of such transactions or realize the full value
of the consideration paid or received to complete the transactions.
This could result in significant
accounting impairments or write-downs of the carrying values of
mineral properties or other assets and could adversely
impact the Company and the price of its Shares.
Inability to Expand and Replace Mineral Reserves and
Resources
Denison’s
mineral reserves and resources at its Wheeler River, Waterbury
Lake, McClean Lake and Midwest projects are Denison’s
material future sources of possible uranium production. Unless
other mineral reserves or resources are discovered or acquired,
Denison’s sources of future production for uranium
concentrates will decrease over time if its current mineral
reserves and resources are depleted. There can be no assurance that
Denison’s future exploration, development and acquisition
efforts will be successful in replenishing its mineral reserves and
resources. In addition, while Denison believes that many of its
properties demonstrate development potential, there can be no
assurance that they can or will be successfully developed and put
into production in future years.
Competition for Properties
Significant
competition exists for the limited supply of mineral lands
available for acquisition. Participants in the mining business
include large established companies with long operating histories.
In certain circumstances, the Company may be at a disadvantage in
acquiring new properties as competitors may have greater financial
resources and more technical staff. Accordingly, there can be no
assurance that the Company will be able to compete successfully to
acquire new properties or that any such acquired assets would yield
resources or reserves or result in commercial mining
operations.
Property Title Risk
The Company has
investigated its rights to explore and exploit all of its material
properties and, to the best of its knowledge, those rights are in
good standing. However, no assurance can be given that such rights
will not be revoked, or significantly altered, to its detriment.
There can also be no assurance that the Company’s rights will
not be challenged or impugned by third parties, including the
Canadian federal, provincial and local governments, as well as by
First Nations and Métis.
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There is also a
risk that Denison's title to, or interest in, its properties may be
subject to defects or challenges. If such defects or challenges
cover a material portion of Denison's property, they could have a
material adverse effect on Denison's results of operations,
financial condition, reported mineral reserves and resources and/or
long-term business prospects.
Ability to Maintain Obligations under Credit Facility and Other
Debt
The 2020 Credit
Facility has a term of one year, and will need to be renewed on or
before January 31, 2021. There is no certainty what terms of any
renewal may be, or any assurance that such renewal will be made
available to Denison.
Denison is
required to satisfy certain financial covenants in order to
maintain its good standing under the Credit Facility. Denison is
also subject to a number of restrictive covenants under the Credit
Facility and the APG Transaction, such as restrictions on
Denison’s ability to incur additional indebtedness and sell,
transfer of otherwise dispose of material assets. Denison may from
time to time enter into other arrangements to borrow money in order
to fund its operations and expansion plans, and such arrangements
may include covenants that have similar obligations or that
restrict its business in some way.
Events may occur
in the future, including events out of Denison's control, which
could cause Denison to fail to satisfy its obligations under the
Credit Facility, APG Transaction or other debt instruments. In such
circumstances, the amounts drawn under Denison's debt agreements
may become due and payable before the agreed maturity date, and
Denison may not have the financial resources to repay such amounts
when due. The Credit Facility and APG Transaction are secured by
DMI's main properties by a pledge of the shares of DMI. If Denison
were to default on its obligations under the Credit Facility, APG
Transaction or other secured debt instruments in the future, the
lender(s) under such debt instruments could enforce their security
and seize significant portions of Denison's assets.
Change of Control Restrictions
The APG
Transaction and certain other of Denison’s agreements contain
provisions that could adversely impact Denison in the case of a
transaction that would result in a change of control of Denison or
certain of its subsidiaries. In the event that consent is required
from our counterparty and our counterparty chooses to withhold its
consent to a merger or acquisition, then such party could seek to
terminate certain agreements with Denison, including certain
agreements forming part of the APG Transaction, or require Denison
to buy the counterparty’s rights back from them, which could
adversely affect Denison’s financial resources and prospects.
If applicable, these restrictive contractual provisions could delay
or discourage a change in control of our company that could
otherwise be beneficial to Denison or its
shareholders.
Decommissioning and Reclamation
As owner of the
Elliot Lake decommissioned sites and part owner of the McClean Lake
mill, McClean Lake mines, the Midwest uranium project and certain
exploration properties, and for so long as the Company remains an
owner thereof, the Company is obligated to eventually reclaim or
participate in the reclamation of such properties. Most, but not
all, of the Company’s reclamation obligations are secured,
and cash and other assets of the Company have been reserved to
secure this obligation. Although the Company’s financial
statements record a liability for the asset retirement obligation,
and the security requirements are periodically reviewed by
applicable regulatory authorities, there can be no assurance or
guarantee that the ultimate cost of such reclamation obligations
will not exceed the estimated liability contained on the
Company’s financial statements.
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As
Denison’s properties approach or go into decommissioning,
regulatory review of the Company’s decommissioning plans may
result in additional decommissioning requirements, associated costs
and the requirement to provide additional financial assurances. It
is not possible to predict what level of decommissioning and
reclamation (and financial assurances relating thereto) may be
required from Denison in the future by regulatory
authorities.
Technical Innovation and Obsolescence
Requirements for
Denison’s products and services may be affected by
technological changes in nuclear reactors, enrichment and used
uranium fuel reprocessing. These technological changes could reduce
the demand for uranium or reduce the value of Denison’s
environmental services to potential customers. In addition,
Denison’s competitors may adopt technological advancements
that give them an advantage over Denison.
Mining and Insurance
Denison’s
business is capital intensive and subject to a number of risks and
hazards, including environmental pollution, accidents or spills,
industrial and transportation accidents, labour disputes, changes
in the regulatory environment, natural phenomena (such as inclement
weather conditions, earthquakes, pit wall failures and cave-ins)
and encountering unusual or unexpected geological conditions. Many
of the foregoing risks and hazards could result in damage to, or
destruction of, Denison’s mineral properties or processing
facilities in which it has an interest; personal injury or death;
environmental damage, delays in or interruption of or cessation of
exploration, development, production or processing activities; or
costs, monetary losses and potential legal liability and adverse
governmental action. In addition, due to the radioactive nature of
the materials handled in uranium exploration, mining and
processing, as applicable, additional costs and risks are incurred
by Denison and its joint venture partners on a regular and ongoing
basis.
Although Denison
maintains insurance to cover some of these risks and hazards in
amounts it believes to be reasonable, such insurance may not
provide adequate coverage in the event of certain circumstances. No
assurance can be given that such insurance will continue to be
available, that it will be available at economically feasible
premiums, or that it will provide sufficient coverage for losses
related to these or other risks and hazards.
Denison may be
subject to liability or sustain loss for certain risks and hazards
against which it cannot insure or which it may reasonably elect not
to insure because of the cost. This lack of insurance coverage
could result in material economic harm to Denison.
Anti-Bribery and Anti-Corruption Laws
The Company is
subject to anti-bribery and anti-corruption laws, including the
Corruption of Foreign Public
Officials Act (Canada). Failure to comply with these laws
could subject the Company to, among other things, reputational
damage, civil or criminal penalties, other remedial measures and
legal expenses which could adversely affect the Company’s
business, results from operations, and financial condition. It may
not be possible for the Company to ensure compliance with
anti-bribery and anti-corruption laws in every jurisdiction in
which its employees, agents, sub-contractors or joint venture
partners are located or may be located in the future.
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Climate Change
Due to changes in
local and global climatic conditions, many analysts and scientists
predict an increase in the frequency of extreme weather events such
as floods, droughts, forest and brush fires and extreme storms.
Such events could materially disrupt the Company’s
operations, particularly if they affect the Company’s sites,
impact local infrastructure or threaten the health and safety of
the Company’s employees and contractors. In addition,
reported warming trends could result in later freeze-ups and warmer
lake temperatures, affecting the Company’s winter exploration
programs at certain of its material projects. Any such event could
result in material economic harm to Denison.
The Company is
focused on operating in a manner designed to minimize the
environmental impacts of its activities; however, environmental
impacts from mineral exploration and mining activities are
inevitable. Increased environmental regulation and/or the use of
fiscal policy by regulators in response to concerns over climate
change and other environmental impacts, such as additional taxes
levied on activities deemed harmful to the environment, could have
a material adverse effect on Denison’s financial condition or
results of operations.
Information Systems and Cyber Security
The Company's
operations depend upon the availability, capacity, reliability and
security of its information technology (IT) infrastructure, and its
ability to expand and update this infrastructure as required, to
conduct daily operations. Denison relies on various IT systems in
all areas of its operations, including financial reporting,
contract management, exploration and development data analysis,
human resource management, regulatory compliance and communications
with employees and third parties.
These IT systems
could be subject to network disruptions caused by a variety of
sources, including computer viruses, security breaches and
cyber-attacks, as well as network and/or hardware disruptions
resulting from incidents such as unexpected interruptions or
failures, natural disasters, fire, power loss, vandalism and theft.
The Company's operations also depend on the timely maintenance,
upgrade and replacement of networks, equipment, IT systems and
software, as well as pre-emptive expenses to mitigate the risks of
failures.
The ability of
the IT function to support the Company’s business in the
event of any such occurrence and the ability to recover key systems
from unexpected interruptions cannot be fully tested. There is a
risk that, if such an event actually occurs, the Company’s
continuity plan may not be adequate to immediately address all
repercussions of the disaster. In the event of a disaster affecting
a data centre or key office location, key systems may be
unavailable for a number of days, leading to inability to perform
some business processes in a timely manner. As a result, the
failure of Denison’s IT systems or a component thereof could,
depending on the nature of any such failure, adversely impact the
Company's reputation and results of operations.
Although to date
the Company has not experienced any material losses relating to
cyber-attacks or other information security breaches, there can be
no assurance that the Company will not incur such losses in the
future. Unauthorized access to Denison’s IT systems by
employees or third parties could lead to corruption or exposure of
confidential, fiduciary or proprietary information, interruption to
communications or operations or disruption to the Company’s
business activities or its competitive position. Further,
disruption of critical IT services, or breaches of information
security, could have a negative effect on the Company’s
operational performance and its reputation. The Company's risk and
exposure to these matters cannot be fully mitigated because of,
among other things, the evolving nature of these threats. As a
result, cyber security and the continued development and
enhancement of controls, processes and practices designed to
protect systems, computers, software, data and networks from
attack, damage or unauthorized access remain a
priority.
2019
Annual Information
Form
118
The Company
applies technical and process controls in line with
industry-accepted standards to protect information, assets and
systems; however these controls may not adequately prevent
cyber-security breaches. There is no assurance that the Company
will not suffer losses associated with cyber-security breaches in
the future, and may be required to expend significant additional
resources to investigate, mitigate and remediate any potential
vulnerabilities. As cyber threats continue to evolve, the Company
may be required to expend additional resources to continue to
modify or enhance protective measures or to investigate and
remediate any security vulnerabilities.
Dependence on Key Personnel and Qualified and Experienced
Employees
Denison’s
success depends on the efforts and abilities of certain senior
officers and key employees. Certain of Denison’s employees
have significant experience in the uranium industry, and the number
of individuals with significant experience in this industry is
small. While Denison does not foresee any reason why such officers
and key employees will not remain with Denison, if for any reason
they do not, Denison could be adversely affected. Denison has not
purchased key man life insurance for any of these individuals.
Denison’s success also depends on the availability of
qualified and experienced employees to work in Denison’s
operations and Denison’s ability to attract and retain such
employees.
Conflicts of Interest
Some of the
directors and officers of Denison are also directors of other
companies that are similarly engaged in the business of acquiring,
exploring and developing natural resource properties. Such
associations may give rise to conflicts of interest from time to
time. In particular, one of the consequences would be that
corporate opportunities presented to a director or officer of
Denison may be offered to another company or companies with which
the director or officer is associated, and may not be presented or
made available to Denison. The directors and officers of Denison
are required by law to act honestly and in good faith with a view
to the best interests of Denison, to disclose any interest which
they may have in any project or opportunity of Denison, and, where
applicable for directors, to abstain from voting on such matter.
Conflicts of interest that arise will be subject to and governed by
the procedures prescribed in the Company’s Code of Ethics and
by the OBCA.
Disclosure and Internal Controls
Internal controls
over financial reporting are procedures designed to provide
reasonable assurance that transactions are properly authorized,
assets are safeguarded against unauthorized or improper use, and
transactions are properly recorded and reported. Disclosure
controls and procedures are designed to ensure that information
required to be disclosed by a company in reports filed with
securities regulatory agencies is recorded, processed, summarized
and reported on a timely basis and is accumulated and communicated
to the company’s management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. A control system,
no matter how well designed and operated, can provide only
reasonable, not absolute, assurance with respect to the reliability
of reporting, including financial reporting and financial statement
preparation.
2019
Annual Information
Form
119
Potential Influence of KEPCO and KHNP
Effective
December 2016, KEPCO indirectly transferred the majority of its
interest in Denison to KHNP Canada. Denison and KHNP Canada
subsequently entered into the KHNP SRA (on substantially similar
terms as the original strategic relationship agreement between
Denison and KEPCO), pursuant to which KHNP Canada is contractually
entitled to Board representation. Provided KHNP Canada holds over
5% of the Shares, it is entitled to nominate one director for
election to the Board at any shareholder meeting.
KHNP
Canada’s shareholding level gives it a large vote on
decisions to be made by shareholders of Denison, and its right to
nominate a director may give KHNP Canada influence on decisions
made by Denison's Board. Although KHNP Canada’s director
nominee will be subject to duties under the OBCA to act in the best
interests of Denison as a whole, such director nominee is likely to
be an employee of KHNP and he or she may give special attention to
KHNP’s or KEPCO’s interests as indirect Shareholders.
The interests of KHNP and KEPCO, as indirect Shareholders, may not
always be consistent with the interests of other
Shareholders.
The KHNP SRA also
includes provisions granting KHNP Canada a right of first offer for
certain asset sales and the right to be approached to participate
in certain potential acquisitions. The right of first offer and
participation right of KHNP Canada may negatively affect Denison's
ability or willingness to entertain certain business opportunities,
or the attractiveness of Denison as a potential party for certain
business transactions. KEPCO’s large indirect shareholding
block may also make Denison less attractive to third parties
considering an acquisition of Denison if those third parties are
not able to negotiate terms with KEPCO or KHNP Canada to support
such an acquisition.
DENISON’S SECURITIES
The Shares
The Company is
entitled to issue an unlimited number of Shares. As of December 31,
2019 and the date hereof, Denison had an aggregate of 597,192,153
Shares issued and outstanding.
Shareholders are
entitled to receive notice of, and to one vote per share at, every
meeting of Shareholders and to share equally in the assets of
Denison remaining upon the liquidation, dissolution or winding up
of Denison after the creditors of Denison have been
satisfied.
Price Range and Trading Volume of Shares
The Shares trade
on the TSX under the symbol “DML” and on the NYSE
American under the symbol “DNN”. The following table
sets forth, for the periods indicated, the reported intra-day high
and low sales prices and aggregate volume of trading of the Shares
on the TSX and NYSE American during the year ended December 31,
2019.
2019 Annual Information
Form
120
Month
|
High
(CAD$)
TSX
|
Low
(CAD$)
TSX
|
Volume
TSX
|
High
(US$)
NYSE American
|
Low
(US$)
NYSE American
|
Volume
NYSE American
|
January
|
0.71
|
0.63
|
8.30
M
|
0.55
|
0.46
|
9.84
M
|
February
|
0.74
|
0.65
|
8.07
M
|
0.55
|
0.50
|
8.24
M
|
March
|
0.75
|
0.66
|
7.75
M
|
0.56
|
0.49
|
10.29
M
|
April
|
0.78
|
0.68
|
8.92
M
|
0.59
|
0.51
|
12.27
M
|
May
|
0.73
|
0.66
|
4.56
M
|
0.55
|
0.49
|
8.19
M
|
June
|
0.72
|
0.67
|
3.93
M
|
0.58
|
0.46
|
5.07
M
|
July
|
0.72
|
0.57
|
10.80
M
|
0.55
|
0.43
|
12.80
M
|
August
|
0.64
|
0.52
|
6.60
M
|
0.49
|
0.38
|
10.58
M
|
September
|
0.68
|
0.58
|
4.65
M
|
0.51
|
0.44
|
8.71
M
|
October
|
0.65
|
0.59
|
3.74
M
|
0.49
|
0.45
|
4.65
M
|
November
|
0.64
|
0.55
|
3.82
M
|
0.48
|
0.42
|
4.86
M
|
December
|
0.57
|
0.51
|
7.33
M
|
0.43
|
0.38
|
10.90
M
|
Source: TMX
Money
Dividends
Shareholders are
entitled to receive dividends if, as and when declared by the Board
of Directors. The Company is restricted from paying dividends under
its Credit Facility, and the directors are focused on dedicating
cash flow to reinvestment in the business of the Company.
Accordingly, no dividends have been declared to date.
Prior Sales
During the year
ended December 31, 2019, the Company issued the following
securities pursuant to the Company’s Option Plan and Share
Unit Plan, as applicable:
Stock Options:
Date of Issuance
|
Options Issued
(#)
|
Exercise Prices
($)
|
March
11, 2019
|
2,691,000
|
$0.68
|
August
12, 2019
|
27,000
|
$0.58
|
November
11, 2019
|
287,000
|
$0.61
|
TOTAL
|
3,005,000
|
|
Share Units:
Date of Issuance
|
Restricted
Share Units Issued
(#)
|
Performance
Share Units Issued
(#)
|
March
18, 2019
|
1,914,000
|
-
|
April
2, 2019
|
-
|
240,000
|
August
12, 2019
|
13,000
|
-
|
TOTAL
|
1,927,000
|
240,000
|
2019 Annual Information
Form
121
DENISON’S MANAGEMENT
Denison’s Directors
The following
table sets out the names and the provinces and countries of
residence of each of the directors of Denison as of the date
hereof, their respective positions and offices held with Denison
and their principal occupations during the five preceding years.
The following table also identifies the members of each committee
of the Board of Directors.
Name and
Province and
Country of
Residence
|
Principal
Occupation and Employment for
Past Five
Years
|
|
|
|
|
|
|
|
David D. Cates
Ontario,
Canada
|
President and
Chief Executive Officer of the Company since 2015; prior: serving
in various roles with the Company since 2008, including Vice
President Finance, Tax & Chief Financial Officer as well as
Director, Taxation.
|
2018
|
W. Robert Dengler(5,8,
11)
Ontario,
Canada
|
Corporate
Director since 2006; prior: Vice-Chairman and Director of Dynatec
Corporation; President and Chief
Executive Officer of Dynatec Corporation.
|
2006
|
Brian D. Edgar(3,4)
British Columbia,
Canada
|
Chairman
of Silver Bull Resources, Inc., a mineral exploration company
listed on both OTCMKTS and the TSX, since 2012, and President and
Chief Executive Officer of Dome Ventures Corporation, a subsidiary
of Silver Bull Resources Inc., since 2005.
|
2005
|
Ron F.
Hochstein(7)(9)(10)
British Columbia, Canada
|
President
and Chief Executive Officer of Lundin Gold Inc. since 2014; prior:
President and Chief Executive Officer of the Company from
2009 to 2015.
|
2000
|
Jun Gon
Kim
Gyeongsangbuk-do,
Korea
|
General Manager
of the Nuclear Fuel Supply division of KHNP; prior: has held
various positions at KHNP.
|
2020
|
Jack O.A. Lundin(9)(11)
British
Columbia, Canada
|
Chief
Executive Officer of Bluestone Resources Inc.; prior: Senior Mine
Project Engineer of Lundin Gold Inc. since 2017 and analyst in the
commercial department of Lundin Norway AS.
|
2018
|
William A. Rand(7)
British Columbia,
Canada
|
President
and director of Rand Investments Ltd., a private investment company
based in British Columbia.
|
1997
|
Catherine J. G. Stefan(2,5)
Ontario,
Canada
|
Chair of the
Board of the Company; prior: President, Stefan & Associates, a
consulting firm based in Ontario, from 2009-2016; prior: Managing Partner, Tivona Capital
Corporation, a private investment firm, from
1999-2008.
|
2006
|
Patricia M. Volker(3,6)
Ontario,
Canada
|
Corporate
Director since 2016; prior: over 17 years of service in various
roles at the Chartered Professional Accountants of Ontario
including Director of Standards Enforcement and Director, Public
Accounting.
|
2018
|
Notes:
(1)
The term of office of each of
the directors of Denison will expire at the Annual Meeting of the
Shareholders currently scheduled to be held on May 7,
2020.
2019 Annual Information
Form
122
(3)
Chair, Audit
Committee
(4)
Member, Audit
Committee
(5)
Chair, Corporate Governance
and Nominating Committee
(6)
Member, Corporate Governance
and Nominating Committee
(7)
Chair, Compensation
Committee
(8)
Member, Compensation
Committee
(9)
Chair, Environment Health and
Safety Committee
(10)
Member, Environment, Health
and Safety Committee
(11)
Chair, Technical
Committee
(12)
Member, Technical
Committee
Denison’s Executive Officers
The following
table sets out the names and the provinces or states and countries
of residence of each of the executive officers of Denison as of the
date hereof, their respective positions and offices held with
Denison and their principal occupations during the five preceding
years.
Name and Province and
Country of Residence
|
Position with Denison and Employment for Past Five
Years
|
|
|
David Cates
Ontario,
Canada
|
President and
Chief Executive Officer since 2015; prior: Vice President Finance,
Tax and Chief Financial Officer since 2013.
|
Gabriel McDonald
Ontario,
Canada
|
Executive Vice
President and Chief Financial Officer, with Denison since 2015;
prior: Director of Financial Reporting at IAMGOLD Corporation from
2015, Senior Manager at PricewaterhouseCoopers LLP from
2008.
|
David Bronkhorst
Saskatchewan,
Canada
|
Vice President
Operations since 2019; prior: Vice President, Mining, Projects and
Technology at Cameco Corporation until retirement in
2016.
|
Tim Gabruch
Saskatchewan,
Canada
|
Vice President
Commercial since 2018; prior: various marketing and corporate
development roles for Cameco Corporation.
|
Michael Schoonderwoerd
Ontario,
Canada
|
Vice President,
Controller since 2013.
|
Dale Verran
Saskatchewan,
Canada
|
Vice President,
Exploration since January 2016; prior: Technical Director,
Exploration since 2013.
|
Amanda Willett
British Columbia,
Canada
|
Corporate Counsel
and Corporate Secretary since June 2016; prior: Senior Associate at
Blakes in Vancouver since 2011.
|
The directors and
executive officers of Denison, as a group, beneficially own, or
control or direct, directly or indirectly, 3,177,115 Shares, or
less than one percent of the Shares as of the date of this AIF. No
single director or officer beneficially owns or controls or
directs, directly or indirectly, one percent or more of the Shares
as of the date of this AIF. The information as to Shares
beneficially owned or directed by the directors and officers, not
being within the knowledge of the Company, has been furnished by
each such individual.
Cease Trade Orders, Bankruptcies, Penalties or
Sanctions
Other than as
referred to below, no director or officer of the
Company:
(a) is, as
at the date of this AIF, or has, within the previous ten year
period, been a director or executive officer of a company
(including Denison) that:
2019
Annual Information
Form
123
(i) was
subject to a cease trade or similar order or an order that denied
the relevant company access to any exemption under securities
legislation that was in effect for a period of more than 30
consecutive days that was issued (A) while that person was acting
in such capacity or (B) after that person ceased to act in such
capacity but which resulted from an event that accrued while that
person was acting in that capacity; or
(ii) became
bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a
receiver, receiver manager or trustee appointed to hold its assets
(A) while that person was acting in such capacity or (B) within a
year of that person ceasing to act in such capacity,
or
(b) has,
within the previous ten year period, become bankrupt, made a
proposal under any legislation relating to bankruptcy or
insolvency, or become subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver,
receiver manager or trustee appointed to hold such person’s
assets; or
(c) is, or
has been, subject to any penalties or sanctions (i) imposed by a
court relating to securities legislation or by a securities
regulatory authority or has entered into a settlement agreement
with a securities regulatory authority, or (ii) imposed by a court
or regulatory body that would likely be considered important to a
reasonable security holder in making an investment
decision.
Ron Hochstein was
a director of Sirocco Mining Inc. (“Sirocco”). Pursuant to a plan of
arrangement completed on January 31, 2014, Canadian Lithium Corp.
amalgamated with Sirocco to form RB Energy Inc.
(“RBI”). In
October 2014, RBI commenced proceedings under the Companies'
Creditors Arrangement Act (the “CCAA”). CCAA proceedings continued
in 2015 and a receiver was appointed in May 2015. The TSX de-listed
RBI’s common shares in November 24, 2014 for failure to meet
the continued listing requirements of the TSX. Ron Hochstein was a
director of RBI until October 3, 2014.
Conflicts of Interest
Some of
Denison’s directors and officers are also directors and/or
officers of other natural resource companies and, consequently,
there exists the possibility for such directors and officers to be
in a position of conflict relating to any future transactions or
relationships between the Company and such other companies or
common third parties. However, the Company is unaware of any such
pending or existing conflicts between these parties. Any decision
made by any of such directors and officers involving the Company
are made in accordance with their duties and obligations to deal
fairly and in good faith with the Company and such other companies
and their obligations to act in the best interests of
Denison’s shareholders. In addition, each of the directors of
the Company discloses and refrains from voting on any matter in
which such director may have a conflict of interest.
None of the
present directors or senior officers of the Company, and no
associate or affiliate of any of them, has any material interest in
any transaction of the Company or in any proposed transaction which
has materially affected or will materially affect the
Company.
However, investor
relations, administrative service fees and other pass-through
expenses of $217,000 were incurred during the financial year ended
December 31, 2019 with Namdo Management Services Ltd., a company
which shares a common director with Denison. These services were
incurred in the normal course of operating a public
company.
2019
Annual Information
Form
124
In addition, one
of Denison’s directors, Mr. Kim, is employed by KHNP, a
subsidiary of KEPCO and the parent corporation of KHNP Canada.
Through its corporate holdings, KEPCO is a significant shareholder
of the Company, with approximately 9.76% of the outstanding Shares
as of the date hereof (the majority of which are held directly by
KHNP Canada). The Company and KHNP Canada are parties to the KHNP
SRA, which may present a conflict of interest for Mr. Kim. The KHNP
SRA provides KHNP Canada with a right of first offer for certain
asset sales and the right to be approached to participate in
certain potential acquisitions being considered by Denison. While
the Company is not aware of a pending or existing conflict of
interest with Mr. Kim as of the date hereof, the interests of
KEPCO, KHNP and KHNP Canada as shareholders of Denison and their
business relationships with Denison may place Mr. Kim in a position
of conflict as a director of the Company in the
future.
Interest of Management and Others in Material
Transactions
Other than as
disclosed in this AIF, no director or executive officer of Denison,
no person or company that beneficially owns, controls or directs,
indirectly or directly, more than 10% of the Shares, and no
associate or affiliate of any of them, has or has had, within the
three most recently completed financial years or during the current
financial year, any material interest, direct or indirect, in any
transaction which materially affects or is reasonably expected to
materially affect Denison.
Standing Committees of the Board
The Audit Committee
The audit
committee of the Company’s Board of Directors is principally
responsible for:
● recommending to
the Company’s Board of Directors the external auditor to be
nominated for election by the Company’s shareholders at each
annual general meeting and negotiating the compensation of such
external auditor;
● overseeing the
work of the external auditor;
● reviewing the
Company’s annual and interim financial statements, its
MD&A in respect thereof and press releases regarding earnings
before they are reviewed and approved by the Board of Directors and
publicly disseminated by the Company; and
● reviewing the
Company’s financial reporting procedures for the
Company’s public disclosure of financial information
extracted or derived from its financial statements.
The
Company’s Board of Directors has adopted an audit committee
mandate/terms of reference (the “Mandate”) which sets out the Audit
Committee’s mandate, organization, powers and
responsibilities. The complete Mandate is attached as Schedule A to
this AIF.
Below are the
details of each Audit Committee member, including his or her name,
whether she or he is independent and financially literate as such
terms are defined under National Instrument 52-110 - Audit Committees of the Canadian
Securities Administrators (“NI 52-110”) and his or her
education and experience as it relates to the performance of his or
her duties as an Audit Committee member. All three audit committee
members have “financial expertise” within the meaning
of the U.S. Sarbanes-Oxley
Act of 2002, as amended, and are financially literate under
NI 52-110. The qualifications and independence of each member is
discussed.
2019
Annual Information
Form
125
Director
|
Independent(1)
|
Financially Literate(2)
|
Education & Experience Relevant toPerformance of Audit
Committee Duties
|
|
|
|
|
Catherine J.G.
Stefan
Chair of the
Audit Committee
|
Yes
|
Yes
|
● Chartered Professional
Accountant, Chartered Accountant
● B. Comm
● Held position of Chief
Operating Officer, O&Y Properties Inc., President of Stefan
& Associates and Executive Vice-President of Bramalea Group,
Chair, Tax Committee of the Canadian Institute of Public Real
Estate Companies (CIPREC).
|
Brian D.
Edgar
|
Yes
|
Yes
|
● Law degree, with extensive
corporate finance experience
● Held positions of Chairman
(since 2011) and President and Chief Executive Officer (2005 to
2011) of a public company.
● Has served on audit
committees of a number of public companies
|
Patricia M.
Volker
|
Yes
|
Yes
|
● Chartered Professional
Accountant, Chartered Accountant,
Certified
Management Accountant
● B.Sc.
● Served for over 17 years in
various positions at the Chartered Professional Accountants of
Ontario during her 30+ year career in the accounting
profession.
● Serves on private and public
company audit and/or finance committees
|
Notes:
(1)
Independent within the
meaning of NI 52-110.
(2)
To be considered financially
literate, a member of the Committee must have the ability to read
and understand a set of financial statements that present a breadth
and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of the issues that can
reasonably be expected to be raised by the Company’s
financial statements.
Since the
commencement of the Company’s most recently completed
financial year, there has not been a recommendation of the Audit
Committee to nominate or compensate an internal auditor which was
not adopted by the Company’s Board of Directors.
The Audit
Committee has adopted specific policies and procedures for the
engagement of non-audit services as described in Section D of the
Mandate.
The following
table discloses the fees billed to the Company by its external
auditor, PricewaterhouseCoopers LLP (“PwC”), during the last two fiscal
years.
Financial
Year
|
|
Audit-Related
|
|
Ending
|
Audit Fees(1)
|
Fees (2)
|
Tax Fees (3)
|
All Other Fees(4)
|
December 31,
2019
|
$180,775
|
$115,254
|
Nil
|
Nil
|
December 31,
2018
|
$171,434
|
$123,994
|
Nil
|
Nil
|
2019 Annual Information
Form
126
Notes:
(1)
The aggregate fees billed for
audit services of the Company’s consolidated financial
statements.
(2)
The aggregate fees billed for
assurance and related services that are reasonably related to the
performance of the audit or review of the Company’s financial
statements and are not disclosed in the Audit Fees column. Fees
relate to reviews of interim consolidated financial statements and
specified audit procedures not included as part of the audit of the
consolidated financial statements.
(3)
The aggregate fees billed for
tax compliance, tax advice, and tax planning services, such as
transfer pricing and tax return preparation.
(4)
The aggregate fees billed for
professional services other than those listed in the other
columns.
Other Board Committees
The Board currently has three other standing
committees in addition to the Audit Committee, namely the Corporate
Governance and Nominating Committee, the Compensation Committee and
the Environment, Health and Safety Committee. Each standing committee of the Board operates
according to its mandate, which is approved by the Board and sets
out the committee’s duties and responsibilities. The Board
also has an ad hoc Technical Committee. A discussion of each
committee and its composition can be found in the most recent
management information circular prepared in connection with the
Company’s Shareholder meeting, and copies of the standing
committee mandates are available at www.denisonmines.com.
Corporate
Governance
As a Canadian reporting issuer with its Shares
listed on the TSX, Denison has in place a system of corporate
governance practices which is responsive to applicable Canadian
requirements, including National Policy 58-201 -
Corporate
Governance Guidelines of the
Canadian Securities Administrators (the “Guidelines”). Denison's corporate governance practices
meet or exceed the Guidelines and all other applicable Canadian
requirements. Reference is made to the Corporate Governance
Practices section of the Circular, which contains a description of
the Company’s system of corporate governance practices with
reference to the Guidelines.
Denison
is classified as a foreign private issuer under U.S. securities law
and its Shares are listed on NYSE American. Pursuant to the rules
of the NYSE American, a foreign private issuer is permitted to
follow home country practice except with respect to certain rules,
with which Denison complies.
LEGAL AND REGULATORY PROCEEDINGS
Except as
described below, the Company was not a party to, and none of the
Company’s property was the subject of, any material legal
proceedings in 2019, and the Company knows of no such material
legal proceedings that are contemplated. However, from time to
time, the Company may become party to litigation incidental to its
business or other litigation matters deemed by the Company to not
be material and/or not involve a claim for damages in excess of ten
per cent of the current assets of the Company.
Uranium
Industry a.s. Arbitration
Pursuant to the
terms of the Amended and Restated Share Purchase Agreement between
Denison and UI dated November 25, 2015 (the “GSJV Purchase Agreement”) with
respect to the Mongolia Transaction, the Company had sold its
interest in the Gurvan Saihan Joint Venture (the
“GSJV”)
effective December 1, 2015 (the “Mongolia Transaction”). In
connection with the closing the Company received US$1,250,000 and
retained rights to receive additional proceeds from contingent
payments of up to US$12,000,000, for total consideration of up to
US$13,250,000. The contingent payments are payable as follows: (1)
US$5,000,000 within 60 days of the issuance of a mining licence for
an area covered by any of the four principal exploration licences
held by the GSJV, being the Hairhan, Haraat, Gurvan Saihan and
Ulzit projects (the "First
Project"); (2) US$5,000,000 within 60 days of the issuance
of a mining licence for an area covered by any of the other
exploration licences held by the GSJV (the "Second Project"); (3) US$1,000,000
within 365 days following the production of an aggregate of 1,000
pounds U3O8 from the
operation of the First Project; and (4) US$1,000,000 within 365
days following the production of an aggregate of 1,000 pounds
U3O8 from the
operation of the Second Project.
2019 Annual Information
Form
127
The issuance by
the Mongolian government of mining licence certificates for the
Hairhan, Haraat, Gurvan Saihan and Ulzit projects in 2016 triggered
an obligation for UI to make an aggregate of US$10,000,000 of
contingent payments to Denison by November 16, 2016.
Pursuant to the
Extension Agreement subsequently entered into between UI and the
Company, the payment due date for the contingent payments was
extended from November 16, 2016 to July 16, 2017. As consideration
for the extension, UI agreed to pay interest on the contingent
payments at a rate of 5% per year, payable monthly up to July 16,
2017 and agreed to pay a US$100,000 instalment amount towards the
balance of contingent payments. The first payment under the
Extension Agreement was due on or before January 31, 2017. The
required payments were not made and UI is in breach of the GSJV
Purchase Agreement and the Extension Agreement.
On February 24,
2017, the Company served notice to UI that UI was in default of its
obligations under the GSJV Agreement and the Extension Agreement
and that the contingent payments and all interest payable thereon
are immediately due and payable. On December 12, 2017, the Company
filed a Request for Arbitration under the Arbitration Rules of the
London Court of International Arbitration in conjunction with the
default of UI’s obligations under the GSJV and Extension
agreements. Hearings in front of the three-person arbitration panel
were held in December 2019, and all anticipated formal submissions
to the panel have been made by each party. The arbitration
panel’s findings are expected to be issued in
2020.
Denison
commenced arbitration with Orano Canada and OURD in October 2019,
with Denison’s initial written submission made on March 9,
2020. The arbitration relates to certain payments made under the
joint venture agreement for the MLJV. Denison claims that these
payments were required in breach of OURD and Orano’s
contractual and other obligations. Denison seeks approximately $6.5
million with respect to these payments, an unquantified amount for
further damages and related contractual relief. The arbitral
tribunal has set hearing dates for July 2020.
MATERIAL CONTRACTS
Reference is made
to the material contracts which have been filed by Denison with the
Canadian securities regulatory authorities on the SEDAR website at
www.sedar.com.
Below are the
particulars of each contract, other than those entered into in the
ordinary course of business, that is material to Denison and that
was entered into between January 1, 2019 and the date hereof or was
entered into before that date but is still in effect:
1.
The following agreements
executed in connection with the APG Transaction:
a.
The loan agreement between
DMI and SPV dated January 31, 2017 with respect to the DMI
Loan;
b.
The loan agreement between
SPV and APG dated January 31, 2017 with respect to the SPV
Loan;
c.
The performance guarantee by
Denison as guarantor in favour of the SPV as beneficiary and APG as
permitted assignee, pursuant to which Denison has agreed to
guarantee the performance of DMI’s obligations to SPV under
the SPV Loan, which guarantee has been assigned by SPV in favour of
APG;
2019 Annual
Information Form
128
d.
The streaming agreement
between the DMI and Centaurus dated January 31, 2017 with respect
to the Stream Arrangement; and
e.
The performance guarantee by
Denison as guarantor in favour of Centaurus as beneficiary,
pursuant to which Denison has agreed to guarantee the performance
of DMI’s obligations to Centaurus under the Stream
Arrangement.
2.
The Reclamation Funding
Agreement made as of the 21st day of December
1995 among Denison Mines Limited (“DML”), Her Majesty the Queen in
Right of Canada (the “Government of Canada”) and Her
Majesty the Queen in Right of the Province of Ontario (the
“Government of
Ontario”) as amended by the Amending Agreement made as
of the 11th day of April 1997
among DML (now DMI), the Government of Canada and the Government of
Ontario and as further amended by the Amending Agreement made as of
the 25th
day of February 1999 among DML, the Government of Canada and the
Government of Ontario and further amended by an Assignment and
Novation Agreement made as of the 29th day of December,
2003 among Denison Energy, DMI, the Government of Canada and the
Government of Ontario.
According to the
Reclamation Funding Agreement, the Company is required to maintain
funds in an Environmental Trust sufficient for the succeeding six
years of the estimated reclamation and on-going care and monitoring
expenditures for the Company’s closed Elliot Lake mining
facility.
3.
The KHNP SRA dated September
19, 2017 between the Company and KHNP Canada.
The KHNP SRA
provides for a long-term collaborative business relationship
between the parties, replacing the strategic relationship agreement
made as of June 15, 2009 among the Company, KEPCO and KEPCO Canada
Uranium Investment Limited Partnership. Under the KHNP SRA, KHNP
Canada is entitled to the nomination of one Board representative,
provided that KHNP Canada’s shareholding percentage stays
above 5%.
The KHNP SRA also
provides that if Denison intends to sell an interest in certain of
its substantial assets, it will first notify KHNP Canada of each
such proposed sale and provide KHNP Canada with a 30-day right of
first offer to allow KHNP Canada to purchase the interest in the
asset that Denison proposes to sell. The KHNP SRA provides that
Denison will allow KHNP Canada to participate in potential
purchases of certain assets, including a mill facility, a producing
mine or a mineral resource for which a production feasibility study
has been completed, which Denison plans to pursue with a
co-investor. KHNP Canada’s ability to purchase will not be
available where Denison and KHNP Canada cannot agree on terms
within a reasonable time or where their involvement would adversely
affect Denison's ability to pursue an investment
opportunity.
2019 Annual
Information Form
129
The right of
first offer and co-investment rights are subject to pre-existing
contractual commitments and do not apply to certain pre-existing
transactions. KHNP Canada is also entitled to subscribe for
additional Shares in order to maintain or increase its shareholding
percentage in Denison to thresholds which are relevant to its
rights under the KHNP SRA, in circumstances where Denison completes
a public offering or broadly distributed private placement to raise
proceeds of greater than $10 million.
Denison is
entitled to terminate the KHNP SRA if KHNP Canada’s
shareholding percentage in Denison drops below 5% and stays below
5% for 60 days following delivery of a notice to that effect by
Denison to KHNP Canada or if Denison completes an Extraordinary
Transaction, as defined in the KHNP SRA.
4.
The Credit Facility dated
January 30, 2015, and all subsequent amendments including the Sixth
Amending Agreement to the Fourth Amended and Restated Credit
Facility dated January 28, 2020.
NAMES AND INTERESTS OF EXPERTS
The
Company’s Independent Registered Public Accounting Firm is
PricewaterhouseCoopers LLP, Chartered Professional Accountants,
Licensed Public Accountants, who have issued an independent
auditor’s report dated March 5, 2020 in respect of
Denison’s consolidated financial statements as at
December 31, 2019 and 2018 for the years ended 2019 and 2018
and the effectiveness of the Company’s internal control over
financial reporting as at December 31, 2019. PwC has advised that
it is independent with respect to the Company within the meaning of
the Rules of Professional Conduct of the Chartered Professional Accountants of
Ontario and Public Company Accounting Oversight Board Rule
3520 Auditor Independence.
Dale Verran, MSc,
Pr.Sci.Nat., Denison’s Vice President Exploration, who is a
"Qualified Person" within the meaning of this term in NI 43-101,
has prepared sections of this AIF that are of a scientific or
technical nature pertaining to the Company’s mineral projects
and has verified the data disclosed therein. To the knowledge of
Denison, Dale Verran is the registered or beneficial owner,
directly or indirectly, of less than one percent of the outstanding
Shares.
David Bronkhorst,
P.Eng., Denison’s Vice President Operations, who is a
"Qualified Person" within the meaning of this term in NI 43-101,
has prepared sections of this AIF that are of a scientific or
technical nature pertaining to the Company’s mineral projects
and has verified the data disclosed therein. To the knowledge of
Denison, David Bronkhorst is the registered or beneficial owner,
directly or indirectly, of less than one percent of the outstanding
Shares.
The principal
author of the Wheeler PFS Report dated October 30, 2018 was Mark
Liskowich, P.Geo. of SRK, who is independent in accordance with the
requirements of NI 43-101.
The Waterbury
Report dated December 21, 2018 was authored by Serdar Donmez,
P.Geo.,E.I.T., Dale Verran, Pr.Sci.Nat., P.Geo., and Paul Burry,
P.Geo. of Denison, Oy Leuangthong, P.Eng, and Cliff Revering,
P.Eng, of SRK, Allan Armitage, P.Geo, SGS Geostat and Alan Sexton,
P.Geo, GeoVector Management. Each of Messrs. Leuangthong, Revering,
Armitaage and Sexton, and their respective firms, are independent
in accordance with the requirements of NI 43-101.
RPA, which was
retained to independently review and audit the mineral reserves and
mineral resources in accordance with the requirements of NI 43-101,
prepared the following technical reports: (a) McClean Technical
Report dated November 21, 2005 as amended on February 16, 2006 by
Richard E. Routledge, M.Sc., P.Geo. and James W. Hendry, P.Eng.;
(b) McClean North Technical Report dated January 31, 2007 by
Richard E. Routledge, M.Sc., P.Geo.; and (c) Sue D Report dated
March 31, 2006 by Richard E Routledge, M.Sc., P.Geo. and James W.
Hendry, P.Eng.
2019 Annual
Information Form
130
The Midwest
Technical Report dated March 26, 2018 was authored by Dale Verran,
MSc, Pr.Sci.Nat. and Chad Sorba, P.Geo, of the Company and G. David
Keller, PGeo, formerly of SRK, and Oy Leuangthong, PEng, of SRK.
Each of Messrs. Keller and Leuangthong and SRK are independent in
accordance with the requirements of NI 43-101.
To the knowledge
of Denison as of the date hereof, each of RPA, GeoVector, SGS
Geostat, and SRK and each of their respective partners, employees
and consultants who participated in the preparation of the
aforementioned reports, or who were in a position to influence the
outcome of such reports, are the registered or beneficial owner,
directly or indirectly, of less than one percent of the outstanding
Shares.
ADDITIONAL INFORMATION
Additional
information regarding the Company is available on the SEDAR website
at www.sedar.com.
Further information concerning the Company, including directors'
and officers' remuneration and indebtedness, principal holders of
the Company's securities, options to purchase securities and
interests of insiders in material transactions, where applicable,
is contained in the management information circular for the
Company’s most recent meeting of shareholders. Additional
financial information is provided in the Company's audited
consolidated financial statements and MD&A for the financial
year ended December 31, 2019.
A copy of this
AIF, as well as the Circular and such other information and
documentation that the Company makes available via SEDAR, can be
found at www.sedar.com. In addition,
certain of this information is distributed to shareholders in
connection with Denison’s Annual General Meeting of
Shareholders. The Company will provide any of the foregoing
documents subject to its rights to require people who are not
security holders of the Company to pay a reasonable charge. Copies
of these documents may be obtained by writing to:
Denison Mines
Corp.
1100 – 40
University Avenue
Toronto, Ontario, M5J
1T1
Telephone: (416)
979-1991
Facsimile: (416)
979-5893
Email:
info@denisonmines.com
2019 Annual Information
Form
131
Schedule A
Audit Committee Mandate and Charter
A.
Composition
of the Committee
(1) The
Board shall appoint annually from among its members at the first
meeting of the Board following the annual meeting of the
shareholders a committee to be known as the Audit Committee (the
“Committee”) to be composed of three (3) directors or
such other number not less than three (3) as the Board may from
time to time determine.
(2) Any
member of the Committee may be removed or replaced at any time by
the Board. Any member of the Committee ceasing to be a director or
ceasing to qualify under A(3) below shall cease to be a member of
the Committee. Subject to the foregoing, each member of the
Committee shall hold office as such until the next annual
appointment of members to the Committee after his or her election.
Any vacancy occurring in the Committee shall be filled at the next
meeting of the Board.
(3) Each
member of the Committee shall:
(a) be a
member of the Board;
(b) not be
an officer or employee of the Company or any of its
affiliates;
(c) be an
unrelated director as defined in the Toronto Stock Exchange (the
“TSX”) Corporate Governance Guidelines (“TSX
Guidelines”) as the same may be amended from time to
time;
(d) satisfy
the independence requirements applicable to members of audit
committees under each of Multilateral Instrument 52-110 –
Audit Committees of the Canadian Securities Administrators
(“M1 52-110”), Rule 10A-3(b)(1)(ii) of the United
States Securities and Exchange Commission, and any other applicable
laws and regulations, as the same may be amended from time to time
(with the TSX Guidelines, “Applicable Laws”);
and
(e) satisfy
the financial literacy requirements prescribed by Applicable
Laws.
(4) A
majority of the Committee shall constitute a quorum.
(5) The
Committee shall elect annually a chairperson from among its
members.
B. Purpose
(1) The
Committee’s purpose is to assist the Board in its supervision
of the management of the business and affairs of the Company
through oversight of:
(a) the
integrity of the Company’s financial statements,
Management’s Discussion and Analysis (“MD&A”)
and other financial reporting;
(b) the
integrity of the Company’s internal control and management
information systems;
(c) the
Company’s compliance with all applicable laws, rules,
regulations, policies and other requirements of governments,
regulatory agencies and stock exchanges relating to accounting
matters and financial disclosure;
(d) the
auditor’s qualifications and activities;
(e) communication among
the auditor, management and the Board; and
(f) such
other matters as are determined by the Board from time to
time.
_____________________________________________________________________________________________
2019
Annual Information
Form A-1
C. Committee Resources
(1) The
Committee shall have direct channels of communication with the
Company’s auditor to discuss and review specific issues as
appropriate.
(2) The
Committee, or any member of the Committee with the approval of the
Committee, may retain at the expense of the Company such
independent legal, accounting (other than the auditor) or other
advisors on such terms as the Committee may consider appropriate
and shall not be required to obtain the approval of the Board in
order to retain or compensate any such advisors.
(3) The
Committee shall have unrestricted access to Company personnel and
documents and shall be provided with all necessary funding and
other resources to carry out its responsibilities.
D. Committee Responsibilities
(1) The
responsibilities of the Committee shall be to:
(a) with
respect to financial accounting matters:
(i)
review with management and
the external auditors the annual consolidated financial statements,
MD&A and press release announcing annual financial results of
operations before making recommendations to the Board relating to
approval of such documents;
(ii)
review with management and
the external auditors interim financial statements, MD&A and
press release announcing interim financial results of operations
before making recommendations to the Board relating to approval of
such documents;
(iii)
review and discuss with
management and the external auditors all public disclosure
documents containing audited or unaudited financial information
including: any Prospectus; the Annual Report; interim unaudited
reports; and any material change report pertaining to the
Company’s financial matters. The Committee will review the
consistency of the foregoing documents with facts, estimates or
judgments contained in the audited or unaudited financial
statements;
(iv)
satisfy itself that adequate
procedures are in place for the review of the Company’s
disclosure of financial information extracted or derived from the
Company’s financial statements, other than the
Company’s financial statements, MD&A and earnings press
releases, and shall periodically assess the adequacy of those
procedures;
(v)
prior to the completion of
the annual audit, and at any other time deemed advisable by the
Committee, review and discuss with management and the auditor the
quality of the Company’s accounting policies and financial
statement presentation, including, without limitation, the
following:
1. all
critical accounting policies and practices to be used, including,
without limitation, the reasons why certain estimates or policies
are or are not considered critical and how current and anticipated
future events may impact those determinations as well as an
assessment of any proposed modifications by the auditors that were
not made;
2. all
alternative accounting treatments for policies and practices that
have been discussed by management and the auditors;
and
3. other
material written communications between the auditor and management,
including, without limitation, any management letter, schedule of
unadjusted differences, the management representation letter,
report on internal controls, as well as the engagement letter and
the independence letter;
_____________________________________________________________________________________________
2019
Annual Information
Form A-2
(vi) review
annually the accounting principles and practices followed by the
Company and any changes in the same as they occur;
(vii) review
new accounting principles of the Chartered Professional Accountants
of Canada and the International Accounting Standards Board which
would have a significant impact on the Company’s financial
reporting as reported to the Committee by management;
(viii) review the
status of material contingent liabilities as reported to the
Committee by management;
(ix) review
potentially significant tax problems as reported to the Committee
by management; and
(x) review
any errors or omissions in the current or prior year’s
financial statements which appear material as reported to the
Committee by management;
(b) with
respect to the external auditors:
(i) be
directly responsible for recommending the appointment of the
auditor, the auditor’s compensation, retention and
termination and for oversight of the work of the auditor
(including, without limitation, resolution of disagreements between
management and the auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or performing other
audit, review or services for the Company;
(ii) approve, prior to
the auditor’s audit, the auditor’s audit plan
(including, without limitation, staffing), the scope of the
auditor’s review and all related fees;
(iii) satisfy itself as
to the independence of the auditor. The Committee shall pre-approve
any non-audit services (including, without limitation, fees
therefor) provided to the Company or its subsidiaries by the
auditor or any auditor of any such subsidiary and shall consider
whether these services are compatible with the auditor’s
independence, including, without limitation, the nature and scope
of the specific non-audit services to be performed and whether the
audit process would require the auditor to review any advice
rendered by the auditor in connection with the provision of
non-audit services. The Committee shall not allow the auditor to
render any non-audit services to the Company or its subsidiaries
that are prohibited by Applicable Law;
(iv) review
and approve the Company’s policies concerning the hiring of
employees and former employees of the Company’s auditor or
former auditor.
(c) with
respect to internal controls:
(i) oversee
management’s design, testing and implementation of the
Company’s internal controls and management information
systems and review the adequacy and effectiveness
thereof.
(d) with
respect to concerns and complaints:
(i) establish procedures
for:
1. the
receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or
auditing matters; and
2. the
confidential, anonymous submission by employees of the Company of
concern regarding questionable accounting or auditing
matters.
(e) with
respect to ethics:
(i) The
Committee shall be responsible for oversight and enforcement of the
Code of Ethics for the Chief Executive Officer, Senior Financial
Officers and Other Officers of the Company, subject to the
supervision of the Board.
_____________________________________________________________________________________________
2019
Annual Information
Form A-3
(f) with
respect to general audit matters:
(i) inquire
of management and the external auditors as to any activities that
may or may not appear to be illegal or unethical;
(ii) review
with management, the operations analyst and the external auditors
any frauds reported to the Audit Committee;
(iii) review
with the external auditors the adequacy of staffing for accounting
and financial responsibilities; and
(iv) report
and make recommendations to the Board as the Committee considers
appropriate.
(2) In
addition, the Board may refer to the Committee such matters and
questions relating to the Company as the Board may from time to
time see fit;
(3) Any
member of the Committee may require the auditors to attend any or
every meeting of the Committee.
E. Meetings
(1) The
times of and the places where meetings of the Audit Committee shall
be held and the calling of and procedure at such meetings shall be
determined from time to time by the Committee, provided however
that the Committee shall meet at least quarterly, and the Committee
shall maintain minutes or other records of its meetings and
activities. Notice of every such meeting to be given in writing not
less than five (5) days prior to the date fixed for the meeting,
and shall be given to the auditors of the Company, that the
auditors shall be entitled to attend and be heard thereat. Meetings
shall be convened whenever requested by the auditors, the
operations analyst or any member of the Audit Committee in
accordance with the Ontario Business Corporations Act.
(2) As part
of each meeting of the Committee at which it recommends that the
Board approve the financial statements of the Company, and at such
other times as the Committee deems appropriate, the Committee shall
meet separately with the auditor to discuss and review specific
issues as appropriate.
F. Evaluation of Charter and Mandate
(1) On at
least an annual basis, the Committee shall review and assess the
adequacy of this Charter and Mandate and recommend any proposed
changes to the Board of Directors.
(2) All
prior resolutions of the Board relating to the constitution and
responsibilities of the Audit Committee are hereby
repealed.
_____________________________________________________________________________________________
2019
Annual Information
Form A-4
Schedule B
Glossary of Technical Terms
Note: The terms
related to Mineral resources and mineral reserves presented herein
are as defined in “CIM DEFINITION STANDARDS on Mineral
Resources and Mineral Reserves” prepared by the CIM Standing
Committee on Reserve Definitions, adapted by CIM Council, May 10,
2014.
eU3O8
or eU
This term refers to equivalent
U3O8
grade derived from the downhole
logging of drill holes using a calibrated total gamma
probe.
Feasibility Study
A Feasibility
Study is a comprehensive technical and economic study of the
selected development option for a mineral project that includes
appropriately detailed assessments of applicable Modifying Factors
together with any other relevant operational factors and detailed
financial analysis that are necessary to demonstrate, at the time
of reporting, that extraction is reasonably justified (economically
mineable). The results of the study may reasonably serve as the
basis for a final decision by a proponent or financial institution
to proceed with, or finance, the development of the project. The
confidence level of the study will be higher than that of a
Pre-Feasibility Study.
Historical Estimate
A historical
estimate means an estimate of the quantity, grade or metal or
mineral content of a deposit that an issuer has not verified as a
current mineral resource or mineral reserve, and which was prepared
before the issuer acquiring, or entering into an agreement to
acquire, an interest in the property that contains the
deposit.
Indicated Mineral Resource
An indicated
mineral resource is that part of a mineral resource for which
quantity, grade or quality, densities, shape and physical
characteristics, can be estimated with a level of confidence
sufficient to allow the appropriate application of technical and
economic parameters, to support mine planning and evaluation of the
economic viability of the deposit. The estimate is based on
detailed and reliable exploration and testing information gathered
through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are spaced closely
enough for geological and grade continuity to be reasonably
assumed.
Inferred Mineral Resource
An inferred
mineral resource is that part of a mineral resource for which
quantity and grade or quality can be estimated on the basis of
geological evidence and limited sampling and reasonably assumed,
but not verified, geological and grade continuity. The estimate is
based on limited information and sampling gathered through
appropriate techniques from locations such as outcrops, trenches,
pits, workings and drill holes
Measured Mineral Resource
A measured
mineral resource is that part of a mineral resource for which
quantity, grade or quality, densities, shape, and physical
characteristics are so well established that they can be estimated
with confidence sufficient to allow the appropriate application of
technical and economic parameters, to support production planning
and evaluation of the economic viability of the deposit. The
estimate is based on detailed and reliable exploration, sampling
and testing information gathered through appropriate techniques
from locations such as outcrops, trenches, pits, workings and drill
holes that are spaced closely enough to confirm both geological and
grade continuity.
_____________________________________________________________________________________________
2019
Annual Information
Form B-1
Mineral Reserve
A mineral reserve
is the economically mineable part of a measured or indicated
mineral resource demonstrated by at least a Preliminary Feasibility
Study. This Study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that
demonstrate, at the time of reporting, that economic extraction can
be justified. A mineral reserve includes diluting materials and
allowances for losses that may occur when the material is
mined.
Mineral Resource
A mineral
resource is a concentration or occurrence of diamonds, natural
solid inorganic material, or natural solid fossilized organic
material including base and precious metals, coal, and industrial
materials in or on the Earth’s crust in such form and
quantity and of such a grade or quality that it has reasonable
prospects for economic extraction. The location, quantity, grade,
geological characteristics and continuity of a mineral resource are
known, estimated or interpreted from specific geological evidence
and knowledge.
Modifying Factors
Modifying Factors
are considerations used to convert Mineral Resources to Mineral
Reserves. These include, but are not restricted to, mining,
processing, metallurgical, infrastructure, economic, marketing,
legal, environmental, social and governmental factors.
Preliminary Feasibility Study or Pre-Feasibility Study
A Pre-Feasibility
Study is a comprehensive study of a range of options for the
technical and economic viability of a mineral project that has
advanced to a stage where a preferred mining method, in the case of
underground mining, or the pit configuration, in the case of an
open pit, is established and an effective method of mineral
processing is determined. It includes a financial analysis based on
reasonable assumptions on the Modifying Factors and the evaluation
of any other relevant factors which are sufficient for a Qualified
Person, acting reasonably, to determine if all or part of the
Mineral Resource may be converted to a Mineral Reserve at the time
of reporting. A Pre-Feasibility Study is at a lower confidence
level than a Feasibility Study.
Probable Mineral Reserve
A ‘probable
mineral reserve’ is the economically mineable part of an
indicated, and in some circumstances, a measured mineral resource
demonstrated by at least a Preliminary Feasibility Study. This
Study must include adequate information on mining, processing,
metallurgical, economic, and other relevant factors that
demonstrate, at the time of reporting, that economic extraction can
be justified.
Proven Mineral Reserve
A ‘proven
mineral reserve’ is the economically mineable part of a
measured mineral resource demonstrated by at least a Preliminary
Feasibility Study. This Study must include adequate information on
mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic
extraction is justified.
Qualified Person
A
‘Qualified Person’ means an individual who is an
engineer or geoscientist with at least five years of experience in
mineral exploration, mine development or operation or mineral
project assessment, or any combination of these; has experience
relevant to the subject matter of the mineral project and the
technical report and is a member or licensee in good standing of a
professional association of geoscientists and/or engineers meeting
the criteria set out in NI 43-101.
_____________________________________________________________________________________________
2019
Annual Information
Form B-2
Exhibit 99.2
MANAGEMENT’S DISCUSSION & ANALYSIS
|
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2019
|
|
TABLE OF CONTENTS
|
|
2019 PERFORMANCE
HIGHLIGHTS
|
2
|
ABOUT
DENISON
|
3
|
URANIUM INDUSTRY
OVERVIEW
|
4
|
RESULTS OF
OPERATIONS
|
7
|
Wheeler River
Project
|
11
|
Exploration Pipeline
Properties
|
24
|
OUTLOOK FOR
2020
|
35
|
ADDITIONAL
INFORMATION
|
37
|
CAITIONARY
STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
|
49
|
|
|
This
Management’s Discussion and Analysis (‘MD&A’)
of Denison Mines Corp. and its subsidiary companies, joint
arrangements, and contractual 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 March 5, 2020 and should be read in conjunction with
the Company’s audited consolidated financial statements and
related notes for the year ended December 31, 2019. The audited
consolidated financial statements are prepared in accordance with
International Financial Reporting Standards (‘IFRS’) as
issued by the International Accounting Standards Board
(‘IASB’). 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
|
2019 PERFORMANCE
HIGHLIGHTS
■
Initiation of the Environmental Assessment (‘EA’) at
Wheeler River
During the first
quarter of 2019, Denison submitted a Project Description
(‘PD’) to the Canadian Nuclear Safety Commission
(‘CNSC’) and a Technical Proposal to the Saskatchewan
Ministry of Environment (‘SK MOE’) to support the
advancement of an In-Situ Recovery (‘ISR’) uranium mine
at the Company’s 90% owned Wheeler River Uranium Project
(‘Wheeler River’ or ‘the Project’). The
documents were accepted in the second quarter of 2019, initiating
the EA process for the project in accordance with the requirements
of both the Canadian Environmental Assessment Act, 2012
(‘CEAA 2012’) and the Saskatchewan Environmental
Assessment Act. The submission of the PD followed a decision by
Denison’s Board of Directors to approve the advancement of
the Phoenix ISR operation outlined in the Pre-Feasibility Study
(‘PFS’) completed for Wheeler River in 2018. In late
December 2019, Denison received a Record of Decision from the CNSC
on the scope of the factors to be taken into account for the
Wheeler EA, which indicate that the EA will follow the CNSC’s
generic guidelines.
■
Completion of Highly Successful 2019 ISR Field Test at
Phoenix
In December 2019,
Denison reported the completion of a highly successful ISR field
test program, which was carried out at the high-grade Phoenix
uranium deposit (‘Phoenix’) on the Wheeler River
property. The ISR field test program was designed to validate the
permeability of Phoenix, and to collect an extensive database of
hydrogeological data to further evaluate the ISR mining conditions
present at Phoenix. This detailed data is expected to facilitate
detailed mine planning as part of the completion of a future
Feasibility Study (‘FS’). The ISR field test program
included preliminary hydrogeological tests completed by using a
series of small diameter and large diameter test wells to move
water through two test areas defined within the Phoenix ore zone.
The ISR field test successfully achieved each of the
program’s planned objectives, and is highlighted by several
key de-risking accomplishments, including the
following:
●
Confirmation of significant
hydraulic connectivity within the Phoenix ore zone;
●
Installation of the Athabasca
Basin’s first Commercial Scale Wells (‘CSWs’) for
ISR;
●
Confirmation of limited
hydraulic connectivity within the underlying basement units;
and
●
Demonstration of the
effectiveness of MaxPerf to increase access to existing
permeability from a CSW.
Extensive
hydrogeological data sets were collected during the 2019 ISR field
program, and are being incorporated into a hydrogeological model
being developed for Phoenix. In February 2020, Denison reported
that the results from the hydrogeological test work, completed
to-date, have confirmed the ability to achieve bulk hydraulic
conductivity values (a measure of permeability) consistent with the
PFS (see Denison press release dated February 24,
2020).
■
Denison Initiates ISR
Metallurgical
Testing for the Phoenix Deposit and Reports Uranium Concentrations
from Initial Core Leach Tests up to Four Times the Amount Assumed
in PFS for Phoenix ISR
In December 2019,
Denison announced the initiation of the next phase of ISR
metallurgical laboratory testing for uranium recovery, which will
utilize the mineralized drill core recovered through the
installation of various test wells during the 2019 ISR field test
program. The metallurgical laboratory test program builds upon the
laboratory tests completed for the recovery of uranium as part of
the project’s PFS and is expected to further increase
confidence and reduce risk associated with the application of ISR.
The results are expected to facilitate detailed mine and process
plant planning as part of a future FS, and will provide key inputs
for the EA process. Significant components of the metallurgical
laboratory test program include core leach tests, column leach
tests, bench-scale tests and metallurgical modelling.
In February 2020,
Denison reported that initial data from core leach tests includes
elemental uranium concentrations, after test startup, in the range
of 13.5 grams per litre (‘g/L’) to 39.8 g/L, with an
average of 29.8 g/L over 20 days of testing (see Denison’s
press release dated February 19, 2020). This compares favourably to
the previous metallurgical test work completed to assess the use of
the ISR mining method at Phoenix – which supported a uranium
concentration of 10 g/L for the ISR processing plant design used in
the PFS.
■
Denison Reports Favorable Results from Exploration at Wheeler River
and Waterbury Lake
Denison conducted
winter and summer diamond drilling programs at Wheeler River during
2019 – totaling 10,573 metres in 20 holes. The programs were
focused on initial testing of regional target areas (K West, Q
South East, K South, O Zone) with the potential to result in the
discovery of additional high-grade deposits that could form
satellite ISR operations. During the 2019 winter program,
unconformity-hosted uranium mineralization was discovered along the
southern portion of the K West trend (approximately 2 kilometres
southwest of the Gryphon deposit) accompanied by strong sulphide
mineralization and other geological features commonly associated
with unconformity-related uranium deposits.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Drill hole WR-756
was highlighted by 0.03% U3O8 over 1.5 metres,
1.3% Cu over 4.0 metres, 0.13% Ni over 4.0 metres, and 0.18% Co
over 6.0 metres, located immediately above the sub-Athabasca
unconformity. Additional follow-up drilling during the 2019 summer
program at K West intersected strong hydrothermal alteration
associated with highly anomalous geochemistry within the basal
Athabasca sandstone, indicative of a fertile uranium mineralizing
system along the K West trend and providing evidence for additional
exploration targets.
At Waterbury Lake
a winter diamond drilling program was completed during 2019 –
totaling 5,735 metres in 15 holes. The program was focused on drill
testing priority target areas (GB Zone, Oban South, GB Northeast
and the Midwest Extension) associated with the regional Midwest
Structure, which is interpreted to be located along the eastern
portion of the Waterbury Lake property. The program was highlighted
by intersections of basement-hosted uranium mineralization at the
GB Zone including 0.15% U3O8 over 6.0 metres
in drill hole WAT19-480, and 0.25% U3O8 over 2.0 metres
and 0.22% U3O8 over 1.5 metres
in drill hole WAT19-486.
■
Execution of Memoranda of Understanding (‘MOUs’) with
Local Communities for Wheeler River
As reported in
the PD, Denison executed a series of MOUs, in support of the
advancement of Wheeler River, with certain Indigenous communities
who assert that Wheeler River falls partially or entirely within
their traditional territories and where traditional land use
activities are currently practiced within the local and regional
area surrounding the project. These non-binding MOUs formalize the
signing parties’ intent to work together in the spirit of
mutual respect and cooperation, in order to collectively identify
practical means by which to avoid, mitigate, or otherwise address
potential impacts of the project upon the exercise of Indigenous
rights, Treaty rights, and other interests, as well as to
facilitate sharing in the benefits that are expected to flow from
the project.
■
Renewal of Management Services Agreement with Uranium Participation
Corp.
The Company,
through its wholly owned subsidiary Denison Mines Inc., entered
into a new five year agreement to provide management services to
Uranium Participation Corp. (‘UPC’). The new agreement
has the potential to generate $10,000,000 in management fees to
Denison over the five year term.
■
Denison’s Closed Mines Group Renews Cornerstone Environmental
Services Contract with BHP Group Limited
(‘BHP’)
Effective July 1,
2019, Denison’s Closed Mines group entered into a new two
year services agreement with Rio Algom Limited, a subsidiary of
BHP. Under the terms of the agreement, the Closed Mines group is
responsible for carrying out the management and operation of nine
of BHP’s decommissioned mine sites in Ontario and
Quebec.
■
Obtained Financing for the Company’s 2020 Canadian
Exploration Activities
In December 2019,
the Company completed a $4,715,000 bought deal private placement
equity offering for the issuance of 6,934,500 common shares on a
flow-through basis at a price of $0.68 per share. The proceeds from
the financing will be used to fund Canadian exploration activities
through to the end of 2020.
Denison Mines
Corp. was formed under the laws of Ontario and is a reporting
issuer in all Canadian provinces. 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’s flagship project is the 90% owned Wheeler River
Uranium Project, which is the largest undeveloped uranium project
in the infrastructure rich eastern portion of the Athabasca Basin
region of northern Saskatchewan. A PFS was completed for Wheeler
River in late 2018, considering the potential economic merit of
developing the Phoenix deposit 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 currently processing ore from the Cigar Lake mine
under a toll milling agreement, plus a 25.17% interest in the
Midwest deposits and a 66.57% interest in the J Zone and Huskie
deposits on the Waterbury Lake property. The Midwest, J Zone and
Huskie deposits are located within 20 kilometres of the McClean
Lake mill. In addition, Denison has an extensive portfolio of
exploration projects in the Athabasca Basin region.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Denison is
engaged in mine decommissioning and environmental services through
its Closed Mines group (formerly Denison Environmental Services),
which manages Denison’s Elliot Lake reclamation projects and
provides post-closure mine and maintenance services to a variety of
industry and government clients.
Denison is also
the manager of Uranium Participation Corporation
(‘UPC’), a publicly traded company listed on the TSX
under the symbol ‘U’, which invests in uranium oxide in
concentrates (‘U3O8’) and
uranium hexafluoride (‘UF6’).
STRATEGY
Denison’s
strategy is focused on leveraging its uniquely diversified asset
base to position the Company to take advantage of the strong
long-term fundamentals of the uranium market. The Company has built
a portfolio of strategic uranium deposits, properties, and
investments highlighted by a 90% interest in Wheeler River and a
minority interest in an operating and licensed uranium milling
facility in the MLJV, both located in the infrastructure rich
eastern portion of the Athabasca Basin region. While active in
exploring for new uranium discoveries in the region,
Denison’s present focus is on advancing Wheeler River to a
development decision, with the potential to become the next large
scale uranium producer in Canada. With a shortage of low cost
uranium development projects in the global project pipeline,
Denison offers shareholders exposure to value creation through the
potential future development of Wheeler River as well as an
anticipated increase in future uranium prices.
URANIUM INDUSTRY
OVERVIEW
Much of 2019 was
defined and influenced by policy matters in the United States
(‘US’), which effectively created an overhang of
uncertainty throughout the uranium market. In July 2019, the US
Presidential Administration completed an investigation into a trade
petition, launched under Section 232 of the Trade Expansion Act of
1962 (‘Section 232’), and no trade actions were
implemented. The US President indicated that the
Administration’s investigation did not agree with findings of
the US Department of Commerce (‘DOC’) that uranium
imports threaten to impair US national security. This announcement
was expected to provide clarity to the uranium market; however, the
Administration followed the decision with an order to review the
nuclear fuel supply chain in the US. Accordingly, a Nuclear Fuel
Working Group (‘NFWG’) was commissioned to examine the
current state of domestic nuclear fuel production to reinvigorate
the entire nuclear fuel supply chain, consistent with United States
national security and nonproliferation goals and to make
recommendations, if needed, to further enable US domestic nuclear
fuel production. A report from the NFWG was submitted, after a
brief extension, to the White House in late 2019. To date, no
official recommendations have been made public, however, the
President’s recent Budget Request for Fiscal Year 2021
included $150 million in the Department of Energy budget to
establish a uranium reserve. The budget request also set out a
schedule for a similar amount to be approved in the budget in each
of the next ten years.
Another source of
uranium market uncertainty stems from policies relating to Russian
deliveries of nuclear fuel into the US. Since breaking from the
Joint Comprehensive Plan of Action with Iran, commonly known as the
Iran Nuclear Deal, the US Administration has put in place sanctions
against Iran. The US has also issued waivers to certain of
Iran’s trading partners, allowing entities from particular
nations, including Russia, to continue working with Iran on
civilian nuclear programs. On December 15, 2019, one of those
waivers, related to Iran’s Fordow Fuel Enrichment Plant, was
lifted, which raised concern among market participants regarding
the possibility of other waivers being revoked. The waiver causing
uranium market participants particular concern relates to the
Bushehr nuclear power plant, which Russia is involved in
building. If this waiver is removed, there is concern that
Russia could face sanctions in the US, which would halt deliveries
of Russian nuclear fuel to US utilities and represent a significant
supply-side development.
Also relevant to
Russian nuclear fuel supply into the US is the Agreement Suspending
the Antidumping Investigation on Uranium from the Russian
Federation (also known as the Russian Suspension Agreement, or the
‘RSA’), which established annual quotas limiting the
delivery of nuclear fuel into the US from Russia, Kazakhstan,
Kyrgyzstan, Tajikistan, Ukraine and Uzbekistan. This agreement is
set to expire at the end of 2020 and is currently under review.
Before the agreement expires, a decision needs to be made by the US
DOC as to whether there will be an extension and, if so, whether an
extension will be under existing or revised terms. If the RSA
expires, Russian-origin uranium products and services could be sold
into the US without any restrictions - adding further uncertainty
to the uranium market.
These market dynamics contributed to a soft
uranium price throughout the year. In 2019, the spot uranium price
traded within a narrow band, beginning the year at USD$28.50 per
pound U3O8
and ending it down over 12% at
USD$25.00 per pound U3O8.
Lower prices near the end of the year were attributed to limited
demand in the spot market. While spot uranium volumes did not match
the historic high reached in 2018 (almost 89 million pounds
U3O8),
2019 spot buying remained reasonably strong at 65 million pounds
U3O8.
Similar to 2018, however, despite seeing fairly robust spot market
volumes, long-term utility contracting remained low in
2019.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Despite the
impact of these policy matters, there are several indications that
uranium supply and demand fundamentals continue to improve
underneath the cloud of uncertainty that has dominated the market
in 2019. This was underscored in the bi-annual Nuclear Fuel Report
released by the World Nuclear Association (‘WNA’) at
its annual symposium in September 2019. The report evaluates
nuclear fuel demand and supply scenarios for the period from 2019
to 2040, using reference, low and high cases. For the first time in
several years, the WNA’s outlook for global uranium demand
increased for all three scenarios, which is positive for the future
outlook on demand and reflects industry consensus that the demand
picture has improved significantly in recent years. This has been
supported by many positive news stories on the demand side,
including increasing public recognition of the critical role
nuclear energy has to play in combatting climate change. One of the
most significant acknowledgments of this was made by the European
Union (‘EU’), with its leaders recently agreeing that
nuclear energy must be included as part of the solution required to
meet the EU’s goal of becoming carbon neutral by 2050. The
EU’s ‘European Green Deal’ officially
acknowledged the importance of nuclear energy in meeting the
region’s comprehensive climate action goals.
●
In the US, there were a
number of positive announcements through the course of 2019. In
Ohio, a long-awaited energy bill was passed supporting the
continued operation of the Davis-Besse and Perry nuclear power
plants. Previous attempts to secure subsidies for these plants were
unsuccessful, which had led most in the industry to believe the
plants would be shut down by calendar year 2021. Recognizing the
long-term viability of existing nuclear power plants, the Turkey
Point nuclear units 3 and 4 received approval for an additional 20
years of operating life from the US Nuclear Regulatory Commission
(‘NRC’). This additional extension will take the
reactors to a total of 80 years of operating life, which is the
longest license ever issued by the NRC. Turkey Point 3 and 4 are
now licensed to operate to 2052 and 2053, respectively. In the US
Midwest, the life of the Monticello nuclear plant was extended by
another decade to 2040.
●
In Mexico, the
country’s national nuclear utility, the Federal Electricity
Commission (‘CFE’), is considering building four new
nuclear reactors, to add to its existing two units at Laguna Verde.
CFE shared its plans to present a feasibility study to management
and the government in 2020. The study will examine a project to
build 1,400 megawatts electric (‘MWe’) reactors, with
an estimated cost of US$7 billion each.
●
In Canada, with the
longer-term future of nuclear in mind, the provincial governments
of New Brunswick, Ontario and Saskatchewan demonstrated support for
future nuclear new builds. The leaders of these provinces announced
that they had joined efforts to collaborate on advancing small
modular reactor (‘SMR’) technologies. The leaders see
SMRs as a practical solution to help curb carbon emissions, move
away from coal-fired power generation, and create an opportunity
for new economic growth in the provinces.
●
In India, the government
continued to demonstrate its commitment to increase its use of
nuclear energy. At a recent nuclear conference, the Chairman of
India’s Atomic Energy Commission and Secretary of the
Department of Atomic Energy reinforced the country’s
aggressive pursuit of new nuclear power plants in order to improve
the reliability of the country’s power supply. The
government’s Union Minister for Atomic Energy also confirmed
that there are currently nine reactors under construction in India
and indicated that the government had given administrative and
financial support to build an additional 12 new reactors with a
capacity of 9,000 MWe.
●
In the United Kingdom
(‘UK’), a leaked government analysis stressed the need
to build a fleet of new nuclear or carbon capture power plants in
order to meet climate targets. The UK government believes that up
to 40,000 MWe of low carbon power stations could be needed in 2050
to reduce Britain’s emissions to ‘net zero’ and
currently there is just one nuclear power plant under construction
– EDF Energy’s 3,200 MWe Hinkley Point C in
England.
●
In South Korea, Korea Hydro
& Nuclear Power (‘KHNP’) announced the successful
start-up of its Shin Kori 4 nuclear power plant. Initial
criticality was reached and the unit was connected to the grid in
April 2019. The Shin Kori 4 unit is a 1,400 MWe APR-1400, which is
the same design as those currently under construction in the United
Arab Emirates at the Barakah nuclear power plant, which is expected
to begin supplying electricity early in 2020.
●
In Taiwan, sentiment has
shifted away from a previous policy to eliminate nuclear power from
the Taiwan energy mix. In May 2019, the country passed an amendment
to eliminate the ‘Nuclear Free Homeland 2025’ mandate
that was imposed by the anti-nuclear Democratic Progressive Party
in early 2017. This amendment has opened the door for future
pro-nuclear decisions to be made regarding extending the lives of
existing nuclear power plants in the country, as well as the
possible completion of the Lungmen nuclear power plant, where
construction was halted in 2014.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
●
In Germany, positive
sentiment towards nuclear also appears to be growing. In 2019 the
government received escalating calls from several of the
country’s most prominent businesses to delay the
country’s plans to implement a full-scale nuclear phase-out
by the end of 2022. Some of these businesses emphasized the
importance of nuclear power, highlighting that Germany needs to run
its nuclear power plants longer if climate protection really
matters to the country.
Though much of
the nuclear news out of Asia was positive, news emerged from Japan
early in 2019 that the requirements set by the country’s
Nuclear Regulation Authority (‘NRA’) for utilities to
complete anti-terrorism protection work on each reactor’s
emergency facilities were unlikely to be met on schedule. All three
utilities currently operating units in Japan have said they require
between one and two and a half additional years to complete the
required work. The NRA has indicated, however, that it will not
extend the deadline. Due to this, it was recently announced that
reactors 3 and 4 at the Takahama nuclear power plant will stop
operating by the summer of 2020, with work aimed at meeting the NRA
commitment about one year behind schedule.
Overall, uranium
demand has grown in recent years, having now exceeded the annual
levels that existed prior to Japan shutting all of its nuclear
units following the 2011 Fukushima Daichii nuclear
incident.
The supply side
of the uranium market has also been progressing in the right
direction. This has resulted in a growing gap between annual
utility requirements and primary production, which continues to be
filled by drawing down on inventories and other secondary sources
of supply. Some of the positive supply indicators
include:
●
The world’s largest and
lowest cost uranium producer, National Atomic Company Kazatomprom
announced in August 2019, that it was reaffirming its commitment to
reach and maintain a more commercial balance between supply and
demand by extending its previously announced 20% production
curtailment through to 2021.
●
Other important supply side
changes included Rio Tinto finalizing the sale of its Rössing
operation in Namibia to China’s China National Uranium
Corporation (‘CNUC’). Taken together with the slow wind
down of Rio Tinto’s Ranger operation in Australia, we expect
to see Rio Tinto, one of the world’s largest mining companies
and a long-term major producer in the uranium industry, completely
exit the market.
●
In Niger, it was announced
that the Cominak mine will cease operation in March 2021 due to
depletion of ore. The operation has been a source of supply to the
industry since 1978.
With a
significant shortfall having developed between annual nuclear
utility requirements and primary production, inventories and other
secondary sources of supply are being drawn down to meet utility
needs. This process of inventory drawdowns suggests that we are
nearing an inflection point – where end-users of uranium
begin to question where long-term uranium supplies will come from
and how secure that supply will be over the long lives of their
nuclear reactors. There is already a growing sense that market
participants are beginning to look beyond near-term market
conditions in an attempt to understand what the supply environment
will look like in the mid-2020s and beyond. With a renewed focus on
nuclear energy as a critical element in battling climate change, it
is expected that global utilities will be looking to source future
supply from operations that are not only low-cost, reliable, and
situated in stable jurisdictions (the typical criteria for a good
supplier), but also those which are flexible and environmentally
responsible.
SELECTED ANNUAL FINANCIAL INFORMATION
(in
thousands, except for per share amounts)
|
|
|
|
Year
Ended
December
31,
2019
|
|
Year Ended
December 31,
2018
|
|
Year Ended
December 31,
2017
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
Total
revenues
|
|
|
$
|
15,549
|
$
|
15,550
|
$
|
16,067
|
Exploration and
evaluation
|
|
|
$
|
(15,238)
|
$
|
(15,457)
|
$
|
(16,643)
|
Operating
expenses
|
|
|
$
|
(14,436)
|
$
|
(15,579)
|
$
|
(13,687)
|
Impairment
reversal (expense)
|
|
|
$
|
-
|
$
|
(6,086)
|
$
|
331
|
Net
loss
|
|
|
$
|
(18,141)
|
$
|
(30,077)
|
$
|
(19,454)
|
Basic and diluted
loss per share
|
$
|
(0.03)
|
$
|
(0.05)
|
$
|
(0.04)
|
Discontinued Operations:
|
|
|
|
|
|
|
Net
loss
|
$
|
-
|
$
|
-
|
$
|
(109)
|
Basic and diluted
loss per share
|
$
|
-
|
$
|
-
|
$
|
-
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
(in
thousands)
|
|
|
|
As at
December 31,
2019
|
|
As at
December 31,
2018
|
|
As at
December 31,
2017
|
|
|
|
|
|
|
|
|
|
|
|
Financial Position:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
$
|
8,190
|
$
|
23,207
|
$
|
3,636
|
Investments in
debt instruments (GICs)
|
|
|
$
|
-
|
$
|
-
|
$
|
37,807
|
Cash, cash
equivalents and GICs
|
|
|
$
|
8,190
|
$
|
23,207
|
$
|
41,443
|
|
|
|
|
|
|
|
|
|
Working
capital
|
$
|
1,597
|
$
|
19,221
|
$
|
34,756
|
Property, plant
and equipment
|
$
|
257,259
|
$
|
258,291
|
$
|
249,002
|
Total
assets
|
$
|
299,998
|
$
|
312,187
|
$
|
326,300
|
Total long-term
liabilities
|
$
|
74,903
|
$
|
77,455
|
$
|
80,943
|
SELECTED QUARTERLY FINANCIAL INFORMATION
|
|
|
|
2019
|
|
2019
|
|
2019
|
|
2019
|
(in
thousands, except for per share amounts)
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
3,956
|
$
|
3,478
|
$
|
4,139
|
$
|
3,976
|
Net
loss
|
$
|
(1,498)
|
$
|
(6,424)
|
$
|
(4,884)
|
$
|
(5,335)
|
Basic and diluted
loss per share
|
$
|
(0.00)
|
$
|
(0.01)
|
$
|
(0.01)
|
$
|
(0.01)
|
|
|
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
(in
thousands, except for per share amounts)
|
|
Q4
|
|
Q3
|
|
Q2
|
|
Q1
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
4,144
|
$
|
3,729
|
$
|
4,104
|
$
|
3,573
|
Net
loss
|
$
|
(13,642)
|
$
|
(3,884)
|
$
|
(5,583)
|
$
|
(6,968)
|
Basic and diluted
loss per share
|
$
|
(0.02)
|
$
|
(0.01)
|
$
|
(0.01)
|
$
|
(0.01)
|
|
|
|
|
|
|
|
|
|
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 uranium mill as well as changes to the
estimated mineral resources of the Cigar Lake mine.
●
Revenues from the Closed
Mines group fluctuate due to the timing of projects, which vary
throughout the year in the normal course of business.
●
Operating expenses fluctuate
due to the timing of projects at both the MLJV and the Closed Mines
group, which vary throughout the year in the normal course of
business.
●
Exploration expenses are
generally largest in the first and third quarters, due to the
timing of the winter and summer exploration programs in
Saskatchewan.
●
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.
RESULTS OF OPERATIONS
REVENUES
McClean Lake Uranium Mill
The McClean Lake
property 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. The mill has licensed annual
production capacity of 24.0 million pounds U3O8, and is currently
operating under a 10-year license expiring in 2027. The mill is
currently processing ore from the Cigar Lake mine under a toll
milling agreement.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The MLJV is a
unincorporated contractual arrangement between Orano Canada Inc.
(‘Orano Canada’) with a 70% interest, Denison with a
22.5% interest, and OURD (Canada) Co. Ltd. with a 7.5%
interest.
In February 2017,
Denison completed a transaction with Anglo Pacific Group PLC and
one of its wholly owned subsidiaries (the ‘APG
Arrangement’), under which Denison received an upfront
payment of $43,500,000 in exchange for its right to receive future
toll milling cash receipts from the MLJV under the current toll
milling agreement with the Cigar Lake Joint Venture
(‘CLJV’) from July 1, 2016 onwards. The APG Arrangement
consists of certain contractual obligations of Denison to forward
to APG the cash proceeds of future toll milling revenue earned by
the Company related to the processing of the specified Cigar Lake
ore through the McClean Lake mill, and as such, the upfront payment
was accounted for as deferred revenue.
During the year
ended December 31, 2019, the McClean Lake mill processed 18.0
million pounds U3O8 for the CLJV
(2018 – 18.0 million pounds U3O8). In 2019, the
Company recorded toll milling revenue of $4,609,000 (2018 –
$4,239,000). The increase in toll milling revenue in 2019 compared
to the prior year is predominantly the result of an update to the
published Cigar Lake mineral resource estimate in the first quarter
of 2018, which resulted in the Company recording a negative
non-cash cumulative catch-up accounting adjustment of $332,000,
which reduced the recorded toll milling revenue in 2018. During the
first quarter of 2019, the Company recorded a nominal $26,000
positive non-cash cumulative accounting adjustment related to the
Cigar Lake mineral resource estimate update published in that
quarter.
During the year
ended December 31, 2019, the Company also recorded an accretion
expense of $3,203,000 on the toll milling deferred revenue balance
(2018 – $3,314,000). The annual accretion expense will
decrease over the life of the contract as the deferred revenue
liability decreases over time.
During the fourth
quarter of 2019, the McClean Lake Union Unifor Local 48-S ratified
a new collective bargaining agreement. The new three-year agreement
includes the implementation of a new two-weeks-in two-weeks-out
rotation, which will be implemented early in 2020.
Denison Closed Mines Services
Mine
decommissioning and environmental services are provided through
Denison’s Closed Mines group, which has provided long-term
care and maintenance for closed mine sites since 1997. With offices
in Ontario, the Yukon Territory and Quebec, the Closed Mines group
manages Denison’s Elliot Lake reclamation projects and
provides post-closure mine care and maintenance services to various
customers.
Revenue from
Closed Mines services during 2019 was $8,974,000 (2018 -
$9,298,000). The decrease in revenue in 2019, as compared to 2018,
was due to a decrease in activity at certain care and maintenance
sites, as well as a decrease in environmental consulting activities
during the year.
Management Services Agreement with UPC
Denison provides
general administrative and management services to UPC pursuant to a
management services agreement. The current agreement has an
effective date of April 1, 2019, and is for a five year term.
Management fees and commissions earned by Denison provide a source
of cash flow to partly offset corporate administrative expenditures
incurred by the Company.
During 2019,
revenue from the Company’s management contract with UPC was
$1,966,000 (2018 - $2,013,000). The decrease in revenues during
2019, compared to the prior year, was due to a decrease in
commission-based and discretionary fees, partly offset by an
increase in NAV-based management fees. UPC’s balance sheet
consists primarily of uranium held either in the form of
U3O8 or UF6, which is
accounted for at its fair value. The increase in NAV-based
management fees during the year, as compared to the prior period,
was due to the increase in the average fair value of UPC’s
uranium holdings, resulting from both increased uranium spot prices
and increased uranium holdings. The decrease in commission-based
fees in the year was due to a decrease in uranium purchases, and a
decrease in sales of conversion services, by UPC during the current
period, as compared to the prior year. Denison earns a 1%
commission on the gross value of UPC’s uranium purchases and
sales.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
OPERATING EXPENSES
Mining
Operating
expenses of the mining segment include depreciation and development
costs.
Operating
expenses in 2019 were $6,090,000 (2018 - $7,159,000). In 2019,
operating expenses included depreciation of the McClean Lake mill
of $3,165,000 (2018 - $3,264,000), as a result of processing
approximately 18.0 million pounds U3O8 for the CLJV
(2018 – 18.0 million pounds). The decrease in depreciation
during 2019 was primarily driven by a reduction in the
units-of-production depreciation rate due to an increase in the
estimate of the future CLJV production to be processed through the
mill.
In 2019,
operating expenses also included development and other operating
costs related to the MLJV of $2,925,000 (2018 – $3,893,000),
which relate predominantly to the multi-year test mining program,
operated by Orano Canada within the MLJV, to support the
advancement of the novel Surface Access Borehole Resource
Extraction (‘SABRE’) mining technology.
Closed Mines Services
Operating
expenses during 2019 totaled $8,346,000 (2018 - $8,211,000). The
expenses relate primarily to care and maintenance services provided
to clients, and include labour and other costs. The increase in
operating expenses in 2019, compared to 2018, is predominantly due
to a restructuring that was undertaken in the fourth quarter of
2019, to discontinue environmental consulting activities in order
to focus on the providing care and maintenance services, resulting
in a reduction in headcount and associated severance
expenditures.
CANADIAN MINERAL PROPERTY EXPLORATION & EVALUATION
During 2019, the
Company continued to focus on its high priority projects in the
Athabasca Basin region in Saskatchewan. Denison’s share of
exploration and evaluation expenditures in 2019 was $15,238,000
(2018 – $15,457,000). Exploration spending in Canada is
seasonal, with spending higher during the winter exploration season
(January to mid-April) and summer exploration season (June to
mid-October) in the Athabasca Basin. During 2019, the
Company’s exploration and evaluation expenditures decreased,
primarily due to decreased exploration activity, partially offset
by increased evaluation activities at Wheeler River.
The following
tables summarize the 2019 exploration and evaluation activities
completed through the middle of February 2020. The exploration
drilling relates to the Company’s summer and winter 2019
exploration programs, while the evaluation drilling relates to the
Wheeler River ISR field test which ran from June to December 2019
and included the installation of preliminary ISR test wells in
small diameter diamond drill holes and the completion of two large
diameter drill holes used for the installation of two commercial
scale wells (CSWs).
All exploration
and evaluation expenditure information in this MD&A covers the
twelve months ending December 31, 2019.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
EXPLORATION ACTIVITIES
|
Property
|
Denison’s
Ownership(1)
|
Exploration
Drilling(6)
|
Wheeler
River
|
90%(2)
|
10,573 m (20
holes)
|
Waterbury
Lake
|
66.57%(3)
|
5,735 m (15
holes)
|
Hook-Carter
|
80%(4)
|
4,797 m (6
holes)
|
Waterfound
River
|
12.32%(5)
|
5,110 m (7
holes)
|
Total
|
|
26,215 m (48 holes)
|
Notes:
(1) The
Company’s ownership as at December 31, 2019.
(2) JCU (Canada)
Exploration Company Limited (‘JCU’) funded their 10%
portion of exploration and evaluation expenditures during 2019 and
ownership interests are unchanged for 2019.
(3) Denison
earned an additional 0.65% interest in the Waterbury Lake property
during 2019. The partner, Korea Waterbury Uranium Limited
Partnership (‘KWULP’), elected not to fund the 2019
exploration program and therefore diluted its ownership interest.
Refer to RELATED PARTY TRANSACTIONS for further
details.
(4) The Company
acquired an 80% ownership in the Hook-Carter project in November
2016 from ALX Uranium Corp. (‘ALX’) and has agreed to
fund
ALX’s share
of the first $12.0 million in expenditures on the project. See
below for further details.
(5) Denison
elected not to fund its 14.42% share of the $1,508,286 2019
drilling program implemented by the operator, Orano Canada.
Accordingly, Denison’s ownership interest decreased by 2.1%
to 12.32%.
(6) The Company
reports total exploration metres drilled and the number of holes
that were successfully completed to their target
depth.
EVALUATION ACTIVITIES
|
Property
|
Denison’s
Ownership(1)
|
Evaluation Drilling
|
Other Activities
|
Wheeler
River
|
90%(2)
|
9,632 m (30 small
diameter wells)(3)
821 m (2 large
diameter wells)(4)
|
ISR Field
Testing,
Engineering,
Environmental Assessment
|
Total
|
|
10,453 m (32 holes)
|
|
Notes:
(1) The
Company’s ownership as at December 31, 2019.
(2) JCU (Canada)
Exploration Company Limited (‘JCU’) funded their 10%
portion of exploration and evaluation expenditures during 2019 and
ownership interests are unchanged for 2019.
(3) Small
diameter evaluation drilling includes HQ/PQ sized diamond drilling
either as the widening (reaming) of existing exploration drill
holes, or the drilling of new holes, for the purposes of installing
test wells for ISR field testing at Phoenix. Figures include total
evaluation metres drilled and total number of holes
completed.
(4) Large
diameter evaluation drilling relates to the drilling and
installation of new large diameter CSWs from surface for the
purposes of ISR field testing at Phoenix. Figures include total
evaluation metres drilled and total number of holes
completed.
The
Company’s Athabasca land package decreased during the fourth
quarter of 2019 from 305,658 hectares (213 claims) to 279,883
hectares (214 claims) due to area reductions of claims belonging to
the Darby, Epp Lake, Hatchet Lake, Johnston Lake, Murphy Lake and
South Dufferin properties, and lapsing of claims belonging to the
Perpete Lake and Waterbury North properties. Claim area reductions
allow the Company to extend tenure of the higher priority portions
of claims and reduce the annual expenditure requirements going
forward.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Wheeler River Project
Project Highlights:
●
PFS
results suggest Phoenix could become one of the lowest-cost uranium
mining operation globally
On September 24,
2018, the Company announced the results of the PFS for Wheeler
River. The PFS was completed in accordance with NI 43-101 and is
highlighted by the selection of the ISR mining method for the
development of the Phoenix deposit, with an estimated average
operating cost of $4.33 (USD$3.33) per pound U3O8.
The PFS considers
the potential economic merit of co-developing the Phoenix and
Gryphon deposits. The high-grade Phoenix deposit is designed as an
ISR mining operation, with associated processing to a finished
product occurring at a plant to be built on site at Wheeler River.
The Gryphon deposit is designed as an underground mining operation,
utilizing a conventional long hole mining approach with processing
of mine production assumed at Denison’s 22.5% owned McClean
Lake mill. Taken together, the project is estimated to have mine
production of 109.4 million pounds U3O8 over a 14-year
mine life, with a base case pre-tax net present value
(‘NPV’) of $1.31 billion (8% discount rate), internal
rate of return (‘IRR’) of 38.7%, and initial
pre-production capital expenditures of $322.5 million.
The PFS was
prepared on a project (100% ownership) and pre-tax basis. Denison
completed an indicative post-tax assessment based on a 90%
ownership interest, yielding a base case post-tax NPV of $755.9
million and post-tax IRR of 32.7%, with initial capital costs to
Denison of $290.3 million.
On December 18,
2018, Denison reported that the Company's Board of Directors and
the Wheeler River Joint Venture (‘WRJV’) approved the
advancement of Wheeler River, following a detailed assessment of
the PFS results. In support of the decision to advance Wheeler
River, in 2019 the WRJV initiated the EA process as well as
engineering studies and related programs required to advance the
high-grade Phoenix deposit as an ISR mining operation.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
●
Environmental
advantages of the proposed Wheeler River ISR mine
The Company's
evaluation of the ISR mining method in the PFS has identified
several significant environmental and permitting advantages –
particularly when compared to the impacts associated with
conventional uranium mining in Canada. The Project's ISR mining
operation is expected to produce no tailings, generate very small
volumes of waste rock, and has the potential for low volumes or
possibly no water discharge to surface water bodies, as well as the
potential to use the existing power grid to operate on a near zero
carbon emissions basis. The planned use of a freeze wall to
encapsulate the ore zone and contain the mining solution used in
the ISR operation streamlines the mining process, minimizes
interaction with the environment, and facilitates controlled
reclamation of the site at decommissioning. Taken together, the
Project has the potential to be one of the most environmentally
friendly uranium mining and processing operations in the world.
Owing largely to these benefits, engagement with local Indigenous
communities, the public, and federal and provincial
representatives, to date, has been encouraging regarding the use of
ISR mining.
●
The
largest undeveloped uranium project in the eastern Athabasca
Basin
Upon completion
of the PFS and in accordance with NI 43-101 standards, the Company
has declared the following mineral reserves and
resources.
●
Probable mineral reserves of 109.4 million
pounds U3O8
(Phoenix 59.7 million pounds U3O8 from 141,000
tonnes at 19.1% U3O8; Gryphon 49.7
million pounds U3O8 from 1,257,000
tonnes at 1.8% U3O8);
●
Indicated mineral resources (inclusive of
reserves) of 132.1 million pounds U3O8
(1,809,000 tonnes at an average grade of 3.3% U3O8);
plus
●
Inferred mineral resources of 3.0 million
pounds U3O8 (82,000
tonnes at an average grade of 1.7% U3O8).
●
Potential
for resource growth
Potential exists
for resource growth, outside of the currently defined mineral
resources, at both the Phoenix and Gryphon deposits. At Phoenix,
potential exists particularly around Zone B, where previous
mineralized results remain open on section or the interpreted
optimal exploration target remains untested, and at Zone C, which
is not currently included in the mineral resource estimate, where
similar targets exist. At Gryphon, potential exists to expand
mineral resources both along strike and down-plunge of the
currently defined A Series Lenses.
Outside of the
Phoenix and Gryphon deposits, Wheeler River has significant
exploration potential for the discovery of additional high-grade
uranium deposits. The Project’s significant repository of
geophysical and historic drilling data has facilitated the
identification of numerous high-priority regional target areas in
accordance with the Company’s latest exploration models. Many
of the target areas have the potential to host high-grade
sandstone-hosted deposits, similar to Phoenix, that may be amenable
to the use of the low-cost ISR mining method. Following almost ten
years of exploration drilling focused largely on the Phoenix and
Gryphon deposits, a multi-year plan has been developed to explore
the regional target areas, which commenced in 2018, and continued
in 2019.
Further details
regarding Wheeler River, including the estimated mineral reserves
and resources and PFS, are provided in the Technical Report for the
Wheeler River project titled ‘Pre-feasibility Study Report
for the Wheeler River Uranium Project, Saskatchewan, Canada’
prepared by Mark Liskowich, P.Geo. of SRK Consulting (Canada) Inc.
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.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The location of
the Wheeler River property, as well as the Phoenix and Gryphon
deposits, and existing and proposed infrastructure, is shown on the
map provided below.
Evaluation Program
During 2019,
Denison’s share of evaluation costs at Wheeler River amounted
to $9,867,000 (2018 - $3,130,000), which consisted primarily of
work related to the ISR field test program, other engineering
activities (including metallurgical testing) in support of a future
FS, and activities related to the EA process.
Engineering Activities
ISR Field Test
The
ISR field test program was designed to assess the permeability of
Phoenix, and to collect an extensive database of hydrogeological
data to further evaluate the ISR mining conditions present at
Phoenix (see Figure 1). This data is of critical importance to the
advancement of Phoenix as an ISR mining operation – as it is
expected to support a detailed assessment of the ISR requirements
related to permeability, and to be further incorporated into a
detailed ISR mine plan as part of the completion of a future
FS.
The
Company successfully completed the planned ISR field test work and
safely concluded operations on site at Wheeler River during the
fourth quarter of 2019 (see Denison’s press release dated
December 18, 2019). The field activities associated with the 2019
ISR field test program were completed over a period of
approximately 23 weeks (starting in June and completed in late
November), and required the support of approximately 40 Denison
employees and contractor staff.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The
objectives of the program were extensive, and the scope of the work
completed on site during the program was considerable. The
following represent the key components of field work completed as
part of the 2019 ISR field test program:
●
Installation
of 4 small-diameter pump/injection (‘P/I’) wells with a
2.5-inch diameter PVC pipe and slotted well-screen set within the
ore zone of Test Area 1 and Test Area 2.
●
Installation
of 5 small-diameter observation wells with a 1.5-inch diameter PVC
pipe and slotted well-screen set at various depths within the ore
zone of Test Area 1 and Test Area 2.
●
Installation
of 6 small-diameter observation wells with a 1.5 inch diameter PVC
pipe and slotted well-screen set at various depths outside of the
ore zone of Test Area 1 and Test Area 2, including wells situated
in the basement formation below Phoenix and in the sandstone above
and adjacent to Phoenix.
●
Installation
of 2 test wells containing Vibrating Wire Piezometers
(‘VWPs’) in each of Test Area 1 and Test Area 2,
equipped with pressure transducers at five different depth
locations – including the overburden (1 transducer),
overlying sandstone (2 transducers), ore zone (1 transducer), and
underlying basement (1 transducer).
●
Installation
of 12 small-diameter regional observation wells with a 1.5 inch
diameter PVC pipe and slotted well-screen set at various depths and
located approximately between 100 metres and 700 metres outside of
the boundaries of the ore zone at Phoenix, for the purposes of
environmental monitoring and baseline data collection.
●
Installation
of 1 re-charge well with a 2.5-inch diameter PVC pipe and slotted
well-screen set within the ore zone horizon for the purposes of
recharging formation test waters.
●
Completion of
a series of short-duration preliminary hydrogeological tests, using
the P/I wells to pump water from or inject water into the ore zone
to collect hydrogeological data and identify hydraulic connectivity
between test wells – validating the ability to move water,
and the existence of significant permeability, within the Phoenix
ore zone.
●
Installation
of 2 large-diameter CSWs within the ore zone – one located in
each of Test Area 1 and Test Area 2 and both designed to meet
expected regulatory and environmental requirements such that they
can ultimately form part of the production ISR well field at
Phoenix.
●
Completion of
a series of short-duration preliminary hydrogeological tests, using
the CSWs to pump water from or inject water into the ore zone to
collect further hydrogeological data and assess the extent of
permeability prior to testing the MaxPERF Drilling
Tool.
●
Deployment of
the MaxPERF Drilling Tool in each of CSW1 and CSW2 to complete an
array of lateral drill holes (penetration tunnels) designed to
enhance access from each CSW to the existing permeability within
the ore zone.
●
Completion of
a further series of short-duration preliminary hydrogeological
tests, using each of CSW1 and CSW2 to pump water from or inject
water into the ore zone following the deployment of the MaxPERF
Drilling Tool – indicating potential increased flow rates
following the application of the MaxPERF drilling.
●
Completion of
long-duration hydrogeological tests, using each of CSW1 and CSW2 to
pump water from or inject water into the ore zone for an extended
period of time, to collect further detailed hydrogeological data
designed to simulate fluid flow under conditions similar to an
envisioned commercial production environment.
●
Completion of
approximately 23 individual hydraulic conductivity tests (downhole
packer testing) in 15 boreholes at various depths within and
adjacent to the ore zone of Test Area 1 and Test Area 2 –
including hydraulic conductivity tests within the underlying
basement formation below Phoenix and in the sandstone above and
adjacent to Phoenix.
●
Completion of
downhole geophysics including nuclear magnetic resonance, dual
neutron, and cement-bond log in CSW2 and dual neutron in GWR-001,
GWR-010, GWR-019 and GWR-022.
●
Recovery of
approximately 100 metres of mineralized drill core in 14 individual
drill holes from the installation of P/I and observation wells, as
well as CSWs, within Test Area 1 and Test Area 2 – subject to
detailed on-site geological and geotechnical logging as well as
permeability (permeameter) testing, prior to portions of the core
being preserved for laboratory-based metallurgical test
work.
●
Completion of
extensive permeameter testing in the field, utilizing a portable
nitrogen gas probe permeameter adapted for testing whole drill core
pieces. Permeameter measurements were taken on core at approximate
10 centimetre intervals, resulting in a total of over 1,200
measurements collected from the 2019 ISR field test
program.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The
ISR field test successfully achieved each of the program’s
planned objectives, and is highlighted by several key de-risking
accomplishments, including the following:
Confirmation of significant hydraulic connectivity within the
Phoenix ore zone:
●
85% of test
wells located within Test Area 1 and Test Area 2 of the Phoenix
deposit showed hydraulic connectivity with another test well (see
Figure 2 and Figure 3);
●
Hydraulic
connectivity was observed over 77% of the total strike length
tested in Test Area 1 and Test Area 2 combined, and over 100% of
the total across-strike length tested;
●
Taken
together, the extent of hydraulic connectivity observed during the
ISR field test program is supportive of the permeability of the ore
zone and the potential suitability for ISR mining.
Installation of the Athabasca Basin’s first CSWs for
ISR:
●
ISR mining of
the Phoenix deposit is expected to require the installation of
approximately 300 large-diameter/commercial-scale vertical wells
into and surrounding the Phoenix deposit at approximately 400
metres below surface;
●
The
installation of CSW1 (GWR-031) and CSW2 (GWR-032) represent a
historic milestone for the advancement of ISR mining within the
Athabasca Basin – as the first wells to have been installed
for the purpose of ISR mining (see Figure 2 and Figure
3);
●
Completion of
these wells represents a notable de-risking accomplishment for the
project, as it confirms the ability to drill these large-diameter
holes and install the materials necessary for ISR mining in a
complex and highly altered geological setting that has not
previously been tested for the suitability of the installation of
ISR wells.
Confirmation of limited hydraulic connectivity within the
underlying basement units:
●
During
preliminary tests in Test Area 1 and Test Area 2, negligible
hydraulic responses were observed in the observation wells situated
in the basement rock units underlying the Phoenix
deposit;
●
This result
is indicative of the basement units having relatively low
permeability and is supportive of the PFS design for the Phoenix
ISR operation, which relies on the basement units providing
containment of the ISR mining solution in conjunction with the
planned freeze dome.
Demonstration of the effectiveness of MaxPERF to increase CSW
access to existing permeability:
●
The MaxPERF
Drilling Tool was successfully deployed in CSW1 and CSW2 to create
a series of lateral drill holes (penetration tunnels) roughly 0.7
inches (1.78 centimetres) in diameter, which extend up to 72 inches
(1.83 metres) from the CSW;
●
Initial
short-duration hydrogeological tests confirmed increased flow rates
in Test Area 1 following the completion of the MaxPERF drilling
(see Denison’s press release dated August 27, 2019). In Test
Area 2, initial short-duration hydrogeological tests confirmed
similar flow rates both before and after the completion of the
MaxPERF drilling (See Denison’s press release dated December
18, 2019);
●
These results
confirm that the MaxPERF Drilling Tool can be deployed successfully
within a CSW to mechanically engineer increased access to the
existing permeability of the ore formation. This tool could be of
significant utility in areas of the Phoenix deposit where natural
access to permeability is challenged.
Confirmation of ability to achieve hydraulic conductivity values
consistent with PFS
●
In February
2020, the Company reported further results of the pump and
injection tests performed on the two CSWs. These tests were
designed to allow for the simulation of fluid flow under conditions
similar to an envisioned commercial ISR production environment
– ultimately facilitating a quantitative assessment of the
bulk hydraulic conductivity of the Phoenix orebody and surrounding
rock formations.
●
For ISR
mining operations, the term ‘hydraulic conductivity’ is
used to describe the ease with which a fluid can move through the
pore spaces or fractures within a host rock. Hydraulic
conductivity, commonly represented by the symbol ‘K’,
is often stated as a rate of flow (under a unit hydraulic gradient
through a unit cross-sectional area of aquifer) and is typically
reported in units of metres/sec (‘m/s’) or metres/day
(‘m/d’).
●
The Pump and injection tests completed during the
2019 Field Test from CSW2 (drill hole GWR-032), after deployment of
the MaxPerf Drilling Tool, produced K values ranging from 3.7 x
10-7
to 9.6 x 10-7
(or 0.033 m/d to 0.084 m/d –
consistent with the K values used in the PFS.
The
extensive hydrogeological data sets collected during the 2019 field
program will be incorporated into the hydrogeological model being
developed for Phoenix, which is expected to facilitate detailed
mine planning. The hydrogeological testing and modelling are being
undertaken by Petrotek Corporation (‘Petrotek’) –
specialists in the technical evaluation and field operation of
subsurface fluid flow and injection projects, including significant
ISR experience in various jurisdictions. Denison expects the
hydrogeological model and final report to be completed in Q1
2020.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Figure 1: Phoenix Zone A plan view showing Test Areas and well
installations completed during 2019.
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MANAGEMENT’S DISCUSSION & ANALYSIS
|
Figure 2: Plan map and long section showing Pump/Injection wells,
Observation wells and CSW1 completed
for ISR field testing in Test Area 1.
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MANAGEMENT’S DISCUSSION & ANALYSIS
|
Figure 3:
Plan map and long section showing Pump/Injection wells, Observation
wells and CSW2
completed for ISR field testing in Test Area 2.
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MANAGEMENT’S DISCUSSION & ANALYSIS
|
Other Engineering Activities
Metallurgical Testing
Metallurgical
test work commenced in the fourth quarter of 2019, utilizing core
samples collected during the ISR field test program. The
metallurgical test program is expected to include the
following:
Core Leach Tests:
These specialized tests involve the
testing of intact mineralized core samples, representative of the
in-situ conditions at Phoenix, to evaluate uranium recovery
specifically for the ISR mining method. Mineralized core samples of
between 0.75 metres and 1.5 metres in length were obtained from the
2019 ISR field test program. A triple-tube method of core recovery
was employed to ensure the core could be recovered with minimal
breakage and would be representative of the in-situ Phoenix ore.
Core samples were collected to represent the various ore types and
grade ranges (~1% to 60% U3O8)
at Phoenix.
A specialized laboratory apparatus will be
utilized to completely seal the outer diameter of the intact
mineralized core, thus ensuring that the leach solution travels
through the intact core sample (25 centimetres to 50 centimetres in
length). The tests are expected to utilize mining solution (or
lixiviant) with acid and oxidant concentrations, and injection
pressures, similar to those envisaged during commercial ISR
operations. Denison considers this type of specialized test
of intact competent core samples to be the most representative
available laboratory test of the natural leach conditions of the
host rock. Accordingly, these tests
are expected to provide important detailed metallurgical recovery
data that is expected to inform the Company’s understanding
of the potential scope of the start-up, steady state, and closure
of ISR wells.
In February 2020,
the Company reported on the results from the initial core leach
tests (see Denison press release dated February 19, 2020). At that
time, over 50 days of testing had been completed on a mineralized
core sample recovered from drill hole GWR-016. The core sample was
recovered from between 405 and 407 metres below surface within the
extent of the high-grade core of Phoenix Zone A. Various parameters
for lixiviant composition (including both acid and oxidant
concentration) have been tested to date. In all cases, the
lixiviant is injected into the core continuously and only
interrupted periodically if a change in the lixiviant composition
is required. After the initial test startup, uranium bearing
solution recovered from the core sample returned uranium content in
the range of 13.5 g/L to 39.8 g/L. The average uranium
concentration returned over the last 20 days of testing was 29.8
g/L – which represents a uranium content that is
approximately 200% higher than (or three times) the minimum level
used for the ISR process plant design in the PFS of 10
g/L.
Column Leach Tests:
Additional core samples in the same
grade ranges (~1% to 60% U3O8)
were obtained from the 2019 ISR field test program and preserved
for metallurgical tests. These samples will be crushed and packed
into test columns at the test facility in order to complete
traditional column leach tests utilizing the same mining solutions
as the Core Leach Tests. The testing is expected to provide
additional data on the recovery of uranium, and any other metals,
from the various ore types and grade ranges associated with the
Phoenix deposit under the envisaged ISR mining conditions. The
purpose of the Column Leach Tests is to correlate data from the
specialized Core Leach Tests to the traditional ISR laboratory
testing methods used during the PFS. Additionally, the Column Leach
Tests are able to generate uranium bearing solutions in larger
quantities for further laboratory testing of the process plant
flowsheet.
Bench-Scale Tests:
Upon completion of the Core Leach
Tests and Column Leach Tests (together, the ‘Leach
Tests’), Bench-Scale Tests of each unit operation in the
proposed flowsheet is planned. These tests are expected to use the
uranium-bearing solution produced from the Leach Tests. The data
from the Bench-Scale Tests will provide key details to proceed with
the next stage of process plant design for impurity removal,
uranium precipitation, solid liquid separation, reagent usage and
water treatment.
Metallurgical Modelling:
Concurrent with these tests, Denison
is building a metallurgical simulation model with the basic
parameters for mass, energy and water balances. The data from all
laboratory tests will be incorporated into a model update once
testing is completed.
The
timing of the above noted elements of the metallurgical test
program will be contingent on the Company raising sufficient
capital.
Electrical Power Studies
In July 2019,
Denison submitted a request to the provincial power utility
(SaskPower) for the completion of an interconnection study. The
study is expected to provide Denison with guidance on the
connection schedule, as well as capital and engineering costs
expected to be required to connect the Wheeler River site to the
existing overhead power lines located approximately six kilometres
from the proposed Phoenix ISR operation.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Additional Engineering Activities
Certain
additional engineering activities have commenced to complement the
environmental program, including those required to confirm the
water, heat and mass balances for the ISR operation and process
plant. These efforts will provide valuable inputs to the
EA.
Environmental and Sustainability Activities
Project Description and Environmental Assessment
In 2019, the
Company submitted a PD to the CNSC and a Technical Proposal
to the SK MOE to support the advancement of an ISR uranium mine at
Wheeler River. Acceptance of these
documents was announced by both the SK MOE and the CNSC on June
1st,
2019. This milestone marked the official commencement of the EA
process. Additionally, in December 2019, final confirmation of the
EA scope for the Project was received from the
CNSC.
The
Company identified the EA process as a key element of the Project's
critical path. Accordingly, Denison has initiated various studies
and assessments as part of the EA process, which is intended to
culminate in the preparation of the Project EIS. The EA is a
planning and decision-making tool, which involves predicting
potential environmental effects throughout the project lifecycle
(construction, operation, decommissioning and post-decommissioning)
at the site, and within the local and regional assessment
areas.
In
late December 2019, Denison received a Record of Decision from the
CNSC on the scope of the factors to be taken into account for the
Wheeler EA, which indicate that the EA will follow the CNSC’s
generic guidelines.
Environmental Baseline Data Collection
Baseline work
completed during 2019 included ongoing monitoring of ambient radon
and dust in the air, groundwater quality, and waste rock barrel
leachate chemistry. In addition, ambient gamma, sulphur dioxide and
nitrogen dioxide monitoring programs were initiated during the
year, and aquatic, terrestrial and heritage baseline surveys were
conducted to build upon the work completed to date, improving
Denison’s understanding of the existing environment around
the Project area, and supporting the completion of the
EA.
In 2019, 12
regional observation wells were also installed for the purpose of
regional hydrogeological testing outside of the Phoenix deposit
(see ‘Completion of ISR Field Test Program’ above). The
wells will be used to establish baseline conditions within the
local and regional groundwater system and the data collected
(including groundwater levels, flow and quality) will form key
inputs to groundwater models for the EA.
Corporate Social Responsibility
The overall focus
of Denison’s corporate social responsibility program for 2019
has been to build and strengthen relationships with Indigenous and
non-Indigenous communities who have a strong connection to the land
in which the Project is located.
In addition to
various community engagement activities carried out during the
year, Denison conducted site tours during the third quarter for
various Indigenous and municipal leaders, which introduced the
leaders to the site, provided an overview of the summer field
testing activities, and offered an opportunity for collaboration
regarding the advancement of the Project.
Exploration Program
Denison’s
share of exploration costs at Wheeler River during 2019 were
$2,679,000 (2018 – $6,883,000).
Following the
completion of the PFS in the third quarter of 2018, and given the
highly encouraging results from the proposed Phoenix ISR operation,
the 2019 exploration drilling program was focused on initial
testing of regional targets at the sub-Athabasca unconformity, with
the potential to discover additional high-grade deposits that could
form satellite ISR operations.
The winter 2019
drilling program commenced in early January 2019 and was concluded
by the end of March 2019. A single diamond drill rig was utilized,
which completed 7,434 metres in 14 drill holes across regional
target areas including O Zone (2,091 metres; 4 holes), Q South East
(714 metres; 2 holes), K South (1,017 metres; 2 holes), K West
(1,899 metres; 3 holes), M Zone (1,116 metres; 2 holes) and Gryphon
South (597 metres; 1 holes).
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MANAGEMENT’S DISCUSSION & ANALYSIS
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The location of
the regional target areas are provided in the figure below.
Highlight drilling results included:
K West – Unconformity-hosted
mineralization was intersected in drill hole WR-756, highlighted by
0.03% U3O8 over 1.5 metres,
1.3% Cu over 4.0 metres, 0.13% Ni over 4.0 metres and 0.18% Co over
6.0 metres, immediately above the sub-Athabasca unconformity which
was intersected at 543.8 metres below surface. The mineralization
was accompanied by other geological features commonly associated
with unconformity-related deposits, including highly structured and
hydrothermally altered sandstone and faulted graphitic basement
rocks. Significant fault zones both within the lower sandstone and
upper basement indicate additional unconformity targets exist to
the southeast and northwest along section, respectively. While the
other two holes completed at K West, on 600 metre centers along
strike, did not intersect the optimal target area on their
respective sections, they both intersected significant structure
and alteration in the sandstone – confirming the presence of
a mineralizing system along the southern portion of the K West
trend.
Q South East – Two drill holes,
completed as a fence, were designed to test an unconformity target
on the eastern edge of the Quartzite Ridge - a geological setting
analogous to the Phoenix deposit. The drill holes intersected
structured and hydrothermally altered sandstone, an unconformity
offset of 16 metres and basement stratigraphy identical to the
Phoenix deposit. Targets exist along strike, particularly to the
northeast along the eastern edge of the Quartzite Ridge, which is
largely untested for 8.8 kilometres.
K South – Drill hole WR-749
intersected anomalous uranium in both the upper sandstone (average
1.29 parts per million (‘ppm’) uranium from 15 to 130
metres) and the lower sandstone (average 1.03 ppm uranium from 360
to 435 metres). The lower sandstone was also marked by significant
hydrothermal alteration including anomalous clay signatures up to
80 metres above the unconformity. The granite intersected at the
unconformity, at 465 metres, indicates the drill hole overshot the
optimal target. The highly anomalous sandstone signatures indicate
compelling future targets remain to the southeast, and along
strike, where graphitic basement rocks and associated structure are
interpreted to occur (subcrop) at the unconformity.
O Zone – The testing of DCIP
resistivity targets confirmed the presence of a major
post-Athabasca thrust fault with an unconformity offset of over 60
vertical metres and associated significant sandstone structure and
hydrothermal alteration. Additional targets exist over the 3
kilometres of interpreted strike length along the O Zone thrust
fault.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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During the summer
2019 exploration program, which commenced in late July and was
concluded by early September, a total of 3,139 metres of diamond
drilling was undertaken in six completed holes utilizing one drill
rig. The drill hole locations are provided in the figure below. The
summer drill holes were undertaken as a follow-up to the winter
2019 program along the southern portion of the K-West trend and
designed to follow-up certain targets on existing drill sections,
and to test along strike of previous drill holes.
In summary, the
six drill holes completed during the third quarter all intersected
favorable hydrothermal alteration within the basal sandstone
associated with the K-West graphitic fault, including bleaching,
desilification, and grey alteration. Three drill holes (WR-756D1,
WR-756D2 and WR753D1) were completed as a wedge (or daughter) hole
from existing drill holes, to follow-up on results from the winter
2019 exploration program. These drill holes intersected strong
alteration associated with highly anomalous geochemistry,
highlighted by WR-756D1 which averaged 3 ppm uranium (partial
digest) over the basal 230 metres of sandstone, indicative of a
potentially fertile uranium mineralizing system along the K-West
trend. Somewhat weaker geochemical results were returned from the
other three holes completed (WR759, WR-760, WR761A) along strike of
the winter 2019 drill holes on an approximate 300 metre spacing.
The drill holes completed along strike are, however, interpreted to
have undershot the optimal target by 45 to 65 metres. Accordingly,
additional exploration along the K-West trend is warranted,
particularly along the northern portion (west and northwest of the
Gryphon deposit), where the strongest geochemical anomalism along
the K-West trend occurs and unconformity targets are largely
untested.
The map below
provides a summary of drill results for K-West.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Exploration Pipeline Properties
During the 2019
winter season, Denison carried out drilling programs at Waterbury
Lake and Hook-Carter. Additionally, Orano Canada, as operator,
carried out a winter drilling program at the Waterfound River
project. No field exploration programs were conducted during the
fourth quarter of 2019, however, desk-top interpretations of 2019
results and planning activities for the 2020 work programs were
carried out. Exploration pipeline property highlights for 2019
include the results of the Company’s exploration program at
its Waterbury Lake and Hook-Carter properties, as described
below.
Waterbury Lake
Denison’s
Waterbury Lake project, which includes the J Zone and Huskie
uranium deposits, is located within 20 kilometres of the McClean
Lake mill, and is situated near the Roughrider, Midwest Main and
Midwest A deposits. The
project is the
sole asset of the Waterbury Lake Uranium Limited Partnership
(‘WLULP’), which is owned by Denison (66.57%) and its
project partner, Korea Waterbury Uranium Limited Partnership
(‘KWULP’) (33.41%). The remaining 0.02% interest in the
WLULP is held by the WLULP’s general partner, Waterbury Lake
Uranium Corporation (jointly owned by Denison (60%) and KWULP
(40%)). KWULP consists of a consortium of investors in which Korea
Hydro & Nuclear Power (‘KHNP’) holds a majority
position. KWULP elected not to fund the 2019 program and to dilute
their ownership interest.
Total exploration
costs incurred during 2019 were $1,276,000 (2018 –
$3,275,000). While the Company is funding 100% of the project cost,
it accounts for its ownership share of spending by the WLULP
(66.57% effective December 31, 2019) as exploration expense during
the period, and will ultimately account for a large portion of the
remaining expenditures as a mineral property addition related to
the periodic cash contributions made by the Company to the WLULP,
and the subsequent dilution of KWULP’s interest. Accordingly,
Denison’s share of the exploration expenditures during 2019
were $842,000 (2018 – $2,120,000). Refer to
‘Transactions With Related Parties’ below for further
details regarding the dilution of KHNP’s interest that
occurred during the year.
The winter 2019
drilling program commenced in January and was concluded in March
2019. Activities focused on drill testing priority target areas
associated with the regional Midwest Structure, which is
interpreted to be located along the eastern portion of the
Waterbury Lake property (see figure below). Target areas tested
included the GB Zone (3,385 metres; 9 drill holes), Oban South
(1,127 metres; 3 drill holes), GB Northeast (323 metres; 1 drill
hole) and the Midwest Extension (900 metres; 2 drill holes), with
highlight results described below:
GB Zone – Nine drill holes were
completed to follow-up on basement-hosted mineralization discovered
during the summer 2018 drilling program (see Denison’s press
release dated September 17, 2018). The winter 2019 drill holes were
oriented steeply to the northeast on an approximate 100 x 100 metre
spacing to test the faulted graphitic basement sequence, which dips
steeply to the southwest. Basement-hosted mineralization was
intersected in drill hole
WAT19-480,
highlighted by 0.15% U3O8 over 6.0 metres,
including 0.26% U3O8 over 3.0 metres.
Additional basement-hosted mineralized intercepts were obtained
approximately 100 metres to the southeast of WAT19-480 in drill
hole WAT19-486 highlighted by 0.25% U3O8 over 2.0 metres
and 0.22% U3O8 over 1.5 metres.
The remainder of the holes encountered variable amounts of basement
structure and alteration, often associated with anomalous
geochemistry. The up-dip projection of the mineralized faults was
tested at the unconformity, where two drill holes encountered
significant hydrothermal alteration but no significant
mineralization. Highlight assay results are provided in the table
below.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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HIGHLIGHTS OF WINTER 2019 ASSAY RESULTS FOR GB ZONE DRILL
HOLES
|
Hole Number
|
From
(m)
|
To
(m)
|
Length5
(m)
|
Grade
(% U3O8)1,2,4
|
WAT19-480
|
263.0
|
269.0
|
6.0
|
0.15
|
including(3)
|
263.0
|
266.0
|
3.0
|
0.26
|
WAT19-486
|
293.5
|
294.5
|
1.0
|
0.15
|
and
|
300.0
|
301.0
|
1.0
|
0.10
|
and
|
309.5
|
311.5
|
2.0
|
0.25
|
and
|
325.0
|
326.0
|
1.0
|
0.10
|
and
|
330.0
|
331.5
|
1.5
|
0.22
|
1.
U3O8 is the chemical
assay of mineralized split core samples.
2.
Intersection interval is
composited above a cut-off grade of 0.05% U3O8 unless otherwise
indicated.
3.
Intersection interval is
composited above a cut-off grade of 0.1% U3O8.
4.
Composites are compiled using
1.0 metre minimum thickness and 2.0 metres maximum
waste.
5.
As the drill holes are
oriented steeply toward the northeast and the mineralized lenses
are interpreted to dip steeply to the southwest, the true thickness
of mineralization is expected to be approximately 75% of the
intersection lengths.
Oban South – The target area at
Oban South comprises the interpreted intersection of the east-west
trending Oban South graphitic conductor and the north-northeast
trending regional Midwest structure. Three drill holes were
completed as an initial test of the geological concept. The
drilling successfully identified a faulted graphitic unit within
the basement, which was hydrothermally altered, and a broad zone of
desilicification within the lower sandstone, which included 10 ppm
uranium and over 100 ppm boron within the basal 12.5 metres of
sandstone immediately overlying the unconformity.
GB Northeast – A single
reconnaissance drill hole was completed to test a coincident
airborne electromagnetic conductor and magnetic low approximately
2.5 kilometres to the northeast of the GB Zone. The drill hole
intersected moderately to locally strong sandstone alteration and
an altered and faulted graphitic pelite unit immediately below the
unconformity. The drill hole was highlighted by a discrete spike in
basement radioactivity of 1,520 counts per second
(‘cps’), measured with an RS-125 gamma hand-held
spectrometer, within the faulted graphitic pelite unit accompanied
by elevated uranium (up to 200 ppm over 0.5 metres) and pathfinder
geochemistry.
More information
regarding the Waterbury Lake project is available in the technical
report titled “Technical Report with an Updated Mineral
Resource Estimate for the Waterbury Lake Property, Northern
Saskatchewan, Canada”, dated December 21, 2018, by Serdar
Donmez, P.Geo., E.I.T., Dale Verran, Pr.Sci.Nat., P.Geo., and Paul
Burry, P.Geo. of Denison Mines Corp., Oy Leuangthong, P.Eng and
Cliff Revering, P.Eng of SRK Consulting (Canada) Inc., Allan
Armitage, P.Geo of SGS Geostat, and Alan Sexton, P.Geo of GeoVector
Management Inc.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Hook-Carter Project
The Hook-Carter
property consists of 6 claims covering 24,262 hectares and is
located in the western portion of the Athabasca Basin. The project
is highlighted by 15 kilometres of strike potential along the
prolific Patterson Corridor – host to the Arrow deposit
(NexGen Energy Ltd.), Triple R deposit (Fission Uranium Corp.), and
Spitfire discovery (Purepoint Uranium Group Inc., Cameco Corp., and
Orano Canada), which occur within 8 to 20 kilometres of the
property. The property is significantly underexplored
compared to other properties along this trend, with only five of
eight historic drill holes (pre-2018) located along the 15
kilometres of Patterson Corridor strike length. The property
also covers significant portions of the Derkson and Carter
Corridors, which provide additional target areas.
The property is
owned 80% by Denison and 20% by ALX. Denison has agreed to fund
ALX's share of the first $12,000,000 in expenditures (see
Denison’s Press Releases dated October 13 and November 7,
2016).
Total exploration
costs incurred during 2019 were $1,787,000, (2018 - $2,818,000). As
at December 31, 2019, the Company has spent $6,712,000 on the
project, since acquisition.
During the first
quarter of 2019, a diamond drilling program was completed
consisting of 4,797 metres in six completed holes (see drill hole
locations in the figure below). The program was aimed at testing
high-priority geophysical targets identified from the 2017
electromagnetic (moving loop TEM) and resistivity (DCIP) surveys
within the interpreted extension of the Patterson Lake
Corridor.
Favorable
structure and alteration was encountered in the majority of the
drill holes completed in the 2019 drilling program, and the initial
batches of geochemical results show significant concentrations of
uranium pathfinder elements, which confirm the presence of a
mineralizing system on the Hook Carter property. Completion of the
2018 and 2019 drilling programs has provided reconnaissance level
drill hole coverage along the Patterson Lake Corridor at an
approximate 1,200 metre spacing within the 2017 geophysical survey
area. These reconnaissance drill holes form an important initial
repository of drilling data, which is expected to be used to
prioritize target horizons and plan future exploration
programs.
Drill hole
highlights from the 2019 drilling program include:
HC19-010A - Targeted a DC resistivity
anomaly located along the eastern edge of the 2017 geophysical
grid. The hole intersected weak to moderate hydrothermal alteration
in the sandstone. Geochemistry results returned anomalous boron
values up to 762 ppm throughout the sandstone column. An additional
DC resistivity target is located to the southeast on this
section.
HC19-011 – Tested a roughly
coincident electromagnetic-resistivity anomaly 900 metres along
strike to the southwest of HC19-010A. Drill hole HC19-011
intersected moderate to locally strong hydrothermal alteration in
the sandstone and weakly elevated radioactivity in hematized clay
near the unconformity (up to 225 cps with a handheld RS-125
spectrometer). Elevated levels of boron, up to 3,320 ppm, were
reported in the sandstone and immediately below the unconformity.
It has been interpreted that HC19-011 likely overshot the optimal
target and additional targets may exist to the southeast on
section.
HC19-013A and HC19-014A – These drill holes
tested electromagnetic targets 1.5 kilometres and 2.7 kilometres
along strike to the northeast of HC19-010A, respectively. HC19-013A
encountered multiple zones of strongly brecciated, faulted and
hydrothermally altered sandstone, particularly near the
unconformity. Strongly silicified pelitic gneisses and a
graphite-rich pelitic gneiss were intersected within the basement
that exhibited extensive shearing, faulting and brecciation.
Elevated radioactivity, with handheld RS-125 spectrometer values of
up to 170 cps, was recorded in some of the fault zones in the
basement. The sandstone column returned highly anomalous boron
values ranging from 45 to 1,110 ppm in the basal 300 metres. One
10-metre composite sandstone sample, from 100 – 110 metres,
averaged 5.79 ppm uranium (partial digest). Collared
approximately 1.2 kilometres northeast of HC19-013A, drill hole
HC19-014A encountered similar sandstone structure and alteration
restricted to the basal portion of the sandstone column. A massive
white clay zone about three metres in thickness was encountered at
the unconformity. HC19-014A encountered strongly sheared, faulted
and brecciated graphitic pelitic gneiss in the basement. Strong
clay alteration and hematization followed the graphitic unit
extending about 10 metres into the underlying quartz-flooded
granitic gneiss. Lithogeochemical samples from HC19-014A did not
yield anomalous uranium values, however one sample from the basal 3
metres of the sandstone column returned 1,380 ppm
boron.
HC19-012 – Targeted a strong
electromagnetic anomaly in the central portion of the 2017
geophysical survey area. The hole was designed to test the basement
below historic drill hole HK-002. Sandstone structure included
several narrow zones of blocky and locally brecciated core.
Significant hydrothermal alteration was noted in the sandstone.
Lithogeochemical samples analyzed from this hole returned strongly
anomalous boron values up to 1,000 ppm for the entire sandstone
column. Structurally-controlled clay alteration was observed in
multi-metre sections. A weakly to moderately bleached, locally
sheared, weakly graphitic unit was intersected in the basement
below HK-002.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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HC19-015 – Completed approximately
3 kilometres southwest of HC19-011, to test a resistivity target
that is coincident with a historical electromagnetic anomaly. Weak
dravite and pyrite alteration was noted mostly in the upper
portions of the sandstone column. The basal 30 metres were
desilicified with several unconsolidated sections. Basement
lithologies encountered included a graphitic breccia and a weakly
graphitic pelite unit. Pervasive strong quartz flooding was
observed throughout the basement and elevated radioactivity of up
to 350 cps was measured with a hand-held RS-125 scintillometer in a
hematized zone below the unconformity.
Midwest Project
The Midwest
project is owned by Denison (25.17%) and its partners, Orano Canada
(69.16%) and OURD (5.67%) pursuant to the Midwest Joint Venture
Agreement. Orano Canada is the operator of the project. The project
is host to two uranium deposits within close proximity to existing
uranium mining and milling infrastructure.
Total exploration
costs incurred during 2019 were nil (2018 – $1,251,000), and
Denison’s share of the exploration costs during 2019 was $nil
(2018 – $315,000). There is
no significant activity planned for Midwest at this
time.
On March 27,
2018, Denison reported an updated mineral resource estimate for the
Midwest Main and Midwest A deposits located on the Midwest
property, which is available on
the Company’s
profile on the SEDAR website at www.sedar.com.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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GENERAL AND ADMINISTRATIVE EXPENSES
Total general and
administrative expenses were $7,811,000 during 2019 (2018 -
$7,189,000). 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. Included in general
and administrative expense is $2,222,000 in non-cash share-based
compensation expense (2018 - $1,835,000). The increase in general
and administrative expenses during 2019, as compared to the prior
period, was predominantly the result of an increase in share-based
compensation expense related to vesting of the Company’s
initial grants of restricted share units (‘RSUs’) and
performance share units (‘PSUs’) issued in the second
quarter of fiscal 2018, an increase in employee salaries and
benefits, as well as an increase in non-recurring legal costs,
offset by a legal recovery received during the second quarter of
2019.
IMPAIRMENT – MINERAL PROPERTIES
During 2018, the
Company recognized an impairment expense of $6,086,000, due to the
Company’s intention to let claims on three of its Canadian
properties lapse in the normal course.
OTHER INCOME AND EXPENSES
During 2019, the
Company recognized a gain of $2,970,000 in other income/expense
(2018 – loss of $6,234,000). The gain in 2019 is
predominantly due to a deconsolidation gain of $5,267,000 related
to the change in accounting for the Company’s investment in
GoviEx (see below), offset by fair value adjustments related to the
Company’s other investments carried at fair
value.
As discussed more
fully below, on October 1, 2019, the Company ceased to use the
equity method to account for its investment in the common shares of
GoviEx, and began to account for this as a portfolio investment at
fair value through profit and loss. As a result, the Company
recorded other income of $5,267,000 to increase the carrying value
associated with its investment in GoviEx, from its equity method
carrying value as at September 30, 2019, to the fair value of the
common shares at October 1, 2019.
Gains and losses
on investments carried at fair value are driven by the changes in
share prices of the Company’s portfolio investments. During
2019, the Company recorded a loss of $1,085,000 on its portfolio
investments (2018 – loss of $5,411,000) due to unfavourable
mark-to-market adjustments.
During 2019, the
Company recorded an expense of $845,000 in other income and expense
related to an increase in the estimate of reclamation liabilities
at Elliot Lake (2018 - $369,000). In 2019, the increase in the
reclamation liability was predominantly due to changes in the
long-term discount rate used to estimate the present value of the
reclamation liability (2018 – changes in the long-term
discount rate and changes in labour cost estimates). Refer to
Reclamation Sites below for further detail.
EQUITY SHARE OF INCOME (LOSS) FROM ASSOCIATES
During 2019, the
Company recognized a loss of $426,000 from its equity share of its
associate GoviEx (2018 – gain of $277,000). The loss in 2019
is due to an equity loss of $678,000 (2018 – equity loss of
$472,000), based on the Company’s share of GoviEx’s net
loss during the period ending September 30, 2019, offset by a net
dilution gain of $252,000 (2018 – dilution gain of $749,000)
as a result of equity issuances completed by GoviEx, which reduced
the Company’s ownership position in GoviEx from 16.21% at
December 31, 2018, to approximately 15.39% at September 30, 2019.
The Company recorded its share of income from associates a quarter
in arrears, based on the most recent publicly available financial
information, adjusted for any subsequent material transactions that
have occurred.
On October 1,
2019, the Company determined that it no longer exercised
significant influence over GoviEx and began to account for its
investment in the common shares of GoviEx as a portfolio investment
at fair value through profit and loss. See ‘Other Income and
Expenses’ above for the accounting adjustment required to
bring the Company’s investment in GoviEx to fair value as at
October 1, 2019.
INCOME TAX RECOVERY AND EXPENSE
During 2019, the
Company recorded an income tax recovery of $5,376,000 (2018 -
$8,294,000). The decrease in the income tax recovery in 2019 was
predominantly due to the reduced magnitude of tax attributes
renounced to investors from the issuance of flow through shares.
The Company’s accounting policy for flow through shares
results in the recognition of previously unrecognized tax assets
upon the renunciation of tax attributes to investors in the year
following the issuance of the flow through shares. The flow through
share offering in 2018, renounced in 2019, was smaller than the
Company’s 2017 flow through offering, renounced in 2018,
resulting in a smaller deferred tax recovery in 2019.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash
equivalents were $8,190,000 at December 31, 2019 (December 31, 2018
– $23,207,000).
The decrease in
cash and cash equivalents of $15,017,000 was due to net cash used
in operations of $18,801,000 and net cash used in investing
activities of $921,000, partially offset by net cash provided by
financing activities of $4,705,000.
Net cash used in
operating activities of $18,801,000 during 2019 was predominantly
due to the net loss for the period, adjusted for non-cash items and
changes in working capital items.
Net cash used in
investing activities of $921,000 consists primarily of expenditures
for property, plant and equipment, as well as the purchase of
portfolio investments
Net cash provided
by financing activities of $4,705,000 reflects the net proceeds
received from the Company’s December 2019 private placement
issuance of 6,934,500 common shares, on a flow-through basis, at a
price of $0.68, for gross proceeds of $4,715,000 (‘2019 FT
Offering’), as well as the cash proceeds received upon the
exercise of employee stock options. The proceeds of 2019 FT
Offering will be used to fund the Company’s Athabasca Basin
exploration programs through to the end of 2020.
As at December
31, 2019, the Company has fulfilled its obligation to spend
$5,000,000 on eligible Canadian exploration expenditures as a
result of the issuance of common shares on a flow-through basis in
November 2018.
As at December
31, 2019, the Company has spent $120,000 towards its obligation to
spend $4,715,000 on eligible Canadian exploration expenditures
related to the 2019 FT Offering
Refer to
‘OUTLOOK for 2020’ below for details of the
Company’s working capital requirements for the next twelve
months.
Going Concern Assumption
At December 31,
2019, the Company does not have sufficient liquidity on hand to
meet all its obligations over the next 12 months as they become
due. In order to both fund operations and maintain rights under
existing agreements, the Company must secure additional future
funding. The Company is actively pursuing access to different
sources of funding and while it has been successful in the past in
obtaining financing for its activities, there is no assurance that
it will be able to obtain adequate financing in the future. These
events and conditions indicate the existence of material
uncertainties that may cast substantial doubt as to the
Company’s ability to continue as a going
concern.
Accordingly,
additional sources of financing will be required in 2020 to fund
the Company’s operations – including the evaluation
activities required to advance Wheeler River in accordance with the
Company’s plans. In order to raise the capital necessary to
fund future operations, the Company plans to pursue various capital
raising avenues, including asset sales, equity financing, debt
financing, or an alternative financing transaction such as the sale
of a stream and/or royalty on the Wheeler River project There is no
assurance, however, that the Company will be successful in
completing a capital raising transaction in order to secure
additional financing on terms acceptable to the
Company.
Revolving Term Credit Facility
On January 29,
2020, the Company entered into an agreement with the Bank of Nova
Scotia (‘BNS’) to extend the maturity date of the
Company’s credit facility to January 31, 2021 (‘2020
Credit Facility’). Under the 2020 Credit Facility, the
Company continues to have access to letters of credit of up to
$24,000,000, which is fully utilized for non-financial letters of
credit in support of reclamation obligations. All other terms of
the 2020 Credit Facility (tangible net worth covenant, pledged
cash, investments amount and security for the facility) remain
unchanged by the amendment – including a requirement to
provide $9,000,000 in cash collateral on deposit with BNS to
maintain the 2020 Credit Facility.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Contractual Obligations and Contingencies
The Company has
the following contractual obligations at December 31,
2019:
|
|
|
|
|
|
|
|
|
|
After
|
(in
thousands)
|
|
Total
|
|
1
Year
|
|
2-3
Years
|
|
4-5
Years
|
|
5
Years
|
Accounts payable
and accrued liabilities
|
$
|
7,930
|
$
|
7,930
|
$
|
-
|
$
|
-
|
$
|
-
|
Lease
liabilities
|
|
899
|
|
235
|
|
353
|
|
218
|
|
93
|
Debt
obligations
|
|
270
|
|
235
|
|
19
|
|
16
|
|
-
|
|
$
|
9,099
|
$
|
8,400
|
$
|
372
|
$
|
234
|
$
|
93
|
Exploration Spending Required to Maintain Exploration Portfolio in
Good Standing
The Company has a
portfolio of mineral properties, predominantly composed of 214
mineral claims in the Athabasca Basin region of Saskatchewan,
Canada as at December 31, 2019. Under The Mineral Tenure Registry
Regulations in Saskatchewan, once a claim has been
‘staked’, it may be held for an initial two-year
period, and this period may be renewed year to year, subject to the
holder expending a minimum required amount on exploration on the
claim lands. Exploration expenditures that exceed the annual
spending requirements may be carried forward and applied against
future spending requirements.
In order to
maintain the Company’s current exploration portfolio in good
standing for a period of five years, the Company’s share of
the required exploration expenditures is outlined in the table
below.
The Company
routinely assesses its exploration portfolio in order to rank
properties in accordance with their exploration potential. From
time to time, strategic decisions are made to either acquire new
claims, through staking or purchase, or to allow claims to lapse.
Claims are allowed to lapse if the Company determines that no
further exploration work is warranted by the Company. In
calculating the amounts in the table below, the Company assumed
that land claims held at the date of the MD&A would be
maintained for the duration of five years. In addition, where
Denison holds a claim with a partner, the Company has assumed that
each partner will fund their share of the required
expenditures.
|
|
|
|
|
|
|
|
|
|
|
(in
thousands)
|
|
Total
|
|
1
Year
|
|
2
Year
|
|
3
Year
|
|
4-5
Years
|
Exploration
expenditures required to maintain claim status
|
$
|
3,333
|
$
|
106
|
$
|
376
|
$
|
800
|
$
|
2,051
|
Surface lease
payments
|
|
1,085
|
|
217
|
|
217
|
|
217
|
|
434
|
|
$
|
4,418
|
$
|
323
|
$
|
593
|
$
|
1,017
|
$
|
2,485
|
Reclamation Sites
The Company
periodically reviews the anticipated costs of decommissioning and
reclaiming its mill and mine sites as part of its environmental
planning process. The Company’s reclamation liability, at
December 31, 2019, is estimated to be $32,512,000, which is
expected to be sufficient to cover the projected future costs for
reclamation of the Company’s mill and mine operations. There
can be no assurance, however, that the ultimate cost of such
reclamation obligations will not exceed the estimated liability
contained in the Company’s financial statements.
Elliot Lake – The Elliot Lake uranium mine
was closed in 1992 and capital works to decommission the site were
completed in 1997. The remaining provision is for the estimated
cost of monitoring the Tailings Management Areas at the Denison and
Stanrock sites and for treatment of water discharged from these
areas. The Company conducts its activities at both sites pursuant
to licenses issued by the CNSC. In the fourth quarter of 2019, an
adjustment of $845,000 was made to increase the reclamation
liability to reflect the Company’s best estimate of the
present value of the total reclamation cost that will be required
in the future. Spending on restoration activities at the Elliot
Lake sites is funded from the Elliot Lake reclamation trust fund.
At December 31, 2019, the amount of restricted cash and investments
relating to the Elliot Lake reclamation trust fund was
$2,859,000.
McClean Lake and Midwest
– The McClean Lake
and Midwest operations are subject to environmental regulations as
set out by the Saskatchewan government and the CNSC. Cost estimates
of future decommissioning and reclamation activities are prepared
every 5 years and filed with the applicable regulatory authorities
for approval. The most recent approved reclamation plan is dated
March 2016 and the Company’s best estimate of its share of
the present value of the total reclamation liability is derived
from this plan. In the fourth quarter of 2019, the Company
increased the liability by $1,097,000 to reflect changes in the
long-term discount rate used to estimate the present value of the
reclamation liability. The majority of the reclamation costs are
expected to be incurred between 2036 and 2054.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Under the
Mineral Industry Environmental
Protection Regulations, 1996, the Company is required to
provide its pro-rata share of financial assurances to the Province
of Saskatchewan. Under the March 2016 approved plan, the Company
has put in place financial assurances of $24,135,000, providing
irrevocable standby letters of credit from BNS in favour of
Saskatchewan’s Ministry of Environment. At present, to
provide the required standby letters of credit, the Company is
utilizing the full capacity of the 2020 Credit Facility and has
committed an additional $135,000 with BNS as restricted cash
collateral.
FINANCIAL INSTRUMENTS
|
|
Financial
|
|
Fair
|
|
December
31,
|
|
December
31,
|
|
|
Instrument
|
|
Value
|
|
2019
|
|
2018
|
(in
thousands)
|
|
Category (1)
|
|
Hierarchy
|
|
Fair
Value
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
Financial
Assets:
|
|
|
|
|
|
|
|
|
Cash and
equivalents
|
|
Category
B
|
|
|
$
|
8,190
|
$
|
23,207
|
Trade and
other receivables
|
|
Category
B
|
|
|
|
4,023
|
|
4,072
|
Investments
|
|
|
|
|
|
|
|
|
Debt
instruments (GIC’s)
|
|
Category
A
|
|
Level
2
|
|
-
|
|
-
|
Equity
instruments (shares)
|
|
Category
A
|
|
Level
1
|
|
11,971
|
|
2,007
|
Equity
instruments (warrants)
|
|
Category
A
|
|
Level
2
|
|
133
|
|
248
|
Restricted
cash and equivalents
|
|
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
Credit
facility pledged assets
Reclamation
letter of credit collateral
|
|
Category
B
Category
B
Category
B
|
|
|
|
2,859
9,000
135
|
|
3,120
9,000
135
|
|
|
|
|
|
$
|
36,311
|
$
|
41,789
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities:
|
|
|
|
|
|
|
|
|
Account
payable and accrued liabilities
|
|
Category
C
|
|
|
|
7,930
|
|
5,554
|
Debt
obligations
|
|
Category
C
|
|
|
|
1,002
|
|
-
|
|
|
|
|
|
$
|
8,932
|
$
|
5,554
|
Notes:
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; Category C=Financial
liabilities at amortized cost.
The Company is
exposed to credit risk and liquidity risk in relation to its
financial instruments. Its credit risk in relation to its cash and
cash equivalents, debt instruments and restricted cash and cash
equivalents is limited by dealing with credit worthy financial
institutions. The Company’s trade and other receivables
balance relates to a small number of customers who are considered
credit worthy and with whom the Company has established a
relationship through its past dealings.
Liquidity risk,
in which the Company may encounter difficulties in meeting
obligations associated with its financial liabilities as they
become due, is managed through the Company’s planning and
budgeting process, which determines the funds required to support
the Company’s normal operating requirements on an ongoing
basis. The Company ensures that there is sufficient committed
capital to meet its short-term business requirements, taking into
account its anticipated cash flows from operations, its holdings of
cash and equivalents and debt instruments and its access to credit
facilities and capital markets, if required. See Going Concern
Assumption, above, for further details regarding the
Company’s assessment as at December 31, 2019 that it does not
have sufficient liquidity on hand to meet all its obligations over
the next 12 months as they become due. As outlined above, in order
to fund operations, advance the evaluation of Wheeler River, and
maintain rights under existing agreements, the Company must secure
additional future funding.
The Company's
investments that are designated as financial assets at fair value
through profit or loss have resulted in other income of $4,182,000
during 2019 (2018 – other expense of $5,411,000). See OTHER
INCOME AND EXPENSES above for further details.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
TRANSACTIONS WITH RELATED PARTIES
Uranium Participation Corporation
The previous
management services agreement with UPC expired on March 31, 2019.
Effective April 1, 2019, a new management services agreement
(‘MSA’) was entered into for a term of five years (the
‘Term’). Under the MSA, Denison continues to receive
the following management fees from UPC, unchanged from the previous
agreement: a) a base fee of $400,000 per annum, payable in equal
quarterly installments; b) a variable fee equal to (i) 0.3% per
annum of UPC’s total assets in excess of $100 million and up
to and including $500 million, and (ii) 0.2% per annum of
UPC’s total assets in excess of $500 million; c) a fee, at
the discretion of the Board, for on-going monitoring or work
associated with a transaction or arrangement (other than a
financing, or the acquisition of or sale of U3O8 or UF6); and d) a
commission of 1.0% of the gross value of any purchases or sales of
U3O8 or UF6 or gross interest
fees payable to UPC in connection with any uranium loan
arrangements.
The MSA may be
terminated during the Term by Denison upon the provision of 180
days written notice. The MSA may be terminated during the Term by
UPC (i) in the event of a material breach, (ii) within 90 days of
certain events surrounding a change of both of the individuals
serving as Chief Executive Officer and Chief Financial Officer of
UPC, and / or a change of control of Denison, or (iii) upon the
provision of 30 days written notice and, subject to certain
exceptions, a cash payment to Denison of an amount equal to the
base and variable management fees that would otherwise be payable
to Denison (calculated based on UPC’s current uranium
holdings at the time of termination) for the lesser period of a)
three years, or b) the remaining term of the MSA.
The following
amounts were earned from UPC for the years ended:
|
|
|
|
|
|
Year
Ended
|
|
Year
Ended
|
|
|
|
|
|
|
December
31,
|
|
December
31,
|
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Management Fee
Revenue
|
|
|
|
|
|
|
|
|
Base and variable
fees
|
|
|
|
|
$
|
1,822
|
$
|
1,739
|
Discretionary
fees
|
|
|
|
|
|
-
|
|
50
|
Commission
fees
|
|
|
|
|
|
144
|
|
224
|
|
|
|
|
|
$
|
1,966
|
$
|
2,013
|
At December 31,
2019, accounts receivable includes $236,000 (December 31, 2018
– $303,000) due from UPC with respect to the fees and
transactions discussed above.
Korea Electric Power Corporation (‘KEPCO’) and
KHNP
In connection
with KEPCO’s investment in Denison in June 2009, KEPCO and
Denison were parties to a strategic relationship agreement. In
December 2016, Denison was notified that KEPCO’s indirect
ownership of Denison’s shares had been transferred from an
affiliate of KEPCO to an affiliate of KEPCO’s wholly-owned
subsidiary, KHNP. In September 2017, Denison and KHNP’s
affiliate, KHNP Canada Energy Ltd. (‘KHNP Canada’)
entered into an amended and restated strategic relationship
agreement, in large part providing KHNP Canada with the same rights
as those previously given to KEPCO under the prior agreement,
including entitling KHNP Canada to: (a) subscribe for additional
common shares in Denison’s future public equity offerings;
(b) a right of first opportunity if Denison intends to sell any of
its substantial assets; (c) a right to participate in certain
purchases of substantial assets which Denison proposes to acquire;
and (d) a right to nominate one director to Denison’s board
so long as its share interest in Denison is above
5.0%.
As at December
31, 2019, KHNP, through its subsidiaries, holds 58,284,000 shares
of Denison representing a share interest of approximately 9.76%.
KHNP Canada is the holder of the majority of these Denison
shares.
KHNP Canada is
also the majority member of the KWULP. KWULP is a consortium of
investors that holds the non-Denison owned interests in Waterbury
Lake Uranium Corporation (‘WLUC’) and Waterbury Lake
Uranium Limited Partnership (‘WLULP’), entities whose
key asset is the Waterbury Lake property. At December 31, 2019,
WLUC was owned by Denison (60%) and KWULP (40%) and the partnership
interests in WLULP were Denison (66.57%), KWULP (33.41%) and WLUC,
as general partner (0.02%). When a spending program is approved,
each of Denison and KWULP is required to fund WLUC and KWULP based
upon its respective ownership interests or be diluted accordingly.
Generally, spending program approval requires 75% of the limited
partners’ voting interest.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
In January 2014,
Denison agreed to allow KWULP to defer a decision regarding its
funding obligation to WLUC and WLULP until September 30, 2015 and
to not be immediately diluted as per the dilution provisions in the
relevant agreements (‘Dilution Agreement”). Instead,
under the Dilution Agreement, dilution would be delayed until
September 30, 2015 and then applied in each subsequent period, if
applicable, in accordance with the original agreements. In
exchange, Denison received authorization to approve spending
programs on the property, up to an aggregate $10,000,000, until
September 30, 2016 without obtaining approval from 75% of the
voting interest. Under subsequent amendments, Denison and KWULP
have agreed to extend Denison’s authorization under the
Dilution Agreement to approve program spending up to an aggregate
$15,000,000 until December 31, 2020.
In 2019, Denison
funded 100% of the approved fiscal 2019 program for Waterbury Lake
and KWULP continued to dilute its interest in the WLULP. As a
result, Denison increased its interest in the WLULP from 65.92% to
66.57%, in two steps, which has been accounted for using effective
dates of May 31, 2019 and November 30, 2019. The increased
ownership interest resulted in Denison recording its increased
pro-rata share of the assets and liabilities of Waterbury Lake, the
majority of which relates to an addition to mineral property assets
of $448,000.
In 2018, Denison
funded 100% of the approved fiscal 2018 program for Waterbury Lake
and KWULP continued to dilute its interest in the WLULP. As a
result, Denison increased its interest in the WLULP from 64.22% to
65.92%, in two steps, which has been accounted for using effective
dates of May 31, 2018 and October 31, 2018. The increased ownership
interest resulted in Denison recording its increased pro-rata share
of the assets and liabilities of Waterbury Lake, the majority of
which relates to an addition to mineral property assets of
$1,141,000.
Other
All services and
transactions with the following related parties listed below were
made on terms equivalent to those that prevail with arm’s
length transactions:
●
In December 2018, the Company
lent GoviEx $250,000 pursuant to a credit agreement between the
parties. In April 2019, the loan was repaid in full, together with
the interest thereon. The terms of the loan included certain fees
and interest on outstanding amounts at a rate of 7.5% per annum,
resulting in combined fees and interest of $256,000 paid to Denison
in 2019.
●
During 2019, the Company
incurred investor relations, administrative service fees and
certain pass-through expenses of $217,000 (2018 – $209,000)
with Namdo Management Services Ltd, which shares a common director
with Denison. These services were incurred in the normal course of
operating a public company. At December 31, 2019 and 2018, the fees
were paid in full.
●
During 2018, the Company
incurred office and certain pass-through expenses of $81,000 with
Lundin S.A, a company which provides office and administration
services to the former executive chairman, other directors and
management of Denison. The agreement for the office and
administration services was terminated effective September 30,
2018.
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:
|
|
|
|
Year
Ended
December
31,
|
|
Year
Ended
December
31,
|
|
(in
thousands)
|
|
|
|
|
2019
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
|
|
|
|
$
|
(2,024)
|
$
|
(1,759)
|
Share-based
compensation
|
|
|
|
|
|
(1,881)
|
|
(1,522)
|
Termination
benefits
|
|
|
|
|
|
(481)
|
|
-
|
|
|
|
|
|
$
|
(4,386)
|
$
|
(3,281)
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements.
SUBSEQUENT EVENTS
Bank of Nova Scotia Credit Facility Renewal
On January 29,
2020, the Company entered into an agreement with BNS to extend the
maturity date of the credit facility. Under the current terms of
the 2020 Credit Facility, the maturity date has been extended to
January 31, 2021 and the Company continues to have access to
credit up to $24,000,000 – the use of which is restricted to
non-financial letters of credit in support of reclamation
obligations. All other terms of the 2020 Credit Facility (tangible
net worth covenant, pledged cash, investments amount and security
for the facility) remain unchanged from those of the earlier credit
facility.
The 2020 Credit
Facility is subject to letter of credit and standby fees of 2.40%
(0.40% on the first $9,000,000) and 0.75%
respectively.
OUTSTANDING SHARE DATA
At March 5, 2020,
there company has the following share instruments issued and
outstanding: (1) 597,192,153 common shares; (2) stock options
entitling the holders to acquire 13,528,743 common shares; and (3)
share units entitling the holders to convert the units into
4,808,432 common shares. On a fully diluted basis, the Company
would have 615,529,328 common shares outstanding.
The 2020 Outlook,
and discussion below, represents the Company’s best estimate
of its cash flows for the year:
(‘000)
|
|
2020 OUTLOOK(2)
|
|
Mining Segment
|
|
|
|
Mineral
Sales
|
|
791
|
|
Development &
Operations
|
|
(5,181)
|
|
Exploration &
Evaluation
|
|
(8,973)
|
|
|
|
(13,363)
|
|
Closed Mines Segment
|
|
|
|
Closed Mines
Environmental Services
|
|
1,014
|
|
|
|
1,014
|
|
Corporate and Other Segment
|
|
|
|
UPC Management
Services
|
|
2,009
|
|
Corporate
Administration & Other
|
|
(5,200)
|
|
|
|
(3,191)
|
|
Net forecasted cash outflow (1)
|
|
$ (15,540)
|
|
Notes:
1.
Only material operations
shown.
2.
The outlook is prepared on a
cash basis.
Based on the
Company’s net working capital position at December 31, 2019,
adjusted for non-cash working capital items like deferred revenue,
Denison expects that completion of the activities contained within
the Outlook for 2020 will require approximately $9,000,000 in
additional funding. See ‘Going Concern Assumption’
above.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
MINERAL SALES
Denison’s
revenue, net of sales taxes, from the sale of approximately 26,000
pounds of U3O8 currently held in
inventory, is planned to be $0.8 million. The sale of this material
was previously forecasted to occur in 2019, but was ultimately
deferred into 2020.
DEVELOPMENT & OPERATIONS
In 2020,
Denison’s share of operating and capital expenditures at the
Orano Canada operated McClean Lake and Midwest joint ventures are
budgeted to be $4.1 million. Most of these expenditures relate to
McClean Lake – including $3.6 million in respect of
Denison’s share of SABRE related activities. The 2020 SABRE
program includes the completion of test mining activities within
the McClean North orebody, the completion of mill modifications
required to refurbish the grinding circuit at the McClean Lake
mill, in order to facilitate the possible processing of the ore
generated by test mining activities, and the expected milling costs
related to the possible processing of the SABRE mined
ore.
Operating
expenditures in 2020 are also expected to include $891,000 for
reclamation costs related to Denison’s legacy mine sites in
Elliot Lake.
EXPLORATION & EVALUATION
The total cost of
exploration and evaluation activities in 2020 is expected to be
approximately $9.0 million (Denison’s share). Highlights of
the planned spending is as follows:
Wheeler River – Evaluation and Exploration:
Denison’s
share of evaluation expenditures for Wheeler River is expected to
be $3.0 million. The forecasted expenditures include maintaining
Denison’s current technical services project workforce
throughout 2020 and the costs associated with engineering,
environmental, and corporate social responsibility work planned and
in progress during the first quarter of 2020.
Denison’s
share of the exploration expenditures for Wheeler River is expected
to be $3.4 million. Planned exploration activities involve a
diamond drilling program of an estimated 12,310 metres in
approximately 27 to 30 drill holes. The program is expected to be
focused at the Phoenix deposit, where additional exploration and
delineation drilling is warranted based on previous exploration
drilling and the positive results returned from recent ISR field
tests. The objective of the planned exploration at Phoenix is to
increase mineral resources that may be incorporated into a future
FS. Potential to add additional mineral resources at Phoenix exists
within the boundaries of the existing design of the ISR freeze
dome, but outside of the currently defined extents of the deposit
– particularly around Zone B, where previous mineralized
results remain open on section or the interpreted optimal
exploration target remains untested, and at Zone C, which is not
currently included in the mineral resource estimate, where similar
targets exist.
Other Properties – Exploration:
Exploration
expenditures of $2.6 million are planned for Denison’s other
properties (Denison’s share $2.6 million). Planned project
work includes geophysical surveying during the winter months and
various small-scale field activities during the summer months. A
total of five ground geophysical surveys are planned for six of
Denison’s pipeline properties during 2020 – including
Waterbury Lake, Ford Lake, Moon Lake, Murphy Lake, and Moon Lake
North and South (shared survey). The purpose of these surveys is to
generate targets for future drill testing in areas considered to
have significant exploration potential, and in certain cases to
protect the associated claims from lapsing.
MANAGEMENT AND ENVIRONMENTAL SERVICES
Net management
fees from the management services agreement with UPC are budgeted
at $2.0 million in 2020. A portion of the management fees earned
from UPC is based on UPC’s net asset value and is therefore
dependent upon the spot price for uranium. Denison’s budget
for 2020 assumes a uranium spot price of USD$29.57 per pound
U3O8 (estimated
average spot price for 2020 per UxC). Each USD$2 per pound
U3O8 increase
(decrease) is expected to translate into approximately $0.1 million
in additional (reduced) management fees to Denison.
Revenue from
operations at Denison’s Closed Mines group during 2020 is
budgeted to be $7.9 million, with operating, overhead, and capital
expenditures budgeted to be $6.9 million, resulting in a net
contribution of approximately $1.0 million.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
CORPORATE ADMINISTRATION AND OTHER
Cash corporate
administration expenses are budgeted to be $5.2 million in 2020,
and include head office salaries and benefits, office costs, audit
and regulatory costs, legal fees, investor relations expenses and
all other costs related to operating a public company with listings
in Canada and the United States. The forecast also includes the
internal cost of providing the UPC management
services.
In addition to
Corporate administration expenses in 2020, letter of credit and
standby fees relating to the 2020 Credit Facility are expected to
be approximately $400,000, which is expected to be partly offset by
estimated interest income of $299,000 on the Company’s
unrestricted and restricted cash and short-term investments, for a
net cash outflow of $101,000.
ADDITIONAL DISCRETIONARY EXPENDITURES AND FINANCING
IMPACTS
Denison has also
identified a number of discretionary spending programs, in support
of Wheeler River, that could be included in the Company’s
2020 plans if sufficient additional capital is available on terms
considered acceptable to the Company. These further programs, not
included in the 2020 Outlook above, include the
following:
Wheeler River – Evaluation:
EIS submission
The objective of
this program would be to complete the work required to enable the
Company to submit a draft EIS to the Federal and Provincial
regulators. In order to achieve this milestone, the Company will
have to fund various associated activities, including (a) continued
environmental baseline work, (b) further metallurgical test work,
(c) completion of technical assessments, (d) drafting of the EIS
document for the project, and (e) related expenditures on corporate
social responsibility activities and community engagement. The
expenses associated with completing this work are estimated to
total approximately $7.0 million.
ISR Field Program
The objective of
this program would be to complete a further ISR field test at
Phoenix. The field test is expected to involve the installation of
a series of CSWs in a single well pattern located within Test Area
2 of the Phoenix deposit. The program is designed to result in the
collection of further data to support detailed wellfield designs
for the FS and is expected to cost approximately $6.6
million.
CONTROLS AND PROCEDURES
The Company
carried out an evaluation, under the supervision and with the
participation of its management, including the President and Chief
Executive Officer and the Vice-President Finance and Chief
Financial Officer, of the effectiveness of the design and operation
of the Company’s ‘disclosure controls and
procedures’ (as defined in the Exchange Act Rule 13a-15(e))
as of the end of the period covered by this report. Based upon that
evaluation, the President and Chief Executive Officer and the
Vice-President Finance and Chief Financial Officer concluded that
the Company’s disclosure controls and procedures are
effective as of December 31, 2019.
The
Company’s management is responsible for establishing and
maintaining an adequate system of internal control over financial
reporting. Management conducted an evaluation of the effectiveness
of internal control over financial reporting based on the
Internal Control –
Integrated Framework, 2013 issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, management concluded that the Company’s internal
control over financial reporting was effective as of December 31,
2019.
There has not
been any change in the Company’s internal control over
financial reporting that occurred during 2019 that has materially
affected, or is reasonably likely to materially affect, the
Company’s internal control over
financial
reporting.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation
of consolidated financial statements in accordance with IFRS
requires the use of certain critical accounting estimates and
judgements that affect the amounts reported. It also requires
management to exercise judgement in applying the Company’s
accounting policies.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
These judgements
and estimates are based on management’s best knowledge of the
relevant facts and circumstances taking into account previous
experience. Although the Company regularly reviews the estimates
and judgements made that affect these financial statements, actual
results may be materially different.
Significant
estimates and judgements made by management relate to:
Determination of a mineral property being sufficiently
advanced
The Company
follows a policy of capitalizing non-exploration related
expenditures on properties it considers to be sufficiently
advanced. Once a mineral property is determined to be sufficiently
advanced, that determination is irrevocable and the capitalization
policy continues to apply over the life of the property. In
determining whether or not a mineral property is sufficiently
advanced, management considers a number of factors, including, but
not limited to: current uranium market conditions, the quality of
resources identified, access to the resource, the suitability of
the resource to current mining methods, ease of permitting,
confidence in the jurisdiction in which the resource is located and
milling complexity.
Many of these
factors are subject to risks and uncertainties that can support a
“sufficiently advanced” determination as at one point
in time but not support it at another. The final determination
requires significant judgment on the part of the Company’s
management and directly impacts the carrying value of the
Company’s mineral properties.
Mineral property impairment reviews and impairment
adjustments
Mineral
properties are tested for impairment when events or changes in
circumstances indicate that the carrying amount may not be
recoverable. When an indicator is identified, the Company
determines the recoverable amount of the property, which is the
higher of an asset’s fair value less costs of disposal or
value in use. An impairment loss is recognized if the carrying
value exceeds the recoverable amount. The recoverable amount of a
mineral property may be determined by reference to estimated future
operating results and discounted net cash flows, current market
valuations of similar properties or a combination of the above. In
undertaking this review, management of the Company is required to
make significant estimates of, amongst other things: reserve and
resource amounts, future production and sale volumes, forecast
commodity prices, future operating, capital and reclamation costs
to the end of the mine’s life and current market valuations
from observable market data which may not be directly comparable.
These estimates are subject to various risks and uncertainties,
which may ultimately have an effect on the expected recoverable
amount of a specific mineral property asset. Changes in these
estimates could have a material impact on the carrying value of the
mineral property amounts and the impairment losses
recognized.
Deferred revenue – pre-sold toll milling –
classification
In February 2017,
Denison closed an arrangement with Anglo Pacific Group PLC and its
subsidiaries (the “APG Arrangement” and
“APG” respectively). Under the APG Arrangement, Denison
monetized its right to receive future toll milling cash receipts
from July 1, 2016 onwards from the MLJV under the current toll
milling agreement with the CLJV for an upfront cash payment. The
APG Arrangement consisted of a loan structure and a stream
arrangement. Significant judgement was required to determine
whether the APG Arrangement should be accounted for as a financial
obligation (i.e. debt) or deferred revenue.
Key factors that
support the deferred revenue conclusion reached by management
include, but are not limited to: a) Limited recourse loan structure
– amounts due to APG are generally repayable only to the
extent of Denison’s share of the toll milling revenues earned
by the MLJV from the processing of the first 215 million pounds of
U3O8 from the Cigar Lake mine on or after July 1, 2016, under the
terms of the current Cigar Lake toll milling agreement; and b) No
warranty of the future rate of production - no warranty is provided
by Denison to APG regarding the future rate of production at the
Cigar Lake mine and / or the McClean Lake mill, or the amount and /
or collectability of cash receipts to be received by the MLJV in
respect of toll milling of Cigar Lake ore.
Deferred revenue – pre-sold toll milling – revenue
recognition
In February 2017,
Denison closed the APG Arrangement and effectively monetized its
right to receive specified future toll milling cash receipts from
the MLJV related to the current toll milling agreement with the
CLJV. In exchange, Denison received a net up-front payment of
$39,980,000 which has been accounted for as a deferred revenue
liability as at the transaction close date.
Under IFRS 15,
the Company is required to recognize a revenue component and a
financing component as it draws down the deferred revenue
associated with the APG Arrangement over the life of the specified
toll milling production included in the APG
Arrangement.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
In estimating
both of these components, the Company is required to make
assumptions relating to the future toll milling production volume
associated with Cigar Lake Phase 1 and 2 ore reserves and resources
(to end of mine life) and estimates of the annual timing of that
production. Changes in these estimates affect the underlying
production profile which in turn affects the average toll milling
drawdown rate used to recognize revenue.
When the average
toll milling drawdown rate is changed, the impact is reflected on a
life-to-date production basis with a retroactive adjustment to
revenue recorded in the current period. Going forward, each time
the Company updates its estimates of the underlying production
profile for the APG Arrangement (typically in the quarter that
information relating to Cigar Lake uranium resource updates and /
or production schedules becomes publicly available), retroactive
adjustments to revenue will be recorded in the period that the
revised estimate is determined – such adjustments, which are
non-cash in nature, could be material.
Deferred tax assets and liabilities
Deferred tax
assets and liabilities are computed in respect of taxes that are
based on taxable profit. Taxable profit will often differ from
accounting profit and management may need to exercise judgement to
determine whether some taxes are income taxes (and subject to
deferred tax accounting) or operating expenses.
Deferred tax
assets and liabilities are measured using enacted or substantively
enacted tax rates expected to apply when the temporary differences
between accounting carrying values and tax basis are expected to be
recovered or settled. The determination of the ability of the
Company to utilize tax loss carry forwards to offset deferred tax
liabilities requires management to exercise judgment and make
certain assumptions about the future performance of the Company.
Management is required to assess whether it is
“probable” that the Company will benefit from these
prior losses and other deferred tax assets. Changes in economic
conditions, commodity prices and other factors could result in
revisions to the estimates of the benefits to be realized or the
timing of utilizing the losses.
Reclamation obligations
Asset retirement
obligations are recorded as a liability when the asset is initially
constructed or a constructive or legal obligation exists. The
valuation of the liability typically involves identifying costs to
be incurred in the future and discounting them to the present using
an appropriate discount rate for the liability. The determination
of future costs involves a number of estimates relating to timing,
type of costs, mine closure plans, and review of potential methods
and technical advancements. Furthermore, due to uncertainties
concerning environmental remediation, the ultimate cost of the
Company’s decommissioning liability could differ materially
from amounts provided. The estimate of the Company’s
obligation is subject to change due to amendments to applicable
laws and regulations and as new information concerning the
Company’s operations becomes available. The Company is not
able to determine the impact on its financial position, if any, of
environmental laws and regulations that may be enacted in the
future.
RISK FACTORS
There are a
number of factors that could negatively affect Denison’s
business and the value of Denison’s common shares (the
‘Shares’), including the factors listed below. The
following information pertains to the outlook and conditions
currently known to Denison that could have a material impact on the
financial condition of Denison. Other factors may arise in the
future that are currently not foreseen by management of Denison,
which may present additional risks in the future. Current and
prospective security holders of Denison should carefully consider
these risk factors.
Capital Intensive Industry and Uncertainty of Funding
The
exploration and development of mineral properties and any operation
of mines and facilities requires a substantial amount of capital
and the ability of the Company to proceed with any of its plans
with respect thereto depends on its ability to obtain financing
through joint ventures, equity financing, debt financing or other
means. General market conditions, volatile uranium markets, a claim
against the Company, a significant disruption to the
Company’s business or operations or other factors may make it
difficult to secure financing necessary to fund the substantial
capital that is typically required in order to continue to advance
a mineral project, such as the Wheeler River project, through the
testing, permitting and feasibility processes to a production
decision or to place a property, such as Wheeler River, into
commercial production. Similarly, there is uncertainty regarding
the Company’s ability to fund additional exploration of the
Company’s projects or the acquisition of new
projects.
There
is no assurance that the Company will be successful in obtaining
required financing as and when needed on acceptable terms, and
failure to obtain such additional financing could result in the
delay or indefinite postponement of any or all of the
Company’s exploration, development or other growth
initiatives.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Speculative Nature of Exploration and
Development
Exploration for minerals and the
development of mineral properties is speculative, and involves
significant uncertainties and financial risks that even a
combination of careful evaluation, experience and technical
knowledge may not eliminate. While the discovery of an ore body may
result in substantial rewards, few properties which are explored
prove to return the discovery of a commercially mineable deposit
and/or are ultimately developed into producing mines. As at the
date hereof, many of Denison’s projects are preliminary in
nature and mineral resource estimates include inferred mineral
resources, which are considered too speculative geologically to
have the economic considerations applied that would enable them to
be categorized as mineral reserves. Mineral resources that are not
mineral reserves do not have demonstrated economic viability. Major
expenses may be required to properly evaluate the
prospectivity of an exploration property, to develop new ore bodies
and to estimate mineral resources and establish mineral reserves. There
is no assurance that the Company’s uranium deposits are
commercially mineable.
Imprecision of Mineral Reserve and Resource Estimates
Mineral reserve and resource figures are
estimates, and no assurances can be given that the estimated
quantities of uranium are in the ground and could be produced or
that Denison will receive the prices assumed in determining its
mineral reserves. Such
estimates are expressions of judgment based on knowledge, mining
experience, analysis of drilling results and industry best
practices. Valid estimates made
at a given time may significantly change when new information
becomes available. While
Denison believes that the Company’s estimates of mineral
reserves and mineral resources are well established and reflect
management’s best estimates, by their nature, mineral reserve
and resource estimates are imprecise and depend, to a certain
extent, upon statistical inferences and geological interpretations,
which may ultimately prove inaccurate. Furthermore, market price fluctuations, as well as
increased capital or production costs or reduced recovery rates,
may render mineral reserves and resources uneconomic and
may ultimately result in a restatement of mineral reserves and
resources. The evaluation of
mineral reserves or resources is always influenced by economic and
technological factors, which may change over
time.
Risks of, and Market Impacts on, Developing Mineral
Properties
Denison’s current and future uranium
production is dependent in part on the successful development of
its known ore bodies, discovery of new ore bodies and/or revival of
previously existing mining operations. It is impossible to ensure that
Denison’s current exploration
and development programs will result in profitable commercial
mining operations. Where the
Company has been able to estimate the existence of mineral
resources and mineral reserves, such as for the Wheeler River
project, substantial expenditures are still required to establish
economic feasibility for commercial development and to obtain the
required environmental approvals, permitting and assets to commence
commercial operations.
Development projects are subject to the completion
of successful feasibility studies, engineering studies and
environmental assessments, the issuance of necessary governmental
permits and the availability of adequate financing. The economic
feasibility of development projects is based upon many factors,
including, among others: the accuracy of mineral reserve and
resource estimates; metallurgical recoveries; capital and operating
costs of such projects; government regulations relating to prices,
taxes, royalties, infrastructure, land tenure, land use, importing
and exporting, and environmental protection; political and economic
climate; and uranium prices,
which are historically cyclical.
Denison
is currently undertaking various studies and test work in
connection with a feasibility study for Wheeler River, subject to
the availability of capital. If completed, such a feasibility
study, and any estimates of mineral reserves and mineral resources,
development costs, operating costs and estimates of future cash
flow contained therein, will be based on Denison’s
interpretation of the information available to-date. Development
projects have no operating history upon which to base developmental
and operational estimates. Particularly for development projects,
economic analyses and feasibility studies contain estimates based
upon many factors, including estimates of mineral reserves, the
interpretation of geologic and engineering data, anticipated
tonnage and grades of ore to be mined and processed, the
configuration of the ore body, expected recovery rates of uranium
from the ore, estimated operating costs, anticipated climatic
conditions and other factors. As a result, it is possible that
actual capital and operating costs and economic returns will differ
significantly from those estimated for a project prior to
production.
The
decision as to whether a property, such as Wheeler River, contains
a commercial mineral deposit and should be brought into production
will depend upon the results of exploration programs and/or
feasibility studies, and the recommendations of duly qualified
engineers and/or geologists, all of which involves significant
expense and risk.
It
is not unusual in the mining industry for new mining operations to
take longer than originally anticipated to bring into a producing
phase, and to require more capital than anticipated.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Any
of the following events, among others, could affect the
profitability or economic feasibility of a project or delay or stop
its advancement: unavailability of necessary capital, unexpected
problems during the start-up phase delaying production,
unanticipated changes in grade and tonnes of ore to be mined and
processed, unanticipated adverse geological conditions,
unanticipated metallurgical recovery problems, incorrect data on
which engineering assumptions are made, unavailability of labour,
increased costs of processing and refining facilities,
unavailability of economic sources of power and water,
unanticipated transportation costs, changes in government
regulations (including regulations with respect to the environment,
prices, royalties, duties, taxes, permitting, restrictions on
production, quotas on exportation of minerals, environmental,
etc.), fluctuations in uranium prices, and accidents, labour
actions and force majeure events.
The
ability to sell and profit from the sale of any eventual mineral
production from a property will be subject to the prevailing
conditions in the applicable marketplace at the time of sale. The
demand for uranium and other minerals is subject to global economic
activity and changing attitudes of consumers and other
end-users’ demand. Many of these factors are beyond the
control of a mining company and therefore represent a market risk
which could impact the long term viability of Denison and its
operations.
Risks Associated with the Selection of Novel Mining
Methods
As
disclosed in the Wheeler PFS Report, Denison has selected the ISR
mining method for production at the Phoenix deposit. While test
work completed to date indicates that ground conditions and the
mineral reserves estimated to be contained within the deposit are
amenable to extraction by way of ISR, actual conditions could be
materially different from those estimated based on the
Company’s technical studies completed to date. While industry
best practices have been utilized in the development of its
estimates, actual results may differ significantly. Denison will
need to complete substantial additional work to further advance
and/or confirm its current estimates and projections for
development to the level of a feasibility study. As a result, it is
possible that actual costs and economic returns of any mining
operations may differ materially from Denison’s best
estimates.
Dependence on Obtaining Licenses and other Regulatory and Policy
Risks
Uranium
mining and milling operations and exploration activities, as well
as the transportation and handling of the products produced, are
subject to extensive regulation by federal, provincial and state
governments. Such regulations relate to production, development,
exploration, exports, imports, taxes and royalties, labour
standards, occupational health, waste disposal, protection and
remediation of the environment, mine decommissioning and
reclamation, mine safety, toxic substances, transportation safety
and emergency response, and other matters. Compliance with such
laws and regulations is currently, and has historically, increased
the costs of exploring, drilling, developing, constructing,
operating and closing Denison’s mines and processing
facilities. It is possible that the costs, delays and other effects
associated with such laws and regulations may impact
Denison’s decision with respect to exploration and
development properties, including whether to proceed with
exploration or development, or that such laws and regulations may
result in Denison incurring significant costs to remediate or
decommission properties that do not comply with applicable
environmental standards at such time.
The
development of mines and related facilities is contingent upon
governmental approvals that are complex and time consuming to
obtain and which involve multiple governmental agencies.
Environmental and regulatory review has become a long, complex and
uncertain process that can cause potentially significant delays. In
addition, future changes in governments, regulations and policies,
such as those affecting Denison’s mining operations and
uranium transport, could materially and adversely affect
Denison’s results of operations and financial condition in a
particular period or its long-term business prospects.
The
ability of the Company to obtain and maintain permits and approvals
and to successfully explore and evaluate properties and/or develop
and operate mines may be adversely affected by real or perceived
impacts associated with its activities that affect the environment
and human health and safety at its projects and in the surrounding
communities. The real or perceived impacts of the activities of
other mining companies, locally or globally, may also adversely
affect our ability to obtain and maintain permits and approvals.
The Company is uncertain as to whether all necessary permits will
be obtained or renewed on acceptable terms or in a timely manner.
Any significant delays in obtaining or renewing such permits or
licences in the future could have a material adverse effect on
Denison.
Denison
expends significant financial and managerial resources to comply
with such laws and regulations. Denison anticipates it will have to
continue to do so as the historic trend toward stricter government
regulation may continue. Because legal requirements are frequently
changing and subject to interpretation, Denison is unable to
predict the ultimate cost of compliance with these requirements or
their effect on operations. While the Company has taken great care
to ensure full compliance with its legal obligations, there can be
no assurance that the Company has been or will be in full
compliance with all of these laws and regulations, or with all
permits and approvals that it is required to have.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Failure
to comply with applicable laws, regulations and permitting
requirements, even inadvertently, may result in enforcement
actions. These actions may result in orders issued by regulatory or
judicial authorities causing operations to cease or be curtailed,
and may include corrective measures requiring capital expenditures,
installation of additional equipment or remedial actions. Companies
engaged in uranium exploration operations may be required to
compensate others who suffer loss or damage by reason of such
activities and may have civil or criminal fines or penalties
imposed for violations of applicable laws or
regulations.
Engagement with Canada’s First Nations and
Métis
First
Nations and Métis rights, entitlements and title claims may
impact Denison’s ability and that of its joint venture
partners to pursue exploration, development and mining at its
Saskatchewan properties. Pursuant to historical treaties, First
Nations in northern Saskatchewan ceded title to most traditional
lands but continue to assert title to the minerals within the
lands. Métis people have not signed treaties; they assert
aboriginal rights throughout Saskatchewan, including aboriginal
title over most if not all of the Company’s project
lands.
Managing
relations with the local First Nations and Métis communities
is a matter of paramount importance to Denison. Engagement with,
and consideration of other rights of, potentially affected
indigenous peoples may require accommodations, including
undertakings regarding funding, contracting, environmental
practices, employment and other matters. This may affect the
timetable and costs of exploration, evaluation and development of
the Company’s projects.
The
Company’s relationships with the communities in which it
operates are critical to ensure the future success of its existing
operations and the construction and development of its projects.
There is an increasing level of public concern relating to the
perceived effect of mining activities on the environment and on
communities impacted by such activities. Adverse publicity relating
to the mining industry generated by non-governmental organizations
and others could have an adverse effect on the Company’s
reputation or financial condition and may impact its relationship
with the communities in which it operates. While the Company is
committed to operating in a socially responsible manner, there is
no guarantee that the Company’s efforts in this regard will
mitigate this potential risk.
The
inability of the Company to maintain positive relationships with
local communities, including local First Nations and Métis,
may result in additional obstacles to permitting, increased legal
challenges, or other disruptions to the Company’s
exploration, development and production plans, and could have a
significant adverse impact on the Company’s share price and
financial condition.
Environmental, Health and Safety Risks
Denison has expended significant financial and
managerial resources to comply with environmental protection laws,
regulations and permitting requirements in each jurisdiction where
it operates, and anticipates that it will be required to continue
to do so in the future as the historical trend toward stricter
environmental regulation may continue. The uranium industry is subject to, not only the
worker health, safety and environmental risks associated with all
mining businesses, including potential liabilities to third parties
for environmental damage, but also to additional risks uniquely
associated with uranium mining and processing. The possibility of
more stringent regulations exists in the areas of worker health and
safety, the disposition of wastes, the decommissioning and
reclamation of mining and processing sites, and other environmental
matters each of which could have a material adverse effect on the
costs or the viability of a particular project.
Denison’s facilities operate under various
operating and environmental permits, licences and
approvals that contain conditions that must be met, and
Denison’s right to pursue its development plans is dependent
upon receipt of, and compliance with, additional permits, licences
and approvals. Failure to obtain such permits, licenses and
approvals and/or meet any conditions set forth therein could have a
material adverse effect on Denison’s financial condition or
results of operations.
Although the Company believes its operations are
in compliance, in all material respects, with all relevant
permits, licences
and regulations involving worker
health and safety as well as the environment, there can be no
assurance regarding continued compliance or ability of the Company
to meet stricter environmental regulation, which may also require
the expenditure of significant additional financial and managerial
resources.
Mining companies are often targets of actions by
non-governmental organizations and environmental groups in the
jurisdictions in which they operate. Such organizations and groups may take actions in
the future to disrupt Denison's operations. They may also apply pressure to local, regional
and national government officials to take actions which are adverse
to Denison's operations. Such
actions could have an adverse effect on Denison's ability to
advance its projects and, as a result, on its financial position
and results.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Global Demand and International Trade Restrictions
The international uranium industry, including the
supply of uranium concentrates, is relatively small compared to
other minerals, and is generally highly competitive and heavily
regulated. Worldwide demand for
uranium is directly tied to the demand for electricity produced by
the nuclear power industry, which is also subject to extensive
government regulation and policies. In addition, the international marketing of
uranium is subject to governmental policies and certain trade
restrictions. For example, the
supply and marketing of uranium from Russia and from certain
republics of the former Soviet Union is, to some extent, impeded by
a number of international trade agreements and
policies.
In
the United States, certain uranium producers filed a petition with
the U.S. DOC to investigate the import of uranium into the U.S.
under Section 232 of the 1962 Trade Expansion Act. The DOC
completed its investigation and, in July 2019, presented its
findings to the President of the United States, whom is empowered
to use tariffs or other means to adjust the imports of goods or
materials from other countries if it deems the quantity or
circumstances surrounding those imports to threaten national
security. The U.S. President ultimately concluded that uranium
imports do not threaten national security and no trade actions were
implemented under Section 232. The U.S. Administration, however,
ordered a further review of the nuclear supply chain in the U.S.
and commissioned the NFWG. The results of the NFWG review, and any
recommendations therefrom, have not yet been made
public.
The uncertainty
surrounding this Section 232 trade action and the subsequent NFWG
review is believed to have impacted the uranium purchasing
activities of nuclear utilities, especially in the U.S., and
consequently negatively impacted the market price of uranium and
the uranium industry as a whole. Depending on the outcome of the
NWFG’s review, there is the potential for this to have
further negative impacts on the uranium market
globally.
Restrictive
trade agreements, governmental policies and/or trade restrictions
are beyond the control of Denison and may affect the supply of
uranium available for use in markets like the United States and
Europe, which are currently the largest markets for uranium in the
world. Similarly, trade restrictions could impact the ability to
supply uranium to developing markets, such as China and India. If
substantial changes are made to the regulations affecting global
marketing and supply of uranium, the Company’s business,
financial condition and results of operations may be materially
adversely affected.
Volatility and Sensitivity to Market Prices
The value of the Company’s mineral
resources, mineral reserves and estimates of the viability of
future production for its projects is heavily influenced by long
and short term market prices of U3O8.
Historically, these prices have seen significant fluctuations, and
have been and will continue to be affected by numerous factors
beyond Denison’s control. Such factors include, among others: demand for
nuclear power, political and economic conditions in uranium
producing and consuming countries, public and political response to
nuclear incidents, reprocessing of used reactor fuel and the
re-enrichment of depleted uranium tails, sales of excess civilian
and military inventories (including from the dismantling of nuclear
weapons) by governments and industry participants, uranium supplies
from other secondary sources, and production levels and costs of
production from primary uranium suppliers. Uranium prices failing
to reach or sustain projected levels can impact operations by
requiring a reassessment of the economic viability of the
Company’s projects, and such reassessment alone may cause
substantial delays and/or interruptions in project development,
which could have a material adverse effect on the results of
operations and financial condition of Denison.
Public Acceptance of Nuclear Energy and Competition from Other
Energy Sources
Growth of the uranium and nuclear
power industry will depend upon continued and increased acceptance
of nuclear technology as a clean means of generating
electricity. Because of unique political,
technological and environmental factors that affect the nuclear
industry, including the risk of a nuclear incident, the industry is
subject to public opinion risks that could have an adverse impact
on the demand for nuclear power and increase the regulation of the
nuclear power industry. Nuclear energy competes with
other sources of energy, including oil, natural gas, coal and
hydro-electricity. These other energy sources
are,
to some
extent,
interchangeable with
nuclear energy, particularly over the longer term.
Technical
advancements in, and government subsidies
for, renewable
and other alternate forms of energy, such as wind and solar power,
could make these forms of energy more commercially viable and put
additional pressure on the demand for uranium concentrates.
Sustained lower
prices of alternate forms of energy may
result in lower demand for uranium concentrates.
Current
estimates project increases in the world’s nuclear power
generating capacities, primarily as a result of a significant
number of nuclear reactors that are under construction, planned, or
proposed in China, India and various other countries around the
world. Market projections for future demand for uranium are based
on various assumptions regarding the rate of construction and
approval of new nuclear power plants, as well as continued public
acceptance of nuclear energy around the world. The rationale for
adopting nuclear energy can be varied, but often includes the clean
and environmentally friendly operation of nuclear power plants, as
well as the affordability and round-the-clock reliability of
nuclear power.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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A
change in public sentiment regarding nuclear energy could have a
material impact on the number of nuclear power plants under
construction, planned or proposed, which could have a material
impact on the market’s and the Company’s expectations
for the future demand for uranium and the future price of
uranium.
Market Price of Shares
Securities of mining companies have experienced
substantial volatility in the past, often based on factors
unrelated to the financial performance or prospects of the
companies involved. These
factors include macroeconomic conditions in North America and
globally, and market perceptions of the attractiveness of
particular industries. The
price of Denison's securities is also likely to be significantly
affected by short-term changes in commodity prices, other mineral
prices, currency exchange fluctuation, or changes in its financial
condition or results of operations as reflected in its periodic
earnings reports and/or news releases. Other factors unrelated to
the performance of Denison that may have an effect on the price of
the securities of Denison include the following: the extent of
analytical coverage available to investors concerning the business
of Denison; lessening in trading volume and general market interest
in Denison's securities; the size of Denison's public float and its
inclusion in market indices may limit the ability of some
institutions to invest in Denison's securities; and a substantial
decline in the price of the securities of Denison that persists for
a significant period of time could cause Denison's securities to be
delisted from an exchange. If an active market for the securities
of Denison does not continue, the liquidity of an investor's
investment may be limited and the price of the securities of the
Company may decline such that investors may lose their entire
investment in the Company. As a
result of any of these factors, the market price of the securities
of Denison at any given point in time may not accurately reflect
the long-term value of Denison. Securities class-action litigation often has been
brought against companies following periods of volatility in the
market price of their securities. Denison may in the future be the target of similar
litigation. Securities litigation could result in substantial costs
and damages and divert management's attention and
resources.
Dilution from Further Issuances
While
active in exploring for new uranium discoveries in the Athabasca
Basin region, Denison’s present focus is on advancing Wheeler
River to a development decision, with the potential to become the
next large scale uranium producer in Canada. Denison will require
additional funds to further such activities.
Denison
may sell additional equity securities (including through the sale
of securities convertible into common shares) and may issue
additional debt or equity securities to finance its exploration,
development and other operations, acquisitions or other projects.
Denison is authorized to issue an unlimited number of common
shares. Denison cannot predict the size of future sales and
issuances of debt or equity securities or the effect, if any, that
future sales and issuances of debt or equity securities will have
on the market price of the common shares. Sales or issuances of a
substantial number of equity securities, or the perception that
such sales could occur, may adversely affect prevailing market
prices for the common shares. With any additional sale or issuance
of equity securities, investors may suffer dilution of their voting
power and it could reduce the value of their
investment.
Reliance on Other Operators
At some of its properties, Denison is not the
operator and therefore is not in control of all of the activities
and operations at the site. As
a result, Denison is and will be, to a certain extent, dependent on
the operators for the nature and timing of activities related to
these properties and may be unable to direct or control such
activities.
As an example, Orano Canada
is the operator and majority owner of the McClean Lake and Midwest joint ventures in
Saskatchewan, Canada. The McClean Lake mill employs unionized
workers who work under collective agreements. Orano Canada,
as the operator, is responsible for most operational and production decisions
and all dealings with unionized
employees. Orano
Canada may not be successful in its
attempts to renegotiate the collective agreements, which may impact
mill and mining operations. Similarly, Orano Canada
is responsible for all licensing and dealings with various
regulatory authorities. Orano
Canada maintains the regulatory licences in order to operate the
McClean Lake mill, all of which are subject to renewal from time to
time and are required in order for the mill to operate in
compliance with applicable laws and regulations. Any lengthy work
stoppages or disruption to the
operation of the mill or mining operations as a result of a
licensing matter or regulatory compliance may have a material
adverse impact on the Company’s future cash flows, earnings,
results of operations and financial condition.
Reliance on Contractors and Experts
In
various aspects of its operations, Denison relies on the services,
expertise and recommendations of its service providers and their
employees and contractors, whom often are engaged at significant
expense to the Company. For example, the decision as to whether a
property contains a commercial mineral deposit and should be
brought into production will depend in large part upon the results
of exploration programs and/or feasibility studies, and the
recommendations of duly qualified third party engineers and/or
geologists.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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In
addition, while Denison emphasizes the importance of conducting
operations in a safe and sustainable manner, it cannot exert
absolute control over the actions of these third parties when
providing services to Denison or otherwise operating on
Denison’s properties. Any material error, omission, act of
negligence or act resulting in environmental pollution, accidents
or spills, industrial and transportation accidents, work stoppages
or other actions could adversely affect the Company’s
operations and financial condition.
Benefits Not Realized From Transactions
Denison has completed a number of transactions
over the last several years, including without limitation the
acquisition of International Enexco Ltd, the acquisition of Fission Energy Corp.,
the acquisition of JNR Resources Inc., the sale of its mining assets and operations located in the
United States to Energy Fuels Inc., the sale of
its mining assets and operations located in Mongolia to Uranium
Industry a.s., the sale of its mining assets and operations located
in Africa to GoviEx, the
optioning of the Moore Lake property to Skyharbour,
the acquisition of an 80% interest in
the Hook-Carter property from ALX, the acquisition of an interest
in the Moon Lake property from CanAlaska, entering into the APG Transaction and the
acquisition of Cameco’s interest in the WRJV.
Despite Denison’s belief that
these transactions, and others which may be completed in the
future, will be in Denison’s best interest and benefit the
Company and Denison’s shareholders, Denison may not realize
the anticipated benefits of such transactions or realize the full
value of the consideration paid or received to complete the
transactions. This could result
in significant accounting impairments or write-downs of the
carrying values of mineral properties or other assets and could
adversely impact the Company and the price of its
Shares.
Inability to Expand and Replace Mineral Reserves and
Resources
Denison’s mineral reserves and resources at
its McClean Lake, Midwest, Wheeler River and Waterbury Lake projects are
Denison’s material
future sources of possible uranium
production. Unless other
mineral reserves or resources are discovered or acquired,
Denison’s sources of future production for uranium
concentrates will decrease over time, as the deposits are being
mined, if its current mineral reserves and resources are
depleted. There can be no
assurance that Denison’s future exploration, development and
acquisition efforts will be successful in replenishing its mineral
reserves and resources. In
addition, while Denison believes that many of its properties
demonstrate development potential,
there can be no assurance that they can or will be successfully
developed and put into
production in future years.
Competition for Properties
Significant competition exists for the limited
supply of mineral lands available for acquisition. Participants in
the mining business include large established companies with long operating
histories. In certain circumstances, the Company may be at a
disadvantage in acquiring new properties as competitors may have
greater financial resources and more technical staff.
Accordingly, there can be no assurance
that the Company will be able to compete successfully to acquire
new properties or that any such acquired assets would yield
resources or reserves or result in commercial mining
operations.
Property Title Risk
The Company has investigated its rights to explore
and exploit all of its material properties and, to the best of its
knowledge, those rights are in good standing. However, no assurance can be given that such
rights will not be revoked, or significantly altered, to its
detriment. There can also be no
assurance that the Company’s rights will not be challenged or
impugned by third parties, including the Canadian federal,
provincial and local
governments, as well as by First
Nations and Métis.
There is also a risk that Denison's title to, or
interest in, its properties may be subject to defects or
challenges. If such defects or
challenges cover a material
portion of Denison's property, they could have a material adverse
effect on Denison's results of operations, financial condition,
reported mineral reserves and resources and/or long
-term business prospects.
Global Financial Conditions
Global financial conditions continue to be subject
to volatility arising from international geopolitical developments
and global economic phenomenon, as well as general financial market
turbulence. Access to public
financing and credit can be negatively impacted by the effect of
these events on Canadian and global credit markets.
The health of the global financing and
credit markets may impact the ability of Denison to obtain equity
or debt financing in the future and the terms at which financing or
credit is available to Denison. These increased levels of volatility and market
turmoil could adversely impact Denison's operations and the trading
price of the Shares.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Ability to Maintain Obligations
under the 2020 Credit Facility
and Other Debt
The
2020 Credit Facility only has a term of one year, and will need to
be renewed on or before January 31, 2021. There is no certainty
what terms of any renewal may be, or any assurance that such
renewal will be made available to Denison.
Denison is required to satisfy certain financial
covenants in order to maintain its good standing under the
2020 Credit Facility. Denison is also subject to a number of restrictive
covenants under the 2020 Credit Facility and the APG Transaction,
such as restrictions on Denison’s ability to incur additional
indebtedness and sell, transfer of otherwise dispose of material
assets. Denison may from time
to time enter into other arrangements to borrow money in order to
fund its operations and expansion plans, and such arrangements may
include covenants that have similar obligations or that restrict
its business in some way. Events may occur in the future, including events
out of Denison's control, which
could cause Denison to fail to
satisfy its obligations under the 2020 Credit Facility, APG Transaction or other
debt instruments. In such
circumstances, the amounts drawn under Denison's debt agreements
may become due and payable before the agreed maturity date, and
Denison may not have the financial resources to repay such amounts
when due. The 2020
Credit Facility and APG Transaction
are secured by DMI's main properties by a pledge of the shares of
DMI. If Denison were to default
on its obligations under the 2020 Credit Facility, APG Transaction or other
secured debt instruments in the future, the lender(s) under such
debt instruments could enforce their security and seize significant
portions of Denison's assets.
Change of Control Restrictions
The APG Transaction and certain other of
Denison’s agreements contain provisions that could adversely
impact Denison in the case of a transaction that would result in a
change of control of Denison or certain of its subsidiaries.
In the event that consent is required
from our counterparty and our counterparty chooses to withhold its
consent to a merger or acquisition, then such party could seek to
terminate certain agreements with Denison, including certain
agreements forming part of the APG Transaction, or require Denison to buy the counterparty’s
rights back from them, which could adversely affect Denison’s
financial resources and prospects. If applicable, these restrictive
contractual provisions could delay or discourage a change in
control of our company that could otherwise be beneficial to
Denison or its shareholders.
Decommissioning and Reclamation
As owner of the Elliot Lake decommissioned sites
and part owner of the McClean Lake mill, McClean Lake mines, the
Midwest uranium project and certain exploration properties, and for
so long as the Company remains an owner thereof, the Company is
obligated to eventually reclaim or participate in the reclamation
of such properties. Most, but
not all, of the Company’s reclamation obligations are
secured, and cash and other assets of the Company have been
reserved to secure this obligation. Although the Company’s financial statements
record a liability for the asset retirement obligation, and the
security requirements are periodically reviewed by applicable
regulatory authorities, there can be no assurance or guarantee that
the ultimate cost of such reclamation obligations will not exceed
the estimated liability contained on the Company’s financial
statements.
As
Denison’s properties approach or go into decommissioning,
regulatory review of the Company’s decommissioning plans may
result in additional decommissioning requirements, associated costs
and the requirement to provide additional financial assurances. It
is not possible to predict what level of decommissioning and
reclamation (and financial assurances relating thereto) may be
required from Denison in the future by regulatory
authorities.
Technical Innovation and Obsolescence
Requirements for Denison’s products and
services may be affected by technological changes in nuclear
reactors, enrichment and used uranium fuel reprocessing.
These technological changes could
reduce the demand for uranium or reduce the value of
Denison’s environmental services to potential
customers. In addition,
Denison’s competitors may adopt technological advancements
that give them an advantage over Denison.
Mining and Insurance
Denison’s business is capital intensive and
subject to a number of risks and hazards, including environmental
pollution, accidents or spills, industrial and transportation
accidents, labour disputes, changes in the regulatory environment,
natural phenomena (such as inclement weather conditions,
earthquakes, pit wall failures and cave-ins) and encountering
unusual or unexpected geological conditions.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Many of the foregoing risks and hazards could
result in damage to, or destruction of, Denison’s mineral
properties or processing facilities in which it has an interest; personal injury or death; environmental damage;
delays in or interruption of or cessation of exploration,
development, production or processing activities; or costs, monetary losses and
potential legal liability and adverse governmental action.
In addition, due to the radioactive
nature of the materials handled in uranium exploration, mining and processing, as applicable, additional costs and risks are incurred by
Denison and its joint venture
partners on a regular and
ongoing basis.
Although Denison maintains insurance to cover some
of these risks and hazards in amounts it believes to be reasonable,
such insurance may not provide adequate coverage in the event of
certain circumstances. No assurance can be given that such
insurance will continue to be available, that it will be available
at economically feasible premiums, or that it
will provide sufficient coverage for losses related to these or
other risks and hazards.
Denison
may be subject to liability or sustain loss for certain risks and
hazards against which it cannot insure or which it may reasonably
elect not to insure because of the cost. This lack of insurance
coverage could result in material economic harm to
Denison.
Anti-Bribery and Anti-Corruption Laws
The Company is subject to anti-bribery and
anti-corruption laws, including the Corruption of Foreign Public
Officials Act (Canada). Failure
to comply with these laws could subject the Company to, among other
things, reputational damage, civil or criminal penalties, other
remedial measures and legal expenses which could adversely affect
the Company’s business, results from operations, and
financial condition. It may not
be possible for the Company to ensure compliance with anti-bribery
and anti-corruption laws in every jurisdiction in which its
employees, agents, sub-contractors or joint venture partners are
located or may be located in the future.
Climate Change
Due
to changes in local and global climatic conditions, many analysts
and scientists predict an increase in the frequency of extreme
weather events such as floods, droughts, forest and brush fires and
extreme storms. Such events could materially disrupt the
Company’s operations, particularly if they affect the
Company’s sites, impact local infrastructure or threaten the
health and safety of the Company’s employees and contractors.
In addition, reported warming trends could result in later
freeze-ups and warmer lake temperatures, affecting the
Company’s winter exploration programs at certain of its
material projects. Any such event could result in material economic
harm to Denison.
The
Company is focused on operating in a manner designed to minimize
the environmental impacts of its activities; however, environmental
impacts from mineral exploration and mining activities are
inevitable. Increased environmental regulation and/or the use of
fiscal policy by regulators in response to concerns over climate
change and other environmental impacts, such as additional taxes
levied on activities deemed harmful to the environment, could have
a material adverse effect on Denison’s financial condition or
results of operations.
Information Systems and Cyber Security
The Company's operations depend upon the
availability, capacity, reliability and security of its information
technology (IT) infrastructure, and its ability to expand and
update this infrastructure as required, to conduct daily
operations. Denison relies on
various IT systems in all areas of its operations, including
financial reporting, contract management, exploration and
development data analysis, human resource management, regulatory
compliance and communications with employees and third
parties.
These
IT systems could be subject to network disruptions caused by a
variety of sources, including computer viruses, security breaches
and cyber-attacks, as well as network and/or hardware disruptions
resulting from incidents such as unexpected interruptions or
failures, natural disasters, fire, power loss, vandalism and theft.
The Company's operations also depend on the timely maintenance,
upgrade and replacement of networks, equipment, IT systems and
software, as well as pre-emptive expenses to mitigate the risks of
failures.
The ability of the IT function to support the
Company’s business in the event of any such
occurrence and the ability to recover key systems from
unexpected interruptions cannot be fully tested. There is a risk
that, if such an event actually occurs, the Company’s
continuity plan may not be adequate to immediately address all
repercussions of the disaster. In the event of a disaster affecting
a data centre or key office location, key systems may be
unavailable for a number of days, leading to inability to perform
some business processes in a timely manner. As a result, the failure of Denison’s IT
systems or a component thereof could, depending on the nature of
any such failure, adversely impact the Company's reputation and
results of operations.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Although to date the Company has not experienced
any material losses relating to cyber-attacks or other information
security breaches, there can be no assurance that the Company will
not incur such losses in the future. Unauthorized access to
Denison’s IT systems by employees or third parties could lead
to corruption or exposure of confidential, fiduciary or proprietary
information, interruption to communications or operations or
disruption to the Company’s business activities or its
competitive position. Further, disruption of critical IT services,
or breaches of information security, could have a negative effect
on the Company’s operational performance and its
reputation. The Company's risk
and exposure to these matters cannot be fully mitigated because of,
among other things, the evolving nature of these threats. As a
result, cyber security and the continued development and
enhancement of controls, processes and practices designed to
protect systems, computers, software, data and networks from
attack, damage or unauthorized access remain a
priority.
The Company applies technical and process controls
in line with industry-accepted standards to protect information,
assets and systems; however these controls may not adequately
prevent cyber-security breaches. There is no assurance that the
Company will not suffer losses associated with cyber-security
breaches in the future, and may be required to expend significant
additional resources to investigate, mitigate and remediate any
potential vulnerabilities. As
cyber threats continue to evolve, the Company may be required to
expend additional resources to continue to modify or enhance
protective measures or to investigate and remediate any security
vulnerabilities.
Dependence on Key Personnel and Qualified and Experienced
Employees
Denison’s success depends on the efforts and
abilities of certain senior officers and key employees.
Certain of Denison’s employees
have significant experience in the uranium industry, and the number
of individuals with significant experience in this industry is
small. While Denison does not foresee any reason why such officers
and key employees will not remain with Denison, if for any reason
they do not, Denison could be adversely affected. Denison has not
purchased key man life insurance for any of these
individuals. Denison’s
success also depends on the availability of qualified and
experienced employees to work in Denison’s operations and
Denison’s ability to attract and retain such
employees.
Conflicts of Interest
Some of the directors and officers of Denison are
also directors of other companies that are similarly engaged in the
business of acquiring, exploring and developing natural resource
properties. Such associations may give rise to conflicts of
interest from time to time. In
particular, one of the consequences would be that corporate
opportunities presented to a director or officer of Denison may be
offered to another company or companies with which the
director or officer is associated, and may not be presented or
made available to Denison. The
directors and officers
of Denison are required by law to act
honestly and in good faith with a view to the best interests of
Denison, to disclose any interest which they may have in any
project or opportunity of Denison, and, where applicable for directors,
to abstain from voting on such
matter. Conflicts of interest
that arise will be subject to and governed by the procedures
prescribed in the Company’s Code of Ethics and by the
Ontario Business Corporations Act
(‘OBCA’).
Disclosure and Internal Controls
Internal controls over financial reporting are
procedures designed to provide reasonable assurance that
transactions are properly authorized, assets are safeguarded
against unauthorized or improper use, and transactions are properly
recorded and reported. Disclosure controls and procedures are designed to
ensure that information required to be disclosed by a company in
reports filed with securities regulatory agencies is recorded,
processed, summarized and reported on a timely basis and is
accumulated and communicated to the company’s management,
including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required
disclosure. A control system,
no matter how well designed and operated, can provide only
reasonable, not absolute, assurance with respect to the reliability
of reporting, including financial reporting and financial statement
preparation.
Potential Influence of KEPCO and KHNP
Effective December 2016, KEPCO indirectly
transferred the majority of its interest in Denison to KHNP Canada.
Denison and KHNP Canada subsequently entered into the KHNP SRA (on
substantially similar terms as the original strategic relationship agreement
between Denison and KEPCO), pursuant
to which KHNP Canada is
contractually entitled to Board representation. Provided KHNP
Canada holds over 5% of
the Shares, it is entitled to nominate one director for
election to the Board at any Shareholder
meeting.
KHNP Canada’s shareholding level gives it a large vote
on decisions to be made by shareholders of Denison, and its right
to nominate a director may give KHNP Canada influence on decisions made by Denison's
Board. Although
KHNP Canada’s
director nominee will be subject to duties under the OBCA to act in
the best interests of Denison as a whole, such director nominee is
likely to be an employee of KHNP and he or she may give special attention
to KHNP’s
or KEPCO’s interests as indirect Shareholders. The interests of KHNP and KEPCO, as
indirect Shareholders,
may not always be consistent with the
interests of other
Shareholders.
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MANAGEMENT’S DISCUSSION & ANALYSIS
|
The KHNP
SRA also includes
provisions granting KHNP
Canada a right of first offer
for certain asset sales and the right to be approached to
participate in certain potential acquisitions. The right of first offer and participation right
of KHNP Canada
may negatively affect Denison's
ability or willingness to entertain certain business opportunities,
or the attractiveness of Denison as a potential party for certain
business transactions. KEPCO’s
large indirect
shareholding block may also make
Denison less attractive to third parties considering an acquisition
of Denison if those third parties are not able to negotiate terms
with KEPCO or KHNP
Canada to support such an
acquisition.
QUALIFIED PERSON
The disclosure of
scientific and technical information regarding Denison’s
material properties in this MD&A was prepared by, or reviewed
and approved by, Dale Verran, MSc, Pr.Sci.Nat., the Company’s
Vice President Exploration, or David Bronkhorst, PEng., the
Company’s Vice President Operations, each a Qualified Person
in accordance with the requirements of NI 43-101. For a description
of the quality assurance program and quality control measures
applied by Denison, please see Denison’s Annual Information
Form dated March 12, 2019 available under Denison's profile on
SEDAR at www.sedar.com, and its Form 40-F available on EDGAR at
www.sec.gov/edgar.shtml.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
Certain
information contained in this MD&A constitutes
‘forward-looking information’, within the meaning of
the applicable United States and Canadian legislation concerning
the business, operations and financial performance and condition of
Denison.
Generally, these
forward-looking statements can be identified by the use of
forward-looking terminology such as ‘plans’,
‘expects’, ‘budget’,
‘scheduled’, ‘estimates’,
‘forecasts’, ‘intends’,
‘anticipates’, or ‘believes’, or the
negatives and/or variations of such words and phrases, or state
that certain actions, events or results ‘may’,
‘could’, ‘would’, ‘might’ or
‘will be taken’, ‘occur’, ‘be
achieved’ or ‘has the potential to’.
In particular,
this MD&A contains forward-looking information pertaining to
the following: the expectations described in the 2020 Outlook,
including operating budget and capital expenditure programs,
estimated exploration and development expenditures and reclamation
costs and Denison's share of same; exploration, development and
expansion plans and objectives, including the results of the PFS,
and statements regarding anticipated evaluation plans, budgets and
expenditures; statements regarding the completion of a future FS;
expectations regarding Denison’s joint venture ownership
interests and the continuity of its agreements with its partners;
the benefits to be derived from corporate transactions;
expectations regarding adding to its mineral reserves and resources
through acquisitions or exploration; expectations regarding the
toll milling of Cigar Lake ores; expectations regarding revenues
and expenditures from operations at the Closed Mines group; and
expectations regarding revenues from the UPC management contract.
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. Denison believes that
the expectations reflected in this forward-looking information are
reasonable but no assurance can be given that these expectations
will prove to be accurate and results may differ materially from
those anticipated in this forward-looking information. For a
discussion in respect of risks and other factors that could
influence forward-looking events, please refer to the factors
discussed under the heading ‘Risk Factors’, above.
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 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. These definitions differ from the
definitions in Industry Guide 7 (“Industry Guide 7”) under the
United States Securities Act of 1933, as amended.
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The U.S.
Securities and Exchange Commission (the “SEC”) has 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. These amendments became effective
February 25, 2019 (the “SEC
Modernization Rules”) with compliance required for the
first fiscal year beginning on or after January 1, 2021. The SEC
Modernization Rules replace Industry Guide 7, which will be
rescinded from and after the required compliance date of the SEC
Modernization Rules. As a result of the adoption of the SEC
Modernization Rules, the SEC now recognizes estimates of
“measured mineral resources”, “indicated mineral
resources” and “inferred mineral resources”. In
addition, the SEC has amended its definitions of “proven
mineral reserves” and “probable mineral reserves”
to be “substantially similar” to the corresponding
definitions under the CIM Standards, as required under NI 43-101.
However, United States investors are cautioned that there are
differences in the definitions under the SEC Modernization Rules
and the CIM Standards. Accordingly, there is no assurance any
mineral reserves or mineral resources that the Company may report
as “proven mineral reserves”, “probable mineral
reserves”, “measured mineral resources”,
“indicated mineral resources” and “inferred
mineral resources” under NI 43-101 would be the same had the
Company prepared the reserve or resource estimates under the
standards adopted under the SEC Modernization Rules.
In addition,
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 or that all or any part of an
inferred mineral resource exists, or is economically or legally
mineable.
ANNUAL CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED DECEMBER 31,
2019
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Responsibility for Financial
Statements
The
Company’s management is responsible for the integrity and
fairness of presentation of these consolidated financial
statements. The consolidated financial statements have been
prepared by management, in accordance with International Financial
Reporting Standards as issued by the International Accounting
Standards Board, for review by the Audit Committee and approval by
the Board of Directors.
The preparation
of financial statements requires the selection of appropriate
accounting policies in accordance with International Financial
Reporting Standards and the use of estimates and judgements by
management to present fairly and consistently the consolidated
financial position of the Company. Estimates are necessary when
transactions affecting the current period cannot be finalized with
certainty until future information becomes available. In making
certain material estimates, the Company’s management has
relied on the judgement of independent specialists.
The
Company’s management has developed and maintains a system of
internal accounting controls to ensure, on a reasonable and
cost-effective basis, that the financial information is timely
reported and is accurate and reliable in all material respects and
that the Company’s assets are appropriately accounted for and
adequately safeguarded.
The consolidated
financial statements have been audited by PricewaterhouseCoopers
LLP, our independent auditor. Its report outlines the scope of its
examination and expresses its opinions on the consolidated
financial statements and internal control over financial
reporting.
Original signed
by “David
D.Cates”
|
|
Original signed
by “Gabriel (Mac)
McDonald”
|
David D.
Cates
|
|
Gabriel (Mac)
McDonald
|
President and
Chief Executive Officer
|
|
Vice-President
Finance and Chief Financial Officer
|
March 5,
2020
Management’s Report on Internal
Control over Financial Reporting
The
Company’s management is responsible for establishing and
maintaining an adequate system of internal control over financial
reporting. Management conducted an evaluation of the effectiveness
of internal control over financial reporting based on the
Internal Control –
Integrated Framework, 2013 issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, management concluded that the Company’s internal
control over financial reporting was effective as of December 31,
2019.
The effectiveness
of the Company’s internal control over financial reporting as
at December 31, 2019 has been audited by PricewaterhouseCoopers
LLP, our independent auditor, as stated in its report which appears
herein.
Changes to Internal Control over
Financial Reporting
There has not
been any change in the Company’s internal control over
financial reporting that occurred during 2019 that has materially
affected, or is reasonably likely to materially affect, the
Company’s internal control over financial
reporting.
Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Shareholders of Denison Mines
Corp.
Opinions on the financial
statements and internal control over financial
reporting
We have audited
the accompanying consolidated statements of financial position of
Denison Mines Corp. and its subsidiaries (together, the Company) as
of December 31, 2019 and 2018, and the related consolidated
statements of income (loss) and comprehensive income (loss),
changes in equity and cash flow for the years then ended, including
the related notes (collectively referred to as the consolidated
financial statements). We also have audited the Company's internal
control over financial reporting as of December 31, 2019, based on
criteria established in Internal
Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
In our opinion,
the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the
Company as of December 31, 2019 and 2018, and its financial
performance and its cash flows for the years then ended in
conformity with International Financial Reporting Standards as
issued by the International Accounting Standards Board. Also in our
opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December
31, 2019, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the COSO.
Substantial doubt about the Company's ability
to continue as a going concern
The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in note 2 to the consolidated financial statements, the
Company has suffered recurring losses from operations and negative
cash outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.
Management’s plans in regard to these matters are also
described in note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Basis for
opinions
The Company's
management is responsible for these consolidated financial
statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Management's Report on Internal Control over Financial
Reporting. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the
Company's internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our
audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error
or fraud, and whether effective internal control over financial
reporting was maintained in all material respects.
PricewaterhouseCoopers
LLP
PwC Tower, 18
York Street, Suite 2600, Toronto, Ontario, Canada M5J
0B2
T: +1 416
863 1133, F: +1 416 365 8215,
www.pwc.com/ca
“PwC” refers to
PricewaterhouseCoopers LLP, an Ontario limited liability
partnership.
Our audits of the
consolidated financial statements included performing procedures to
assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included
obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide
a reasonable basis for our opinions.
Definition and limitations of
internal control over financial reporting
A company’s
internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial
reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the
financial statements.
Because of its
inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
(Signed) “PricewaterhouseCoopers LLP”
Chartered
Professional Accountants, Licensed Public Accountants
Toronto, Ontario,
Canada
March 5,
2020
We have served as
the Company's auditor since at least 1996. We have not been able to
determine the specific year we began serving as auditor of the
Company.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in
thousands of Canadian dollars (“CAD”) except for share
amounts)
|
|
|
|
|
At December
31
2019
|
|
At December
31
2018
|
ASSETS
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Cash and cash
equivalents (note 6)
|
|
|
$
|
8,190
|
$
|
23,207
|
Trade and other
receivables (note 7)
|
|
|
|
4,023
|
|
4,072
|
Inventories (note
8)
|
|
|
|
3,352
|
|
3,584
|
Prepaid expenses
and other
|
|
|
|
978
|
|
843
|
|
|
|
|
16,543
|
|
31,706
|
Non-Current
|
|
|
|
|
|
|
Inventories-ore
in stockpiles (note 8)
|
|
|
|
2,098
|
|
2,098
|
Investments (note
9)
|
|
|
|
12,104
|
|
2,255
|
Investment in
associate (note 10)
|
|
|
|
-
|
|
5,582
|
Restricted cash
and investments (note 11)
|
|
|
11,994
|
|
12,255
|
Property, plant
and equipment (note 12)
|
|
|
|
257,259
|
|
258,291
|
Total
assets
|
|
|
$
|
299,998
|
$
|
312,187
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
|
|
$
|
7,930
|
$
|
5,554
|
Current portion
of long-term liabilities:
|
|
|
|
|
|
|
Deferred revenue
(note 13)
|
|
|
|
4,580
|
|
4,567
|
Post-employment
benefits (note 14)
|
|
|
|
150
|
|
150
|
Reclamation
obligations (note 15)
|
|
|
|
914
|
|
877
|
Other liabilities
(note 16)
|
|
|
|
1,372
|
|
1,337
|
|
|
|
|
14,946
|
|
12,485
|
Non-Current
|
|
|
|
|
|
|
Deferred revenue
(note 13)
|
|
|
|
31,741
|
|
33,160
|
Post-employment
benefits (note 14)
|
|
|
|
2,108
|
|
2,145
|
Reclamation
obligations (note 15)
|
|
|
|
31,598
|
|
29,187
|
Other liabilities
(note 16)
|
|
|
|
532
|
|
-
|
Deferred income
tax liability (note 17)
|
|
|
|
8,924
|
|
12,963
|
Total
liabilities
|
|
|
|
89,849
|
|
89,940
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
Share capital
(note 18)
|
|
|
|
1,335,467
|
|
1,331,214
|
Share purchase
warrants (note 19)
|
|
|
|
435
|
|
435
|
Contributed
surplus
|
|
|
|
65,417
|
|
63,634
|
Deficit
|
|
|
|
(1,192,304)
|
|
(1,174,163)
|
Accumulated other
comprehensive income (note 21)
|
|
|
|
1,134
|
|
1,127
|
Total
equity
|
|
|
|
210,149
|
|
222,247
|
Total
liabilities and equity
|
|
|
$
|
299,998
|
$
|
312,187
|
|
|
|
|
|
|
|
Issued and
outstanding common shares (note 18)
|
|
|
597,192,153
|
|
589,175,086
|
Going concern
basis of accounting (note 2)
|
|
|
|
|
|
|
Commitments
and contingencies (note 26)
|
|
|
|
|
|
|
Subsequent
events (note 28)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the consolidated financial
statements
|
On behalf of the Board of
Directors:
"Signed"
Catherine
J.G. Stefan
|
"Signed"
Brian D.
Edgar
|
Director
|
Director
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Consolidated Statements of Income
(Loss) and
Comprehensive Income (Loss)
|
|
|
|
|
Year
Ended December 31
|
(Expressed in
thousands of CAD dollars except for share and per share
amounts)
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES (note 23)
|
|
|
|
|
$
|
15,549
|
$
|
15,550
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
Operating
expenses (note 22, 23)
|
|
|
|
|
|
(14,436)
|
|
(15,579)
|
Exploration and
evaluation (note 23)
|
|
|
|
|
|
(15,238)
|
|
(15,457)
|
General and
administrative (note 23)
|
|
|
|
|
|
(7,811)
|
|
(7,189)
|
Impairment
expense (note 12)
|
|
|
|
|
-
|
|
(6,086)
|
Other income
(expense) (note 22)
|
|
|
|
|
|
2,970
|
|
(6,234)
|
|
|
|
|
|
|
(34,515)
|
|
(50,545)
|
Loss
before finance charges, equity accounting
|
|
|
|
|
|
(18,966)
|
|
(34,995)
|
|
|
|
|
|
|
|
|
|
Finance expense,
net (note 22)
|
|
|
|
|
|
(4,125)
|
|
(3,653)
|
Equity share of
income (loss) of associate (note 10)
|
|
|
|
|
|
(426)
|
|
277
|
Loss before
taxes
|
|
|
|
|
|
(23,517)
|
|
(38,371)
|
Income tax
recovery (note 17):
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
5,376
|
|
8,294
|
Net loss for the
period
|
|
|
|
|
$
|
(18,141)
|
$
|
(30,077)
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss) (note 21):
|
|
|
|
|
|
|
Items that may be
reclassified to loss:
|
|
|
|
|
|
|
Foreign currency
translation change
|
|
|
|
|
|
7
|
|
(13)
|
Comprehensive
loss for the period
|
|
|
|
|
$
|
(18,134)
|
$
|
(30,090)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
net loss per share
|
|
|
|
|
$
|
(0.03)
|
$
|
(0.05)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
number of shares outstanding (in thousands):
|
|
|
|
|
|
|
Basic and
diluted
|
|
|
|
|
|
590,343
|
|
564,976
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the consolidated financial
statements
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Consolidated Statements of Changes in Equity
|
|
|
|
|
Year
Ended December 31
|
(Expressed in
thousands of CAD dollars)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Share capital (note 18)
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
$
|
1,331,214
|
$
|
1,310,473
|
Shares issued for
cash, net of issue costs
|
|
|
|
|
|
4,292
|
|
4,549
|
Flow-through
share premium
|
|
|
|
|
|
(902)
|
|
(1,337)
|
Shares issued on
acquisition of additional mineral property interests (note
12)
|
|
19
|
|
17,529
|
Share options
exercised-cash
|
|
|
|
|
|
405
|
|
-
|
Share options
exercised-fair value adjustment
|
|
|
|
|
|
140
|
|
-
|
Share units
exercised-fair value adjustment
|
|
|
|
|
|
299
|
|
-
|
Balance-end of
period
|
|
|
|
|
|
1,335,467
|
|
1,331,214
|
|
|
|
|
|
|
|
|
|
Share purchase warrants (note 19)
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
435
|
|
435
|
Balance-end of
period
|
|
|
|
|
|
435
|
|
435
|
|
|
|
|
|
|
|
|
|
Contributed surplus
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
63,634
|
|
61,799
|
Share-based
compensation expense (note 20)
|
|
|
|
|
|
2,222
|
|
1,835
|
Share options
exercised-fair value adjustment
|
|
|
|
|
|
(140)
|
|
-
|
Share units
exercised-fair value adjustment
|
|
|
|
|
|
(299)
|
|
-
|
Balance-end of
period
|
|
|
|
|
|
65,417
|
|
63,634
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
(1,174,163)
|
|
(1,144,086)
|
Net
loss
|
|
|
|
|
|
(18,141)
|
|
(30,077)
|
Balance-end of
period
|
|
|
|
|
|
(1,192,304)
|
|
(1,174,163)
|
|
|
|
|
|
|
|
|
|
Accumulated
other comprehensive income (note 21)
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
|
1,127
|
|
1,140
|
Foreign currency
translation
|
|
|
|
|
|
7
|
|
(13)
|
Balance-end of
period
|
|
|
|
|
|
1,134
|
|
1,127
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
|
|
|
|
|
|
|
Balance-beginning
of period
|
|
|
|
|
$
|
222,247
|
$
|
229,761
|
Balance-end of
period
|
|
|
|
|
$
|
210,149
|
$
|
222,247
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the consolidated financial
statements
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Consolidated Statements of Cash Flow
|
|
|
|
|
Year
Ended December 31
|
(Expressed in
thousands of CAD dollars)
|
|
|
|
2019
|
|
2018
|
CASH PROVIDED BY (USED IN):
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net loss for the
period
|
|
|
$
|
(18,141)
|
$
|
(30,077)
|
Items not
affecting cash and cash equivalents:
|
|
|
|
|
|
|
Depletion,
depreciation, amortization and accretion
|
|
|
|
8,711
|
|
8,585
|
Impairment
expense (note 12)
|
|
|
|
-
|
|
6,086
|
Share-based
compensation (note 20)
|
|
|
|
2,222
|
|
1,835
|
Recognition of
deferred revenue (note 13)
|
|
|
|
(4,609)
|
|
(4,239)
|
Losses on
reclamation obligation revisions (note 15)
|
|
|
|
845
|
|
369
|
Gains on debt
obligation revisions (note 16)
|
|
|
|
(26)
|
|
-
|
Losses on
property, plant and equipment disposals (note 22)
|
|
|
37
|
|
135
|
Losses on
investments (note 22)
|
|
|
|
1,085
|
|
5,411
|
Equity loss of
associate (note 10)
|
|
|
|
678
|
|
472
|
Dilution gain of
associate (note 10)
|
|
|
|
(252)
|
|
(749)
|
Gain on
deconsolidation of associate
|
|
|
|
(5,267)
|
|
-
|
Non-cash
inventory adjustments and other
|
|
|
|
-
|
|
56
|
Deferred income
tax recovery (note 17)
|
|
|
|
(5,376)
|
|
(8,294)
|
Foreign exchange
losses (gains) (note 22)
|
|
|
|
(2)
|
|
1
|
Post-employment
benefits (note 14)
|
|
|
|
(107)
|
|
(142)
|
Reclamation
obligations (note 15)
|
|
|
|
(855)
|
|
(755)
|
Change in
non-cash working capital items (note 22)
|
|
|
|
2,256
|
|
355
|
Net
cash used in operating activities
|
|
|
|
(18,801)
|
|
(20,951)
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
Decrease
(increase) in loans receivable (note 7, 25)
|
|
|
|
250
|
|
(250)
|
Sale of
investments (note 9)
|
|
|
|
-
|
|
37,500
|
Purchase of
investments (note 9)
|
|
|
|
(511)
|
|
-
|
Expenditures on
property, plant and equipment (note 12)
|
|
|
|
(929)
|
|
(1,567)
|
Proceeds on sale
of property, plant and equipment
|
|
|
8
|
|
361
|
Decrease
(increase) in restricted cash and investments
|
|
261
|
|
(71)
|
Net
cash provided by (used in) investing activities
|
|
|
|
(921)
|
|
35,973
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
Issuance of debt
obligations (note 16)
|
|
|
|
670
|
|
-
|
Repayment
of debt obligations (note 16)
|
|
|
|
(662)
|
|
-
|
Issuance
of common shares for:
|
|
|
|
|
|
|
New share
issues-net of issue costs (note 18)
|
|
|
|
4,292
|
|
4,549
|
Share options
exercise proceeds (note 18)
|
|
|
|
405
|
|
-
|
Net
cash provided by financing activities
|
|
|
|
4,705
|
|
4,549
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
|
|
|
(15,017)
|
|
19,571
|
Cash
and cash equivalents, beginning of period
|
|
|
|
23,207
|
|
3,636
|
Cash
and cash equivalents, end of period
|
|
|
$
|
8,190
|
$
|
23,207
|
Supplemental
cash flow disclosure (note 22)
|
|
The accompanying
notes are an integral part of the consolidated financial
statements
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Notes to the consolidated financial statements for the years ended
December 31, 2019 and 2018
|
(Expressed in CAD
dollars except for shares and per share amounts)
|
|
Denison Mines
Corp. (“DMC”) and its subsidiary companies and joint
operations (collectively, “Denison” or the
“Company”) are engaged in uranium mining related
activities, which can include acquisition, exploration and
development of uranium properties, as well as the extraction,
processing and selling of uranium.
The Company has a
90.0% interest in the Wheeler River Joint Venture
(“WRJV”), a 66.57% 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 provides toll
milling services to the Cigar Lake Joint Venture
(“CLJV”) under the terms of a toll milling agreement
between the parties (see note 13). In addition, the Company has
varying ownership interests in a number of other development and
exploration projects located in Canada.
The Company
provides mine decommissioning and other services (collectively
“environmental services”) to third parties through its
Denison Closed Mines Group (formerly Denison Environmental
Services) and is also the manager of Uranium Participation
Corporation (“UPC”), a publicly-listed company formed
to invest substantially all of its assets in uranium oxide
concentrates (“U3O8“) and
uranium hexafluoride (“UF6”). The
Company has no ownership interest in UPC but receives fees for
management services and commissions from the purchase and sale of
U3O8 and
UF6 by
UPC.
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.
References to
“2019” and “2018” refer to the year ended
December 31, 2019 and the year ended December 31, 2018
respectively.
2.
GOING
CONCERN BASIS OF ACCOUNTING
These
consolidated financial statements have been prepared using
International Financial Reporting Standards (“IFRS”),
as issued by the International Accounting Standards Board
(“IASB”), on a going concern basis. These financial
statements do not reflect the adjustments to the carrying values of
assets and liabilities and the reported expenses and balance sheet
classifications that would be necessary if the Company ceases to
exist as a going concern in the normal course of operations. Such
adjustments could be material.
At December 31,
2019, the Company does not have sufficient liquidity on hand to
fund its operations for the next twelve months and will require
further financing to meet its financial obligations, execute its
plans and maintain rights under existing agreements.
During 2019 and
early 2020, the Company was successful in raising funds through a
private placement and renegotiating the terms of the
Company’s credit facility as noted in note 28. However,
further additional sources of financing will be required in 2020 to
fund the Company’s planned operations, which includes the
strategic advancement of the Wheeler River uranium project. The
Company believes it will be able to raise additional financing
either through equity or debt financing, sale of equity investments
or other assets, or by selling a stream and/or royalty on the
Wheeler River project.
The Company is
actively pursuing access to different sources of funding and while
it has been successful in the past in obtaining financing for its
activities, there is no assurance that it will be able to obtain
adequate financing in the future. These events and conditions
indicate the existence of material uncertainties that may cast
substantial doubt as to the Company’s ability to continue as
a going concern.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
3.
STATEMENT
OF COMPLIANCE, ACCOUNTING POLICIES, ACCOUNTING CHANGES AND
COMPARATIVE NUMBERS
Statement
of Compliance
These
consolidated financial statements have been prepared in accordance
with IFRS as issued by the IASB.
These financial
statements were approved by the board of directors for issue on
March 5, 2020.
Significant
accounting policies
These
consolidated financial statements are presented in Canadian dollars
(“CAD”) and all financial information is presented in
CAD, unless otherwise noted.
The preparation
of the consolidated financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amount of assets, liabilities, revenue and expenses. Actual results
may vary from these estimates.
Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the
estimates are revised and in any future periods affected. The areas
involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 4.
The significant
accounting policies used in the preparation of these consolidated
financial statements are described below:
A.
Consolidation
principles
The financial
statements of the Company include the accounts of DMC, its
subsidiaries, its joint operations and its investments in
associates.
Subsidiaries
Subsidiaries are
all entities (including structured entities) over which the DMC
group of entities has control. The group controls an entity where
the group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the group and are deconsolidated from the date
that control ceases. Intercompany transactions, balances and
unrealized gains and losses from intercompany transactions are
eliminated.
Joint
Operations
Joint operations
are contractual arrangements which involve joint control between
the parties. In the mining industry, these arrangements govern the
formation, ownership and ongoing operation and management of
various mineral property interests contributed to the joint
operation. A joint operation may or may not be structured through a
separate financial vehicle. The consolidated financial statements
of the Company include its share of the assets in such joint
operations, together with its share of the liabilities, revenues
and expenses arising jointly or otherwise from those operations.
All such amounts are measured in accordance with the terms of each
arrangement.
Investments
in associates
An associate is
an entity over which the Company has significant influence and is
neither a subsidiary, nor an interest in a joint operation.
Significant influence is the ability to participate in the
financial and operating policy decisions of the entity without
having control or joint control over those policies.
Associates are
accounted for using the equity method. Under this method, the
investment in associates is initially recorded at cost and adjusted
thereafter to record the Company’s share of post-acquisition
earnings or loss of the associate as if the associate had been
consolidated. The carrying value of the investment is also
increased or decreased to reflect the Company’s share of
capital transactions, including amounts recognized in other
comprehensive income, and for accounting changes that relate to
periods subsequent to the date of acquisition. Dilution gains or
losses arising from changes in the interest in investments in
associates are recognized in the statement of income or
loss.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
The Company
assesses at each period-end whether there is any objective evidence
that an investment in an associate is impaired. If impaired, the
carrying value of the Company's share of the underlying assets of
the associate is written down to its estimated recoverable amount,
being the higher of fair value less costs of disposal or value in
use, and charged to the statement of income or loss.
B.
Foreign
currency translation
Functional
and presentation currency
Items included in
the financial statements of each entity in the DMC group are
measured using the currency of the primary economic environment in
which the entity operates (“the functional currency”).
Primary and secondary indicators are used to determine the
functional currency. Primary indicators include the currency that
mainly influences sales prices, labour, material and other costs.
Secondary indicators include the currency in which funds from
financing activities are generated and in which receipts from
operating activities are usually retained. Typically, the local
currency has been determined to be the functional currency of
Denison’s entities.
The financial
statements of entities that have a functional currency different
from the presentation currency of DMC (“foreign
operations”) are translated into Canadian dollars as follows:
assets and liabilities-at the closing rate at the date of the
statement of financial position, and income and expenses-at the
average rate of the period (as this is considered a reasonable
approximation to actual rates). All resulting changes are
recognized in other comprehensive income or loss as cumulative
foreign currency translation adjustments.
When the Company
disposes of its entire interest in a foreign operation, or loses
control, joint control, or significant influence over a foreign
operation, the foreign currency gains or losses accumulated in
other comprehensive income or loss related to the foreign operation
are recognized in the statement of income or loss as translational
foreign exchange gains or losses.
Transactions
and balances
Foreign currency
transactions are translated into an entity’s functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of foreign currency transactions and from the
translation at year-end exchange rates of monetary assets and
liabilities denominated in currencies other than an
operation’s functional currency are recognized in the
statement of income or loss as transactional foreign exchange gains
or losses.
C.
Cash and
cash equivalents
Cash and cash
equivalents include cash on hand, deposits held with banks, and
other short-term highly liquid investments with original maturities
of three months or less which are subject to an insignificant risk
of changes in value.
Financial assets
and financial liabilities are recognized when the Company becomes a
party to the contractual provisions of a financial instrument.
Financial assets are derecognized when the rights to receive cash
flows from the assets have expired or have been transferred and the
Company has transferred substantially all risks and rewards of
ownership. Financial liabilities are derecognized when the
obligations specified in the contract are discharged, cancelled or
expire.
At initial
recognition, the Company classifies its financial instruments in
the following categories:
Financial
assets and liabilities at fair value through profit or loss
(“FVTPL”)
A financial asset
is classified in this category if it is a derivative instrument, an
equity instrument for which the Company has not made the
irrevocable election to classify as fair value through other
comprehensive income (“FVTOCI”), or a debt instrument
that is not held within a business model whose objective includes
holding the financial assets in order to collect contractual cash
flows that are solely payments of principal and interest.
Derivative financial liabilities and contingent consideration
liabilities related to business combinations are also classified in
this category. Financial instruments in this category are
recognized initially and subsequently at fair value. Transaction
costs are expensed in the statement of income or loss. Gains and
losses arising from changes in fair value are presented in the
statement of income or loss – within other income (expense) -
in the period in which they arise.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Financial
assets at amortized cost
A financial asset
is classified in this category if it is a debt instrument and / or
other similar asset that is held within a business model whose
objective is to hold the asset in order to collect the contractual
cash flows (i.e. principal and interest). Financial assets in this
category are initially recognized at fair value plus transaction
costs and subsequently measured at amortized cost using the
effective interest method less a provision for impairment. Interest
income is recorded in the statement of income or loss through
finance income.
Financial
liabilities at amortized cost
All financial
liabilities that are not recorded as FVTPL are classified in this
category and are initially recognized less a discount (when
material) to reduce the financial liabilities to fair value and
less any directly attributable transaction costs. Subsequently,
financial liabilities are measured at amortized cost using the
effective interest method. Interest expense is recorded in net
income through finance expense.
Refer to the
“Fair Value of Financial Instruments” section of note
25 for the Company’s classification of its financial assets
and liabilities within the fair value hierarchy.
E.
Impairment
of financial assets
At each reporting
date, the Company assesses the expected credit losses associated
with its financial assets that are not carried at FVTPL. Expected
credit losses are calculated based on the difference between the
contractual cash flows and the cash flows that the Company expects
to receive, discounted, where applicable, based on the assets
original effective interest rate.
For “Trade
and other receivables”, the Company calculates expected
credit losses based on historical credit loss experience, adjusted
for forward-looking factors specific to debtors and the economic
environment. In recording an impairment loss, the carrying amount
of the asset is reduced by this computed amount either directly or
indirectly through the use of an allowance account.
Expenditures,
including depreciation, depletion and amortization of production
assets, incurred in the mining and processing activities that will
result in future concentrate production are deferred and
accumulated as ore in stockpiles, in-process inventories and
concentrate inventories. These amounts are carried at the lower of
average costs or net realizable value (“NRV”). NRV is
calculated as the estimated future concentrate price (net of
selling costs) less the estimated costs to complete production into
a saleable form.
Stockpiles are
comprised of coarse ore that has been extracted from the mine and
is available for further processing. Mining production costs are
added to the stockpile as incurred and removed from the stockpile
based upon the average cost per tonne of ore produced from mines
considered to be in commercial production. The current portion of
ore in stockpiles represents the amount expected to be processed in
the next twelve months.
In-process and
concentrate inventories include the cost of the ore removed from
the stockpile, a pro-rata share of the amortization of the
associated mineral property, as well as production costs incurred
to process the ore into a saleable product. Processing costs
typically include labor, chemical reagents and directly
attributable mill overhead expenditures. Items are valued at
weighted average cost.
Materials and
other supplies held for use in the production of inventories are
carried at average cost and are not written down below that cost if
the finished products in which they will be incorporated are
expected to be sold at or above cost. However, when a decline in
the price of concentrates indicates that the cost of the finished
products exceeds NRV, the materials are written down to NRV. In
such circumstances, the replacement cost of the materials may be
the best available measure of their net realizable
value.
G.
Property,
plant and equipment
Plant
and equipment
Plant and
equipment are recorded at acquisition or production cost and
carried net of depreciation and impairments. Cost includes
expenditures incurred by the Company that are directly attributable
to the acquisition of the asset. Subsequent costs are included in
the asset’s carrying amount or recognized as a separate
asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Company
and the cost can be measured reliably. The carrying amount of a
replaced asset is derecognized when replaced. Repairs and
maintenance costs are charged to the statement of income during the
period in which they are incurred.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Depreciation is
calculated on a straight line or unit of production basis as
appropriate. Where a straight line methodology is used, the assets
are depreciated to their estimated residual value over an estimated
useful life which ranges from three to twenty years depending upon
the asset type. Where a unit of production methodology is used, the
assets are depreciated to their estimated residual value over the
useful life defined by management’s best estimate of
recoverable reserves and resources in the current estimated mine
plan. When assets are retired or sold, the resulting gains or
losses are reflected in the statement of income or loss as a
component of other income or expense. The Company allocates the
amount initially recognized in respect of an item of plant and
equipment to its significant parts and depreciates separately each
such part over its useful life. Residual values, methods of
depreciation and useful lives of the assets are reviewed at least
annually and adjusted if appropriate.
Where
straight-line depreciation is utilized, the range of useful lives
for various asset classes is generally as follows:
Production machinery and
equipment
5 - 7 years;
Mineral
property acquisition, exploration, evaluation and development
costs
Costs relating to
mineral and / or exploration rights acquired through a business
combination or asset acquisition are capitalized and reported as
part of “Property, plant and equipment”.
Exploration
expenditures are expensed as incurred.
Evaluation
expenditures are expensed as incurred, until an area of interest is
considered by management to be sufficiently advanced. Once this
determination is made, the area of interest is classified as an
“Advanced Evaluation Stage” mineral property, a
component of the Company’s mineral properties, and all
further non-exploration expenditures for the current and subsequent
periods are capitalized. These expenses can include further
evaluation expenditures such as mining method selection and
optimization, metallurgical sampling test work and costs to further
delineate the ore body to a higher confidence level.
Once commercial
and technical viability has been established for a property, the
property is classified as a “Development Stage” mineral
property and all further development costs are capitalized to the
asset. Further development costs include costs related to
constructing a mine, such as shaft sinking and access, lateral
development, drift development, engineering studies and
environmental permitting, infrastructure development and the costs
of maintaining the site until commercial production.
Such capital
costs represent the net expenditures incurred and capitalized as at
the balance sheet date and do not necessarily reflect present or
future values.
Once a
development stage mineral property goes into commercial production,
the property is classified as “Producing” and the
accumulated costs are amortized over the estimated recoverable
resources in the current mine plan using a unit of production
basis. Commercial production occurs when a property is
substantially complete and ready for its intended use.
Proceeds received
from the sale of an interest in a property are credited against the
carrying value of the property, with any difference recorded as a
gain or loss on sale.
Lease
assets (and lease obligations)
At the inception
of a contract, the Company assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease, if the
contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. To assess
whether a contract conveys the right to control the use of an
identified asset, the Company assesses whether:
●
the contract involves the use
of an identified asset – this may be specified explicitly or
implicitly and should be physically distinct or represent
substantially all of the capacity of a physically distinct asset.
If the supplier has a substantive substitution right, then the
asset is not identified;
●
the Company has the right to
obtain substantially all of the economic benefits from the use of
the asset throughout the period of use; and
●
the Company has the right to
direct the use of the asset. The Company has this right when it has
the decision-making rights that are most relevant to changing how
and for what purpose the asset is used. In rare cases where the
decision about how and for what purpose the asset is used is
predetermined, the Company has the right to direct the use of the
asset if either (a) the Company has the right to operate the asset;
or (b) the Company designed the asset in a way that predetermines
how and for what purpose it will be used.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
If the contract
contains a lease, the Company accounts for the lease and non-lease
components separately. For the lease component, a right-of-use
asset and a corresponding lease liability are set-up at the date at
which the leased asset is available for use by the Company. The
right-of-use asset is depreciated over the shorter of the
asset’s useful life and the lease term on a straight-line
basis.
The lease
payments associated with the lease liability are discounted using
either the interest rate implicit in the lease, if available, or
the Company’s incremental borrowing rate. Each lease payment
is allocated between the liability and the finance cost (i.e.
accretion) so as to produce a constant rate of interest on the
remaining lease liability balance.
H.
Impairment
of non-financial assets
Property, plant
and equipment assets are assessed at the end of each reporting
period to determine if there is any indication that the asset may
be impaired. If any such indication exists, an estimate of the
recoverable amount of the asset is made. For the purpose of
measuring recoverable amounts, assets are grouped at the lowest
level, or cash generating unit (“CGU”), for which there
are separately identifiable cash inflows. The recoverable amount is
the higher of an asset’s fair value less costs of disposal
and value in use (being the present value of the expected future
cash flows of the relevant asset or CGU, as determined by
management). An impairment loss is recognized for the amount by
which the CGU’s carrying amount exceeds its recoverable
amount.
Mineral property
assets are tested for impairment using the impairment indicators
under IFRS 6 “Exploration for and Evaluation of Mineral
Resources” up until the commercial and technical feasibility
for the property is established. From that point onwards, mineral
property assets are tested for impairment using the impairment
indicators of IAS 36 “Impairment of
Assets”.
Post-employment
benefit obligations
The Company
assumed the obligation of a predecessor company to provide life
insurance, supplemental health care and dental benefits, excluding
pensions, to its former Canadian employees who retired from active
service prior to 1997. The estimated cost of providing these
benefits is actuarially determined using the projected benefits
method and is recorded on the balance sheet at its estimated
present value. The interest cost on this unfunded liability is
being accreted over the remaining lives of this retiree group.
Experience gains and losses are being deferred as a component of
accumulated other comprehensive income or loss and are adjusted, as
required, on the obligations re-measurement date.
Stock-based
compensation
The Company uses
a fair value-based method of accounting for stock options to
employees and to non-employees. The fair value is determined using
the Black-Scholes option pricing model on the date of the grant.
The cost is recognized on a graded method basis, adjusted for
expected forfeitures, over the applicable vesting period as an
increase in stock-based compensation expense and the contributed
surplus account. When such stock options are exercised, the
proceeds received by the Company, together with the respective
amount from contributed surplus, are credited to share
capital.
The Company also
has a share unit plan pursuant to which it may grant share units to
employees – the share units are equity-settled awards. The
Company determines the fair value of the awards on the date of
grant. The cost is recognized on a graded method basis, adjusted
for expected forfeitures, over the applicable vesting period, as an
increase in share-based compensation expense and the contributed
surplus account. When such share units are settled for common
shares, the applicable amounts of contributed surplus are credited
to share capital.
Termination
benefits
The Company
recognizes termination benefits when it is demonstrably committed
to either terminating the employment of current employees according
to a detailed formal plan without possibility of withdrawal, or
providing benefits as a result of an offer made to encourage
voluntary termination. Benefits falling due more than twelve months
after the end of the reporting period are discounted to their
present value.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
J.
Reclamation
provisions
Reclamation
provisions, which are legal and constructive obligations related to
the retirement of tangible long-lived assets, are recognized when
such obligations are incurred and a reasonable estimate of the
value can be determined. These obligations are measured initially
at the present value of expected cash flows using a pre-tax
discount rate reflecting risks specific to the liability and the
resulting costs are capitalized and added to the carrying value of
the related assets. In subsequent periods, the liability is
adjusted for the accretion of the discount and the expense is
recorded in the statement of income or loss. Changes in the amount
or timing of the underlying future cash flows or changes in the
discount rate are immediately recognized as an increase or decrease
in the carrying amounts of the related asset and liability. These
costs are amortized to the results of operations over the life of
the asset. Reductions in the amount of the liability are first
applied against the amount of the net reclamation asset with any
excess value being recorded in the statement of income or
loss.
The
Company’s activities are subject to numerous governmental
laws and regulations. Estimates of future reclamation liabilities
for asset decommissioning and site restoration are recognized in
the period when such liabilities are incurred. These estimates are
updated on a periodic basis and are subject to changing laws,
regulatory requirements, changing technology and other factors
which will be recognized when appropriate. Liabilities related to
site restoration include long-term treatment and monitoring costs
and incorporate total expected costs net of recoveries.
Expenditures incurred to dismantle facilities, restore and monitor
closed resource properties are charged against the related
reclamation liability.
Provisions for
restructuring costs and legal claims, where applicable, are
recognized in liabilities when the Company has a present legal or
constructive obligation as a result of past events, it is probable
that an outflow of resources will be required to settle the
obligation, and the amount can be reliably estimated. Provisions
are measured at management’s best estimate of the expenditure
required to settle the obligation at the end of the reporting
period, and are discounted to present value where the impact of the
discount is material. The Company performs evaluations to identify
onerous contracts and, where applicable, records provisions for
such contracts.
L.
Current
and deferred Income tax
Current income
tax payable is based on taxable income for the period. Taxable
income differs from income as reported in the statement of income
or loss because it excludes items of income or expense that are
taxable or deductible in other periods and it further excludes
items that are never taxable or deductible. The Company’s
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income
taxes are accounted for using the balance sheet liability method.
Deferred income tax assets and liabilities are computed based on
temporary differences between the financial statement carrying
values of the existing assets and liabilities and their respective
income tax bases used in the computation of taxable income.
Computed deferred tax liabilities are generally recognized for all
taxable temporary differences and deferred tax assets are
recognized to the extent that it is probable that taxable income
will be available against which deductible temporary differences
can be utilized. Such assets and liabilities are not recognized if
the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable
income nor the accounting income. Deferred tax liabilities are
recognized for taxable temporary differences arising on investments
in subsidiaries and investments, and interests in joint ventures,
except where the Company is able to control the reversal of the
temporary differences and it is probable that the temporary
differences will not reverse in the foreseeable future. The
carrying amount of deferred tax assets is reviewed at each balance
sheet date and reduced to the extent that it is no longer probable
that sufficient taxable earnings will be available to allow all or
part of the asset to be recovered.
Deferred tax is
calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realized, based
on tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date. Deferred tax is charged or
credited to income, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also
recorded within equity.
Income tax assets
and liabilities are offset when there is a legally enforceable
right to offset the assets and liabilities and when they relate to
income taxes levied by the same tax authority on either the same
taxable entity or different taxable entities where there is an
intention to settle the balance on a net basis.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
M.
Flow-through
common shares
The
Company’s Canadian exploration activities have been financed
in part through the issuance of flow-through common shares, whereby
the Canadian income tax deductions relating to these expenditures
are claimable by the subscribers and not by the Company. The
proceeds from issuing flow-through shares are allocated between the
offering of shares and the sale of tax benefits. The allocation is
based on the difference (“premium”) between the quoted
price of the Company’s existing shares and the amount the
investor pays for the actual flow-through shares. A liability is
recognized for the premium when the shares are issued, and is
extinguished when the tax effect of the temporary differences,
resulting from the renunciation of the tax deduction to the
flow-through shareholders, is recorded - with the difference
between the liability and the value of the tax assets renounced
being recorded as a deferred tax expense. The tax effect of the
renunciation is recorded at the time the Company makes the
renunciation to its subscribers – which may differ from the
effective date of renunciation. If the flow-through shares are not
issued at a premium, a liability is not established, and on
renunciation the full value of the tax assets renounced is recorded
as a deferred tax expense.
Revenue
from pre-sold toll milling services
Revenue from the
pre-sale of toll milling arrangement cash flows is recognized as
the toll milling services are provided. At contract inception, the
Company estimates the expected transaction price of the toll
milling services being sold based on available information and
calculates an average per unit transaction price that applies over
the life of the contract. This unit price is used to draw-down the
deferred revenue balance as the toll milling services occur. When
changes occur to the timing, or volume of toll milling services,
the per unit transaction price is adjusted to reflect the change
(such review to be done annually, at a minimum), and a cumulative
catch up adjustment is made to reflect the updated rate. The amount
of the upfront payment received from the toll milling pre-sale
arrangements includes a significant financing component due to the
longer term nature of such agreements. As such, the Company also
recognizes accretion expense on the deferred revenue balance which
is recorded in net income through “Finance expense,
net”.
Revenue
from environmental services (i.e. Closed Mines Group)
Environmental
service contracts represent a series of distinct performance
obligations that are substantially the same and have the same
pattern of transfer of control to the customer. The transaction
price is estimated at contract inception and is recognized over the
life of the contract as control is transferred to the customer.
Variable consideration, where applicable, is estimated at contract
inception using either the expected value method or the most likely
amount method. If it is highly probable that a subsequent reversal
of revenue will not occur when the uncertainty has been resolved,
the Company will recognize as revenue the estimated transaction
price, including the estimate of the variable portion, upon
transfer of control to the customer. Where it is determined that it
is highly probable that a subsequent reversal of revenue will occur
upon the resolution of the uncertainty, the variable portion of the
transaction price will be constrained, and will not be recognized
as revenue until the uncertainty has been resolved.
Revenue
from management services (i.e. UPC)
The management
services arrangement with UPC represents a series of distinct
performance obligations that are substantially the same and have
the same pattern of transfer of control to the customer. The
transaction price for the contract is estimated at contract
inception and is recognized over the life of the contract as
control is transferred to the customer as the services are
provided. The variable consideration related to the net asset value
(“NAV”) based management fee was estimated at contract
inception using the expected value method. It was determined that
it is highly probable that a subsequent reversal of revenue would
occur if the variable consideration was included in the transaction
price, and as such, the variable portion of the transaction price
will be measured and recognized when the uncertainty has been
resolved (i.e. when the actual NAV has been
calculated).
Commission
revenue earned on acquisition or sale of U3O8 and
UF6 on
behalf of UPC (or other parties where Denison acts as an agent) is
recognized when control of the related U3O8 or UF6 passes to the
customer, which is the date when title of the U3O8 and
UF6
passes to the customer.
Revenue
from spot sales of uranium
In a uranium
supply arrangement, the Company is contractually obligated to
provide uranium concentrates to the customer. Each delivery is
considered a separate performance obligation under the contract
– revenue is measured based on the transaction price
specified in the contract and the Company recognizes revenue when
control to the uranium has been transferred to the
customer.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Uranium can be
delivered either to the customer directly (physical deliveries) or
notionally under title within a uranium storage facility (notional
deliveries). For physical deliveries to customers, the terms in the
supply arrangement specify the location of delivery and revenue is
recognized when control transfers to the customer which is
generally when the uranium has been delivered and accepted by the
customer at that location. For notional deliveries at a uranium
storage facility, revenue is recognized on the date that the
Company specifies the storage facility to transfer title of a
contractually specified quantity of uranium to a customer’s
account at the storage facility.
O.
Earnings
(loss) per share
Basic earnings
(loss) per share (“EPS”) is calculated by dividing the
net income or loss for the period attributable to equity owners of
DMC by the weighted average number of common shares outstanding
during the period.
Diluted EPS is
calculated by adjusting the weighted average number of common
shares outstanding for dilutive instruments. The number of shares
included with respect to options, warrants and similar instruments
is computed using the treasury stock method.
Accounting
changes for fiscal 2019
A.
IFRS 16
Leases (“IFRS 16”)
On January 1,
2019, Denison adopted the provisions of IFRS 16 using the modified
retrospective approach. As such, comparative information has not
been restated and continues to be reported under International
Accounting Standard 17 Leases (“IAS 17”) and
International Financial Reporting Interpretation Committee 4
Determining Whether an Arrangement Contains a Lease (“IFRIC
4”). The transitional impact of the change in accounting
policy is disclosed in note 5 and additional disclosures related to
Denison’s IFRS 16 right-of-use assets, lease liabilities and
lease amounts recognized in net income or loss are disclosed in
notes 12, 16 and 22, respectively. Denison’s accounting
policy for leases is noted above within the accounting policy for
“Property, Plant and Equipment”.
Comparative
numbers
Certain
classifications of the comparative figures have been changed to
conform to those used in the current period.
4.
CRITICAL
ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation
of consolidated financial statements in accordance with IFRS
requires the use of certain critical accounting estimates and
judgements that affect the amounts reported. It also requires
management to exercise judgement in applying the Company’s
accounting policies. These judgements and estimates are based on
management’s best knowledge of the relevant facts and
circumstances taking into account previous experience. Although the
Company regularly reviews the estimates and judgements made that
affect these financial statements, actual results may be materially
different.
Significant
estimates and judgements made by management relate to:
A.
Determination
of a mineral property being sufficiently advanced
The Company
follows a policy of capitalizing non-exploration related
expenditures on properties it considers to be sufficiently
advanced. Once a mineral property is determined to be sufficiently
advanced, that determination is irrevocable and the capitalization
policy continues to apply over the life of the property. In
determining whether or not a mineral property is sufficiently
advanced, management considers a number of factors, including, but
not limited to: current uranium market conditions, the quality of
resources identified, access to the resource, the suitability of
the resource to current mining methods, ease of permitting,
confidence in the jurisdiction in which the resource is located and
mill processing complexity.
Many of these
factors are subject to risks and uncertainties that can support a
“sufficiently advanced” determination as at one point
in time but not support it at another. The final determination
requires significant judgment on the part of the Company’s
management and directly impacts the carrying value of the
Company’s mineral properties.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
B.
Mineral
property impairment reviews and impairment adjustments
Mineral
properties are tested for impairment when events or changes in
circumstances indicate that the carrying amount may not be
recoverable. When an indicator is identified, the Company
determines the recoverable amount of the property, which is the
higher of an asset’s fair value less costs of disposal or
value in use. An impairment loss is recognized if the carrying
value exceeds the recoverable amount. The recoverable amount of a
mineral property may be determined by reference to estimated future
operating results and discounted net cash flows, current market
valuations of similar properties or a combination of the above. In
undertaking this review, management of the Company is required to
make significant estimates of, amongst other things: reserve and
resource amounts, future production and sale volumes, forecast
commodity prices, future operating, capital and reclamation costs
to the end of the mine’s life and current market valuations
from observable market data which may not be directly comparable.
These estimates are subject to various risks and uncertainties,
which may ultimately have an effect on the expected recoverable
amount of a specific mineral property asset. Changes in these
estimates could have a material impact on the carrying value of the
mineral property amounts and the impairment losses
recognized.
C.
Deferred
revenue – pre-sold toll milling: classification
In February 2017,
Denison closed an arrangement with Anglo Pacific Group PLC and its
subsidiaries (the “APG Arrangement” and
“APG” respectively – see note 13). Under the APG
Arrangement, Denison monetized its right to receive future toll
milling cash receipts from July 1, 2016 onwards from the MLJV under
the current toll milling agreement with the CLJV for an upfront
cash payment. The APG Arrangement consisted of a loan structure and
a stream arrangement. Significant judgement was required to
determine whether the APG Arrangement should be accounted for as a
financial obligation (i.e. debt) or deferred revenue.
Key factors that
support the deferred revenue conclusion reached by management
include, but are not limited to: a) Limited recourse loan structure
– amounts due to APG are generally repayable only to the
extent of Denison’s share of the toll milling revenues earned
by the MLJV from the processing of the first 215 million pounds of
U3O8 from the Cigar
Lake mine on or after July 1, 2016, under the terms of the current
Cigar Lake toll milling agreement; and b) No warranty of the future
rate of production - no warranty is provided by Denison to APG
regarding the future rate of production at the Cigar Lake mine and
/ or the McClean Lake mill, or the amount and / or collectability
of cash receipts to be received by the MLJV in respect of toll
milling of Cigar Lake ore.
D.
Deferred
revenue – pre-sold toll milling: revenue
recognition
In February 2017,
Denison closed the APG Arrangement and effectively monetized its
right to receive specified future toll milling cash receipts from
the MLJV related to the current toll milling agreement with the
CLJV. In exchange, Denison received a net up-front payment of
$39,980,000 which has been accounted for as a deferred revenue
liability as at the transaction close date.
Under IFRS 15,
the Company is required to recognize a revenue component and a
financing component as it draws down the deferred revenue
associated with the APG Arrangement over the life of the specified
toll milling production included in the APG Arrangement. In
estimating both of these components, the Company is required to
make assumptions relating to the future toll milling production
volume associated with Cigar Lake Phase 1 and 2 ore reserves and
resources (to end of mine life) and estimates of the annual timing
of that production. Changes in these estimates affect the
underlying production profile, which in turn affects the average
toll milling drawdown rate used to recognize revenue.
When the average
toll milling drawdown rate is changed, the impact is reflected on a
life-to-date production basis with a retroactive adjustment to
revenue recorded in the current period. Going forward, each time
the Company updates its estimates of the underlying production
profile for the APG Arrangement (typically in the quarter that
information relating to Cigar Lake uranium resource updates and /
or production schedules becomes publicly available), retroactive
adjustments to revenue will be recorded in the period that the
revised estimate is determined – such adjustments, which are
non-cash in nature, could be material.
E.
Deferred
tax assets and liabilities
Deferred tax
assets and liabilities are computed in respect of taxes that are
based on taxable profit. Taxable profit will often differ from
accounting profit and management may need to exercise judgement to
determine whether some taxes are income taxes (and subject to
deferred tax accounting) or operating expenses.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Deferred tax
assets and liabilities are measured using enacted or substantively
enacted tax rates expected to apply when the temporary differences
between accounting carrying values and tax basis are expected to be
recovered or settled. The determination of the ability of the
Company to utilize tax loss carry forwards and other deferred tax
assets to offset deferred tax liabilities requires management to
exercise judgment and make certain assumptions about the future
performance of the Company. Management is required to assess
whether it is “probable” that the Company will benefit
from these prior losses and other deferred tax assets. Changes in
economic conditions, commodity prices and other factors could
result in revisions to the estimates of the benefits to be realized
or the timing of utilizing the losses.
F.
Reclamation
obligations
Asset retirement
obligations are recorded as a liability when the asset is initially
constructed or a constructive or legal obligation exists. The
valuation of the liability typically involves identifying costs to
be incurred in the future and discounting them to the present using
an appropriate discount rate for the liability. The determination
of future costs involves a number of estimates relating to timing,
type of costs, mine closure plans, and review of potential methods
and technical advancements. Furthermore, due to uncertainties
concerning environmental remediation, the ultimate cost of the
Company’s decommissioning liability could differ materially
from amounts provided. The estimate of the Company’s
obligation is subject to change due to amendments to applicable
laws and regulations and as new information concerning the
Company’s operations becomes available. The Company is not
able to determine the impact on its financial position, if any, of
environmental laws and regulations that may be enacted in the
future.
5.
ADOPTION
OF NEW STANDARDS – IMPACT ON FINANCIAL
STATEMENTS
As noted above in
Note 3, Denison adopted the provisions of IFRS 16 on January 1,
2019 using the modified retrospective approach. On transition to
IFRS 16, the Company recognized an additional $944,000 of
right-of-use assets (reported within “Property, Plant and
Equipment” – see note 12) and an additional $944,000 of
lease liabilities (reported within “Other Liabilities”
– see note 16).
The underlying
lease payments have been discounted using the Company’s
incremental borrowing rate on January 1, 2019 of 8.50%. In
applying IFRS 16 for the first time, Denison has used the following
practical expedients permitted by the standard: a) leases with a
term of less than 12 months remaining at January 1, 2019 have been
accounted for as short-term leases; and b) initial direct costs for
the measurement of the right-of-use asset at the date of initial
application have been excluded.
A reconciliation
of Denison’s December 31, 2018 lease commitments to its
opening lease liabilities amount recognized under IFRS 16 is as
follows:
(in thousands of
CAD dollars)
|
|
|
|
|
|
|
|
Operating lease
and other commitments per Denison’s December 31, 2018 annual
financial statements
|
|
$
|
1,259
|
Adjustments to
IFRS 16:
|
|
|
|
Recognition
exemption for short-term leases
|
|
|
(13)
|
Other
|
|
|
(75)
|
Lease liabilities
- undiscounted
|
|
|
1,171
|
Present value
discount adjustment
|
|
|
(227)
|
Lease liabilities
on transition to IFRS 16 at January 1, 2019
|
|
$
|
944
|
Under IFRS 16,
Denison has recognized assets and liabilities for certain lease
components which were expensed by the Company in the past. The
adoption of IFRS 16 has resulted in the Company reporting: a)
increased assets and liabilities; b) increased depreciation and
accretion expense and decreased lease expense within the statement
of income (loss); and c) decreased cash outflows from operations
and increased cash outflows from financing as lease payments are
recorded as financing outflows in the cash flow
statement.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
6.
CASH AND
CASH EQUIVALENTS
The cash and cash
equivalent balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Cash
|
|
|
$
|
1,583
|
$
|
1,152
|
Cash in MLJV and
MWJV
|
|
|
|
1,397
|
|
654
|
Cash
equivalents
|
|
|
|
5,210
|
|
21,401
|
|
|
|
$
|
8,190
|
$
|
23,207
|
Cash equivalents
consist of various investment savings account instruments and money
market funds, all of which are short term in nature, highly liquid
and readily convertible into cash.
7.
TRADE AND
OTHER RECEIVABLES
The trade and
other receivables balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
$
|
2,608
|
$
|
2,952
|
Receivables in
MLJV and MWJV
|
|
|
|
1,125
|
|
571
|
Sales tax
receivables
|
|
|
|
92
|
|
98
|
Sundry
receivables
|
|
|
|
198
|
|
201
|
Loan receivable
(note 24)
|
|
|
|
-
|
|
250
|
|
|
|
$
|
4,023
|
$
|
4,072
|
The inventories
balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Uranium
concentrates
|
|
|
$
|
526
|
$
|
526
|
Inventory of ore
in stockpiles
|
|
|
|
2,098
|
|
2,098
|
Mine and mill
supplies in MLJV
|
|
|
|
2,826
|
|
3,058
|
|
|
|
$
|
5,450
|
$
|
5,682
|
|
|
|
|
|
|
|
Inventories-by
balance sheet presentation:
|
|
|
|
|
|
|
Current
|
|
|
$
|
3,352
|
$
|
3,584
|
Long term-ore in
stockpiles
|
|
|
|
2,098
|
|
2,098
|
|
|
|
$
|
5,450
|
$
|
5,682
|
Long-term ore in
stockpile inventory represents an estimate of the amount of ore on
the stockpile in excess of the next twelve months of planned mill
production.
The uranium
concentrate inventory has a fair market value, excluding selling
costs, of $844,000 at December 31, 2019 ($1,011,000 - December 31,
2018).
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
The investments
balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
Equity
instruments
|
|
|
$
|
12,104
|
$
|
2,255
|
|
|
|
$
|
12,104
|
$
|
2,255
|
|
|
|
|
|
|
|
Investments-by
balance sheet presentation:
|
|
|
|
|
|
|
Current
|
|
|
$
|
-
|
$
|
-
|
Long-term
|
|
|
|
12,104
|
|
2,255
|
|
|
|
$
|
12,104
|
$
|
2,255
|
The investments
continuity summary is as follows:
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Balance-January
1
|
|
|
$
|
2,255
|
$
|
45,166
|
Purchases
|
|
|
|
|
|
|
Equity
instruments
|
|
|
|
511
|
|
-
|
Sales /
redemptions
|
|
|
|
|
|
|
Debt instruments
– GIC redemption.
|
|
|
|
-
|
|
(37,500)
|
Transfer from
investment in associates at fair value (note 10)
|
|
10,423
|
|
-
|
Fair value loss
to profit and loss (note 22)
|
|
|
|
(1,085)
|
|
(5,411)
|
Balance-December
31
|
|
|
$
|
12,104
|
$
|
2,255
|
At December 31,
2019, the Company holds equity instruments consisting of shares and
warrants in publicly-traded companies and no debt
instruments.
10.
INVESTMENT
IN ASSOCIATE
The investment in
associate balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Investment in
associate-by investee:
|
|
|
|
|
|
|
GoviEx Uranium
Inc (“GoviEx”)
|
|
|
$
|
-
|
$
|
5,582
|
|
|
|
$
|
-
|
$
|
5,582
|
A summary of the
investment in GoviEx is as follows:
(in thousands
except share amounts)
|
|
|
|
Number
of Common Shares
|
|
|
|
|
|
|
|
|
|
Balance-January
1, 2018
|
|
|
|
65,144,021
|
$
|
5,305
|
Equity share of
net loss
|
|
|
|
-
|
|
(472)
|
Dilution
gain
|
|
|
|
-
|
|
749
|
Balance-December
31, 2018
|
|
|
|
65,144,021
|
$
|
5,582
|
|
|
|
|
|
|
|
Equity share of
net loss
|
|
|
|
-
|
|
(678)
|
Dilution
gain
|
|
|
|
-
|
|
252
|
Deconsolidation
of investment in GoviEx
|
|
|
|
-
|
|
(5,156)
|
Balance-December
31, 2019
|
|
|
|
65,144,021
|
$
|
-
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
GoviEx is a
mineral resource company focused on the exploration and development
of its uranium properties located in Africa. GoviEx maintains a
head office located in Canada and is a public company listed on the
TSX Venture Exchange. At December 31, 2019, Denison holds an
approximate 15.39% interest in GoviEx based on publicly available
information (December 31, 2018: 16.21% and December 31, 2017:
18.72%) and has one director appointed to the GoviEx board of
directors.
Through the
voting power of its share ownership interest, its large warrant
holdings and its seat on the board of directors, Denison had the
ability to demonstrate significant influence over GoviEx and used
the equity method to account for this investment up to September
30, 2019. On October 1, 2019 (the deconsolidation date), Denison
discontinued use of the equity method based on a determination that
Denison’s influence over GoviEx was no longer demonstrable as
significant - due to the expiry of its warrant holdings and an
increased ownership interest in GoviEx’s main subsidiary by
the Government of Niger during GoviEx’s third quarter of
2019.
On the
deconsolidation date, Denison classified its equity investment in
GoviEx as FVTPL. As a result, Denison recognized a gain of
$5,267,000 which represents the excess of the fair value of the
investment on that date ($10,423,000) as compared to the
investment’s carrying value under the equity method
($5,156,000).
The following
table is a summary of the consolidated financial information of
GoviEx on a 100% basis, up to September 30, 2019, taking into
account adjustments made by Denison for equity accounting purposes
for fair value adjustments and differences in accounting policy.
Prior to the deconsolidation date, Denison recorded its equity
investment entries in GoviEx one quarter in arrears (due to the
information not yet being publicly available), adjusted for any
material publicly disclosed share issuance transactions that
occurred up to the quarter end date on which Denison is reporting.
A reconciliation of GoviEx’s summarized information to
Denison’s investment carrying value, for the period when
equity accounting was used, is also included.
|
|
|
|
At September
30
|
|
At December
31
|
(in thousands of
USD dollars)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
$
|
4,559
|
$
|
4,800
|
Total non-current
assets
|
|
|
|
32,418
|
|
32,432
|
Total current
liabilities
|
|
|
|
(8,222)
|
|
(8,315)
|
Total net
assets
|
|
|
$
|
28,755
|
$
|
28,917
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months
Ended
|
|
Twelve Months
Ended
|
(in thousands of
USD dollars)
|
|
|
|
September 30,
2019
|
|
December 31,
2018
|
|
|
|
|
|
|
|
Revenue
|
|
|
$
|
-
|
$
|
-
|
Net
loss
|
|
|
|
(3,202)
|
|
(1,892)
|
Comprehensive
loss
|
|
|
|
(3,202)
|
|
(1,892)
|
|
|
|
|
At September
30
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
Reconciliation of
GoviEx net assets to Denison investment carrying
value:
|
|
|
Net assets of
GoviEx – beginning of period - USD
|
|
$
|
28,917
|
$
|
23,604
|
Share issue
proceeds
|
|
|
|
2,474
|
|
6,654
|
Contributed
surplus change
|
|
|
|
86
|
|
74
|
Share-based
payment reserve change
|
|
|
|
480
|
|
477
|
Deficit
changes
|
|
|
|
|
|
|
Net
loss
|
|
|
|
(3,202)
|
|
(1,892)
|
Net assets of
GoviEx – end of period – USD
|
|
|
$
|
28,755
|
$
|
28,917
|
Denison ownership
interest
|
|
|
|
15.39%
|
|
16.21%
|
Denison share of
net assets of GoviEx
|
|
|
|
4,425
|
|
4,687
|
Other
adjustments
|
|
|
|
(343)
|
|
(283)
|
Investment in
GoviEx – USD
|
|
|
|
4,082
|
|
4,404
|
At historical
exchange rate
|
|
|
|
1.2631
|
|
1.2675
|
Investment in
GoviEx – end of period - CAD
|
|
|
$
|
5,156
|
$
|
5,582
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
11.
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 December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
$
|
2,859
|
$
|
85
|
Investments
|
|
|
|
9,135
|
|
12,170
|
|
|
|
$
|
11,994
|
$
|
12,255
|
|
|
|
|
|
|
|
Restricted cash
and investments-by item:
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
|
|
|
$
|
2,859
|
$
|
3,120
|
Letters of credit
facility pledged assets
|
|
|
|
9,000
|
|
9,000
|
Letters of credit
additional collateral
|
|
|
|
135
|
|
135
|
|
|
|
$
|
11,994
|
$
|
12,255
|
At December 31,
2019, investments consist of guaranteed investment certificates
with maturities of more than 90 days. At December 31, 2018,
investments consist of guaranteed investment certificates and term
deposits with maturities of more than 90 days.
Elliot
Lake reclamation trust fund
The Company has
the obligation to maintain its decommissioned Elliot Lake uranium
mine pursuant to a Reclamation Funding Agreement effective December
21, 1995 (“Agreement”) with the Governments of Canada
and Ontario. The Agreement, as further amended in February 1999,
requires the Company to maintain funds in the reclamation trust
fund equal to estimated reclamation spending for the succeeding six
calendar years, less interest expected to accrue on the funds
during the period. Withdrawals from this reclamation trust fund can
only be made with the approval of the Governments of Canada and
Ontario to fund Elliot Lake monitoring and site restoration
costs.
In 2019, the
Company deposited an additional $477,000 into the Elliot Lake
reclamation trust fund and withdrew $797,000. In 2018, the Company
deposited an additional $670,000 into the Elliot Lake reclamation
trust fund and withdrew $633,000.
Letters of
credit facility pledged assets
At December 31,
2019, the Company had on deposit $9,000,000 with the Bank of Nova
Scotia (“BNS”) as pledged restricted cash and
investments pursuant to its obligations under an amended and
extended letters of credit facility (see notes 13, 15 and 16). The
funds were initially deposited in 2017.
Letters of
credit additional collateral
At December 31,
2019, the Company had on deposit an additional $135,000 of cash
collateral with BNS in respect of the portion of its issued
reclamation letters of credit in excess of the collateral available
under its letters of credit facility (see notes 15 and
16).
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
12.
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 –
January 1, 2018
|
$
|
103,186
|
$
|
-
|
$
|
166,332
|
$
|
269,518
|
Additions
|
|
173
|
|
-
|
|
18,923
|
|
19,096
|
Disposals
|
|
(365)
|
|
-
|
|
-
|
|
(365)
|
Impairment
expense
|
|
-
|
|
-
|
|
(6,086)
|
|
(6,086)
|
Reclamation
adjustment (note 15)
|
|
436
|
|
-
|
|
-
|
|
436
|
Recoveries
|
|
-
|
|
-
|
|
(222)
|
|
(222)
|
Balance –
December 31, 2018
|
$
|
103,430
|
$
|
-
|
$
|
178,947
|
$
|
282,377
|
|
|
|
|
|
|
|
|
|
Adoption of IFRS
16 (note 5)
|
|
-
|
|
944
|
|
-
|
|
944
|
Additions
|
|
376
|
|
38
|
|
534
|
|
948
|
Disposals
|
|
(104)
|
|
(76)
|
|
-
|
|
(180)
|
Reclamation
adjustment (note 15)
|
|
885
|
|
-
|
|
-
|
|
885
|
Balance
– December 31, 2019
|
$
|
104,587
|
$
|
906
|
$
|
179,481
|
$
|
284,974
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization, depreciation:
|
|
|
|
|
|
|
|
|
Balance –
January 1, 2018
|
$
|
(20,516)
|
$
|
-
|
$
|
-
|
$
|
(20,516)
|
Amortization
|
|
(189)
|
|
-
|
|
-
|
|
(189)
|
Depreciation
|
|
(3,661)
|
|
-
|
|
-
|
|
(3,661)
|
Disposals
|
|
91
|
|
-
|
|
-
|
|
91
|
Reclamation
adjustment (note 15)
|
|
189
|
|
-
|
|
-
|
|
189
|
Balance –
December 31, 2018
|
$
|
(24,086)
|
$
|
-
|
$
|
-
|
$
|
(24,086)
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
(212)
|
|
-
|
|
-
|
|
(212)
|
Depreciation
|
|
(3,527)
|
|
(237)
|
|
-
|
|
(3,764)
|
Disposals
|
|
95
|
|
40
|
|
-
|
|
135
|
Reclamation
adjustment (note 15)
|
|
212
|
|
-
|
|
-
|
|
212
|
Balance
– December 31, 2019
|
$
|
(27,518)
|
$
|
(197)
|
$
|
-
|
$
|
(27,715)
|
|
|
|
|
|
|
|
|
|
Carrying
value:
|
|
|
|
|
|
|
|
|
Balance –
December 31, 2018
|
$
|
79,344
|
$
|
-
|
$
|
178,947
|
$
|
258,291
|
Balance –
December 31, 2019
|
$
|
77,069
|
$
|
709
|
$
|
179,481
|
$
|
257,259
|
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
$69,101,000, or 89.7%, of the December 2019 total carrying value
amount of owned PP&E assets.
A toll milling
agreement amongst the participants of the MLJV and the CLJV
provides for the processing of certain future output of the Cigar
Lake mine at the McClean Lake mill, for which the owners of the
McClean Lake mill receive a toll milling fee and other benefits
(Denison further has an agreement with APG reqarding the receipt of
certain toll milling fees it receives from this toll milling
agreement – see note 13). In determining the units of
production amortization rate for the McClean Lake mill, the amount
of production attributable to the mill assets has been adjusted to
include Denison’s expected share of mill feed related to the
CLJV toll milling contract. Milling activities in 2018 and 2019 at
the McClean Lake mill have been dedicated to processing and
packaging ore from the Cigar Lake mine.
Plant and
Equipment – Right-of-Use
In conjunction
with the adoption of IFRS 16, the Company has included the cost of
various right-of-use (“ROU”) assets within PP&E.
ROU assets consist of building, vehicle and office equipment
leases. The majority of the value is attributable to the building
lease assets which represent the Company’s office and
warehousing space located in Toronto and Saskatoon.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Mineral
Properties
The Company has
various interests in development, evaluation and exploration
projects located in Canada which are held directly or through
option or various contractual agreements. The following projects,
all located in Saskatchewan, represent $162,378,000, or 90.5%, of
the carrying value amount of mineral property assets as at December
31, 2019:
a)
Wheeler River - the Company
has a 90.0% interest in the project (includes the Phoenix and
Gryphon deposits);
b)
Waterbury Lake - the Company
has a 66.57% interest in the project (includes the J Zone and
Huskie deposits) and also has a 2.0% net smelter return royalty on
the portion of the project it does not own;
c)
Midwest - the Company has a
25.17% interest in the project (includes the Midwest Main and
Midwest A deposits);
d)
Mann Lake - the Company has a
30.0% interest in the project;
e)
Wolly - the Company has a
21.89% interest in the project;
f)
Johnston Lake - the Company
has a 100% interest in the project; and
g)
McClean Lake - the Company
has a 22.5% interest in the project (includes the Sue D, Sue E,
Caribou, McClean North and McClean South deposits).
Wheeler
River
In January 2017,
Denison Mines Inc.(“DMI”) executed an agreement
(“2017 WRJV Agreement”) with the partners of the WRJV
to increase its ownership in the WRJV from 60% up to approximately
66% by the end of fiscal 2018. Under the terms of the 2017 WRJV
Agreement, the partners agreed to allow for a one-time election by
Cameco Corp. (“Cameco”) to fund 50% of its ordinary 30%
share of the WRJV expenses for fiscal 2017 and 2018. The shortfall
in Cameco’s contribution was funded by DMI (with DMI funding
75% of the WRJV expenses) in exchange for a transfer of a portion
of Cameco’s interest in the WRJV. In 2017, DMI increased its
interest in the WRJV from 60% to 63.3% under the terms of the 2017
WRJV Agreement.
In September
2018, DMC announced an agreement (“2018 WRJV
Agreement”) with Cameco to acquire Cameco’s remaining
minority interest in the WRJV. On October 26, 2018, the 2018 WRJV
Agreement was completed and DMC acquired Cameco’s then 23.92%
remaining interest in the WRJV in exchange for the issuance of
24,615,000 common shares of DMC (note 18).
In conjunction
with the completion of the 2018 WRJV Agreement, the 2017 WRJV
Agreement was terminated. At that time, in accordance with the 2017
WRJV Agreement, DMI’s interest in the WRJV was increased from
63.3% to 66.08%. Combined, Denison’s interest in the WRJV is
90%.
Cameco’s
WRJV minority interest acquired by DMC via the 2018 WRJV Agreement
has been accounted for as an asset acquisition with share based
consideration. DMC has recorded a total acquisition value of
$17,688,000, including transaction costs of $457,000. The total
acquisition value includes $17,529,000 of share based consideration
which has been valued using Denison’s closing share price on
October 26, 2018 of $0.70 per share.
Waterbury
Lake
In 2018, the
Company increased its interest in the Waterbury Lake property from
64.22% to 65.92% and further increased it again in 2019 to 66.57%
under the terms of the dilution provisions in the agreements
governing the project (see note 24).
Hook
Carter
In November 2016,
Denison completed the purchase of an 80% interest in the
Hook-Carter property, located in the southwestern portion of the
Athabasca Basin region in northern Saskatchewan, from ALX Uranium
Corp (“ALX”), with ALX retaining a 20%
interest.
Under terms in
the agreement, Denison agreed to fund ALX’s share of the
first $12,000,000 in expenditures on the property. As at December
31, 2019, the Company has spent $6,712,000 towards ALX’s
carried interest on the project since its acquisition in November
2016 (December 31, 2018: $4,926,000).
Moon Lake
South
In January 2016,
the Company entered into an option agreement with CanAlaska Uranium
Ltd (“CanAlaska”) to earn an interest in
CanAlaska’s Moon Lake South project located in the Athabasca
Basin in Saskatchewan.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Under the terms
of the option, Denison can earn an initial 51% interest in the
project by spending $200,000 by December 31, 2017 and it can
increase its interest to 75% by spending an additional $500,000 by
December 31, 2020.
As at December
31, 2019, the Company has spent $579,000 under the option and has
earned a 51% interest in the project.
Moore Lake
In August 2016,
the Company completed an agreement to option its then 100% interest
in the Moore Lake property to Skyharbour Resources Ltd
(“Skyharbour”) in exchange for cash ($500,000 over 5
years), stock (4,500,000 common shares of Skyharbour) and
exploration spending commitments ($3,500,000 over 5 years). Denison
received 4,500,000 common shares of Skyharbour on
closing.
In August 2018,
Denison received the final $300,000 of cash consideration from
Skyharbour, completing all of the commitments required under the
option agreement. In conjunction with the final cash payment
received, Denison recognized a recovery of $212,000 as a reduction
of the remaining carrying value of the property, a gain on disposal
of $88,000 and transferred its 100% ownership interest in Moore
Lake to Skyharbour.
Under the terms
of the option agreement, Denison has various back-in rights to
re-acquire a 51% interest in the Moore Lake property. In August
2018, Skyharbour achieved the required $3,500,000 in expenditures
on the project to trigger the first stage buyback option, which
Denison elected not to exercise. Denison retains a second stage
buyback option on the property until a further $3,000,000 in
expenditures have been incurred on the project by
Skyharbour.
Under the terms
of the option agreement, Denison is also entitled to nominate a
member to Skyharbour’s Board of Directors for as long as
Denison maintains a minimum ownership position of 5%. As at
December 31, 2019, Denison’s ownership interest in Skyharbour
is approximately 7.17% (December 31, 2018: 8.49%).
Murphy
Lake
In November 2019,
Denison completed an agreement with Eros Resources Corp
(“Eros”) to acquire Eros’s minority interest in
the Murphy Lake project. Denison acquired Eros’s 17.42%
minority interest in Murphy Lake in exchange for the issuance of
32,262 common shares of DMC and the granting of a 1.5% net smelter
return royalty on the project. Denison’s interest in Murphy
Lake is now 100%.
Eros’s
minority interest acquired by Denison has been accounted for as an
asset acquisition with share based consideration. Denison has
recorded a total acquisition value of $40,000, which includes
transaction costs of $21,000 and $19,000 of share based
consideration which has been fair valued using Denison’s
closing share price on November 28, 2019 of $0.58 per
share
Other
Properties
In December 2018,
due to the Company’s then current intention to let various
claims on three of its Canadian properties lapse in the normal
course, the Company has recognized impairment charges of
$6,097,000. The impairment charge was recognized within the Mining
Segment. The remaining recoverable amount of these three properties
was estimated to be $1,208,000 which reflected the results of a
market-based fair value less costs of disposal assessment completed
using both observable and unobservable inputs, including market
valuations for recent uranium property transactions, the
Company’s proprietary data about its properties and
management’s interpretation of that data. The Company
classified its valuation within Level 3 of the fair value
hierarchy. A value in use calculation was not applicable as the
Company did not have any expected cash flows from using these
properties at this time.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
13. DEFERRED
REVENUE
The deferred
revenue balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Deferred revenue
– pre-sold toll milling:
|
|
|
|
|
|
|
CLJV Toll Milling
- APG
|
|
|
$
|
36,321
|
$
|
37,727
|
|
|
|
$
|
36,321
|
$
|
37,727
|
Deferred
revenue-by balance sheet presentation:
|
|
|
|
|
Current
|
|
|
$
|
4,580
|
$
|
4,567
|
Non-current
|
|
|
|
31,741
|
|
33,160
|
|
|
|
$
|
36,321
|
$
|
37,727
|
The deferred
revenue liability continuity summary is as follows:
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Balance-January
1
|
|
|
$
|
37,727
|
$
|
38,652
|
Revenue earned
during the period (note 23)
|
|
|
|
(4,609)
|
|
(4,239)
|
Accretion
|
|
|
|
3,203
|
|
3,314
|
Balance-December
31
|
|
|
$
|
36,321
|
$
|
37,727
|
Arrangement
with Anglo Pacific Group PLC
In February 2017,
Denison closed an arrangement with APG under which Denison received
an upfront payment of $43,500,000 in exchange for its right to
receive future toll milling cash receipts from the MLJV under the
current toll milling agreement with the 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
discounted at a rate of 8.50%.
The APG
Arrangement represents a contractual obligation of Denison to pay
onward to APG any cash proceeds of future toll milling revenue
earned by the Company related to the processing of the specified
Cigar Lake ore through the McClean Lake mill. At closing, the
Company made payments to APG of $3,520,000, representing the Cigar
Lake toll milling cash receipts received by Denison in respect of
toll milling activity for the period from July 1, 2016 through
January 31, 2017, and reflected those amounts as a reduction of the
initial upfront amount received, thereby reducing the initial
deferred revenue balance to $39,980,000 at the transaction
date.
In connection
with the closing of the APG Arrangement, Denison reimbursed APG for
USD$100,000 in due diligence costs and granted 1,673,077 share
purchase warrants to APG in satisfaction of a $435,000 arrangement
fee payable. The fair value of the warrants was determined using
the Black-Scholes option pricing model with the following
assumptions: risk-free rate of 0.91%, expected stock price
volatility of 51.47%, expected life of 3.0 years and expected
dividend yield of nil$. The warrants have an exercise price of
$1.27 per share and will be exercisable for a period of 3 years
from the date of closing of the financing (see note 19). In
addition, the terms of the BNS Letters of Credit Facility between
BNS and Denison were amended to reflect certain changes required to
facilitate an Intercreditor Agreement between APG, BNS and Denison
(see note 16).
In 2018, the
Company has recognized $4,239,000 of toll milling revenue from the
draw-down of deferred revenue, based on Cigar Lake toll milling
production of 18,018,000 pounds U3O8 (100% basis). The
drawdown in 2018 includes a cumulative decrease in revenue for
prior periods of $332,000 resulting from changes in estimates to
the toll milling drawdown rate in the first quarter of
2018.
In 2019, the
Company has recognized $4,609,000 of toll milling revenue from the
draw-down of deferred revenue, based on Cigar Lake toll milling
production of 18,012,000 pounds U3O8 (100% basis). The
drawdown in 2019 includes a cumulative increase in revenue for
prior periods of $26,000 resulting from changes in estimates to the
toll milling drawdown rate in the first quarter of
2019.
14. POST-EMPLOYMENT
BENEFITS
The Company
provides post-employment benefits for former Canadian employees who
retired on immediate pension prior to 1997.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
The
post-employment benefits provided include life insurance and
medical and dental benefits as set out in the applicable group
policies. No post-employment benefits are provided to employees
outside the employee group referenced above. The post-employment
benefit plan is not funded.
The effective
date of the most recent actuarial valuation of the accrued benefit
obligation is October 1, 2016. The amount accrued is based on
estimates provided by the plan administrator which are based on
past experience, limits on coverage as set out in the applicable
group policies and assumptions about future cost trends. The
significant assumptions used in the most recent valuation are
listed below:
●
Discount rate of
3.10%;
●
Medical cost increase trend
rates of 7.00% per year in 2017, grading down by 0.125% per year to
4.625% in 2036 and using a rate at 4.00% per year thereafter;
and
●
Dental cost increase trend
rates of 4.00% per year for ten years, followed by 3.50% for the
next ten years and 3.00% per year thereafter.
The
post-employment benefits balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Accrued benefit
obligation
|
|
|
$
|
2,258
|
$
|
2,295
|
|
|
|
$
|
2,258
|
$
|
2,295
|
|
|
|
|
|
|
|
Post-employment
benefits-by balance sheet presentation:
|
|
|
|
|
Current
|
|
|
$
|
150
|
$
|
150
|
Non-current
|
|
|
|
2,108
|
|
2,145
|
|
|
|
$
|
2,258
|
$
|
2,295
|
The
post-employment benefits continuity summary is as
follows:
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Balance-January
1
|
|
|
$
|
2,295
|
$
|
2,365
|
Accretion
|
|
|
|
70
|
|
72
|
Benefits
paid
|
|
|
|
(107)
|
|
(142)
|
Balance-December
31
|
|
|
$
|
2,258
|
$
|
2,295
|
15. RECLAMATION
OBLIGATIONS
The reclamation
obligations balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Reclamation
obligations-by item:
|
|
|
|
|
|
|
Elliot
Lake
|
|
|
$
|
17,987
|
$
|
17,205
|
McClean and
Midwest Joint Ventures
|
|
|
|
14,503
|
|
12,837
|
Other
|
|
|
|
22
|
|
22
|
|
|
|
$
|
32,512
|
$
|
30,064
|
|
|
|
|
|
|
|
Reclamation
obligations-by balance sheet presentation:
|
|
|
|
|
Current
|
|
|
$
|
914
|
$
|
877
|
Non-current
|
|
|
|
31,598
|
|
29,187
|
|
|
|
$
|
32,512
|
$
|
30,064
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
The reclamation
obligations continuity summary is as follows:
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Balance-January
1
|
|
|
$
|
30,064
|
$
|
28,509
|
Accretion
|
|
|
|
1,361
|
|
1,316
|
Expenditures
incurred
|
|
|
|
(855)
|
|
(755)
|
Liability
adjustments-income statement (note 22)
|
|
|
|
845
|
|
369
|
Liability
adjustments-balance sheet (note 12)
|
|
|
|
1,097
|
|
625
|
Balance-December
31
|
|
|
$
|
32,512
|
$
|
30,064
|
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 remaining provision is for
the estimated cost of monitoring the Tailings Management Areas at
the Denison and Stanrock sites and for treatment of water
discharged from these areas. The Company conducts its activities at
both sites pursuant to licenses issued by the Canadian Nuclear
Safety Commission (“CNSC”). The above accrual
represents the Company’s best estimate of the present value
of the total future reclamation cost, based on assumptions as to
what levels of treatment will be required in the future, discounted
at 4.16% (2018: 4.53%). As at December 31, 2019, the undiscounted
amount of estimated future reclamation costs, in current year
dollars, is $31,604,000 (December 31, 2018: $32,957,000). Revisions
to the reclamation liability for Elliot Lake are recognized in the
income statement as there is no net reclamation asset associated
with this site.
Spending on
restoration activities at the Elliot Lake site is funded by the
Elliot Lake Reclamation Trust fund (see note 11).
Site
Restoration: McClean Lake Joint Venture and Midwest Joint
Venture
The McClean Lake
and Midwest operations are subject to environmental regulations as
set out by the Saskatchewan government and the CNSC. Cost estimates
of the estimated future decommissioning and reclamation activities
are prepared periodically and filed with the applicable regulatory
authorities for approval. The above accrual represents the
Company’s best estimate of the present value of the future
reclamation cost contemplated in these cost estimates discounted at
4.16% (2018: 4.53%). As at December 31, 2019, the undiscounted
amount of estimated future reclamation costs, in current year
dollars, is $23,685,000 (December 31, 2018: $23,275,000). The
majority of the reclamation costs are expected to be incurred
between 2036 and 2054. Revisions to the reclamation liabilities for
McClean Lake and Midwest are recognized on the balance sheet as
adjustments to the net reclamation assets associated with the
sites.
Under the Mineral
Industry Environmental Protection Regulations (1996), the Company
is required to provide its pro-rata share of financial assurances
to the province of Saskatchewan based on periodic filings of
estimated reclamation plans and the associated undiscounted future
reclamation costs included therein. Accordingly, as at December 31,
2019, the Company has in place irrevocable standby letters of
credit, from a chartered bank, in favour of the Saskatchewan
Ministry of the Environment, totalling $24,135,000 which relate to
the most recently filed reclamation plan dated March
2016.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
16. OTHER
LIABILITIES
The other
liabilities balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Debt
obligations:
|
|
|
|
|
|
|
Lease
obligations
|
|
|
$
|
739
|
$
|
-
|
Loan
obligations
|
|
|
|
263
|
|
-
|
Flow-through
share premium obligation (note 18)
|
|
|
|
902
|
|
1,337
|
|
|
|
$
|
1,904
|
$
|
1,337
|
|
|
|
|
|
|
|
Other
liabilities-by balance sheet presentation:
|
|
|
|
|
|
|
Current
|
|
|
$
|
1,372
|
$
|
1,337
|
Non-current
|
|
|
|
532
|
|
-
|
|
|
|
$
|
1,904
|
$
|
1,337
|
Debt
Obligations
At December 31,
2019, the Company’s debt obligations are comprised of lease
liabilities associated with the new accounting required under IFRS
16 and loan liabilities. The debt obligations continuity summary is
as follows:
|
|
|
Lease
|
|
Loan
|
|
Total
Debt
|
(in
thousands)
|
|
|
|
Liabilitites
|
|
Liabilities
|
|
Obligations
|
|
|
|
|
|
|
|
|
|
Balance –
December 31, 2018
|
|
|
$
|
-
|
$
|
-
|
$
|
-
|
Adoption of IFRS
16 (note 5)
|
|
|
|
944
|
|
-
|
|
944
|
Accretion
|
|
|
|
76
|
|
-
|
|
76
|
Additions
|
|
|
|
38
|
|
632
|
|
670
|
Repayments
|
|
|
|
(293)
|
|
(369)
|
|
(662)
|
Liability
adjustment gain (note 22)
|
|
|
|
(26)
|
|
-
|
|
(26)
|
Balance
– December 31, 2019
|
|
|
$
|
739
|
$
|
263
|
$
|
1,002
|
Debt
Obligations – Scheduled Maturities
The following
table outlines the Company’s scheduled maturities of its debt
obligations at December 31, 2019:
|
|
|
Lease
|
|
Loan
|
|
Total
Debt
|
(in thousands of
CAD dollars)
|
|
|
|
Liabilitites
|
|
Liabilities
|
|
Obligations
|
|
|
|
|
|
|
|
|
|
Maturity analysis
– contractual undiscounted cash flows:
|
|
|
|
|
|
|
Next 12
months
|
|
|
$
|
235
|
$
|
235
|
$
|
470
|
One to five
years
|
|
|
|
571
|
|
35
|
|
606
|
More than five
years
|
|
|
|
93
|
|
-
|
|
93
|
Total obligation
– end of period - undiscounted
|
|
|
|
899
|
|
270
|
|
1,169
|
Present value
discount adjustment
|
|
|
|
(160)
|
|
(7)
|
|
(167)
|
Total
obligation – end of period - discounted
|
|
|
$
|
739
|
$
|
263
|
$
|
1,002
|
Letters of
Credit Facility
In 2019, the
Company had a facility in place with BNS for credit of up to
$24,000,000 with a one year term and a maturity date of January 31,
2020 (the “2019 Facility”). Use of the 2019 Facility is
restricted to non-financial letters of credit in support of
reclamation obligations.
The 2019 Facility
contains a covenant to maintain a level of tangible net worth
greater than or equal to the sum of $131,000,000 and a pledge of
$9,000,000 in restricted cash and investments as collateral for the
facility (see note 11). As additional security for the 2019
Facility, DMC has provided an unlimited full recourse guarantee and
a pledge of all of the shares of DMI. DMI has provided a
first-priority security interest in all present and future personal
property and an assignment of its rights and interests under all
material agreements relative to the McClean Lake and Midwest
projects. The 2019 Facility is subject to letter of credit fees of
2.40% (0.40% on the first $9,000,000) and standby fees of
0.75%.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
At December 31,
2019, the Company was in compliance with its 2019 Facility
covenants and $24,000,000 of the 2019 Facility was being utilized
as collateral for certain letters of credit (December 31, 2018 -
$24,000,000). During 2019, the Company incurred letter of credit
and standby fees of $397,000 (2018 - $397,000).
In January 2020,
the Company has entered into an agreement with BNS to amend the
terms of the 2019 Facility to extend the maturity date to January
31, 2021 (see note 28).
17. INCOME
TAXES
The income tax
recovery balance from continuing operations consists
of:
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Deferred income
tax:
|
|
|
|
|
|
|
Origination of
temporary differences
|
|
|
$
|
4,940
|
$
|
4,520
|
Tax
benefit-previously unrecognized tax assets
|
|
|
|
1,326
|
|
3,852
|
Prior year over
(under) provision
|
|
|
|
(890)
|
|
(78)
|
|
|
|
|
5,376
|
|
8,294
|
Income tax
recovery
|
|
|
$
|
5,376
|
$
|
8,294
|
The Company
operates in multiple industries and jurisdictions, and the related
income is subject to varying rates of taxation. The combined
Canadian tax rate reflects the federal and provincial tax rates in
effect in Ontario, Canada for each applicable year. A
reconciliation of the combined Canadian tax rate to the
Company’s effective rate of income tax is as
follows:
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Loss before
taxes
|
|
|
$
|
(23,517)
|
$
|
(38,371)
|
Combined Canadian
tax rate
|
|
|
|
26.50%
|
|
26.50%
|
Income tax
recovery at combined rate
|
|
|
|
6,232
|
|
10,168
|
|
|
|
|
|
|
|
Difference in tax
rates
|
|
|
|
2,048
|
|
7,573
|
Non-deductible
amounts
|
|
|
|
(2,675)
|
|
(5,996)
|
Non-taxable
amounts
|
|
|
|
2,362
|
|
1,439
|
Previously
unrecognized deferred tax assets (1)
|
|
|
|
1,326
|
|
3,852
|
Renunciation of
tax attributes-flow through shares
|
|
|
|
(403)
|
|
(1,589)
|
Change in
deferred tax assets not recognized
|
|
|
|
(2,476)
|
|
(7,488)
|
Change in tax
rates, legislation
|
|
|
|
(81)
|
|
-
|
Prior year over
(under) provision
|
|
|
|
(890)
|
|
(78)
|
Other
|
|
|
|
(67)
|
|
413
|
Income tax
recovery
|
|
|
$
|
5,376
|
$
|
8,294
|
(1)
The Company has recognized
certain previously unrecognized Canadian tax assets in 2019 and
2018 as a result of the renunciation of certain tax benefits to
subscribers pursuant to its November 2018 $5,000,000 and March 2017
$14,499,790 flow-through share offerings.
The deferred
income tax assets (liabilities) balance reported on the balance
sheet is comprised of the temporary differences as presented
below:
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Deferred income
tax assets:
|
|
|
|
|
|
|
Property, plant
and equipment, net
|
|
|
$
|
387
|
$
|
381
|
Post-employment
benefits
|
|
|
|
590
|
|
600
|
Reclamation
obligations
|
|
|
|
9,561
|
|
8,798
|
Tax loss carry
forwards
|
|
|
|
15,827
|
|
13,346
|
Other
|
|
|
|
8,537
|
|
8,164
|
Deferred income
tax assets-gross
|
|
|
|
34,902
|
|
31,289
|
Set-off against
deferred income tax liabilities
|
|
|
|
(34,902)
|
|
(31,289)
|
Deferred income
tax assets-per balance sheet
|
|
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
Deferred income
tax liabilities:
|
|
|
|
|
|
|
Inventory
|
|
|
$
|
(742)
|
$
|
(742)
|
Property, plant
and equipment, net
|
|
|
|
(41,949)
|
|
(42,307)
|
Other
|
|
|
|
(1,135)
|
|
(1,203)
|
Deferred income
tax liabilities-gross
|
|
|
|
(43,826)
|
|
(44,252)
|
Set-off of
deferred income tax assets
|
|
|
|
34,902
|
|
31,289
|
Deferred income
tax liabilities-per balance sheet
|
|
|
$
|
(8,924)
|
$
|
(12,963)
|
The deferred
income tax liability continuity summary is as follows:
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Balance-January
1
|
|
|
$
|
(12,963)
|
$
|
(17,422)
|
Recognized in
income (loss)
|
|
|
|
5,376
|
|
8,294
|
Recognized in
other liabilities (flow-through shares)
|
|
|
|
(1,337)
|
|
(3,835)
|
Balance-December
31
|
|
|
$
|
(8,924)
|
$
|
(12,963)
|
Management
believes that it is not probable that sufficient taxable profit
will be available in future years to allow the benefit of the
following deferred tax assets to be utilized:
|
|
|
|
At
December 31
|
|
At
December 31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Deferred income
tax assets not recognized
|
|
|
|
|
|
|
Property, plant
and equipment
|
|
|
$
|
7,344
|
$
|
10,439
|
Tax losses
– capital
|
|
|
|
66,783
|
|
66,527
|
Tax losses
– operating
|
|
|
|
35,904
|
|
29,220
|
Tax
credits
|
|
|
|
1,126
|
|
1,126
|
Other deductible
temporary differences
|
|
|
|
1,571
|
|
2,220
|
Deferred income
tax assets not recognized
|
|
|
$
|
112,728
|
$
|
109,532
|
The expiry dates
of the Company’s Canadian tax losses and credits is as
follows:
|
|
Expiry
|
|
At
December 31
|
|
At
December 31
|
(in
thousands)
|
|
Date
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Tax losses -
gross
|
|
2025-2039
|
$
|
192,197
|
$
|
158,437
|
|
|
|
|
|
|
|
Tax benefit at
tax rate of 26% - 27%
|
|
|
|
51,731
|
|
42,566
|
Set-off against
deferred tax liabilities
|
|
|
|
(15,827)
|
|
(13,346)
|
Total tax loss
assets not recognized
|
|
|
$
|
35,904
|
$
|
29,220
|
|
|
|
|
|
|
|
Tax
credits
|
|
2025-2035
|
|
1,126
|
|
1,126
|
Total tax credit
assets not recognized
|
|
|
$
|
1,126
|
$
|
1,126
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
18. 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
|
|
|
(in thousands
except share amounts)
|
Shares
|
|
|
|
|
|
|
Balance-January
1, 2018
|
559,183,209
|
$
|
1,310,473
|
Issued for
cash:
|
|
|
|
Share issue
proceeds
|
4,950,495
|
|
5,000
|
Share issue
costs
|
-
|
|
(451)
|
Acquisition-Wheeler River
additional interest (note 12)
|
24,615,000
|
|
17,231
|
Acquisition-Wheeler River
additional interest–transaction costs (note 12)
|
426,382
|
|
298
|
Flow-through
share premium liability (note 16)
|
-
|
|
(1,337)
|
|
29,991,877
|
|
20,741
|
Balance-December
31, 2018
|
589,175,086
|
$
|
1,331,214
|
|
|
|
|
Issued for
cash:
|
|
|
|
Share issue
proceeds
|
6,934,500
|
|
4,715
|
Share issue
costs
|
-
|
|
(423)
|
Share option
exercises
|
663,150
|
|
405
|
Share option
exercises-fair value adjustment
|
-
|
|
140
|
Share unit
exercises-fair value adjustment
|
433,333
|
|
299
|
Acquisition-Murphy Lake
additional interest (note 12)
|
32,262
|
|
19
|
Flow-through
share premium liability (note 16)
|
-
|
|
(902)
|
Share
cancellations
|
(46,178)
|
|
-
|
|
8,017,067
|
|
4,253
|
Balance-December
31, 2019
|
597,192,153
|
$
|
1,335,467
|
Share
Issues
In November 2018,
Denison completed a private placement of 4,950,495 flow-through
common shares at a price of $1.01 per share for gross proceeds of
$5,000,000. The income tax benefits of this issue were renounced to
subscribers with an effective date of December 31, 2018. The
related flow-through share premium liabilities are included as a
component of other liabilities on the balance sheet at December 31,
2018 and were extinguished during 2019 (see note 16).
In December 2019,
Denison completed a private placement of 6,934,500 flow-through
common shares at a price of $0.68 per share for gross proceeds of
$4,715,460. The income tax benefits of this issue were renounced to
subscribers with an effective date of December 31, 2019. The
related flow-through share premium liabilities are included as a
component of other liabilities on the balance sheet at December 31,
2019 and will be extinguished during 2020 when the tax benefit is
renounced to the shareholders (see note 16).
Share
Cancellations
In February 2019,
46,178 shares were cancelled in connection with the January 2013
acquisition of JNR Resources Inc (“JNR”). JNR
shareholders were entitled to exchange their JNR shares for shares
of Denison in accordance with the share exchange ratio established
for the acquisition. In January 2019, this right expired and the
un-exchanged shares for which shareholders had not elected to
exercise their exchange rights were subsequently
cancelled.
Flow-Through
Share Issues
The Company
finances a portion of its exploration programs through the use of
flow-through share issuances. Canadian income tax deductions
relating to these expenditures are claimable by the investors and
not by the Company.
As at December
31, 2019, the Company has satisfied its obligation to spend
$5,000,000 on eligible exploration expenditures by the end of
fiscal 2019 as a result of the issuance of flow-through shares in
November 2018.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
The Company
renounced the income tax benefits of this issue in February 2019,
with an effective date of renunciation to its subscribers of
December 31, 2018. In conjunction with the renunciation, the
flow-through share premium liability at December 31, 2018 was
extinguished and recognized as part of the deferred tax recovery in
2019 (see note 17).
As at December
31, 2019, the Company estimates that it incurred $120,000 of
expenditures towards its obligation to spend $4,715,000 on eligible
exploration expenditures by the end of fiscal 2020 as a result of
the issuance of flow-through shares in December 2019.
19. SHARE
PURCHASE WARRANTS
A continuity
summary of the issued and outstanding share purchase warrants in
terms of common shares of the Company and the associated dollar
amounts is presented below:
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Average
|
|
Number
of
|
|
|
|
|
|
|
Exercise
|
|
Common
|
|
Fair
|
|
|
|
|
Price
Per
|
|
Shares
|
|
Value
|
(in
thousands except share amounts)
|
|
Share
(CAD)
|
|
Issuable
|
|
Amount
|
|
|
|
|
|
|
|
|
|
Balance-December
31, 2018 and 2019
|
$
|
1.27
|
|
1,673,077
|
$
|
435
|
|
|
|
|
|
|
|
Share purchase
warrants – by series:
|
|
|
|
|
|
|
February 2017
warrants
|
$
|
1.27
|
|
1,673,077
|
$
|
435
|
The February 2017
warrants were issued in conjunction with the APG Arrangement (see
note 13) and they expired on February 14, 2020
unexercised.
20. SHARE-BASED
COMPENSATION
The
Company’s share based compensation arrangements include share
options, restricted share units (“RSUs”) and
performance share units (“PSUs”).
A summary of
share based compensation expense recognized in the statement of
income (loss) is as follows:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Share based
compensation expense for:
|
|
|
|
|
|
|
|
|
Share
options
|
|
|
|
|
$
|
(776)
|
$
|
(1,051)
|
RSUs
|
|
|
|
|
|
(1,043)
|
|
(337)
|
PSUs
|
|
|
|
|
|
(403)
|
|
(447)
|
Share
based compensation expense
|
|
|
|
|
$
|
(2,222)
|
$
|
(1,835)
|
At December 31,
2019, an additional $1,483,000 in share-based compensation expense
remains to be recognized up until April 2023.
Share
Options
The
Company’s stock-based compensation plan (the
“Plan”) provides for the granting of share options up
to 10% of the issued and outstanding common shares at the time of
grant, subject to a maximum of 39,670,000 common shares. As at
December 31, 2019, an aggregate of 21,900,093 options (December 31,
2018: 21,274,893) have been granted (less cancellations) since the
Plan’s inception in 1997.
Under the Plan,
all share options are granted at the discretion of the
Company’s board of directors, including any vesting
provisions if applicable. The term of any share option granted may
not exceed ten years and the exercise price may not be lower than
the closing price of the Company’s shares on the last trading
day immediately preceding the date of grant. In general, share
options granted under the Plan have five year terms and vesting
periods up to 24 months.
A continuity
summary of the share options of the Company granted under the Plan
for 2019 and 2018 is presented below:
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
2019
|
|
2018
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
Exercise
|
|
|
|
Exercise
|
|
|
Number
of
Common
|
|
Price
per
Share
|
|
Number
of
Common
|
|
Price
per
Share
|
|
|
Shares
|
|
(CAD)
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
Share options
outstanding – January 1
|
|
13,865,193
|
$
|
0.83
|
|
11,799,650
|
$
|
0.94
|
Grants
|
|
3,005,000
|
|
0.67
|
|
3,427,543
|
|
0.61
|
Exercises
(1)
|
|
(663,150)
|
|
0.61
|
|
-
|
|
-
|
Expiries
|
|
(866,000)
|
|
1.81
|
|
(816,000)
|
|
1.30
|
Forfeitures
|
|
(1,513,800)
|
|
0.79
|
|
(546,000)
|
|
0.90
|
Share options
outstanding – December 31
|
|
13,827,243
|
$
|
0.75
|
|
13,865,193
|
$
|
0.83
|
Share
options exercisable – December 31
|
|
9,747,721
|
$
|
0.80
|
|
7,439,950
|
$
|
0.93
|
(1)
The weighted average share
price at the date of exercise was CAD$0.70.
A summary of the
Company’s share options outstanding at December 31, 2019 is
presented below:
|
|
|
|
|
Weighted
|
|
|
|
Weighted-
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
Remaining
|
|
|
|
Exercise
|
Range of
Exercise
|
|
|
|
|
Contractual
|
|
Number
of
|
|
Price
per
|
Prices per
Share
|
|
|
|
|
Life
|
|
Common
|
|
Share
|
(CAD)
|
|
|
|
|
(Years)
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
|
Stock options
outstanding
|
|
|
|
|
|
|
$ 0.50 to $
0.74
|
|
3.08
|
|
7,390,643
|
$
|
0.63
|
$ 0.75 to $
0.99
|
|
|
|
|
2.19
|
|
5,332,600
|
|
0.85
|
$ 1.00 to $
1.39
|
|
|
|
|
0.19
|
|
1,104,000
|
|
1.09
|
Stock options
outstanding - December 31, 2019
|
|
2.51
|
|
13,827,243
|
$
|
0.75
|
Options
outstanding at December 31, 2019 expire between March 2020 and
November 2024.
The fair value of
each option granted is estimated on the date of grant using the
Black-Scholes option pricing model. The following table outlines
the range of assumptions used in the model to determine the fair
value of options granted:
|
|
2019
|
|
2018
|
|
|
|
|
|
Risk-free
interest rate
|
|
1.31% -
1.65%
|
|
2.02% -
2.12%
|
Expected stock
price volatility
|
|
43.86% -
49.46%
|
|
43.17% -
48.39%
|
Expected
life
|
|
3.4 to 3.5
years
|
|
3.4 to 3.5
years
|
Estimated
forfeiture rate
|
|
2.82% -
3.12%
|
|
2.86% -
3.01%
|
Expected dividend
yield
|
|
–
|
|
–
|
Fair value
per option granted
|
CAD$0.19 -
CAD$0.26
|
|
CAD$0.22 -
CAD$0.23
|
The fair values
of share options with vesting provisions are amortized on a graded
method basis as share-based compensation expense over the
applicable vesting periods.
Share
Units
The Company has a
share unit plan which provides for the granting of share unit
awards to directors, officers and employees of the Company. The
maximum number of share units that are issuable under the share
unit plan is 15,000,000. Each share unit represents the right to
receive one common share from treasury, subject to the satisfaction
of various time and / or performance conditions.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Under the plan,
all share unit grants, vesting periods and performance conditions
therein are approved by the Company’s board of directors.
Share unit grants are either in the form of RSUs or PSUs. RSUs
granted in 2018 and 2019 vest ratably over a period of three years.
PSUs granted in 2018 vest ratably over a period of five years,
based upon the achievement of certain non-market performance
vesting conditions and PSUs granted in 2019 vest ratably over a
period of four years.
A continuity
summary of the RSUs of the Company granted under the share unit
plan for 2019 and 2018 is presented below:
|
|
2019
|
|
2018
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
Number
of
|
|
Fair
Value
|
|
Number
of
|
|
Fair
Value
|
|
|
Common
|
|
Per
RSU
|
|
Common
|
|
Per
RSU
|
|
|
Shares
|
|
(CAD)
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
RSUs outstanding
– January 1
|
|
1,200,432
|
$
|
0.65
|
|
-
|
$
|
-
|
Grants
|
|
1,927,000
|
|
0.73
|
|
1,299,432
|
|
0.65
|
Exercises
|
|
(373,333)
|
|
0.70
|
|
-
|
|
-
|
Forfeitures
|
|
-
|
|
-
|
|
(99,000)
|
|
0.65
|
RSUs outstanding
– December 31
|
|
2,754,099
|
$
|
0.70
|
|
1,200,432
|
$
|
0.65
|
RSUs
vested – December 31
|
|
303,810
|
$
|
0.65
|
|
-
|
$
|
-
|
A continuity
summary of the PSUs of the Company granted under the share unit
plan for 2019 and 2018 is presented below:
|
|
2019
|
|
2018
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
Number
of
|
|
Fair
Value
|
|
Number
of
|
|
Fair
Value
|
|
|
Common
|
|
Per
PSU
|
|
Common
|
|
Per
PSU
|
|
|
Shares
|
|
(CAD)
|
|
Shares
|
|
(CAD)
|
|
|
|
|
|
|
|
|
|
PSUs outstanding
– January 1
|
|
2,200,000
|
$
|
0.65
|
|
-
|
$
|
-
|
Grants
|
|
240,000
|
|
0.69
|
|
2,200,000
|
|
0.65
|
Exercises
|
|
(60,000)
|
|
0.65
|
|
-
|
|
-
|
Forfeitures
|
|
(240,000)
|
|
0.65
|
|
-
|
|
-
|
PSUs outstanding
– December 31
|
|
2,140,000
|
$
|
0.65
|
|
2,200,000
|
$
|
0.65
|
PSUs
vested – December 31
|
|
380,000
|
$
|
0.65
|
|
-
|
$
|
-
|
21. ACCUMULATED
OTHER COMPREHENSIVE INCOME (LOSS)
The accumulated
other comprehensive income balance consists of:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Cumulative
foreign currency translation
|
|
|
$
|
410
|
$
|
403
|
Unamortized
experience gain – post employment liability
|
|
|
|
|
Gross
|
|
|
|
983
|
|
983
|
Tax
effect
|
|
|
|
(259)
|
|
(259)
|
|
|
|
$
|
1,134
|
$
|
1,127
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
22. SUPPLEMENTAL
FINANCIAL INFORMATION
The components of
operating expenses are as follows:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Cost of goods and
services sold:
|
|
|
|
|
|
|
|
|
Operating
Overheads:
|
|
|
|
|
|
|
|
|
Mining, other
development expense
|
|
|
|
|
$
|
(2,709)
|
$
|
(3,695)
|
Milling,
conversion expense
|
|
|
|
|
|
(3,230)
|
|
(3,268)
|
Less
absorption:
|
|
|
|
|
|
|
|
|
- Mineral
properties
|
|
|
|
|
|
61
|
|
50
|
Cost of
services
|
|
|
|
|
|
(8,346)
|
|
(8,420)
|
Inventory-non
cash adjustments
|
|
|
|
|
|
-
|
|
(57)
|
Cost of goods and
services sold
|
|
|
|
|
|
(14,224)
|
|
(15,390)
|
Reclamation asset
amortization
|
|
|
|
|
|
(212)
|
|
(189)
|
Operating
expenses
|
|
|
|
|
$
|
(14,436)
|
$
|
(15,579)
|
The components of
other income (expense) are as follows:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Gains (losses)
on:
|
|
|
|
|
|
|
|
|
Foreign
exchange
|
|
|
|
|
$
|
2
|
$
|
(1)
|
Disposal of
property, plant and equipment
|
|
|
|
|
|
(37)
|
|
(135)
|
Investment fair
value through profit (loss) (note 9)
|
|
|
|
(1,085)
|
|
(5,411)
|
Deconsolidation
of investment in associate (note 10)
|
|
|
|
5,267
|
|
-
|
Reclamation
obligation adjustments (note 15)
|
|
|
|
(845)
|
|
(369)
|
Debt obligation
adjustments (note 16)
|
|
|
|
26
|
|
-
|
Other
|
|
|
|
|
|
(358)
|
|
(318)
|
Other
income (expense)
|
|
|
|
|
$
|
2,970
|
$
|
(6,234)
|
The components of
finance income (expense) are as follows:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
|
|
$
|
594
|
$
|
1,049
|
Interest
expense
|
|
|
|
|
|
(9)
|
|
-
|
Accretion
expense:
|
|
|
|
|
|
|
|
|
Deferred revenue
(note 13)
|
|
|
|
|
|
(3,203)
|
|
(3,314)
|
Post-employment
benefits (note 14)
|
|
|
|
|
|
(70)
|
|
(72)
|
Reclamation
obligations (note 15)
|
|
|
|
(1,361)
|
|
(1,316)
|
Debt
obligations (note 16)
|
|
|
|
(76)
|
|
-
|
Finance
expense, net
|
|
|
|
|
$
|
(4,125)
|
$
|
(3,653)
|
A summary of
depreciation expense recognized in the statement of income (loss)
is as follows:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Mining, other
development expense
|
|
|
|
|
$
|
(3)
|
$
|
(3)
|
Milling,
conversion expense
|
|
|
|
|
|
(3,165)
|
|
(3,264)
|
Cost of
services
|
|
|
|
|
|
(248)
|
|
(233)
|
Exploration and
evaluation
|
|
|
|
|
|
(221)
|
|
(124)
|
General and
administrative
|
|
|
|
|
|
(127)
|
|
(37)
|
Depreciation
expense-gross (note 12)
|
|
|
|
|
$
|
(3,764)
|
$
|
(3,661)
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
A summary of
employee benefits expense recognized in the statement of income
(loss) is as follows:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
Salaries
and short-term employee benefits
|
|
|
|
|
$
|
(8,407)
|
$
|
(8,236)
|
Share-based
compensation (note 20)
|
|
|
|
|
|
(2,222)
|
|
(1,835)
|
Termination
benefits
|
|
|
|
|
|
(633)
|
|
(20)
|
Employee
benefits expense-gross
|
|
|
|
|
$
|
(11,262)
|
$
|
(10,091)
|
A summary of
lease related amounts recognized in the statement of income (loss)
is as follows:
(in
thousands)
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
|
|
|
Accretion
expense on lease liabilities
|
|
|
|
|
|
|
$
|
(76)
|
Expenses
relating to short-term leases
|
|
|
|
|
|
|
|
(5,146)
|
Expenses
relating to non-short term low-value leases
|
|
|
|
|
|
(19)
|
Lease
related expense-gross
|
|
|
|
|
|
|
$
|
(5,241)
|
The change in
non-cash working capital items in the consolidated statements of
cash flows is as follows:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Change in
non-cash working capital items:
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
|
$
|
(201)
|
$
|
968
|
Inventories
|
|
|
|
|
|
232
|
|
(186)
|
Prepaid expenses
and other assets
|
|
|
|
|
|
(160)
|
|
(213)
|
Accounts payable
and accrued liabilities
|
|
|
|
|
|
2,385
|
|
(214)
|
Change
in non-cash working capital items
|
|
|
|
|
$
|
2,256
|
$
|
355
|
The supplemental
cash flow disclosure required for the consolidated statements of
cash flows is as follows:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Supplemental cash
flow disclosure:
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
|
|
|
$
|
(9)
|
$
|
-
|
Income taxes
paid
|
|
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
23. SEGMENTED
INFORMATION
Business
Segments
The Company
operates in three primary segments – the Mining segment, the
Environmental 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 Environmental
Services segment includes the results of the Company’s
environmental services business, the Closed Mines Group. The
Corporate and Other segment includes management fee income earned
from UPC and general corporate expenses not allocated to the other
segments. Management fee income has been included with general
corporate expenses due to the shared infrastructure between the two
activities.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
For the year
ended December 31, 2019, reportable segment results were as
follows:
(in
thousands)
|
|
|
Mining
|
Closed
Mines
Group
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
|
4,609
|
8,974
|
1,966
|
15,549
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(6,090)
|
(8,346)
|
-
|
(14,436)
|
Exploration and
evaluation
|
|
|
(15,238)
|
-
|
-
|
(15,238)
|
General and
administrative
|
|
|
(17)
|
-
|
(7,794)
|
(7,811)
|
|
|
|
(21,345)
|
(8,346)
|
(7,794)
|
(37,485)
|
Segment income
(loss)
|
|
|
(16,736)
|
628
|
(5,828)
|
(21,936)
|
|
|
|
|
|
|
|
Revenues – supplemental:
|
|
|
|
|
|
|
Environmental
services
|
|
|
-
|
8,974
|
-
|
8,974
|
Management
fees
|
|
|
-
|
-
|
1,966
|
1,966
|
Toll milling
services–deferred revenue (note 13)
|
|
4,609
|
-
|
-
|
4,609
|
|
|
|
4,609
|
8,974
|
1,966
|
15,549
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
Property, plant
and equipment
|
|
|
637
|
273
|
38
|
948
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
Cost
|
|
|
99,994
|
4,591
|
908
|
105,493
|
Accumulated
depreciation
|
|
|
(24,349)
|
(3,062)
|
(304)
|
(27,715)
|
Mineral
properties
|
|
|
179,481
|
-
|
-
|
179,481
|
|
|
|
255,126
|
1,529
|
604
|
257,259
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
For the year
ended December 31, 2018, reportable segment results were as
follows:
(in
thousands)
|
|
|
Mining
|
Closed
Mines
Group
|
Corporate
and
Other
|
Total
|
|
|
|
|
|
|
|
Statement of Operations:
|
|
|
|
|
|
|
Revenues
|
|
|
4,239
|
9,298
|
2,013
|
15,550
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Operating
expenses
|
|
|
(7,159)
|
(8,211)
|
(209)
|
(15,579)
|
Exploration and
evaluation
|
|
|
(15,457)
|
-
|
-
|
(15,457)
|
General and
administrative
|
|
|
(17)
|
-
|
(7,172)
|
(7,189)
|
Impairment
expense
|
|
(6,086)
|
-
|
-
|
(6,086)
|
|
|
|
(28,719)
|
(8,211)
|
(7,381)
|
(44,311)
|
Segment income
(loss)
|
|
|
(24,480)
|
1,087
|
(5,368)
|
(28,761)
|
|
|
|
|
|
|
|
Revenues – supplemental:
|
|
|
|
|
|
|
Environmental
services
|
|
|
-
|
9,298
|
-
|
9,298
|
Management
fees
|
|
|
-
|
-
|
2,013
|
2,013
|
Toll milling
services–deferred revenue (note 13)
|
|
4,239
|
-
|
-
|
4,239
|
|
|
|
4,239
|
9,298
|
2,013
|
15,550
|
|
|
|
|
|
|
|
Capital additions:
|
|
|
|
|
|
|
Property, plant
and equipment
|
|
|
19,001
|
95
|
-
|
19,096
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
Plant and
equipment
|
|
|
|
|
|
|
Cost
|
|
|
98,737
|
4,399
|
294
|
103,430
|
Accumulated
depreciation
|
|
|
(20,982)
|
(2,927)
|
(177)
|
(24,086)
|
Mineral
properties
|
|
|
178,947
|
-
|
-
|
178,947
|
|
|
|
256,702
|
1,472
|
117
|
258,291
|
Revenue
Concentration
The
Company’s business is such that, at any given time, it sells
its environmental and other services to a relatively small number
of customers. During 2019, one customer from the corporate and
other segment, three customers from the Closed Mines Group segment
and one customer from the mining segment accounted for
approximately 99% of total revenues consisting of 13%, 56% and 30%
respectively. During 2018, one customer from the corporate and
other segment, three customers from the Closed Mines Group segment
and one customer from the mining segment accounted for
approximately 97% of total revenues consisting of 13%, 57% and 27%
respectively.
Revenue
Commitments
Denison’s
revenue portfolio consists of short and long-term sales
commitments. The following table summarizes the expected future
revenue, by segment, based on the customer contract commitments and
information that exists as at December 31, 2019:
(in
thousands)
|
2020
|
2021
|
2022
|
2023
|
2024
|
There-
after
|
Total
|
|
|
|
|
|
|
|
|
Revenues – by Segment:
|
|
|
|
|
|
|
|
Mining
|
|
|
|
|
|
|
|
Toll milling
services – APG Arrangement
|
4,580
|
4,580
|
4,580
|
4,580
|
4,580
|
42,299
|
65,199
|
Closed Mines
Group
|
|
|
|
|
|
|
|
Environmental
services
|
7,933
|
4,819
|
-
|
-
|
-
|
-
|
12,752
|
Corporate and
Other
|
|
|
|
|
|
|
|
Management
fees
|
2,009
|
2,009
|
2,009
|
2,009
|
502
|
-
|
8,538
|
Total
Revenue Commitments
|
14,522
|
11,408
|
6,589
|
6,589
|
5,082
|
42,299
|
86,489
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
With the
exception of the toll milling services related to the APG
Arrangement, the amounts in the table above represent the estimated
consideration that Denison will be entitled to receive when it
satisfies the remaining performance obligations in its customer
contracts. Various assumptions, consistent with past experience,
have been made where the quantity of the performance obligation may
vary.
The APG
Arrangement toll milling revenue commitment represents the
estimated non-cash amount of the revenue component of the
Company’s deferred revenue balance at December 31, 2019 (see
note 13). The difference between the total revenue commitment
amount above and the liability on the balance sheet represents the
cumulative remaining impact of discounting to the end of the APG
Arrangement contract.
24.
RELATED
PARTY TRANSACTIONS
Uranium
Participation Corporation
The previous
management services agreement with UPC expired on March 31, 2019.
Effective April 1, 2019, a new management services agreement
(“MSA”) was entered into for a term of five years (the
“Term”). Under the MSA, Denison continues to receive
the following management fees from UPC, unchanged from the previous
agreement: a) a base fee of $400,000 per annum, payable in equal
quarterly installments; b) a variable fee equal to (i) 0.3% per
annum of UPC’s total assets in excess of $100 million and up
to and including $500 million, and (ii) 0.2% per annum of
UPC’s total assets in excess of $500 million; c) a fee, at
the discretion of the Board, for on-going monitoring or work
associated with a transaction or arrangement (other than a
financing, or the acquisition of or sale of U3O8 or UF6); and d) a
commission of 1.0% of the gross value of any purchases or sales of
U3O8 or UF6 or gross interest
fees payable to UPC in connection with any uranium loan
arrangements.
The MSA may be
terminated during the Term by Denison upon the provision of 180
days written notice. The MSA may be terminated during the Term by
UPC (i) in the event of a material breach, (ii) within 90 days of
certain events surrounding a change of both of the individuals
serving as Chief Executive Officer and Chief Financial Officer of
UPC, and / or a change of control of Denison, or (iii) upon the
provision of 30 days written notice and, subject to certain
exceptions, a cash payment to Denison of an amount equal to the
base and variable management fees that would otherwise be payable
to Denison (calculated based on UPC’s current uranium
holdings at the time of termination) for the lesser period of a)
three years, or b) the remaining term of the MSA.
The following
transactions were incurred with UPC for the periods
noted:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Management
fees:
|
|
|
|
|
|
|
|
|
Base and variable
fees
|
|
|
|
|
$
|
1,822
|
$
|
1,739
|
Discretionary
fees
|
|
|
|
|
|
-
|
|
50
|
Commission
fees
|
|
|
|
|
|
144
|
|
224
|
|
|
|
|
|
$
|
1,966
|
$
|
2,013
|
At December 31,
2019, accounts receivable includes $236,000 (December 31, 2018:
$303,000) due from UPC with respect to the fees and transactions
indicated above.
Korea
Electric Power Corporation (“KEPCO”) and Korea Hydro
& Nuclear Power (“KHNP”)
In connection
with KEPCO’s investment in Denison in June 2009, KEPCO and
Denison were parties to a strategic relationship agreement. In
December 2016, Denison was notified that KEPCO’s indirect
ownership of Denison’s shares had been transferred from an
affiliate of KEPCO to an affiliate of KEPCO’s wholly-owned
subsidiary, KHNP. In September 2017, Denison and KHNP’s
affiliate entered into an amended and restated strategic
relationship agreement, in large part providing KHNP’s
affiliate with the same rights as those previously given to KEPCO
under the prior agreement, including entitling KHNP’s
affiliate to: (a) subscribe for additional common shares in
Denison’s future public equity offerings; (b) a right of
first opportunity if Denison intends to sell any of its substantial
assets; (c) a right to participate in certain purchases of
substantial assets which Denison proposes to acquire; and (d) a
right to nominate one director to Denison’s board so long as
its share interest in Denison is above 5.0%.
As at December
31, 2019, KEPCO, through its subsidiaries, holds 58,284,000 shares
of Denison representing a share interest of approximately 9.76%.
KHNP Canada Energy Ltd (“KHNP Canada”), a subsidiary of
KHNP, is the holder of the majority of Denison’s
shares.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
KHNP Canada is
also the majority member of the Korea Waterbury Uranium Limited
Partnership (“KWULP”). KWULP is a consortium of
investors that holds the non-Denison owned interests in Waterbury
Lake Uranium Corporation (“WLUC”) and the WLULP,
entities whose key asset is the Waterbury Lake property. At
December 31, 2019, WLUC is owned by Denison (60%) and KWULP (40%)
while the WLULP is owned by Denison (66.57% - limited partner),
KWULP (33.41% - limited partner) and WLUC (0.02% - general
partner). When a spending program is approved, each participant is
required to fund these entities based upon its respective ownership
interest or be diluted accordingly. Spending program approval
requires 75% of the limited partners’ voting
interest.
In January 2014,
Denison agreed to allow KWULP to defer a decision regarding its
funding obligation to WLUC and WLULP until September 30, 2015 and
to not be immediately diluted as per the dilution provisions in the
relevant agreements (“Dilution Agreement”). Instead,
under the Dilution Agreement, dilution would be delayed until
September 30, 2015 and then applied in each subsequent period, if
applicable, in accordance with the original agreements. In
exchange, Denison received authorization to approve spending
programs on the property, up to an aggregate $10,000,000, until
September 30, 2016 without obtaining approval from 75% of the
voting interest. Under subsequent amendments, Denison and KWULP
have agreed to extend Denison’s authorization under the
Dilution Agreement to approve program spending up to an aggregate
$15,000,000 until December 31, 2020.
In 2018, Denison
funded 100% of the approved fiscal 2018 program for Waterbury Lake
and KWULP continued to dilute its interest in the WLULP. As a
result, Denison increased its interest in the WLULP from 64.22% to
65.92%, in two steps, which has been accounted for using effective
dates of May 31, 2018 and October 31, 2018. The increased ownership
interest resulted in Denison recording its increased pro-rata share
of the assets and liabilities of Waterbury Lake, the majority of
which relates to an addition to mineral property assets of
$1,141,000.
In 2019, Denison
funded 100% of the approved fiscal 2019 program for Waterbury Lake
and KWULP continued to dilute its interest in the WLULP. As a
result, Denison increased its interest in the WLULP from 65.92% to
66.57%, in two steps, which has been accounted for using effective
dates of May 31, 2019 and November 30, 2019. The increased
ownership interest resulted in Denison recording its increased
pro-rata share of the assets and liabilities of Waterbury Lake, the
majority of which relates to an addition to mineral property assets
of $448,000.
Other
In December 2018,
the Company lent $250,000 to GoviEx pursuant to a credit agreement
between the parties (see note 7). The loan was unsecured and bore
interest at 7.5% per annum. In April 2019, the loan was repaid in
full, together with interest thereon.
During 2019, the
Company incurred investor relations, administrative service fees
and certain pass-through expenses of $217,000 (2018: $209,000) with
Namdo Management Services Ltd, which shares a common director with
Denison. These services were incurred in the normal course of
operating a public company. At December 31, 2019, an amount of $nil
(December 31, 2018: $nil) was due to this company.
During 2018, the
Company incurred office and certain pass-through expenses of
$81,000 with Lundin S.A, a company which provided office,
administration and other services to the former executive chairman,
other directors and management of Denison. The agreement for the
office and administration services was terminated effective
September 30, 2018.
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:
(in
thousands)
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
|
|
|
|
$
|
(2,024)
|
$
|
(1,759)
|
Share-based
compensation
|
|
|
|
|
|
(1,881)
|
|
(1,522)
|
Termination
benefits
|
|
|
|
|
|
(481)
|
|
-
|
Key
management personnel compensation
|
|
|
|
|
$
|
(4,386)
|
$
|
(3,281)
|
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
25. CAPITAL
MANAGEMENT AND FINANCIAL RISK
Capital
Management
The
Company’s capital includes cash, cash equivalents,
investments in debt instruments, investments in equity instruments
and the current portion of debt obligations. The Company’s
primary objective with respect to its capital management is to
ensure that it has sufficient capital to maintain its ongoing
operations, to provide returns for shareholders and benefits for
other stakeholders and to pursue growth opportunities (refer to
Denison’s Going Concern disclosure in note 2).
Planning, annual
budgeting and controls over major investment decisions are the
primary tools used to manage the Company’s capital. The
Company’s cash is managed centrally and disbursed to the
various business units based on a system of internal controls that
require review and approval of significant expenditures by the
Company’s key decision makers. For example, under the
Company’s delegation of authority guidelines, significant
debt obligations require the approval of both the CEO and the CFO
before they are entered into.
The Company
currently manages its capital by ongoing monitoring and review of
its net cash and investment position, as well as its operating
plans for the current and future periods. The Company’s net
cash and investment position is summarized below:
|
|
|
|
At December
31
|
|
At December
31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Net cash and
investments:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
$
|
8,190
|
$
|
23,207
|
Investments
|
|
|
|
12,104
|
|
2,255
|
Debt
obligations-current (note 16)
|
|
|
|
(470)
|
|
-
|
Net cash and
investments
|
|
|
$
|
19,824
|
$
|
25,462
|
Financial
Risk
The Company
examines the various financial risks to which it is exposed and
assesses the impact and likelihood of those risks. These risks may
include credit risk, liquidity risk, currency risk, interest rate
risk and price risk.
Credit risk is
the risk of loss due to a counterparty’s inability to meet
its obligations under a financial instrument that will result in a
financial loss to the Company. The Company believes that the
carrying amount of its cash and cash equivalents, trade and other
receivables, investments in debt instruments and restricted cash
and investments represents its maximum credit
exposure.
The maximum
exposure to credit risk at the reporting dates is as
follows:
|
|
|
|
At
December 31
|
|
At
December 31
|
(in
thousands)
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
$
|
8,190
|
$
|
23,027
|
Trade and other
receivables
|
|
|
|
4,023
|
|
4,072
|
Investments in
debt instruments
|
|
|
|
-
|
|
-
|
Restricted cash
and investments
|
|
|
|
11,994
|
|
12,255
|
|
|
|
$
|
24,207
|
$
|
39,354
|
The Company
limits cash and cash equivalents, investment in debt instruments
and restricted cash and investment risk by dealing with credit
worthy financial institutions. The majority of the Company’s
normal course trade and other receivables balance relates to a
small number of customers whom have established credit worthiness
with the Company through past dealings.
Liquidity risk is
the risk that the Company will encounter difficulties in meeting
obligations associated with its financial liabilities as they
become due (refer to Denison’s Going Concern disclosure in
note 2). The Company has in place a planning and budgeting process
to help determine the funds required to support the Company’s
normal operating requirements on an ongoing basis.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
The Company
ensures that there is sufficient committed capital to meet its
short-term business requirements, taking into account its
anticipated cash flows from operations, its holdings of cash and
cash equivalents, its financial covenants and its access to credit
and capital markets, if required.
The maturities of
the Company’s financial liabilities at December 31, 2019 are
as follows:
(in
thousands)
|
|
|
|
Within
1
Year
|
|
1
to 5
Years
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
|
|
$
|
7,930
|
$
|
-
|
Debt obligations
(note 16)
|
|
|
|
470
|
|
606
|
|
|
|
$
|
8,400
|
$
|
606
|
Foreign exchange
risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in foreign
exchange rates. As at December 31, 2019, the Company predominantly
operates in Canada and incurs the majority of its operating and
capital costs in Canadian dollars. Some small foreign exchange risk
exists from assets and liabilities that are denominated in a
currency that is not the functional currency for the relevant
subsidiary company but the risk is minimal.
Currently, the
Company does not have any foreign exchange hedge programs in place
and manages its operational foreign exchange requirements through
spot purchases in the foreign exchange markets.
Interest rate
risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market
interest rates. The Company is exposed to interest rate risk on its
liabilities through its outstanding borrowings and on its assets
through its investments in debt instruments. The Company monitors
its exposure to interest rates and has not entered into any
derivative contracts to manage this risk.
The Company is
exposed to equity price risk on its investments in equity
instruments of other exploration and mining companies. The
sensitivity analysis below illustrates the impact of equity price
risk on the equity investments held by the Company at December 31,
2019:
|
|
|
|
|
|
Change
in
|
|
|
|
|
|
|
net
income
|
(in
thousands)
|
|
|
|
|
|
(loss)
|
|
|
|
|
|
|
|
Equity price
risk
|
|
|
|
|
|
|
10% increase in
equity prices
|
|
|
|
|
$
|
1,216
|
10% decrease in
equity prices
|
|
|
|
|
|
(1,216)
|
|
|
|
|
|
|
|
Fair Value
of Financial Instruments
IFRS requires
disclosures about the inputs to fair value measurements, including
their classification within a hierarchy that prioritizes the inputs
to fair value measurement. The three levels of the fair value
hierarchy are:
●
Level 1 - Unadjusted quoted
prices in active markets for identical assets or
liabilities;
●
Level 2 - Inputs other than
quoted prices that are observable for the asset or liability either
directly or indirectly; and
●
Level 3 - Inputs that are not
based on observable market data.
The fair value of
financial instruments which trade in active markets, such as share
and warrant equity instruments, is based on quoted market prices at
the balance sheet date. The quoted market price used to value
financial assets held by the Company is the current closing price.
Warrants that do not trade in active markets have been valued using
the Black-Scholes pricing model. Debt instruments have been valued
using the effective interest rate for the period that the Company
expects to hold the instrument and not the rate to
maturity.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Except as
otherwise disclosed, the fair values of cash and cash equivalents,
trade and other receivables, accounts payable and accrued
liabilities, restricted cash and cash equivalents and debt
obligations approximate their carrying values as a result of the
short-term nature of the instruments, the variable interest rate
associated with the instruments or the fixed interest rate of the
instruments being similar to market rates.
During 2019,
there were no transfers between levels 1, 2 and 3 and there were no
changes in valuation techniques, however, the Company did change
its method of accounting for its GoviEx investment from the equity
method to FVTPL in the fourth quarter of 2019.
The following
table illustrates the classification of the Company’s
financial assets within the fair value hierarchy as at December 31,
2019 and December 31, 2018:
|
|
Financial
|
|
Fair
|
|
December
31,
|
|
December
31,
|
|
|
Instrument
|
|
Value
|
|
2019
|
|
2018
|
(in
thousands)
|
|
Category(1)
|
|
Hierarchy
|
|
Fair
Value
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
Financial
Assets:
|
|
|
|
|
|
|
|
|
Cash and
equivalents
|
|
Category
B
|
|
|
$
|
8,190
|
$
|
23,207
|
Trade and other
receivables
|
|
Category
B
|
|
|
|
4,023
|
|
4,072
|
Investments
|
|
|
|
|
|
|
|
|
Debt
instruments-GICs
|
|
Category
A
|
|
Level
2
|
|
-
|
|
-
|
Equity
instruments-shares
|
|
Category
A
|
|
Level
1
|
|
11,971
|
|
2,007
|
Equity
instruments-warrants
|
|
Category
A
|
|
Level
2
|
|
133
|
|
248
|
Restricted
cash and equivalents
|
|
|
|
|
|
|
|
|
Elliot Lake
reclamation trust fund
|
|
Category
B
|
|
|
|
2,859
|
|
3,120
|
Credit
facility pledged assets
|
|
Category
B
|
|
|
|
9,000
|
|
9,000
|
Reclamation
letter of credit collateral
|
|
Category
B
|
|
|
|
135
|
|
135
|
|
|
|
|
|
$
|
36,311
|
$
|
41,789
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities:
|
|
|
|
|
|
|
|
|
Account
payable and accrued liabilities
|
|
Category
C
|
|
|
|
7,930
|
|
5,554
|
Debt
obligations
|
|
Category
C
|
|
|
|
1,002
|
|
-
|
|
|
|
|
|
$
|
8,932
|
$
|
5,554
|
(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.
26. 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.
Specific
Legal Matters
Mongolia
Mining Division Sale – Arbitration Proceedings with Uranium
Industry a.s
In November 2015,
the Company sold all of its mining assets and operations located in
Mongolia to Uranium Industry a.s (“UI”) pursuant to an
amended and restated share purchase agreement (the “GSJV
Agreement”). The primary assets at that time were the
exploration licenses for the Hairhan, Haraat, Gurvan Saihan and
Ulzit projects. As consideration for the sale per the GSJV
Agreement, the Company received cash consideration of USD$1,250,000
prior to closing and the rights to receive additional contingent
consideration of up to USD$12,000,000.
On September 20,
2016, the Mineral Resources Authority of Mongolia
(“MRAM”) formally issued mining license certificates
for all four projects, triggering Denison’s right to receive
contingent consideration of USD$10,000,000 (collectively, the
“Mining License Receivable”). The original due date for
payment of the Mining License Receivable by UI was November 16,
2016.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
Under an
extension agreement between UI and the Company, the payment due
date of the Mining License Receivable was extended from November
16, 2016 to July 16, 2017 (the “Extension Agreement”).
As consideration for the extension, UI agreed to pay interest on
the Mining License Receivable amount at a rate of 5% per year,
payable monthly up to July 16, 2017 and they also agreed to pay a
USD$100,000 instalment amount towards the balance of the Mining
License Receivable amount. The required payments were not
made.
On February 24,
2017, the Company served notice to UI that it was in default of its
obligations under the GSJV Agreement and the Extension Agreement
and that the Mining License Receivable and all interest payable
thereon are immediately due and payable. On December 12, 2017, the
Company filed a Request for Arbitration between the Company and UI
under the Arbitration Rules of the London Court of International
Arbitration in conjunction with the default of UI’s
obligations under the GSJV and Extension agreements. The three
person arbitration panel was appointed on February 28, 2018.
Hearings in front of the arbitration panel were held in December
2019, and all anticipated formal submissions to the panel have been
made by each party. The arbitration panel’s findings are
expected to be issued in 2020.
Performance
Bonds and Letters of Credit
In conjunction
with various contracts, reclamation and other performance
obligations, the Company may be required to issue performance bonds
and letters of credit as security to creditors to guarantee the
Company’s performance. Any potential payments which might
become due under these items would be related to the
Company’s non-performance under the applicable contract. As
at December 31, 2019, the Company had: (a) outstanding letters of
credit of $24,135,000 for reclamation obligations of which
$24,000,000 is collateralized by the Company’s 2018 credit
facility (see note 16) and the remainder is collateralized by cash
(see note 11); and (b) outstanding performance bonds of $790,000 as
security for various contractual performance
obligations.
27. INTEREST
IN OTHER ENTITIES
The significant
subsidiaries, associates and joint operations of the Company at
December 31, 2019 are listed below. The table also includes
information related to key contractual arrangements associated with
the Company’s mineral property interests that comprise 90.5%
of the December 31, 2019 carrying value of its Mineral Property
assets (see note 13). The company does not have any accounting
joint ventures as defined by IFRS 11.
|
|
|
December
|
December
|
Fiscal
|
|
|
|
Place
|
31,
2019
|
31,
2018
|
2019
|
|
|
|
Of
|
Ownership
|
Ownership
|
Participating
|
Accounting
|
|
|
Business
|
Interest (1)
|
Interest (1)
|
Interest (2)
|
Method
|
Subsidiaries
|
|
|
|
|
|
|
Denison Mines
Inc.
|
|
Canada
|
100.00%
|
100.00%
|
N/A
|
Consolidation
|
Denison AB
Holdings Corp.
|
|
Canada
|
100.00%
|
100.00%
|
N/A
|
Consolidation
|
Denison
Waterbury Corp
|
|
Canada
|
100.00%
|
100.00%
|
N/A
|
Consolidation
|
9373721
Canada Inc.
|
|
Canada
|
100.00%
|
100.00%
|
N/A
|
Consolidation
|
Denison Mines
(Bermuda) I Ltd
|
|
Bermuda
|
100.00%
|
100.00%
|
N/A
|
Consolidation
|
Associates
|
|
|
|
|
|
|
GoviEx
Uranium Inc.
|
|
Africa
|
See
Below
|
16.21%
|
N/A
|
FVTPL/Equity
Method
|
Joint Operations
|
|
|
|
|
|
Waterbury Lake
Uranium Corp
|
|
Canada
|
60.00%
|
60.00%
|
100%
|
Voting Share (3)
|
Waterbury Lake
Uranium LP
|
|
Canada
|
66.57%
|
65.92%
|
100%
|
Voting Share (3)
|
Key Contractual Arrangements
|
|
|
|
|
|
|
Wheeler River
Joint Venture
|
|
Canada
|
90.00%
|
90.00%
|
90.00%
|
Denison Share (3)
|
Midwest Joint
Venture
|
|
Canada
|
25.17%
|
25.17%
|
25.17%
|
Denison Share (3)
|
Mann Lake
Joint Venture
|
|
Canada
|
30.00%
|
30.00%
|
N/A (4)
|
Denison Share (3)
|
Wolly Joint
Venture
|
|
Canada
|
21.89%
|
21.89%
|
N/A (4)
|
Denison Share (3)
|
McClean Lake
Joint Venture
|
|
Canada
|
22.50%
|
22.50%
|
22.50%
|
Denison Share (3)
|
(1)
Ownership Interest represents
Denison’s percentage equity / voting interest in the entity
or contractual arrangement;
(2)
Participating interest
represents Denison’s percentage funding contribution to the
particular joint operation or contractual arrangement. This
percentage can differ from ownership interest in instances where
other parties to the arrangement have carried interests, they are
earning-in to the arrangement, or they are diluting their interest
in the arrangement (provided the arrangement has dilution
provisions therein);
(3)
Denison Share is where
Denison accounts for its share of assets, liabilities, revenues and
expenses in accordance with the specific terms within the
contractual arrangement. – this can be by using either its
ownership interest (i.e. Voting Share) or its participating
interest (i.e. Funding Share), depending on the arrangement terms.
The Voting Share and Funding Share approaches produce the same
accounting result when the Company’s ownership interest and
participating interests are equal;
(4)
The participating interest
for 2019 for these arrangements is shown as Not Applicable as there
were no approved spending programs carried out during fiscal
2019.
|
ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS
|
At December 31,
2019, Denison is using the FVTPL accounting method to account for
its investment in GoviEx – at December 31, 2018, it was using
the equity method (see note 10). Accordingly, at December 31, 2019,
GoviEx is not classified as an “associate” and the
Company’s 15.39% ownership in the Company is not disclosed in
the table above.
WLUC and WLULP
were acquired by Denison as part of the Fission Energy Corp
acquisition in April 2013. Denison uses its equity interest to
account for its share of assets, liabilities, revenues and expenses
for these joint operations. In 2019, Denison funded 100% of the
activities in these joint operations pursuant to the terms of an
agreement that allows it to approve spending for the WLULP without
having the required 75% of the voting interest (see note
24).
28. SUBSEQUENT
EVENTS
Bank of
Nova Scotia Credit Facility Renewal
On January 29,
2020, the Company entered into an amending agreement with BNS to
extend the maturity date of the 2019 Facility (see note 16). Under
the facility amendment, the maturity date has been extended to
January 31, 2021 (the “2020 Facility”). All other
terms of the 2020 Facility (tangible net worth covenant, pledged
cash, investments amounts and security for the facility) remain
unchanged from those of the 2019 Facility, and the Company
continues to have access to credit up to $24,000,000 the use of
which is restricted to non-financial letters of credit in support
of reclamation obligations.
The 2020 Facility
remains subject to letter of credit and standby fees of 2.40%
(0.40% on the first $9,000,000) and 0.75%
respectively.
43
Exhibit
99.4
Consent of Independent Registered Public Accounting
Firm
We hereby
consent to the incorporation by reference in this Annual Report on
Form 40-F for the year ended December 31, 2019 of Denison Mines
Corp. of our report dated March 5, 2020, relating to the
consolidated financial statements and the effectiveness of internal
control over financial reporting, which appears in the Exhibit 99.3
incorporated by reference in this Annual Report on Form
40-F.
We also
consent to the incorporation by reference in the Registration
Statements on Forms S-8 (No. 333-48174, No. 333-148915, No.
333-190121 and 33-224641) of Denison Mines Corp. of our report
dated March 5, 2020 referred to above. We also consent to reference
to us under the heading “Names and Interests of
Experts,” which appears in the Annual Information Form which
appears in the Exhibit 99.1 incorporated by reference in this
Annual Report on Form 40-F, which is incorporated by reference in
such Registration Statements.
(Signed) "PricewaterhouseCoopers
LLP"
Chartered Professional Accountants, Licensed Public
Accountants
Toronto, Ontario,
Canada
March 13,
2020
PricewaterhouseCoopers LLP
PwC
Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J
0B2
T: +1 416
863 1133, F: +1 416 365 8215, www.pwc.com/ca
“PwC” refers to
PricewaterhouseCoopers LLP, an Ontario limited liability
partnership, which is a member firm of PricewaterhouseCoopers
International Limited, each a member firm of which is a separate
legal entity.
Exhibit
99.5
CERTIFICATION
REQUIRED
BY RULE 13a-14(a) OR RULE 15d-14(a)
I, David D. Cates, certify
that:
1. I have reviewed this
annual report on Form 40-F of Denison Mines Corp.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the
financial statements, and other financial information included in
this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the issuer as
of, and for, the periods presented in this report;
4. The issuer’s other
certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that
material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control
over financial reporting 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 generally accepted accounting
principles.
(c) Evaluated the
effectiveness of the issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report
any change in the issuer’s internal control over financial
reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to
materially affect, the issuer’s internal control over
financial reporting; and
5. The issuer’s other
certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the
issuer’s auditors and the audit committee of the
issuer’s board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and
material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely
affect the issuer’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not
material, that involves management or other employees who have a
significant role in the issuer’s internal control over
financial reporting.
Date: March 13,
2020
By: /s/ David D. Cates
|
|
Name: David D.
Cates
|
Title: President and
Chief Executive Officer
|
CERTIFICATION
REQUIRED
BY RULE 13a-14(a) OR RULE 15d-14(a)
I, Gabriel McDonald, certify
that:
1. I have reviewed this
annual report on Form 40-F of Denison Mines Corp.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the
financial statements, and other financial information included in
this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the issuer as
of, and for, the periods presented in this report;
4. The issuer’s other
certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that
material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control
over financial reporting 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 generally accepted accounting
principles.
(c) Evaluated the
effectiveness of the issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report
any change in the issuer’s internal control over financial
reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to
materially affect, the issuer’s internal control over
financial reporting; and
5. The issuer’s other
certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the
issuer’s auditors and the audit committee of the
issuer’s board of directors (or persons performing the
equivalent functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably
likely to adversely affect the issuer’s ability to record,
process, summarize and report financial information;
and
(b) Any fraud, whether or not
material, that involves management or other employees who have a
significant role in the issuer’s internal control over
financial reporting.
Date: March 13,
2020
By: /s/ Gabriel
McDonald
|
|
Name: Gabriel McDonald
|
Title:
Vice President,
Finance and Chief Financial Officer
|
Exhibit
99.6
CERTIFICATION PURSUANT
TO
18
U.S.C. SECTION 1350
In connection with the Annual
Report of Denison Mines Corp. (the “Company”) on Form
40-F for the period ended December 31, 2019, as filed with the
Securities and Exchange Commission on the date hereof (the
“Report”), each of the undersigned certifies, pursuant
to 18 U.S.C. 1350, and SEC Rule 13a-14(b), that to the best of my
knowledge:
1.
The Report fully complies
with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2.
The information contained in
the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: March 13,
2020
By:
/s/ David D.
Cates
|
By:
/s/ Gabriel
McDonald
|
|
|
Name: David D.
Cates
|
Name: Gabriel
McDonald
|
|
|
Title: President and Chief
Executive
Officer
|
Title: Vice President,
Finance and Chief Financial Officer
|
CONSENT OF
ENGINEER
Ladies and
Gentlemen:
The undersigned company
hereby consents to (1) the references to the undersigned
company’s name included or incorporated by reference in the
Annual Report on Form 40-F of Denison Mines Corp. in connection
with (a) the report entitled “Technical Report on the Denison
Mines Inc. Uranium Properties, Saskatchewan, Canada” dated
November 21, 2005, as revised on February 16, 2006, (b) the report
entitled “Technical Report on the Mineral Resource Estimate
for the McClean North Uranium Deposits, Saskatchewan” dated
January 31, 2007, and (c) the report entitled “Technical
Report on the Sue D Uranium Deposit Mineral Resource Estimate,
Saskatchewan, Canada” dated March 31, 2006, and (2) all other
references to the undersigned company included or incorporated by
reference in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated: March 13,
2020
Per:
(Signed)
“Deborah A.
McCombe”
_____________________________________
Name: Deborah A. McCombe,
P.Geo.
Title: Technical Director -
Global Mining Advisory
Roscoe Postle Associates
Inc.
55
University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 |
T +1 (416) 947
0907
www.rpacan.com
Exhibit
99.8
CONSENT
Ladies and
Gentlemen:
The undersigned company
hereby consents to (1) the references to the undersigned’s
name included or incorporated by reference in the Annual Report on
Form 40-F of Denison Mines Corp. in connection with (a) the report
entitled “Technical Report on the Denison Mines Inc. Uranium
Properties, Saskatchewan, Canada” dated November 21, 2005, as
amended on February 16, 2006, (b) the report entitled
“Technical Report on the Mineral Resource Estimate for the
McClean North Uranium Deposits, Saskatchewan” dated January
31, 2007, and (c) the report entitled “Technical Report on
the Sue D Uranium Deposit Mineral Resource Estimate, Saskatchewan,
Canada” dated March 31, 2006, and (2) all other references to
the undersigned included or incorporated by reference in the Annual
Report on Form 40-F of Denison Mines Corp.
Dated: March 13,
2020
Per:
(Signed)
“Richard E
Routledge”
_____________________________________
Richard E. Routledge, M.Sc.,
P.Geo.
Associate Principal
Geologist
Roscoe Postle Associates
Inc.
55
University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 |
T +1 (416) 947
0907
www.rpacan.com
|
SRK
Consulting (Canada) Inc.
1500, 155 University
Avenue
Toronto, Ontario,
Canada
M5H
3B7
T:
+1.416.601.1445
F:
+1.416.601.9046
toronto@srk.com
www.srk.com
|
CONSENT
Ladies and
Gentlemen:
The undersigned company
hereby consents to (1) the references to the undersigned
company’s name included or incorporated by reference in the
Annual Report on Form 40-F of Denison Mines Corp. in connection
with the reports entitled (a) “Technical Report with
an Updated Mineral Resource Estimate for the Midwest Property,
Northern Saskatchewan, Canada” dated March 26, 2018, and
(b) “Technical Report with an Updated Mineral Resource
Estimate for the Waterbury Lake Property, Northern
Saskatchewan” dated December 21, 2018, and (2) all other
references to the undersigned company included or incorporated by
reference in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated: March 13,
2020
SRK
CONSULTING (CANADA) INC.
(Signed) “Mark
Liskowich”
___________________________
Mark
Liskowich, PGeo.
SRK
Consulting (Canada) Inc.
|
Local Offices:
Saskatoon
Sudbury
Toronto
Vancouver
Yellowknife
|
Group Offices:
Africa
Asia
Australia
Europe
North America
South America
|
|
Exhibit 99.10
SRK
Consulting (Canada)
Inc.
1500, 155 University
Avenue
Toronto, Ontario,
Canada
M5H
3B7
T:
+1.416.601.1445
F:
+1.416.601.9046
toronto@srk.com
www.srk.com
|
CONSENT OF
ENGINEER
Ladies and
Gentlemen:
The undersigned hereby
consents to (1) the references to the undersigned’s name
included or incorporated by reference in the Annual Report on Form
40-F of Denison Mines Corp. in connection with the report entitled
"Prefeasibility Study Report for the Wheeler River Uranium Project
Saskatchewan, Canada" dated October 30, 2018, and (2) all other
references to the undersigned included or incorporated by reference
in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated: March 13,
2020
(Signed)
“Mark
Liskowich”
__________________________
Mark Liskowich,
P.Geo.
SRK Consulting
(Canada) Inc.
|
Local Offices:
Saskatoon
Sudbury
Toronto
Vancouver
Yellowknife
|
Group Offices:
Africa
Asia
Australia
Europe
North America
South America
|
|
Exhibit 99.11
SRK
Consulting (Canada)
Inc.
1500, 155 University
Avenue
Toronto, Ontario,
Canada
M5H
3B7
T:
+1.416.601.1445
F:
+1.416.601.9046
toronto@srk.com
www.srk.com
|
CONSENT OF
ENGINEER
Ladies and
Gentlemen:
The undersigned hereby
consents to (1) the references to the undersigned’s name
included or incorporated by reference in the Annual Report on Form
40-F of Denison Mines Corp. in connection with the report entitled
(a) “Technical Report with an Updated Mineral Resource
Estimate for the Midwest Property, Northern Saskatchewan,
Canada” dated March 26, 2018, and (b) "Technical Report with
an Updated Mineral Resource Estimate for the Waterbury Lake
Property, Northern Saskatchewan" dated December 21, 2018, and (2)
all other references to the undersigned included or incorporated by
reference in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated: March 13,
2020
(Signed) “Oy
Leuangthong”
__________________________
Oy
Leuangthong, PEng.
SRK
Consulting (Canada) Inc.
|
Local Offices:
Saskatoon
Sudbury
Toronto
Vancouver
Yellowknife
|
Group Offices:
Africa
Asia
Australia
Europe
North America
South America
|
|
Exhibit 99.12
SRK
Consulting (Canada)
Inc.
1500, 155 University
Avenue
Toronto, Ontario,
Canada
M5H
3B7
T:
+1.416.601.1445
F:
+1.416.601.9046
toronto@srk.com
www.srk.com
|
CONSENT OF ENGINEER
Ladies and
Gentlemen:
The undersigned
hereby consents to (1) the references to the undersigned’s
name included or incorporated by reference in the Annual Report on
Form 40-F of Denison Mines Corp. in connection with the reports
entitled “Technical Report with an Updated Mineral Resource
Estimate for the Waterbury Lake Property, Northern
Saskatchewan” dated December 21, 2018, and (2) all other
references to the undersigned included or incorporated by reference
in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated:
March 13, 2020
(signed) "Cliff
Revering"
__________________________
Cliff Revering,
P.Eng.
SRK Consulting
(Canada) Inc.
|
Local
Offices:
Saskatoon
Sudbury
Toronto
Vancouver
Yellowknife
|
Group
Offices:
Africa
Asia
Australia
Europe
North
America
South
America
|
Exhibit
99.13
1257579 Canada
Ltd. trading as GDSE Consulting
46
Blazing Star Street
|
|
East Gwillimbury,
Ontario
|
✉
kgeol@live.ca
|
Canada, L9N
0S1
|
|
CONSENT OF GEOLOGIST
Ladies and
Gentlemen:
The undersigned
hereby consents to (1) the references to the undersigned’s
name included or incorporated by reference in the Annual Report on
Form 40-F of Denison Mines Corp. in connection with the report
entitled “Technical Report with an Updated Mineral Resource
Estimate for the Midwest Property, Northern Saskatchewan,
Canada” dated March 26, 2018, and (2) all other references to
the undersigned included or incorporated by reference in the Annual
Report on Form 40-F of Denison Mines Corp.
Dated: March 13,
2020
(signed) “David
Keller”
__________________________
G. David Keller,
P. Geo.
11257579 Canada
Ltd.
Exhibit
99.14
CONSENT OF GEOLOGIST
Ladies and
Gentlemen:
The undersigned
hereby consents to (1) the references to the undersigned
company’s name included or incorporated by reference in the
Annual Report on Form 40-F of Denison Mines Corp. in connection
with the report entitled “Technical Report with an Updated
Mineral Resource Estimate for the Waterbury Lake Property, Northern
Saskatchewan” dated December 21, 2018, and (2) all other
references to the undersigned company included or incorporated by
reference in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated:
March 13, 2020
Per:
(signed) "Allan
Armitage"
___________________________
Name: Allan
Armitage, Ph.D., P.Geo.
Title: Senior
Resource Geologist
SGS
Geostat
Exhibit
99.15
CONSENT OF
GEOLOGIST
Ladies and
Gentlemen:
The undersigned hereby
consents to (1) the references to the undersigned’s name
included or incorporated by reference in the Annual Report on Form
40-F of Denison Mines Corp. in connection with the report entitled
“Technical Report with an Updated Mineral Resource Estimate
for the Waterbury Lake Property, Northern Saskatchewan” dated
December 21, 2018, and (2) all other references to the undersigned
included or incorporated by reference in the Annual Report on Form
40-F of Denison Mines Corp.
Dated: March 13,
2020
(Signed)
“Allan
Armitage”
___________________________
Allan Armitage, Ph.D.,
P.Geo.
Exhibit
99.16
CONSENT
Ladies and
Gentlemen:
The undersigned
company hereby consents to (1) the references to the undersigned
company’s name included or incorporated by reference in the
Annual Report on Form 40-F of Denison Mines Corp. in connection
with the report entitled “Technical Report with an Updated
Mineral Resource Estimate for the Waterbury Lake Property, Northern
Saskatchewan” dated December 21, 2018, and (2) all other
references to the undersigned company included or incorporated by
reference in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated:
March 13, 2020
GEOVECTOR
MANAGEMENT INC.
Name: Alan
Sexton
Title: VP Project
Management
Exhibit
99.17
CONSENT
Ladies and
Gentlemen:
The undersigned hereby
consents to (1) the references to the undersigned’s name
included or incorporated by reference in the Annual Report on Form
40-F of Denison Mines Corp. in connection with the report entitled
“Technical Report with an Updated Mineral Resource Estimate
for the Waterbury Lake Property, Northern Saskatchewan” dated
December 21, 2018, and (2) all other references to the undersigned
included or incorporated by reference in the Annual Report on Form
40-F of Denison Mines Corp.
Dated: March 13,
2020
(Signed) “Alan Sexton”
______________________
Alan
Sexton, M.Sc., P.Geo.
Exhibit
99.18
CONSENT
Ladies and
Gentlemen:
The undersigned hereby
consents to (1) the references to the undersigned’s name
included or incorporated by reference in the Annual Report on Form
40-F of Denison Mines Corp. in connection with the reports entitled
(a) “Technical Report with an Updated Mineral Resource
Estimate for the Midwest Property, Northern Saskatchewan,
Canada” dated March 26, 2018, and (b) "Technical Report with
an Updated Mineral Resource Estimate for the Waterbury Lake
Property, Northern Saskatchewan" dated December 21, 2018, and (2)
all other references to the undersigned included or incorporated by
reference in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated: March 13,
2020
(Signed) “Dale
Verran”
__________________________
Dale
Verran, MSc, P.Geo, Pr.Sci.Nat.
Denison Mines
Corp.
Exhibit
99.19
CONSENT
Ladies and
Gentlemen:
The undersigned hereby
consents to (1) the references to the undersigned’s name
included or incorporated by reference in the Annual Report on Form
40-F of Denison Mines Corp. in connection with the report entitled
“Technical Report with an Updated Mineral Resource Estimate
for the Midwest Property, Northern Saskatchewan, Canada”
dated March 26, 2018, and (2) all other references to the
undersigned included or incorporated by reference in the Annual
Report on Form 40-F of Denison Mines Corp.
Dated: March 13,
2020
(Signed) “Chad Sorba”
__________________________
Chad
Sorba, P.Geo.
Denison Mines
Corp.
Exhibit 99.20
CONSENT
Ladies and
Gentlemen:
The undersigned
hereby consents to (1) the references to the undersigned’s
name included or incorporated by reference in the Annual Report on
Form 40-F of Denison Mines Corp. in connection with the report
entitled “Technical Report with an Updated Mineral Resource
Estimate for the Waterbury Lake Property, Northern
Saskatchewan” dated December 21, 2018, and (2) all other
references to the undersigned included or incorporated by reference
in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated: March 13,
2020
(signed) "Serdar
Donmez"
__________________________
Serdar Donmez,
P.Geo., E.I.T.
Denison Mines
Corp.
Exhibit 99.21
CONSENT
Ladies and
Gentlemen:
The undersigned
hereby consents to (1) the references to the undersigned’s
name included or incorporated by reference in the Annual Report on
Form 40-F of Denison Mines Corp. in connection with the report
entitled “Technical Report with an Updated Mineral Resource
Estimate for the Waterbury Lake Property, Northern
Saskatchewan” dated December 21, 2018, and (2) all other
references to the undersigned included or incorporated by reference
in the Annual Report on Form 40-F of Denison Mines
Corp.
Dated: March 13,
2020
(Signed) "Paul
Burry"
__________________________
Paul Burry,
P.Geo.
Denison Mines
Corp.