a2025-09dmcmdafiling
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2025
TABLE OF
CONTENTS
Q3 2025
PERFORMANCE HIGHLIGHTS
ABOUT
DENISON
RESULTS OF
CONTINUING OPERATIONS
Wheeler River Uranium
Project
Evaluation
Pipeline Properties
LIQUIDITY
AND CAPITAL RESOURCES
ADDITIONAL
INFORMATION
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
|
This
Management’s Discussion and Analysis (‘MD&A’)
of Denison Mines Corp. and its subsidiary companies and joint
arrangements (collectively, ‘Denison’ or the
‘Company’) provides a detailed analysis of the
Company’s business and compares its financial results with
those of the previous year. This MD&A is dated as of November
6, 2025 and should be read in conjunction with the Company’s
unaudited interim condensed consolidated financial statements and
related notes for the three and nine months ended September 30,
2025. The unaudited interim condensed consolidated financial
statements are prepared in accordance with International Financial
Reporting Standards (‘IFRS’) as issued by the
International Accounting Standards Board (‘IASB’),
including IAS 34, Interim Financial Reporting. Readers are also
encouraged to consult the audited consolidated financial statements
and MD&A for the year ended December 31, 2024. 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.sedarplus.ca
(‘SEDAR+’) and the United States at www.sec.gov/edgar
(‘EDGAR’).
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MANAGEMENT’S DISCUSSION & ANALYSIS
|
Q3 2025 PERFORMANCE
HIGHLIGHTS
■
Production Begins at McClean Lake North using SABRE
Mining
In July 2025, the
McClean Lake Joint Venture (‘MLJV’) announced the
successful start of uranium mining operations at the McClean North
deposit using the joint venture’s patented Surface Access
Borehole Resource Extraction (‘SABRE’) mining method.
Since the start of commercial production, on a 100% basis, 2,063
tonnes of high-grade ore has been extracted (Denison’s share:
464 tonnes). During the third quarter of 2025, 85,235 pounds of
U3O8 (Denison’s
share: 19,178 pounds of U3O8) were produced at
an average operating cash cost of finished goods of approximately
$27 per pound U3O8 (approximately
US$19 per pound U3O8).
■
Completed US$345 Million Convertible Senior Notes
Offering
On August 15,
2025, the Company completed its offering of ‘US-Style’
convertible senior unsecured notes due September 15, 2031 (the
‘Notes‘) for an aggregate principal amount of US$345
million. The Notes bear a cash interest coupon rate of 4.25% per
annum payable semi-annually in arrears on March 15th and September
15th of each year, beginning March 15, 2026. The initial conversion
rate for the Notes is 342.9355 common shares of Denison
(‘Shares‘) per US$1,000 principal amount of Notes,
equivalent to an initial conversion price of approximately US$2.92
per Share (approximately 35% premium to the closing price of the
Shares at the time of pricing on August 12, 2025). The effective
conversion price of the Notes is increased up to US$4.32 per Share
(~100% premium to the closing price of the Shares at the time of
pricing on August 12, 2025) after giving effect to the capped call
overlay option strategy deployed by the Company, whereby Denison
purchased cash-settled call options with a strike price equal to
the initial conversion price of the Notes (US$2.92) and a cap price
of US$4.32 (the ‘Capped Calls’). The purchase price for
the Capped Calls was approximately US$35.4 million.
Conversions of
the Notes may be settled in Shares, cash, or a combination of
Shares and cash, at Denison's election. Additionally, Denison will
have the right to redeem the Notes in certain circumstances and
will be required to repurchase the Notes upon the occurrence of
certain events. The Notes may only be converted by holders prior to
June 15, 2031 in certain circumstances, and may be converted by
holders after June 15, 2031. The Notes will mature on September 15,
2031. Any Notes not converted, repurchased or redeemed prior to the
maturity date will have their principal amount repaid by Denison in
cash at maturity.
The Company
intends to use the net proceeds from the Offering for expenditures
to support the evaluation and development of the Company's uranium
development projects, including to fund the construction of the
planned Phoenix In Situ Recovery (‘ISR’) operation
situated on the Wheeler River Property (‘Wheeler
River’) and for general corporate purposes.
■
Advanced Regulatory Approval Process for Phoenix with Provincial
Approval of Environmental Assessment and Completion of Part I of
Federal Commission Hearing
In July 2025,
Denison received Ministerial approval under The Environmental Assessment Act of
Saskatchewan to proceed with the development of the Phoenix ISR
Project and subsequently submitted the Provincial application to
Construct a Pollutant Control Facility. A Pollutant Control
Facility Permit is required for the construction of the mining and
processing components of the facility and is anticipated to be
issued prior to the completion of the federal regulatory approval
process.
On October 8,
2025, Denison participated in the first part of the Canadian
Nuclear Safety Commission (the ‘Commission’) public
hearing (the ‘Hearing’). The Hearing, conducted in two
parts, represents the final step in the federal approvals process
to obtain the Federal Environmental Assessment (‘EA’)
approval and the Federal License to Prepare the Site &
Construct (the ‘License’) for the proposed Phoenix ISR
operation. Following the multi-year review period, the Commission
staff have recommended the Commission grant an EA approval and the
Licence to allow Denison to proceed with construction of the
Wheeler River Project. The final Hearing is scheduled during the
week of December 8, 2025. The Commission is expected to render a
decision on the EA and License in early 2026.
■
Achieved Approximately 85% Completion of Total Engineering for
Phoenix
Detailed design
engineering for the planned Phoenix ISR mine commenced in early
2024 and continues to be on track for substantial completion prior
to the commencement of construction, which is currently expected to
occur following a final investment decision (‘FID’)
during the first half of 2026.
Total engineering
is significantly advanced with approximately 85% estimated to be
completed by the date of this MD&A, including most scopes
planned for the first year of construction at or approaching 100%
total engineering.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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Principal
engineering deliverables for scopes related to the second year of
construction are expected to be approaching substantial completion
by the end of 2025.
Denison Mines
Corp. was formed under the laws of Ontario and is a reporting
issuer in all Canadian provinces and territories. Denison’s
common shares are listed on the Toronto Stock Exchange (the
‘TSX’) under the symbol ‘DML’ and on the
NYSE American exchange under the symbol
‘DNN’.
Denison is a
uranium mining, exploration and development company with interests
focused in the Athabasca Basin region of northern Saskatchewan,
Canada. The Company has an effective 95% interest in its flagship
Wheeler River Uranium Project, which is the largest undeveloped
uranium project in the infrastructure rich eastern portion of the
Athabasca Basin region of northern Saskatchewan. In mid-2023, a
Feasibility Study (‘FS’) was completed for a Phoenix
ISR mining operation (‘Phoenix FS’), and an update to
the 2018 Pre-Feasibility Study (‘PFS’) was completed
for the Gryphon deposit as a conventional underground mining
operation (the ‘Gryphon Update’). Based on the
respective studies, both deposits have the potential to be
competitive with the lowest cost uranium mining operations in the
world.
Permitting
efforts for the planned Phoenix ISR operation commenced in 2019 and
are nearing completion with approval in July 2025 of the
project’s EA by the Province of Saskatchewan and commencement
in October 2025 of the Canadian Nuclear Safety Commission Hearings
for Federal approval of the EA and project construction license.
The Hearing is scheduled to continue and be concluded during the
week of December 8, 2025.
Denison’s
interests in Saskatchewan also include a 22.5% ownership interest
in the MLJV, which includes unmined uranium deposits (with mining
at McClean North deposit via the MLJV’s SABRE mining method
having commenced in July 2025 using the MLJV’s SABRE mining
method) and the McClean Lake uranium mill (currently utilizing a
portion of its licensed capacity to process the ore from the Cigar
Lake mine under a toll milling agreement), plus a 25.17% interest
in the Midwest Main and Midwest A deposits held by the Midwest
Joint Venture (‘MWJV’), and a 70.55% interest in the
Tthe Heldeth Túé (‘THT’) and Huskie deposits
on the Waterbury Lake Property (‘Waterbury’). The
Midwest Main, Midwest A, THT and Huskie deposits are located within
20 kilometres of the McClean Lake mill. Taken together, the Company
has direct ownership interests in properties covering ~384,000
hectares in the Athabasca Basin region.
Additionally,
through its 50%
ownership of JCU (Canada) Exploration Company, Limited
(‘JCU’), Denison holds further interests in various
uranium project joint ventures in Canada, including the Millennium
project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%) and
Christie Lake (JCU, 34.4508%).
In 2024, Denison
celebrated its 70th year in uranium
mining, exploration, and development, which began in 1954 with
Denison’s first acquisition of mining claims in the Elliot
Lake region of northern Ontario.
SELECTED FINANCIAL INFORMATION
|
(in
thousands)
|
|
As at
September 30,
2025
|
|
As at
December 31,
2024
|
|
|
|
|
|
|
|
Financial Position:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
471,258
|
$
|
108,518
|
|
Working
capital(1)
|
$
|
462,668
|
$
|
94,334
|
|
Investments in
uranium
|
$
|
216,901
|
$
|
231,088
|
|
Property, plant
and equipment
|
$
|
280,587
|
$
|
259,661
|
|
Total
assets
|
$
|
1,107,175
|
$
|
663,613
|
|
Total long-term
liabilities(2)
|
$
|
662,520
|
$
|
65,400
|
(1)
Working capital is a non-IFRS
financial measure and is calculated as the value of current assets
less the value of current liabilities, excluding non-cash current
liabilities. Working capital as at September 30, 2025, excludes
$4,517,000 from the current portion of deferred revenue (December
31, 2024 – $4,501,000).
(2)
Predominantly comprised of
the Notes (including the fair value of the Embedded Derivatives,
the non-current portion of deferred revenue, and non-current
reclamation obligations. The Notes have a face value of
US$345,000,000. Had the Notes matured at September 30, 2025, the
settlement amount would be US$345,000,000
($480,275,000).
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MANAGEMENT’S DISCUSSION & ANALYSIS
|
SELECTED QUARTERLY FINANCIAL INFORMATION
|
|
|
|
|
2025
|
|
2025
|
|
2025
|
|
2024
|
|
(in
thousands, except for per share amounts)
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
1,045
|
$
|
1,276
|
$
|
1,375
|
$
|
1,170
|
|
Net (loss)
earnings
|
$
|
(134,965)
|
$
|
12,498
|
$
|
(43,534)
|
$
|
(29,502)
|
|
Adjusted net
(loss) earnings(1)
|
$
|
(8,254)
|
$
|
12,498
|
$
|
(43,534)
|
$
|
(29,502)
|
|
Basic and diluted
(loss) earnings per share
|
$
|
(0.15)
|
$
|
0.01
|
$
|
(0.05)
|
$
|
(0.03)
|
|
Adjusted basic
and diluted (loss) earnings per share(1)
|
$
|
(0.01)
|
$
|
0.01
|
$
|
(0.05)
|
$
|
(0.03)
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Basic and diluted
earnings per share
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
2024
|
|
2024
|
|
2024
|
|
2023
|
|
(in
thousands, except for per share amounts)
|
|
Q3
|
|
Q2
|
|
Q1
|
|
Q4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
$
|
695
|
$
|
1,326
|
$
|
832
|
$
|
1,092
|
|
Net (loss)
earnings
|
$
|
(25,767)
|
$
|
(16,441)
|
$
|
(19,880)
|
$
|
34,627
|
|
Adjusted net
(loss) earnings(1)
|
$
|
(25,767)
|
$
|
(16,441)
|
$
|
(19,880)
|
$
|
34,627
|
|
Basic and diluted
(loss) earnings per share
|
$
|
(0.03)
|
$
|
(0.02)
|
$
|
(0.02)
|
$
|
0.04
|
|
Adjusted basic
and diluted (loss) earnings per share(1)
|
$
|
(0.03)
|
$
|
(0.02)
|
$
|
(0.02)
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
Net (loss)
earnings
|
$
|
-
|
$
|
471
|
$
|
-
|
$
|
(150)
|
|
Basic and diluted
(loss) earnings per share
|
$
|
-
|
$
|
0.00
|
$
|
-
|
$
|
(0.00)
|
(1)
Earnings and earnings per
share have been adjusted to exclude the fair value movements on the
embedded conversion and redemption features in the Notes as well as
the fair value movements on the Capped Call Options. Both the Notes
and the Capped Call options were issued/acquired in the third
quarter of 2025. The unrealized fair value movements on the
embedded conversion and redemption features in the long-term Notes
are primarily driven by changes in the Company’s share price;
however, such changes in the share price do not necessarily result
in any additional cash or share consideration being owed upon
settlement beyond the total of (i) the face value of the Notes and
(ii) the proceeds from the exercise of the Capped Call options. Due
to the addition of the Capped Calls, the effective amount owed upon
settlement of the Notes will not increase until the Company’s
share price exceeds US$4.32 (a 100% increase in the share price
from the date of the pricing of the transaction).
Significant items causing variations in quarterly
results
●
The Company’s revenues
include a draw-down of deferred toll milling revenue, the rate of
which fluctuates due to the timing of uranium processing at the
McClean Lake mill, as well as changes to the estimated mineral
resources of the Cigar Lake mine. See RESULTS OF OPERATIONS below
for further details.
●
Exploration expenses are
generally largest in the first and third quarters due to the timing
of the winter and summer exploration seasons in northern
Saskatchewan.
●
Evaluation expenses have been
increasing over the past eight quarters as the Company advances
towards an FID for Phoenix.
●
Other income and expense
fluctuate due to changes in the fair value of the Company’s
investment in equity instruments, convertible debenture investment,
and physical uranium, all of which are recorded at fair value
through profit or loss and are subject to fluctuations in the
underlying share and commodity prices. The Company’s uranium
investments and Notes are also subject to fluctuations in the US
dollar to Canadian dollar exchange rate. Additionally, fair value
adjustments of the Company’s Notes issued in the third
quarter of 2025 add volatility to other income and expenses. See
OTHER INCOME below for more details.
●
The Company’s results
are also impacted, from time to time, by other non-recurring events
arising from its ongoing activities, as discussed below, where
applicable.
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MANAGEMENT’S DISCUSSION & ANALYSIS
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RESULTS OF CONTINUING
OPERATIONS
REVENUES
McClean Lake Uranium Mill
McClean Lake is
located on the eastern edge of the Athabasca Basin in northern
Saskatchewan, approximately 750 kilometres north of Saskatoon.
Denison holds a 22.5% ownership interest in the MLJV and the
McClean Lake uranium mill, one of the world’s largest uranium
processing facilities, which is contracted to process ore from the
Cigar Lake mine under a toll milling agreement. The MLJV is a joint
venture between Orano Canada, with a 77.5% interest, and Denison,
with a 22.5% interest.
In February 2017,
Denison closed an arrangement with Ecora Resources PLC
(‘Ecora’, then known as Anglo Pacific Group PLC) and
one of its wholly owned subsidiaries (the ‘Ecora
Arrangement’) under which Denison received an upfront payment
of $43,500,000 in exchange for its right to receive future toll
milling cash receipts from the MLJV under the then current toll
milling agreement with the Cigar Lake Joint Venture
(‘CLJV’) from July 1, 2016 onwards. The Ecora
Arrangement consists of certain contractual obligations of Denison
to forward to Ecora the cash proceeds of future toll milling
revenue earned by the Company related to the processing of the
specified Cigar Lake ore through the McClean Lake mill and, as
such, the upfront payment was accounted for as deferred
revenue.
During the three
and nine months ended September 30, 2025, the McClean Lake mill
processed 4.2 million and 14.3 million pounds U3O8, respectively for
the CLJV (September 30, 2024 – 2.7 million and 12.2 million
pounds U3O8) and Denison
recorded toll milling revenue of $1,045,000 and $3,696,000,
respectively (September 30, 2024 – $695,000 and $2,853,000).
The increase in toll milling revenue in the quarter compared to the
prior year period is primarily due to the increase in production in
the current period compared to the prior period. The increase in
toll milling revenue in the nine month period ended September 30,
2025 compared to the prior year is due to both the increase in
production in the current period as well as a $113,000 positive
non-cash cumulative accounting adjustment recorded to reflect an
update to the Cigar Lake mineral resource estimate (September 30,
2024 - $207,000 negative non-cash cumulative accounting
adjustment).
During the three
and nine months ended September 30, 2025, the Company also recorded
accounting accretion expense of $719,000 and $2,116,000,
respectively, on the toll milling deferred revenue balance
(September 30, 2024 – $749,000 and $2,310,000). Annual
accretion expense will decrease over the life of the agreement, as
the deferred revenue liability decreases over time, and
fluctuations may occur due to the change in the timing of the
estimated CLJV toll milling activities discussed above. During the
nine months ended September 30, 2025, an adjustment of $41,000 was
recorded to decrease life-to-date accretion expense as a result of
an update to the Cigar Lake mineral resource estimate (September
30, 2024 - $63,000 adjustment to increase life-to-date accretion
expense).
The impact of the
current and prior period true-ups to revenue and accretion are
non-cash.
OPERATING EXPENSES
Mining
Operating
expenses of the mining segment include depreciation and development
costs, costs relating to Denison’s legacy mine sites in
Elliot Lake, as well as cost of sales related to the sale of
uranium, when applicable. Operating expenses in the three and nine
months ended September 30, 2025, were $1,209,000 and $3,818,000,
respectively (September 30, 2024 – $1,030,000 and
$3,617,000).
Included in
operating expenses, is depreciation expense relating to the McClean
Lake mill of $646,000 and $2,239,000, for the three and nine months
ended September 2025, respectively (September 30, 2024 –
$435,000 and $1,928,000), as a result of processing 4.2
million and 14.3 million pounds
U3O8 for the CLJV in
the applicable period (September 30, 2024 – 2.7 million and
12.2 million pounds U3O8). Also included
in operating expenses are costs related to the Company’s
Elliot Lake legacy mine sites of $267,000 and $777,000,
respectively (September 30, 2024 – $358,000 and $1,048,000),
and development costs of the MLJV and other operating costs of
$296,000 and $802,000, respectively (September 30, 2024 –
$236,000 and $640,000).
In 2024, the MLJV
began construction to prepare the McClean North site for SABRE
mining, including the completion of access holes for eight SABRE
mining cavities planned for extraction in 2025. In July 2025, the
MLJV announced that active mining had commenced at McClean North,
and the site achieved commercial production.
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|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The following
table provides a financial and operational review of the McClean
North site for SABRE mining
|
Operational
Results for the Nine Months Ended September 30, 2025
|
|
|
Units
|
100%
Basis
|
Denison's
22.5% Share
|
|
Ore
Mined
|
Tonnes
|
2,063
|
464
|
|
Average grade
|
%
U3O8
|
12.11
|
12.11
|
|
Stockpiled
Production
|
lbs
U3O8
|
54,177
|
122,440
|
|
Millfeed
|
lbs
U3O8
|
104,472
|
23,506
|
|
Finished
Goods
|
lbs
U3O8
|
85,236
|
19,176
|
|
Financial
Results for the Nine Months Ended September 30,
2025
|
|
|
Denison's 22.5%
Share
|
|
Opening
Inventory
|
$
|
-
|
|
|
|
|
|
Mining operating cash costs
|
$
|
2,407,000
|
|
Milling operating cash
costs
|
$
|
286,000
|
|
Total
operating cash costs absorbed to inventory
|
$
|
2,693,000
|
|
|
|
|
|
Total
non-cash costs absorbed to inventory
|
$
|
1,466,000
|
|
|
|
|
|
Costs of
goods sold
|
$
|
-
|
|
|
|
|
|
Closing Inventory (including
stockpile, ore-in-circuit, and uranium
concentrates)
|
$
|
4,159,000
|
No sales were
made in the three and nine months ended September 30, 2025. The
average cash operating cost of finished goods produced are
approximately $27 per pound U3O8.
Mine operating
costs per pound U3O8 extracted are
expected to increase through the remainder of 2025, as mining
activities move to lower grade mine cavities.
MINERAL PROPERTY EVALUATION
During the three
and nine months ended September 30, 2025, Denison’s share of
evaluation expenditures was $14,015,000 and $34,151,000,
respectively (September 30, 2024 – $8,577,000 and
$20,986,000). The increase in evaluation expenditures, compared to
the prior period, was primarily due to the continuation and
acceleration of project engineering activities associated with the
Phoenix detailed design engineering phase, as well as an increase
in staffing levels to support the advancement of the
Company’s various evaluation projects.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The following
table summarizes the evaluation activities completed during the
nine months ended September 30, 2025.
|
PROJECT EVALUATION ACTIVITIES
|
|
Property
|
Denison’s ownership
|
Evaluation activities
|
|
Wheeler
River
|
95%(1)
|
Engineering,
detailed design, metallurgical testing, Feasibility Field Test
(‘FFT’) monitoring, 2025 Gryphon field program
activities, 2025 Phoenix field activities, environmental and
sustainability activities.
|
|
Waterbury
Lake
|
70.55%(2)
|
2025 field
activities and progression of a PFS for the THT
deposit.
|
|
Midwest
|
25.17%
|
2025 field
programs and completion of a preliminary economic assessment
(‘PEA’) for Midwest Main deposit.
|
|
Kindersley
Lithium Project (‘KLP’)
|
Earn-in(3)
|
Progression
of a PFS for the KLP.
|
|
|
|
|
|
Notes
(1)
The Company’s effective
ownership interest as at September 30, 2025, including the indirect
5% ownership interest held through JCU.
(2)
Represents Denison’s
ownership position as at September 30, 2025.
(3)
Pursuant to an earn-in
agreement executed in January 2024, Denison can earn up to a 75%
interest in the KLP through a series of options exercisable with
direct payments and work expenditures. As at September 30, 2025,
Denison has not yet vested an ownership interest in the project;
however, it has incurred expenditures that would entitle it to vest
a 30% interest in the KLP if it ceased to fund further project
expenditures towards the earn-in arrangement..
Wheeler River Uranium Project
On June 26, 2023,
Denison announced the results of two independently authored
engineering studies: (i) the Phoenix FS completed for ISR mining of
the high-grade Phoenix deposit and (ii) an updated Gryphon PFS for
conventional underground mining of the basement-hosted Gryphon
deposit.
The Phoenix FS
confirms robust economics and the technical viability of an ISR
uranium mining operation with low initial capital costs and a high
rate of return.
|
Summary of Economic Results (100% Basis) – Base
Case
|
|
Uranium selling
price
|
UxC Spot Price(1)
(~US$66 to
US$70/lb U3O8)
|
|
Exchange Rate
(US$:CAD$)
|
1.35
|
|
Discount
Rate
|
8%
|
|
Operating profit
margin(2)
|
90.9%
|
|
|
|
|
Pre-tax
NPV8%(3) (Change from 2018 PFS)(4)
|
$2.34 billion
(+150%)
|
|
Pre-tax
IRR(3)
|
105.9%
|
|
Pre-tax payback
period(5)
|
~10
months
|
|
|
|
|
Post-tax
NPV8%(3)
|
$1.43
billion
|
|
Post-tax
IRR(3)
|
82.3%
|
|
Post-tax payback
period(5)
|
~11
months
|
|
|
|
|
Adjusted Post-tax
NPV8%(3)(6)
|
$1.56
billion
|
|
Adjusted Post-tax
IRR(3)(6)
|
90.0%
|
|
Adjusted Post-tax
payback period(3)(6)
|
~10
months
|
Notes
(1)
Spot price forecast is based
on “Composite Midpoint” scenario from UxC’s UMO
(defined below) and is stated in constant (not-inflated) dollars.
See Denison news releases dated June 26, 2023 and August 9, 2023
and the Wheeler Technical Report (defined below) for
details.
(2)
Operating profit margin is
calculated as aggregate uranium revenue less aggregate operating
costs, divided by aggregate uranium revenue. Operating costs
exclude all royalties, surcharges and income taxes.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
(3)
NPV and IRR are calculated to
the start of construction activities for the Phoenix operation and
excludes $67.4 million in pre-FID expenditures.
(4)
Change from 2018 PFS is
computed by reference to the same scenario from the 2018 PFS,
adjusted to incorporate certain pre-FID costs for consistent
comparability.
(5)
Payback period is stated as
number of months to payback from the start of uranium
production.
(6)
The Adjusted Post-tax NPV,
IRR and payback period are based on the “adjusted
post-tax” scenario, which includes the benefit of certain
entity level tax attributes which are expected to be available and
used to reduce taxable income from the Phoenix operation. See
Denison news release dated June 26, 2023 and the Wheeler Technical
Report (defined below) for details.
|
Summary of Key Phoenix Operational Parameters (100%
basis)
|
|
Mine
life
|
10
years
|
|
Proven &
Probable reserves(1)
|
56.7 million lbs
U3O8 (219,000 tonnes
at 11.7% U3O8)
|
|
First 5 years of
reserves(2)
|
41.9 million lbs
U3O8 (Average 8.4
million lbs U3O8 /
year)
|
|
Remaining years
of reserves
|
14.8 million lbs
U3O8 (Average 3.0
million lbs U3O8 /
year)
|
|
Initial capital
costs(3)
|
$419.4
million
|
|
Average cash
operating costs
|
$8.51 (US$6.28)
per lb U3O8
|
|
All-in
cost(4)
|
$21.73 (US$16.04)
per lb U3O8
|
Notes
(1)
See Denison press release
dated June 26, 2023 for additional details regarding Proven &
Probable reserves.
(2)
The first five years is
determined by reference to the 60-month period that commences at
the start of operations.
(3)
Initial capital costs exclude
$67.4 million in estimated pre-FID expenditures expected to be
incurred before the project’s FID has been made.
(4)
All-in cost is estimated on a
pre-tax basis and includes all project operating costs, capital
costs post-FID, and decommissioning costs divided by the estimated
number of pounds U3O8 to be
produced.
The Gryphon
Update is largely based on the 2018 PFS, with efforts targeted at
the review and update of capital and operating costs, as well as
various minor scheduling and design optimizations. The study
remains at the PFS level of confidence.
Overall, the
Gryphon Update demonstrates that the underground development of
Gryphon is a positive potential future use of cash flows generated
from Phoenix, as it can leverage existing infrastructure to provide
an additional source of low-cost production.
|
Summary of Economic Results (100% Basis) – Base
Case
|
|
Uranium selling
price
|
US$75/lb U3O8(1)
(Fixed selling
price)
|
|
Exchange Rate
(US$:CAD$)
|
1.35
|
|
Discount
Rate
|
8%
|
|
Operating profit
margin(3)
|
83.0%
|
|
|
|
|
Pre-tax
NPV8%(3) (Change from 2018 PFS)(4)
|
$1.43 billion
(+148%)
|
|
Pre-tax
IRR(3)
|
41.4%
|
|
Pre-tax payback
period(5)
|
~ 20
months
|
|
|
|
|
Post-tax
NPV8%(3)(6)
|
$864.2
million
|
|
Post-tax
IRR(3)(6)
|
37.6%
|
|
Post-tax payback
period(5)(6)
|
~ 22
months
|
Notes
(1)
Fixed selling price is based
on the forecasted annual “Composite Midpoint” long-term
uranium price from UxC’s Q2’2023 UMO (defined below)
and is stated in constant (not-inflated) dollars. See Denison news
releases dated June 26, 2023 and August 9, 2023, and the Wheeler
Technical Report (defined below) for details.
(2)
Operating profit margin is
calculated as aggregate uranium revenue less aggregate operating
costs, divided by aggregate uranium revenue. Operating costs
exclude all royalties, surcharges and income taxes.
(3)
NPV and IRR are calculated to
the start of construction activities for the Gryphon operation, and
excludes $56.5 million in pre-FID expenditures.
(4)
Change from 2018 PFS is
computed by reference to the same scenario from the 2018 PFS,
adjusted to incorporate certain pre-FID costs for consistent
comparability.
(5)
Payback period is stated as
number of months to payback from the start of uranium
production.
(6)
There is no
“adjusted” post-tax case for Gryphon, given that the
entity level tax attributes of the Wheeler River Joint Venture
owners are assumed to have been fully depleted by the Phoenix
operation. See Denison news release dated June 26, 2023 and the
Wheeler Technical Report (defined below) for details.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
|
Summary of Key Gryphon Operational Parameters (100%
basis)
|
|
Mine
life
|
6.5
years
|
|
Probable
reserves(1)
|
49.7 million lbs
U3O8 (1,257,000 tonnes
at 1.8% U3O8)
|
|
Average annual
production
|
7.6 million lbs
U3O8
|
|
Initial capital
costs(2)
|
$737.4
million
|
|
Average cash
operating costs
|
$17.27 (US$12.75)
per lb U3O8
|
|
All-in
cost(3)
|
$34.50 (US$25.47)
per lb U3O8
|
Notes
(1)
See Denison press release
dated June 26, 2023 for additional details regarding Probable
reserves.
(2)
Initial capital costs exclude
$56.5 million in estimated pre-FID expenditures expected to be
incurred before an FID has been made.
(3)
All-in cost is estimated on a
pre-tax basis and includes all project operating costs, capital
costs post-FID, and decommissioning costs divided by the estimated
number of pounds U3O8 to be
produced.
At September 30,
2025, the WRJV is owned by the Company (90%) and JCU (10%). In
October 2024, the WRJV Management Committee approved the findings
and recommendations of the Phoenix FS, which became an Approved
Development Program (‘ADP’) under the WRJV Agreement,
providing the WRJV’s approval for development and
construction of the project in accordance with the Phoenix FS.
Denison has not yet made an FID with respect to the Phoenix
project, pending project EA and License approval.
At the October
2024 WRJV Management Committee meeting, JCU abstained from voting
on the Phoenix FS and ADP. In accordance with the terms of the WRJV
agreement, non-support of the Phoenix FS and ADP by a participant
means that such participant is no longer liable for its cost share
of WRJV expenditures. As a result of JCU’s non-support
through abstention, Denison has funded 100% of the project
expenditures from the date of the October 2024 WRJV Management
Committee meeting. The WRJV Agreement further requires that a
participant who does not support an ADP must sell or transfer their
interest in the project. The sale or transfer for JCU’s
participating interest in the WRJV has not yet occurred and UEX
Corporation (‘UEX’), as operator of JCU, has notified
Denison that it does not agree that JCU’s abstention should
be taken as non-support for the ADP.
Further details
regarding Wheeler River, including the estimated mineral reserves
and resources for Phoenix and Gryphon, are provided in the
Technical Report for the Wheeler River project titled ‘NI
43-101 Technical Report on the Wheeler River Project, Athabasca
Basin, Saskatchewan, Canada’ with an effective date of June
23, 2023 (‘Wheeler Technical Report’). A copy of the
Wheeler 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
The 2025
evaluation plan for Wheeler River included: (1) advancing detailed
design engineering and long-lead procurement, (2) completing the
required program documents to support licensing and permitting
approval for the construction of the proposed Phoenix ISR
operation, (3) advancing negotiation of additional impact benefit
type agreements with interested parties, (4) planning and executing
a field program, coordinated with exploration efforts, at Gryphon
to collect additional information to support future evaluation
assessments, and (5) commencing pre-construction EA commitments at
Phoenix.
During the three
and nine months ended September 30, 2025, Denison’s share of
evaluation costs at Wheeler River was $11,557,000 and $27,294,000,
respectively (September 30, 2024 – $7,597,000 and
$18,875,000).
Engineering Activities
Metallurgical Testing
Phoenix
During
the nine months ended September 30, 2025, a metallurgical test
program continued at Saskatchewan Research Council Laboratories
(‘SRC’) in Saskatoon, including a hybrid core leach
test which is expected to provide information on leach progression
during mining operations at the Phoenix deposit, and process
circuit testing to optimize performance. Additionally, the Company
is evaluating opportunities to increase the efficiency of the
effluent treatment process and consolidation of stored gypsum
precipitate, produced as a result of effluent
treatment.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Gryphon
During the third
quarter, Gryphon metallurgical testing continued using core samples
collected during the Gryphon delineation drill program completed
during the first half of 2025. The cores have been ground to
facilitate testing of the process circuits necessary to assess
downstream processing requirements of Gryphon
ore.
Detailed Design Engineering
The detailed
design engineering phase includes work related to the Phoenix
process plant, freeze plant, electrical substation &
distribution, integration of wellfield surface facilities,
ponds/pads, site earthworks (including the access road to site),
air strip and road design, civil piping (including firewater),
overall site layout with modular building design and
integration.
The engineering
activities required to construct and commission the proposed
Phoenix operation are advancing within expected timelines to
support an FID shortly after the receipt of regulatory approvals.
Total engineering is significantly advanced with approximately 85%
estimated to be completed by the date of this MD&A, including
most scopes planned for the first year of construction approaching
100% total engineering. Engineering on scopes of work related to
the second year of construction will approach substantial
completion by end of 2025, leading to the finalization of all
principal engineering deliverables prior to the start of
construction.
Construction
plans continue to estimate an approximately 2-year timeline for
construction, with the first year of construction focused on civil
works to prepare the site, establishment of key electrical
infrastructure, installation and commissioning of freeze wells, and
completion of key concrete slabs and enclosure of the main process
plant building. A summary of estimated completion of total
engineering for work expected in Year 1 of construction is shown
below:
|
Description of work package for construction work expected in Year
1
|
Estimated Total Engineering Completed
|
|
Civil –
Ground clearing
|
100%
|
|
Civil –
Wellfield & runoff pond, substation, camp, roads
|
100%
|
|
Civil –
Process ponds and landfills
|
100%
|
|
Civil - Airstrip
and Airport Road Installation
|
100%
|
|
Electrical
– Main substation & e-house installation
|
95%
|
|
Freeze Plant
– Freeze plant, e-house and freeze pipe
installation
|
85%
|
|
Freeze Wells
– Supply and installation
|
95%
|
|
Concrete Batch
Plant – Supply and operation for main process plant and
freeze plant area
|
80%
|
|
Process Plant
– Pre-engineered building
|
75%
|
|
Permanent camp
– Supply and installation
|
80%
|
|
Buried Utilities
– Electrical and Instrumentation
|
90%
|
|
Telecommunication
& Internet – Installation and operation
|
75%
|
Generally, the
work packages completed to date have confirmed the FS design with
no major deviations from plans made in prior engineering studies.
Detailed engineering deliverables continue to advance within each
of the core engineering disciplines (process, mechanical, civil,
structural, electrical and instrumentation) showing significant
advancement in principal engineering documents including design
criteria, specifications, general arrangements, equipment lists,
data sheets, P&ID’s, block diagrams, and control
narratives. All civil drawings have reached the Issued for
Construction (‘IFC’) milestones with all remaining
engineering principal deliverables expected to follow by the end of
2025, ensuring that engineering is substantially complete prior to
the start of construction.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The following 3D
model illustrates the mining and processing infrastructure for
Wheeler.
Field Program
Phoenix
During the nine
months ended September 30,
2025, the Company planned for and commenced field programs designed
to fulfil certain pre-construction EA commitments, including
drilling additional groundwater wells, to allow for the collection
of additional hydrogeologic and geochemical datasets, and grouting
previously utilized exploration boreholes. At the end of September
2025, the grouting program was approximately 95% complete and the
groundwater well drilling was 30% complete. These programs are
anticipated to be completed in the fourth quarter of
2025.
Gryphon
In addition to
resource delineation efforts described in the Exploration section,
supplemental field work was completed in the second quarter. The
Company is currently planning engineering trade-off studies to be
based on field data collected during the 2025 field programs, and
intended to support a future decision to proceed to a feasibility
study.
Procurement Advancement
Procurement
efforts continue to progress with a total of 89 procurement
packages currently assessed as required for the project. As at
September 30, 2025, 25 packages have been awarded and procurement
activities are in progress for a further 34 packages. Awarded
packages associated with long lead electrical equipment such as the
substation transformer, high voltage sub-station yard equipment,
electrical switch gear, E-house electrical buildings and diesel
power generators have been secured to align with anticipated
construction timelines. Larger process equipment, including control
systems, drum filling station, process thickeners, sand filters and
centrifuges, have also been purchased. Request for proposal
packages (‘RFP’) have been issued for 14 construction
services packages for early and critical works. These packages are
intended to ensure Denison is ready to commence project
construction upon receipt of applicable approvals.
The Company
incurred $16,316,000 in expenditures on long-lead procurement items
during the third quarter of 2025, and has incurred $26,599,000 in
cumulative expenditures on a 100% basis. A further $43,686,000 has
been committed for capital purchases as at September 30, 2025.
These capital items are expected to be received over the next 6 to
24 months and represent a portion of the initial capital cost of
the project.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Construction Planning
In 2024,
third-party construction management support was onboarded to
facilitate construction planning and the development of core
construction documentation to guide the safe execution of project
work and to meet regulatory requirements.
With the final
part of the Commission Hearing scheduled for early December 2025,
the construction schedule is calibrated for an anticipated start
date in early 2026.
Early
construction planning activities, including engagement with key
northern business partners, continue to progress and construction
execution schedules and construction methodologies have been
developed for each key scope of work, allowing major contract
tendering to progress. Negotiations have been commenced for year-1
construction scopes of work, including all civil packages,
electrical substation, freeze plant and onsite camp
infrastructure.
Environmental and Sustainability Activities
Environmental Assessment and Licensing Activities
In December 2024,
following a two-year regulatory review process, the EIS for Phoenix
was accepted by Commission staff. During the fourth quarter of
2024, the Company also received notice of technical sufficiency
from Commission staff, indicating that it had fulfilled the
application requirements for the Licence to Prepare for and
Construct a Uranium Mine and Mill
(‘Licence’).
In February 2025,
the Commission Registrar set the schedule for the Commission
Hearing for Wheeler River EA and License approvals. Part one of the
Hearing occurred on October 8, 2025, in Gatineau Quebec. The final
part of the Hearing will take place during the week of December 8,
in Saskatoon, Saskatchewan, at which intervenors will have the
opportunity to present their position on the Project. The
Commission is expected to render a decision on the EA and License
in early 2026.
The final
Provincial EIS for Phoenix was submitted to the Saskatchewan
Ministry of Environment (‘MOE’) in October 2024 and the
public and Indigenous review period closed in early December 2024.
In July 2025, Denison received Ministerial approval under
The Environmental Assessment
Act of Saskatchewan to proceed with the development of the
Wheeler River Uranium Project. Denison acknowledges that this
Ministerial approval is the subject of a judicial review
application, filed by Peter Ballantyne Cree Nation
(‘PBCN’) on October 28, 2025, which asserts that the
Government of Saskatchewan breached its duty to consult with PBCN.
Denison denies the claims made in the application. Denison values
Indigenous knowledge and insight, and has and will continue to
directly engage with PBCN with respect to the
project.
In September 2025
Denison submitted the Application for Approval to Construct a
Pollutant Control Facility under the Saskatchewan Environmental Management and
Protection Act. The receipt of Provincial Pollutant Control
Facility Permit represents one of the final regulatory Provincial
milestones necessary for Denison to commence
construction.
Community Engagement Activities
As part of
ongoing engagement activities, 2025 community engagement activities
included in-community meetings with residents and leadership,
regular updates to all Interested Parties, and sharing of
information about the forthcoming Commission Hearing. Due to
wildfires in the region, several engagement activities were
postponed. Denison continues to work closely with the Indigenous
and non-Indigenous communities of English River First Nation,
Kineepik Métis Local #9, the Northern Village of Pinehouse,
the Northern Village of Ile a la Crosse, the Northern Village of
Beauval, the Northern Hamlet of Cole Bay and the Northern Hamlet of
Jans Bay, each of whom has provided their consent and support to
the Project, to ensure leadership and residents have access to
current information related to Wheeler River.
Evaluation Pipeline Properties
Waterbury Lake
In
2020, an independent PEA was completed for Waterbury, which
evaluated the potential use of the ISR mining method at the THT
deposit. Denison’s 2023 evaluation activities at Waterbury
were designed to build upon the 2020 PEA and were highlighted by an
ISR field program consisting of the installation of the first ISR
test wells at THT, the completion of pump and injection testing,
permeameter data collection, hydrogeological logging, metallurgical
sampling, geological logging, as well as an ion tracer test. The
test program results validated the amenability of the deposit to
ISR mining.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
In 2024,
Denison’s work at Waterbury included: (1) metallurgical test
work with core retrieved during the 2023 field program, (2)
additional pump and injection tests from the ISR test wells
installed in 2023, to validate year-over-year hydrogeological test
results, and (3) collection of key components of environmental
baseline data.
During the nine
months ended September 30, 2025, a 17-hole evaluation drilling
program was completed, testing for additional high-grade
mineralization and collecting geological data from the THT East
Pod. Metallurgical samples collected during the program were
selected for additional ISR-focused test work. Results of the
program are pending.
Additionally, a
9-hole drill program was completed in October 2025, assessing the
hydrogeological characteristics of the THT West Pod as part of a
larger ISR Project assessment. The program comprised of 5
pump/injection wells, 3 monitoring wells and one recharge well. The
results of the test program are designed to inform future field and
desktop programs as well as technical assessments.
The Company
continues to complete desktop assessments required for the
completion of the PFS, which is expected to be completed by the end
of 2025.
Midwest
The MWJV is
operated by Orano Canada and is host to the high-grade Midwest Main
and Midwest A uranium deposits, which lie along strike and within
six kilometres of the THT and Huskie deposits on Denison’s
Waterbury Lake project. The Midwest and Waterbury deposits are all
located near existing uranium mining and milling infrastructure,
including provincial highways, power lines, and Denison’s
22.5% owned McClean Lake mill.
A Concept Study
evaluating the potential application of the ISR mining method at
Midwest was issued to the MWJV in early 2023. In 2024, an inaugural
ISR field test program was undertaken at Midwest and successfully
confirmed that the deposit’s hydraulic conductivity
(permeability) was sufficient for ISR mining, demonstrated the
effectiveness of permeability enhancement techniques, and allowed
for the collection of core samples which were used to commence
metallurgical test work.
During the
second quarter of 2025, the
Company completed a second ISR field test program at the Midwest
Main deposit. The 2025 program involved the installation of a
multi-well test pattern to facilitate additional hydrogeological
test work as well as the deployment of certain permeability
enhancement tools. The program successfully achieved its
objectives: the installation of pump, injection and monitoring
wells and the successful completion of a tracer test which further
verified the connectivity of the formation and desired flow rates
for the potential application of the ISR mining
methodology.
Additionally,
during the nine months ended September
30, 2025, core and column leach testing continued on key
hydrogeological units of the Midwest main deposit at SRC, with a
focus on lixiviant requirements and recovery curve
generation. The majority of the tests are now into the
post-leach characterization phase.
The results from
the 2024 and 2025 field programs and technical studies have
informed the results of the recently released PEA evaluating the
merit of deploying ISR mining at the Midwest Main
deposit.
The PEA outlines
total ISR mine production (100% basis) of 37.4 million pounds
U3O8 over an
approximately 6-year mine life with processing at the nearby
McClean Lake mill, resulting in annual average production of nearly
6.1 million pounds U3O8, an after-tax
base-case NPV of $965 million, and after-tax base-case IRR of
82.7%. Key operating parameters and economic results from the PEA
are summarized below:
|
Summary of Key Midwest Main Operational Parameters (100%
basis)
|
|
Mine
life
|
6.14
years
|
|
Potentially
mineable resources(1)
|
37.4 million lbs
U3O8 (650,000 tonnes
at 2.60% U3O8)
|
|
Average annual
production(2)
|
6.1 million lbs
U3O8
|
|
Initial capital
costs
|
$254.0
million
|
|
Average cash
operating costs
|
$15.78 (US$11.69)
per lb U3O8
|
|
All-in
cost(3)
|
$34.80 (US$25.78)
per lb U3O8
|
Notes
(1)
See Denison
press release dated August 6, 2025 for additional details regarding
estimated Mineral Resource.
(2)
Based on the estimated number of pounds
U3O8
to be produced over the life of the
project divided by mine life.
(3)
All-in cost is estimated on a pre-tax basis and
includes all project operating costs, capital costs post-FID, and
decommissioning costs divided by the estimated number of pounds
U3O8
to be produced.
The PEA is
preliminary in nature, includes mineral resources that are
considered too speculative geologically to have the economic
considerations applied to them that would allow them to be
categorized as mineral reserves, mineral resources that are not
mineral reserves do not have demonstrated economic viability, and
there is no certainty that the PEA will be realized.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
|
Summary of Economic Results (100% Basis) – Base
Case
|
|
Uranium selling
price
|
UxC Spot Price(1)
(~USD$80/lb U3O8)
|
|
Exchange Rate
(US$:CAD$)
|
1.35
|
|
Discount
Rate
|
8%
|
|
Operating profit
margin(2)
|
85.4%
|
|
|
|
|
Pre-tax
NPV8%(3)
|
$1.62
billion
|
|
Pre-tax
IRR(3)
|
111.1%
|
|
Pre-tax payback
period(4)
|
~ 6
months
|
|
|
|
|
Post-tax
NPV8%(3)
|
$964.7
million
|
|
Post-tax
IRR(3)
|
82.7%
|
|
Post-tax payback
period(4)
|
~ 9
months
|
Notes
(1)
Spot price
forecast is based on “Composite Midpoint” scenario from
UxC’s Q4’2024 Uranium Market Outlook
(“UMO”) and is stated in constant (not-inflated)
dollars.
(2)
Operating
profit margin is calculated as aggregate uranium revenue less
aggregate operating costs, divided by aggregate uranium revenue.
Operating costs exclude all royalties, surcharges and income
taxes.
(3)
NPV and IRR
are calculated to the start of construction activities for the
Midwest project and excludes $16.8 million in pre-FID
expenditures.
(4)
Payback
period is stated as number of months to payback from the start of
uranium production.
Desktop
and technical assessment planning continued during the third
quarter of 2025, focused on future field and laboratory test
programs.
Kindersley Lithium Project
In January 2024,
Denison entered into an agreement with Grounded Lithium Corp.
(‘Grounded Lithium’) with respect to the KLP in
Saskatchewan. The agreement includes a series of earn-in options,
with the exercise of each earn-in option by way of a combination of
cash payment to Grounded Lithium and completion of required work
expenditures to advance the KLP.
In 2024, Denison
commenced a $4.5 million program to allow for the advancement of
KLP through a robust process of technical de-risking. The program
is expected to conclude with the potential completion of a PFS.
During 2024, program work included: (1) the collection of formation
specific field information, including the flow and concentration of
various horizons of the Duperow formation, as well as collection of
fresh brine for lab-based test work; (2) comprehensive lab-scale
metallurgical testing on available direct lithium extract
(‘DLE’) technology and downstream processes; (3) the
development of a process simulation model for lithium processing;
and (4) the commencement of technical assessments required for
inclusion in a future PFS.
During the nine
months ended September 30,
2025, the Company continued to progress the evaluation of DLE
technologies in parallel with advancement of engineering design
initiatives expected to support the completion of a potential
future PFS.
MINERAL PROPERTY EXPLORATION
During the three
and nine months ended September 30, 2025, Denison’s share of
exploration expenditures was $3,798,000 and $14,362,000 (September
30, 2024 – $2,834,000 and $10,002,000). The increase in
exploration expenditures compared to the prior year period is
primarily due to an increase in both winter and summer exploration
activities.
Exploration
spending in the Athabasca Basin is generally seasonal in nature,
with spending typically higher during the winter exploration season
(January to mid-April) and summer exploration season (June to
mid-October).
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The following
table summarizes the 2025 exploration activities to the end of
September 30, 2025. For exploration expenditures reported in this
MD&A, all amounts are reported for the three and nine months
ended September 30, 2025.
|
EXPLORATION ACTIVITIES
|
|
Property
|
Denison’s ownership
|
Drilling in metres
(m)(1)
|
Other activities
|
|
Crawford
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
CLK
|
80.00%(2)
|
-
|
Geophysical
Survey
|
|
Hatchet
Lake
|
56.12%(3)
|
2,400 (10
holes)
|
-
|
|
Hook
Carter
|
80%(4)
|
-
|
Geophysical
Survey
|
|
Johnston
Lake
|
100.00%
|
-
|
Geophysical
Survey
|
|
McClean
Lake
|
22.5%
|
6,447 (24
holes)
|
-
|
|
Moon Lake
South
|
75.00%(5)
|
-
|
Geophysical
Survey
|
|
Murphy Lake
North
|
30.00%(6)
|
5,062 (12
holes)
|
-
|
|
Murphy Lake
South
|
80.00%(2)
|
2,500 ( 8
holes)
|
Geophysical
Survey
|
|
Wheeler
River
|
95.00%(7)
|
12,533 (17
holes)
|
Geophysical
Survey
|
|
Waterbury
|
70.55%(8)
|
4,642 (15
holes)
|
Geophysical
Survey
|
|
Waterfound
|
24.68%(9)
|
11,153 (19
holes)
|
Geophysical
Survey
|
|
Wolly
|
27.73%(10)
|
3,987 (15
holes)
|
-
|
|
Wolverine
|
80.00%(2)
|
-
|
Geochemical
Survey
|
|
Total
|
|
48,724 (120 holes)
|
|
Notes
(1)
The Company reports total
exploration metres drilled and the number of holes that were
successfully completed to their target depth.
(2)
Denison’s effective
ownership interest as at September 30, 2025. In 2024, Foremost
Clean Energy Ltd. (‘Foremost’) satisfied the conditions
of the first phase of its earn-in under an option agreement
(‘Foremost Earn-In’), pursuant to which Foremost has
the current right to exercise its option to earn a 20% interest in
these projects, reducing Denison’s ownership interest to
80%.
(3)
Denison’s effective
ownership interest as at September 30, 2025. In 2024, Foremost
satisfied the conditions of the first phase of the Foremost
Earn-In, pursuant to which Foremost has the current right to
exercise its option to earn 14.03%, which would reduce
Denison’s ownership interest in Hatchet Lake to
56.12%.
(4)
Denison’s effective
ownership interest as at September 30, 2025.The remaining interest
is owned by Greenridge Exploration Inc.
(5)
Denison’s effective
ownership interest as at September 30, 2025.The remaining interest
is owned by CanAlaska Uranium Ltd.
(6)
Denison’s effective
ownership interest as at September 30, 2025. The remaining interest
was acquired by Cosa Resources Corp. in January 2025.
(7)
Denison’s effective
ownership interest as at September 30, 2025, including an indirect
5.0% ownership interest held through Denison’s 50% ownership
of JCU.
(8)
Denison’s effective
ownership interest as at September 30, 2025. The remaining interest is
owned by Korea Waterbury Uranium Limited Partnership.
(9)
Denison’s effective
ownership interest as at September 30, 2025, including an indirect
12.90% ownership interest held through Denison’s 50%
ownership of JCU.
(10)
Denison’s effective
ownership interest as at September 30, 2025, including an indirect
6.39% ownership interest held through Denison’s 50% ownership
of JCU.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The
Company’s land position in the Athabasca Basin, as of
September 30, 2025, consists of 384,007 hectares (229 claims), as
illustrated in the figure below. The land position reported by the
Company excludes the land positions held by JCU.
Wheeler River Exploration
Denison’s
share of exploration costs at Wheeler River during the three and
nine months ended September 30, 2025 was $246,000 and $6,550,000,
respectively (September 30, 2024 - $16,000 and
$1,962,000).
The 2025 Wheeler
River winter exploration drilling program, which was initiated in
mid-January and was completed in April, was focused on the Gryphon
deposit, where 12,533 metres were drilled in 17 holes.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The drill hole
locations from the winter 2025 are illustrated in the figure below
.
The Gryphon
drilling program was designed to refine and improve confidence in
the estimated mineral resources, and collect critical geotechnical,
hydrological, and metallurgical data that may be used to support
future evaluation studies.
Gryphon is
comprised of 24 primarily basement-hosted stacked
lenses referred to as the A-series, B-series, C-series,
D-series and E-series lenses, which are interpreted to be stacked
to form a zone of mineralization measuring approximately 280 metres
long by 113 metres wide, with each lens having variable thicknesses
and generally plunging to the northeast and dipping to the
southeast. Four high-grade domains have been established within the
A1 and D1 lenses. The A1 high-grade domain represents 40% of the
total indicated mineral resources estimated for the deposit;
whereas the combination of the three D1 high-grade domains
represent approximately 10% of the total indicated mineral
resources.
The A1 lens was
the primary focus of the drill program as the high-grade and
low-grade domains contain approximately 50% of the estimated
indicated mineral resource for Gryphon. Several drill holes
intersected the A1 high-grade domain and established additional
continuity within the A-series lenses.
The B and C
series lenses are located below the A series within the center of
the deposit and were also intersected as part of the 2025
delineation program. Together the B and C series lenses account for
approximately 20% of the total estimated indicated mineral
resources.
Several drill
holes encountered significant results, demonstrating the high-grade
nature of Gryphon, including the following results from WR-831D1D2,
which tested the primary lenses and returned the best mineralized
intercepts from the delineation program:
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
|
Drill hole intercepts by lens for WR-831D1D2(1)
|
|
Lens
|
From (m)
|
To (m)
|
Length (m)(6)
|
%eU3O8(2)
|
|
A4(3)
|
655.6
|
657.3
|
1.7
|
0.87
|
|
A3(3)
|
664.9
|
667.3
|
2.4
|
0.20
|
|
A2(3)
|
682.5
|
684.3
|
1.8
|
0.76
|
|
A1(3)
|
689.3
|
700.3
|
11.0
|
1.76
|
|
(includes)(4)
|
692.6
|
694.4
|
1.8
|
3.85
|
|
(includes) (4)
|
695.3
|
697.2
|
1.9
|
5.28
|
|
B1(3)
|
701.2
|
708.0
|
6.8
|
0.13
|
|
B2(3)
|
713.0
|
717.4
|
4.4
|
0.14
|
|
B3(3)
|
721.0
|
735.5
|
14.5
|
2.13
|
|
(includes) (4)
|
723.9
|
725.7
|
1.8
|
6.38
|
|
(includes) (4)
|
727.1
|
727.6
|
0.5
|
2.60
|
|
(includes) (4)
|
731.5
|
734.0
|
2.5
|
6.16
|
|
B3
(continued)(3)
|
737.5
|
743.8
|
6.3
|
0.91
|
|
(includes) (4)
|
740.1
|
740.7
|
0.6
|
3.42
|
Notes
(1)
Drill hole orientation (azimuth/dip)
295.8o/-77.0o.
(2)
eU3O8 is
radiometric equivalent uranium from a calibrated total gamma
down-hole probe. All intersections have been sampled for
chemical U3O8 assay.
(3)
Intersection interval is composited above a
cut-off grade of 0.05% eU3O8.
(4)
Intersection interval is composited above a
cut-off grade of 2.0% eU3O8.
(5)
Intersections
with less than 0.5 GT were left out of the table to simplify the
results.
(6)
As most of
the drill holes are oriented steeply toward the northwest and the
basement mineralization is interpreted to dip moderately to the
southeast, the true thickness of the mineralization is expected to
be approximately 85% of the intersection lengths.
Overall, the
delineation program confirmed the current geological
interpretation of the deposit and supported the grade-thickness
(GT) assumptions in the resource block model.
In addition to
testing the A1 lens, the D series lenses were also targeted for
potential mineral resource expansion in 2025 given their
high-grade, structurally controlled nature, and that previous
drilling left the mineralization partially open in the down-plunge
and along-strike directions. Prior to this program, no
significant expansion drilling has occurred proximal to Gryphon
since 2018.
The last
drill hole of the program (WR-837AD2) encountered
high-grade uranium mineralization, which is interpreted to expand
the extent of the D1 zone by ~40 metres in the down-plunge
direction. This drill hole tested a 100-metre gap in the
previous drill hole spacing and justifies further
follow-up drilling to test for additional down-plunge extension of
the mineralization as well as the potential for along strike
continuation. Drill hole WR-836 was also completed in the
expansion area and encountered additional notable uranium
mineralization, which indicates the system is open along strike to
the north.
|
Drill hole intercepts by lens for
WR-836 and WR-837AD2(1)
|
|
Drill Hole
|
Lens
|
From (m)
|
To (m)
|
Length (m)(5)
|
%eU3O8(2)
|
|
WR-836(1)
|
D1(3)
|
800.3
|
800.8
|
0.5
|
0.40
|
|
WR-837AD2(1)
|
D1(3)
|
834.6
|
836.9
|
2.3
|
1.69
|
|
|
(includes)(4)
|
835.6
|
836.1
|
0.5
|
5.48
|
Notes
(1)
Drill hole orientation (azimuth/dip) for WR-836 is
306.8o/-73.4o and for WR-837AD2
is 311.1o/-71.0o.
(2)
eU3O8
is radiometric equivalent uranium from
a calibrated total gamma down-hole probe. All intersections have
been sampled for chemical U3O8
assay. Assay samples have been sent to
SRC lab for processing.
(3)
Intersection interval is composited above a
cut-off grade of 0.05% eU3O8.
(4)
Intersection interval is composited above a
cut-off grade of 2.0% eU3O8.
(5)
As most of
the drill holes are oriented steeply toward the northwest and the
basement mineralization is interpreted to dip moderately to the
southeast, the true thickness of the mineralization is expected to
be approximately 85% of the intersection lengths.
In October 2025,
a follow up 6,300 metre drill program commenced at Gryphon. This
program is expected to be completed by the end of
2025.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Exploration Pipeline Properties
During the first
nine months of 2025, exploration field programs were carried out at
10 of Denison’s pipeline properties (three operated by
Denison). For the three and nine months ended September 30, 2025,
Denison’s share of exploration costs for these properties was
$3,702,000 and $7,254,000, respectively (September 30, 2024 –
$2,380,000 and $7,398,000).
Crawford Lake
The Crawford Lake
Property is 100% owned by the Company and is located adjacent to
the southwestern portion of Wheeler River and borders the Moon Lake
South project. Winter access to the property can be gained from the
north via the Fox Lake road and from the south via the Cree Lake
road. The property is underlain by Athabasca Group sandstones,
which in turn overlie metamorphic rocks of the Wollaston and
Mudjatik Domains. The depth to the unconformity is between 415 and
515 metres.
A SWML EM survey
was initiated on the property late in the first quarter of 2025 to
better define basement conductivity associated with the CR3
conductive trend and generate targets for future drill testing on
the project. The survey was suspended during the second quarter of
2025, as site access was limited due to road conditions. The survey
resumed and was completed in July, with results expected in the
fourth quarter.
Hatchet Lake
With the
satisfaction of the conditions of the first option phase of the
Foremost Earn-In in late 2024, Foremost has vested a 14.03% stake
in the Hatchet Lake joint venture from Denison’s share in the
project, which joint venture participants are currently Denison
(70.15%) and Trident Resources Corp. (29.85%). Foremost has assumed
operatorship of the project during the Foremost
Earn-In.
In 2024, prior to
entering into the earn-in agreement with Foremost, Denison
completed a diamond drilling program to test the extent of
previously identified geochemical anomalies that are associated
with significant structure and alteration. A total of 884 metres
was drilled in four diamond drill holes, two holes along the
Richardson Trend and two holes at the Tuning Fork area. Significant
alteration and structure was observed in each of the four completed
holes.
Results from
analysis of core samples collected during the 2024 program were
received early in 2025. Samples from drill holes along the
Richardson trend returned strongly anomalous uranium values,
highlighted by hole RL-24-29 which intersected uranium
mineralization grading 0.11% U3O8 over 0.2 metres.
Additionally, lab results returned from the two holes completed at
Tuning Fork (TF-24-11 and TF 24-12) returned anomalous uranium and
elevated levels of boron (up to 5,670 ppm), copper (up to 233 ppm),
nickel (up to 387 ppm), and cobalt (up to 209 ppm). This level of
pathfinder element concentrations is potentially indicative of a
uranium mineralizing system.
Foremost
commenced a drilling program late in the first quarter of 2025,
which was completed during the second quarter. The diamond drill
program, originally planned as an 8-hole, 2,000 metre program,
increased to 10-holes and over 2,400 metres following positive
preliminary results from drill hole TF-25-16, which discovered a
new area of uranium mineralization highlighted by a mineralized
interval of 0.10% eU3O8 over 6.5
metres, including 0.22% eU3O8 over 0.9
metres, within a 15 metre wide zone of alteration. Anomalous
radioactivity was detected directly above and/or below the
unconformity in six of the ten drill holes completed as part of the
drill program. Samples from the mineralized intersections in these
drill holes have been submitted for assay and results are
pending.
Late in the third
quarter, Foremost received additional results for the winter drill
program. Assay results returned a significant increase in highlight
U3O8 grades, including
0.87% U3O8 over 0.45 metres
from 149.75 metres (previously estimated at 0.22% over 0.9
metres). In addition, the assay results indicate 6.2 metres
(from 144.0 to 150.2 metres) of total mineralization with a grade
of 0.10% U3O8, associated with
broad alteration features and Graphitic Shear Zone indicating
potential proximity to a larger mineralizing system. Another
notable result from the completion of the drill program was the
50-metre extension of previous mineralization along the Richardson
conductor, where drill hole RL-25-32 returned two mineralized
intervals.
Hook Carter
The Hook-Carter
Project is a uranium exploration project located in the
southwestern portion of the Athabasca Basin in Northern
Saskatchewan. The project is jointly owned by Denison (80%) and
Greenridge Exploration Inc. (20%). The property lands consist of 11
mineral claims combined for a total of 25,115 hectares and is host
to 15 kilometres of strike potential along the prolific Patterson
Corridor – which is well known owing to the Arrow Deposit,
Triple R deposit and Spitfire Zone.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
In the third
quarter a six-line Time Domain Electromagnetic Survey
(“MLTEM”) commenced, designed to infill the existing
MLTEM coverage along the extension of the Patterson Lake corridor
on the project lands. At the end of the quarter the survey was
ongoing and is anticipated to be completed in the fourth quarter of
2025.
CLK
CLK is an
exploration property located in the northeastern area of the
Athabasca Basin and is 100% owned by the Company. Pursuant to the
Foremost Earn-In, Foremost has vested a 20% interest in CLK and has
assumed operatorship of the project.
During the first
half of 2025, Foremost completed an airborne geophysical survey. In
total, 771 line-kilometers of electromagnetic surveying using the
MobileMT™ system was completed and data is currently being
processed to identify conductive trends and structural features
associated with known uranium mineralization.
Wolverine
Wolverine is an
exploration property located in the northeastern area of the
Athabasca Basin and is 100% owned by the Company. Pursuant to the
Foremost Earn-In, Foremost has vested a 20% interest in Wolverine
and has assumed operatorship of the project.
During the second
quarter of 2025, Foremost initiated a surficial radon geochemistry
survey. This targeted geochemical approach leverages the
relationship between radon gas emissions and the presence of
subsurface uranium. The survey grid covers two potential faults
which may explain the notable unconformity offset observed on the
property. The survey was completed in the third quarter of 2025
with results supporting future drill targets.
Murphy Lake North
In January 2025,
the Company completed a transaction with Cosa Resources Corp.
(‘Cosa’) pursuant to which Cosa acquired a 70% stake in
Murphy Lake North, entered into a joint venture agreement with
Denison for the project, and has assumed operatorship of the
project, subject to the conditions for retaining Cosa’s
interest as provided for in the acquisition agreement between Cosa
and the Company.
During the second
quarter of 2025, Cosa completed a four-hole drill program totaling
1,739 metres. The primary objectives of the program were to locate
and define the interpreted strike extension of the Hurricane (CH1)
trend and follow up historical intersections of weak uranium
mineralization on the parallel Cyclone (CH2) trend to the south.
Initial drilling in winter 2025 confirmed that up to two kilometres
of Hurricane trend basement geology is present within the property.
While testing the southern portion of the Hurricane trend, the
fourth and final drill hole of the program intersected a broad zone
of alteration and structure in the lower sandstone that is open
along strike in both directions.
Late in the second quarter, a second drill program commenced at
Murphy Lake North . The program planned to include initial
reconnaissance of the Cyclone trend, and to follow up the 2025
results from the Hurricane trend. The results of the program were
reported by Cosa in August 2025, including the completion of 3,323
metres in eight drill holes and the following
highlights:
●
Two kilometres of strong
sandstone structure and alteration identified at the Cyclone trend
underlain by large scale graphitic faulting
●
Up
to 30 metres of unconformity relief identified at
Cyclone
●
Alteration
and structure at Cyclone remain open in both directions and follow
up drill targets exist along multiple trends
At the end of the program, Cosa has met its sole-fund obligation to
retain a 70% interest in Murphy Lake North.
Murphy Lake South
Murphy Lake South
is situated in the eastern Athabasca Basin within the Mudjatik
Domain, a region with strong uranium potential. Recent exploration
successes along the LaRocque corridor have underscored the
potential of this area. Pursuant to the Foremost Earn-In, Foremost
has vested a 20% interest in Murphy Lake South and has assumed
operatorship of the project.
During the third
quarter of 2025, Foremost
conducted an
ambient noise tomography survey which was designed to refine
targets along a notable trend of stacked graphitic conductors
associated with known unconformity offsets south of MP-15-03 (0.25%
U₃O₈ over 6.0 metres). Many of the
individual conductors within this stacked system remain
underexplored.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Additionally in
the third quarter, Foremost commenced an 8-hole, 2,500 metre
diamond drill program, which remained ongoing at the end of the
third quarter.
Johnston Lake
The Johnston Lake
Property is host to known uranium mineralization along two
under-explored trends, the MJ-1 and Gumboot trends. The focus of
the Company’s exploration activities since 2022 have been on
the MJ-1 trend.
During the first
quarter of 2025, a SWML EM survey was initiated, with a focus on
resolving conductivity associated with a flexure in the western
extension of the MJ-1 trend. The geophysical program was completed
during the third quarter of 2025, results of which are currently
undergoing interpretation for future drill program
considerations.
McClean Lake
Orano initiated
an exploration drilling program focused on the McClean South area
in the first half of 2025. McClean South is located approximately
600 metres to the south of the McClean North deposit, where
the MLJV recently commenced commercial mining using the joint
venture's patented SABRE mining method. Historically two pods of
uranium mineralization, the 8W and 8E pods, were defined along a
conductor in the McClean South area with a new pod (the 8C Pod),
discovered in 2021. The 8C pod hosts low to high-grade uranium
mineralization over 150 metres of strike length between the 8W and
8E Pods.
Twenty-four holes
were completed during the 2025 exploration drilling program for a
total of 6,447 metres, with all holes completed on the 8C and 8W
pods. Based on initial probing results, 14 of the 24 holes
completed during the program intersected uranium mineralization
above a cutoff grade of 0.05% eU3O8. Assay results
for the program are pending. Notable high-grade intersections at
the 8C mineralized pod, include:
●
MCS-77 intersected 7.51%
eU3O8 over
5.4 metres from 165.7 to 171.1 metres (including 10.88%
eU3O8 over 3.7
metres),
●
MCS-80 intersected
3.5% eU3O8 over
11.2 metres from 156.7 to 167.9 metres (including 5.81%
eU3O8 over 6.5 metres),
and
●
MCS-84 intersected 1.72%
eU3O8 over 20.6
metres from 150.6 to 170.7 metres (including 4.43%
eU3O8 over 4.0
metres)
Results from the
8W pod were highlighted by the following:
●
MCS-61 and
MCS-64 confirmed mineralization in the sandstone near
surface along the western edge of the 8W pod,
●
MCS-61 intersected 0.15%
eU3O8 over 2.2
metres from 40.3 to 42.5 metres, and
●
MCS-64 intersected 0.21%
eU3O8 over 1.2
metres from 57.6 to 58.8 metres.
The results of
the holes discussed above and the balance of the mineralized
intersections from the 2025 drill program are summarized
below.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
|
2025 McClean Lake Exploration Drilling – Mineralized
Intersections
|
|
Drill Hole
|
Target area
|
Orientation
(azi/dip)
|
From
(m)
|
To
(m)
|
Length (m)(1)
|
%eU3O8(2)
|
|
MCS-61
|
8W
|
345°/-75°
|
40.3
|
42.5
|
2.2
|
0.15
|
|
MCS-62
|
8C
|
345°/-77°
|
173.9
|
176.9
|
3.0
|
0.52
|
|
including
|
-
|
-
|
175.6
|
176.0
|
0.4
|
1.71
|
|
MCS-63
|
8W
|
330°/-75°
|
174.3
|
175.6
|
1.3
|
0.31
|
|
MCS-64
|
8W
|
330°/-75°
|
57.6
|
58.8
|
1.2
|
0.21
|
|
MCS-67A
|
8C
|
340°/-70°
|
172.0
|
174.9
|
2.9
|
0.28
|
|
MCS-67A
|
-
|
-
|
175.9
|
183.2
|
7.3
|
0.29
|
|
MCS-67A
|
-
|
-
|
183.7
|
187.3
|
3.6
|
0.62
|
|
including
|
-
|
-
|
185.6
|
186.8
|
1.2
|
1.58
|
|
MCS-71
|
8C
|
348°/-80°
|
168.5
|
169.7
|
1.2
|
0.18
|
|
MCS-74
|
8C
|
345°/-80°
|
153.8
|
156.3
|
2.5
|
0.14
|
|
MCS-74
|
8C
|
-
|
157.2
|
164.7
|
7.5
|
0.24
|
|
MCS-74
|
8C
|
-
|
165.7
|
168.5
|
2.8
|
0.31
|
|
MCS-76
|
8C
|
349°/-80°
|
173.8
|
175.2
|
1.4
|
0.15
|
|
MCS-77
|
8C
|
345°/-80°
|
165.7
|
171.1
|
5.4
|
7.51
|
|
including
|
-
|
-
|
166.5
|
170.2
|
3.7
|
10.88
|
|
MCS-78
|
8C
|
345°/-83°
|
164.4
|
166.4
|
2.0
|
0.41
|
|
including
|
-
|
-
|
165.5
|
166.0
|
0.5
|
1.08
|
|
MCS-79
|
8C
|
345°/-78°
|
164.2
|
170.1
|
5.9
|
0.75
|
|
including
|
-
|
-
|
167.2
|
168.8
|
1.6
|
1.51
|
|
MCS-80
|
8C
|
346°/-80°
|
156.7
|
167.9
|
11.2
|
3.50
|
|
including
|
-
|
-
|
158.6
|
165.1
|
6.5
|
5.81
|
|
MCS-81
|
8C
|
345°/-77°
|
168.2
|
169.8
|
1.6
|
0.32
|
|
MCS-84
|
8C
|
345°/-90°
|
150.1
|
170.7
|
20.6
|
1.72
|
|
including
|
-
|
-
|
153.9
|
157.9
|
4.0
|
2.70
|
|
including
|
-
|
-
|
166.0
|
170.0
|
4.0
|
4.43
|
Notes
(1)
Lengths
indicated represent the down-hole length of mineralized
intersections.
(2)
Interval is composited above a cut-off grade of
0.05% eU, which corresponds to 0.06% eU3O8.
Moon Lake South
The Moon Lake
South property is located adjacent, to the west, of the Wheeler
River project and north of Denison’s 100% owned Crawford
Lake. The Moon Lake South project is a joint venture between
Denison (75%) and CanAlaska Uranium Ltd. (25%). Denison is the
project operator.
The project hosts
three mineralized showings, the most significant of which was
discovered during the winter of 2023, where high-grade uranium
mineralization grading 2.46% U3O8 over 8.0 metres
was encountered approximately 30 metres above the
unconformity.
The planned
exploration program for 2025 consists of a single line of SWML
surveying oriented perpendicular to previous surveys, designed to
resolve any potential conductivity associated with a
northwest-trending resistivity low feature found coincident with a
magnetic low trend. Line cutting to support the survey was
completed during the first quarter of 2025. Surveying has commenced
early in the third quarter of 2025.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Waterbury Lake
The Waterbury
Lake property is located in the northeastern portion of the
Athabasca Basin immediately north of Points North Landing. The
property is underlain by Athabasca Group sandstones, which in turn
overlie metamorphic rocks of the Wollaston and Mudjatik Domains.
The depth to the unconformity is between 200 and 400
metres.
In the third
quarter of 2025 Denison completed a 15-hole drill program for 4,642
meters. The field program was focused on four targets areas, Huskie
(7 drill holes – 2,316 metres), THT North 2 drill holes
– 625 metres), Oban (one drill hole – 368 metres) and
the GB Trend (3 drill holes – 1,035 metres).
Drill results at
Huskie have largely confirmed the previously published resource.
Drilling at the GB Trend have identified a strong alteration
corridor, which warrants future follow up. Drilling at THT North
and Oban did not yield any significant results.
Additionally,
during the third quarter, a direct current and induced polarization
(DCIP) survey commenced in the Murphy Lake area on the property,
and was ongoing at the end of the quarter. The results are expected
to be used to generate future drill targets.
Waterfound
Waterfound is a
joint venture between Orano Canada (62.42%), JCU (25.8%) and
Denison (11.78%) and is operated by Orano Canada.
The project is
located along the LaRocque Lake corridor, which hosts high-grade
uranium mineralization at Hurricane (IsoEnergy), the western
extension of Hurricane on the Cameco-operated Dawn Lake JV, and at
the LaRocque Lake zone on the Dawn Lake JV (Cameco). Waterfound
hosts two additional zones of high-grade uranium mineralization:
the Alligator and Crocodile Zones. Since the discovery of the
Crocodile Zone (4.75% eU3O8 over 13.3 metres)
in the winter of 2022, all exploration activity at Waterfound has
focused on drilling the D-1 North trend, which hosts both Alligator
and Crocodile.
The 2025
exploration diamond drill program was designed to continue the
evaluation of the D-1 North conductor, and nineteen holes were
completed for 11,153 metres during the first quarter. Borehole EM
surveys were completed on 15 of the 19 completed holes to
characterize the conductive response along the D-1 North trend to
further refine and resolve the position of the D-1 North conductor,
which is interpreted to be the main control on mineralization at
Alligator and Crocodile.
Elevated
radioactivity was encountered in the majority of holes completed
during the winter drilling program. Based on initial probing
results, uranium mineralization exceeding a cutoff grade of 0.05%
eU3O8 was encountered
in three of the completed drill holes. Assay results are
pending.
Wolly
The Wolly project
is a joint venture between Orano Canada (65.88%), JCU (12.78%), and
Denison (21.34%)and Orano Canada is the operator. Deposits that
have been discovered on the Wolly project were later partitioned
into the McClean Lake property, including JEB, McClean North/South,
and the Sue deposits. Over 980 drill holes have been completed on
the Wolly property, and over 150,000 metres have been
drilled.
Orano carried out
an exploration diamond drilling program during the first half of
2025, which was designed to evaluate two target areas (Collins
Creek and Emperor) and was completed in April. At Collins Creek,
historical drilling identified anomalous uranium along the trend,
which could potentially host uranium pods similar to those found at
McClean North and South. The Emperor trend represents the E-NE
strike extension of the geological trend that hosts the Tamarack
deposit (historic resource of 17.9 million pounds U3O8 grading 4.42%
U3O8), which is
located approximately 1,200 metres to the west on the
Cameco-operated Dawn Lake property.
During the first
half of 2025, 3,987 metres were drilled in fifteen holes, with
twelve holes completed at Collins Creek, and an additional three
holes completed at the Emperor trend. Based on initial probing
results, two of the holes completed at Collins Creek intersected
low-grade unconformity-associated uranium mineralization exceeding
a cutoff grade of 0.05% eU3O8, while all three
holes completed at Emperor identified low-grade mineralization
above a 0.05% eU3O8 cutoff. Assay
results for the program are pending.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and
administrative expenses were $3,664,000 and $13,010,000,
respectively, during the three and nine months ended September 30,
2025 (September 30, 2024 – $3,552,000 and $10,877,000). These
costs are mainly comprised of head office salaries and benefits,
share based compensation, audit and regulatory costs, legal fees,
investor relations expenses, and all other costs related to
operating a public company with listings in Canada and the United
States. The increase in general and administrative expenses
compared to the prior year periods is predominantly driven by an
increase in share-based compensation and head office salaries and
benefits due to increases in headcount.
OTHER INCOME AND EXPENSE
During the three
and nine months ended September 30, 2025, the Company recognized
other income of $16,790,000 and $22,205,000, respectively
(September 30, 2024 – other expense of $10,669,000 and
$20,347,000).
The main drivers
of the other income/expense are as follows:
Fair value gains on uranium investments
In 2021, the
Company acquired 2,500,000 pounds of U3O8 at a weighted
average cost of $36.67 (US$29.66) per pound U3O8 (including
purchase commissions of $0.05 (US$0.04) per pound U3O8) to be held as a
long-term investment to strengthen the Company’s balance
sheet and potentially enhance its ability to access project
financing in support of the future advancement and/or construction
of Wheeler River. Given that this material is held for long-term
capital appreciation, the Company’s holdings are measured at
fair value, with changes in fair value between reporting dates
recorded through profit and loss. In previous years, the Company
sold 300,000 pounds of U3O8 at a weighted
average price of $111.66 (US$82.25) per pound U3O8.
In the third
quarter of 2025, the Company sold 300,000 pounds of U3O8 at an average
price of $103.89 (US$76.00) per pound U3O8. The Company
recorded proceeds of $31,166,000 (US$22,800,000). As at September
30, 2025, the Company held 1,900,000 pounds of U3O8.
During the three
months ended September 30, 2025, the spot price of U3O8 increased from
$107.10 (US$78.50) per pound U3O8 at June 30, 2025,
to $114.16 (US$82.00) per pound U3O8 at September 30,
2025, resulting in a fair value of the Company’s uranium
investments of $216,901,000 and a mark-to-market gain of
$12,452,000 (three months ended September 30, 2024 –
mark-to-market loss of $14,680,000). During the nine months ended
September 30, 2025, the spot price of U3O8 increased from
$105.40 (US$73.00) per pound U3O8 at December 31,
2024, to $114.16 (US$82.00) per pound U3O8 at September 30,
2025, resulting mark-to-market gain of $16,979,000 on the
Company’s uranium holdings (nine months ended September 30,
2024 – mark-to-market loss $20,437,000).
Fair value gains/losses on portfolio investments
During the three
and nine months ended September 30, 2025, the Company recognized a
gain of $3,745,000 and $5,846,000, respectively, on portfolio
investments carried at fair value (September 30, 2024 – gain
of $3,289,000 and a loss of $135,000). Gains and losses on
investments carried at fair value are determined by reference to
the closing share price of the related investee at the end of the
period, or, as applicable, immediately prior to
disposal.
Fair value gains/losses on F3 Debentures
During the year
ended December 31, 2023, the Company completed a $15 million
strategic investment in F3 Uranium Corp. (‘F3’) in the
form of unsecured convertible debentures, which carry a 9% coupon
and are convertible at Denison’s option into common shares of
F3 at a conversion price of $0.56 per share. During the third
quarter of 2024, F3 completed an arrangement whereby F3 transferred
17 prospective uranium exploration projects to F4 Uranium Corp.
(‘F4’). As a result of the spin out, for the conversion
price of $0.56, Denison will now receive one share of F3 and
1/10th of
a share of F4 on conversion of the debentures. F3 has the right to
pay up to one third of the quarterly interest payable by issuing
common shares. F3 will also have certain redemption rights on or
after the third anniversary of the date of issuance of the
Debentures and/or in the event of an F3 change of control. As a
result of the debentures’ conversion and redemption features,
the contractual cash flow characteristics of these instruments do
not solely consist of the payment of principal and interest and
therefore the debentures are accounted for as a financial asset at
fair value through profit and loss.
During the three
and nine months ended September 30, 2025, the Company recognized a
mark-to-market gain of $97,000 and a loss of $411,000, respectively
(September 30, 2024 – mark-to-market gain of $310,000 and a
loss of $1,125,000) on its investments in the
debentures.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
For the three
months ended September 30, 2025, the slight gain was primarily due
to movement in the share price offset by the change in the credit
spread from June 30, 2025 to September 30, 2025. For the nine
months ended September 30, 2025, the loss was primarily due to a
lower F3 share price from December 31, 2024 to September 30, 2025,
as well as a higher credit spread, which led to a decrease in the
value of the debentures’ embedded conversion
option.
Gain on receipt of proceeds from Uranium Industry a.s.
In January 2022,
the Company executed a Repayment Agreement (‘RA’)
pursuant to which the parties negotiated the repayment of the debt
owing from Uranium Industry a.s. (‘UI’) to Denison in
connection with the Company’s sale of its mining assets and
operations located in Mongolia to UI in 2015 for upfront cash
consideration as well as the rights to receive additional
contingent consideration. Under the terms of the RA, UI has agreed
to make scheduled payments of the amounts owing from the sale of
the Mongolia operations through a series of quarterly installments
and annual milestone payments until December 31, 2025. The total
amount due to Denison under the RA is approximately US$16,000,000,
inclusive of additional interest to be earned over the term of the
agreement at a rate of 6.5% per annum, of which the Company has
collected US$12,400,000 to-date. The RA includes customary
covenants and conditions in favour of Denison, including certain
restrictions on UI’s ability to take on additional debt, in
consideration for Denison’s deferral of enforcement of an
arbitration award while UI is in compliance with its obligations
under the RA.
During the three
and nine months ended September 30, 2025, the Company received
US$300,000 and US$900,000, respectively from UI (September 30, 2024
– US$600,000 and US$900,000), of which a portion relates to
reimbursement of legal and other expenses incurred by Denison.
During the three and nine months ended September 30, 2025, as a
result of the payments received, the Company recorded gains related
to the Mongolia sale receivable of $413,000 and $1,259,000,
respectively (September 30, 2024 – $801,000 and $1,197,000).
This receivable is recorded at fair value at each period end
(September 30, 2025 and December 31, 2024 –
$nil).
Foreign exchange losses/gains
During the three
and nine months ended September 30, 2025, the Company recognized a
foreign exchange gain of $530,000 and a loss $597,000, respectively
(September 30, 2024 – loss of $308,000 and a gain of
$803,000). The foreign exchange loss is predominantly due to the
impact of the changes in the US dollar to Canadian dollar exchange
rate during the quarter on US dollar monetary assets.
FINANCE INCOME AND EXPENSE
During the three
and nine months ended September 30, 2025, the Company recognized
finance expense of $130,168,000 and $130,286,000, respectively
(September 30, 2024 – finance income of $638,000 and
$2,381,000). Finance income and expense includes interest income
generated on cash and cash equivalents held by the Company,
interest expense due to the Notes, and accretion expense. The main
drivers of finance income and expense in 2025 is primarily due to
the following:
Fair value loss on convertible notes conversion and redemption
options and Capped Call options
As noted above,
on August 15, 2025, the Company completed its
‘US-Style’ offering of convertible senior unsecured
notes for an aggregate principal amount of US$345,000,000
($476,307,000). The holders of the Notes may convert their Notes
after December 31, 2025, under the following circumstances: (1) the
closing sale price of the Company’s shares exceeds 130% of
the conversion price of USD$2.92 per share (US$3.79) for at least
20 trading days in the 30 consecutive trading days ending on the
last trading day of the immediately preceding quarter (the
‘Share Price Threshold’); (2) the trading price per
$1,000 principal amount of the Note is equal to or less than 98% of
the product of the closing sale price of the Company’s common
shares and the applicable conversion rate; (3) the Notes are called
for redemption by the Company; or (4) after June 15, 2031. The
conversion rate is 342.9355 common shares per $1,000 principal
amount of notes which represents a conversion price of
approximately USD$2.92 per share. Upon conversion, the Company can
settle in shares, cash or a combination thereof, at its sole
discretion.
The Company may
redeem for cash all or any portion of the Notes on or after
September 20, 2029, but only if Denison’s stock price reaches
at least 130% of the conversion price for 20 out of the previous 30
consecutive trading days before each calendar quarter end. The
redemption price represents 100% of the principal amount of the
Notes, plus accrued and unpaid interest. The Notes contain a
make-whole provision such that, in the event of a redemption, the
conversion price is adjusted to ensure no loss to the Note holders.
Upon the occurrence of specified corporate transactions, such as a
change of control, major corporate transaction, or liquidation, the
Company must offer to repurchase all or part of the outstanding
Notes for cash.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The Notes mature
on September 15, 2031. Any Notes not converted, repurchased or
redeemed prior to the maturity date will have their principal
amount repaid by Denison in cash at maturity.
Under IFRS 9,
Financial Instruments, the
conversion and redemption features of the Notes have been
bifurcated from the host debt instrument and are accounted for as
an embedded derivative (the ‘Embedded Derivatives’).
These Embedded Derivatives are recorded at fair value and will be
re-measured at each reporting date.
On issuance, the
Notes were trading at a premium with a fair value of $512,328,000
(US$371,091,000), resulting in a day one non-cash loss of
$36,021,000. The fair value of the Embedded Derivatives on issuance
was $205,086,000, resulting in a host liability being measured at
$289,929,000 (the residual amount of $307,242,000 less $17,313,000
in transaction costs).
As at September
30, 2025, the Company’s share price had increased from
US$2.16 on the date of the pricing of the transaction to US$2.75,
increasing the fair value of the Embedded Derivatives
liability to
$303,685,000, and resulting in a fair value loss of $98,599,000.
The Share Price Threshold was not met during the three months ended
September 30, 2025, and the Notes are not currently convertible or
redeemable. If the Notes matured at September 30, 2025, the cash
owing on settlement would be the face value of
US$345,000,000.
Concurrently with
the issuance of the Notes, the Company purchased a package of
cash-settled call options (the “Capped Calls”) with a
strike price equal to the initial conversion price of the Notes
(US$2.92) and with a cap price of US$4.32. This transaction
effectively increased the conversion price of the Notes to US$4.32
per share (i.e., if the share price on conversion or maturity is
over US$2.92 but less than US$4.32, the settlement value of the
Notes will be higher than the US$345,000,000 face value; however,
the proceeds received by the Company from the exercise of the
Capped Calls will fully offset the incremental
liability).
The purchase
price for the capped call transactions was approximately
US$35,363,000 ($48,822,000). The Capped Calls are accounted for as
a derivative instrument and are re-measured to fair value at each
reporting date. The Capped Calls were initially valued at
US$21,497,000 ($29,679,000) on August 15, 2025. The initial
valuation resulted in a difference between the transaction price
and the fair value on initial recognition of $19,143,000. The
valuation on initial recognition is based on a valuation technique
where not all the inputs are market-observable, and therefore under
IFRS, the day one loss is deferred, and has been recorded as an
asset on the statement of financial position, which will be
amortized on a straight-line basis into net earnings over the
contractual life of the Capped Calls. Including the deferral of the
loss, the total Capped Call value on August 15, 2025 was
$48,822,000.
As at September
30, 2025, as a result of the increase in the Company’s share
price to US$2.75, the fair value of the Capped Calls including the
deferred loss, increased to $56,731,000, resulting in a fair value
gain of $7,909,000.
EQUITY SHARE OF LOSS FROM INVESTMENT IN ASSOCIATES
During the three
and nine months ended September 30, 2025, the Company recorded its
equity share of loss from investments in associates (Foremost and
Cosa) of $124,000 and $1,623,000 (September 30, 2024 – $nil).
The Company records its share of the change in the net assets of
Foremost and Cosa one quarter in arrears, based on the most
available public financial information, adjusted for any subsequent
material accounting differences between Foremost, Cosa and the
Company.
EQUITY SHARE OF LOSS FROM JOINT VENTURES
During the three
and nine months ended September 30, 2025, the Company recorded its
equity share of loss from JCU of $243,000 and $1,180,000,
respectively (September 30, 2024 – loss of $604,000 and
$1,732,000). The Company records its share of income or loss from
JCU one month in arrears, based on the most recent available
financial information, adjusted for any subsequent material
transactions that have occurred.
LIQUIDITY AND CAPITAL
RESOURCES
Cash and cash
equivalents were $471,258,000 at September 30, 2025 (December 31,
2024 – $108,518,000).
The increase in
cash and cash equivalents of $362,740,000 was due to net cash used
in operations of $59,714,000, cash used in investing activities of
$38,778,000 and net cash provided by financing activities of
$459,535,000, as well as a foreign exchange effect on cash and cash
equivalents of $1,697,000.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Net cash used in
operating activities of $59,714,000 was primarily due to the net
loss for the period adjusted for non-cash items, including fair
value adjustments.
Net cash used in
investing activities of $38,778,000 was primarily due to an
increase in property, plant & equipment relating to milestone
payments for long lead items for the Wheeler River project, an
increase in restricted cash due to the Company’s funding the
Elliot Lake reclamation trust fund, the purchase of investments in
associates related to Cosa and Foremost and the purchase of the
Capped Call options for US$35,363,000 ($48,822,000). Offsetting the
cash outflows, was the receipt of $31,166,000 in proceeds from the
sale of 300,000 pounds U3O8.
Net cash provided
by financing activities of $459,535,000 include the receipt of
funds related to the closure of Notes. The aggregate principal was
US$345,000,000, and the Company incurred commissions, fees and
transaction costs of US$12,545,000, for net proceeds of
US$332,455,000 ($458,994,000). Additionally, the Company received
also received proceeds from the exercise of 776,335 options, offset
by payments for debt obligations and transaction costs from the
issuance of flow-through shares at the end of 2024.
Use of Proceeds
August 2025 Convertible Senior Unsecured Note
Financing
On August 15,
2025, the Company completed its offering of convertible senior
unsecured notes due 2031 (the ’Notes‘) for an aggregate
principal amount of US$345,000,000 ($476,258,000). The Company
intends to use the net proceeds from the Offering for expenditures
to support the evaluation and development of the Company's uranium
development projects, including to fund the construction of Phoenix
In Situ Recovery (‘ISR’) project at Wheeler River and
for general corporate purposes. During the period between the close
of the transaction and September 30, 2025, the Company’s use
of proceeds from this offering was in line with this
guidance.
2024 Flow Through Financing
As at September
30, 2025, the Company estimates it has completed its obligation by
spending $14,371,000 of its obligation to spend $14,100,000 on
eligible Canadian exploration expenditures related to the 2024 flow
through financing. The remaining balance of $2,223,000 is expected
to be spent by December 31, 2025.
Revolving Term Credit Facility
On December 18,
2024, 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, 2026 (the
‘Credit Facility’). Under the Credit Facility, the
Company has access to letters of credit of up to $28,478,000, which
is fully utilized for non-financial letters of credit. All other
terms of the Credit Facility (tangible net worth covenant, pledged
cash, investments amount and security for the facility) remain
unchanged by the amendment – including a requirement to
provide $7,972,000 in cash collateral on deposit with BNS to
maintain the current letters of credit issued under the Credit
Facility.
TRANSACTIONS WITH RELATED PARTIES
Korea Electric Power Corporation (‘KEPCO’)
Denison and KHNP
Canada Energy Ltd. (‘KHNP Canada’), which is an
indirect subsidiary of KEPCO), are parties to a Strategic
Relationship Agreement, which provides for a long-term
collaborative business relationship between the parties and
includes a right of KHNP Canada to nominate one representative to
Denison’s Board of Directors provided that its shareholding
percentage is at least 5%.
KHNP Canada is
also the majority member of 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 and Waterbury Lake Uranium Limited
Partnership, entities whose key asset is Waterbury.
COMPENSATION OF KEY MANAGEMENT PERSONNEL
Key management
personnel are those people who have 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.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
The following
compensation was awarded to key management personnel:
|
|
|
Three
Months Ended
September
30
|
|
Nine
Months Ended
September
30
|
|
(in
thousands)
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
short-term employee benefits
|
$
|
(887)
|
$
|
(895)
|
$
|
(4,707)
|
$
|
(3,503)
|
|
Share-based
compensation
|
|
(768)
|
|
(814)
|
|
(2,380)
|
|
(2,467)
|
|
|
$
|
(1,655)
|
$
|
(1,709)
|
$
|
(7,087)
|
$
|
(5,970)
|
The increase in
key management compensation in the nine months ended September 30,
2025, as compared to the prior period, is predominantly driven by
an increase in the annual bonuses for key management personnel.
Early in 2024, the size of the key management group increased from
five to nine, and the current nine-month period is the first time
annual bonuses were declared for this expanded group.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does
not have any off-balance sheet arrangements.
OUTSTANDING SHARE DATA
Common Shares
At November 6,
2025, there were 897,290,541 common shares issued and outstanding
and a total of 911,653,794 common shares on a fully-diluted basis,
excluding the potential conversion under the Notes.
Stock Options and Share Units
At November 6,
2025, there were 6,312,165 stock options, and 8,051,088 share units
outstanding.
Convertible Senior Unsecured Notes
In addition, at
November 6, 2025, the Company had outstanding Notes with conversion
rate of 342.9355 shares per US$1,000 Note. Upon conversion, the
maximum number of common shares that could be issued is currently
118,312,748; however, on conversion, the Company can settle in
shares, cash or a combination thereof, at its sole
discretion.
DISCONTINUED OPERATIONS
Closed Mine Services
At the end of
August 2023, the Company’s long-term third-party closed mines
services contract came to an end. With the termination of this
contract, the Company determined that it would cease providing
third-party care and maintenance services and will no longer earn
revenue from Closed Mines services. The Company is now solely
focused on care and maintenance of its own legacy mine
sites.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
OUTLOOK FOR 2025
Refer to the
Company’s annual MD&A for the year ended December 31,
2024 and the MD&A for the three and six months ended June 30,
2025 for a detailed discussion of the previously disclosed 2025
outlook.
During the third
quarter of 2025, the Company decreased its outlook for
‘Exploration’ expenditures by $1,344,000 mainly due to
the deferral of planned Wheeler River regional drilling and
geophysical programs into 2026. The outlook for ‘Evaluation
– Phoenix’ expenditures has been decreased by
$3,504,000 mainly due to the deferral of certain detailed design
engineering activities into early 2026 to coincide with the receipt
of vender-certified drawings. The outlook for ‘Evaluation
– Other’ expenditures has been decreased by $1,855,000
due to a reduction in the scope of evaluation efforts at Waterbury
Lake, as well as a deferral of evaluation activities for Gryphon
into 2026. Finally, the Company has also decreased its outlook for
‘Capital Additions from Phoenix Long Lead Procurement’
by $12,580,000 due to changes in estimated timing of milestone
payments on long lead items.
|
(in
thousands)
|
|
PREVIOUS 2025
OUTLOOK(2)
|
CURRENT 2025 OUTLOOK(2)
|
Actual to
September 30, 2025(3)
|
|
Mining Segment
|
|
|
|
|
|
Development &
Operations
|
|
(17,493)
|
(17,493)
|
(7,948)
|
|
Exploration
|
|
(18,082)
|
(16,738)
|
(14,670)
|
|
Evaluation -
Phoenix
|
|
(39,265)
|
(35,761)
|
(26,357)
|
|
Evaluation -
Other
|
|
(12,241)
|
(10,386)
|
(8,490)
|
|
Capital Additions
from Phoenix Long Lead Procurement
|
|
(77,625)
|
(65,045)
|
(23,442)
|
|
JCU Cash
Contributions
|
|
-
|
-
|
-
|
|
|
|
(164,706)
|
(145,423)
|
(80,908)
|
|
Corporate and Other Segment
|
|
|
|
|
|
Corporate
Administration & Other
|
|
(6,674)
|
(6,674)
|
(4,387)
|
|
|
|
(6,674)
|
(6,674)
|
(4,387)
|
|
Total(1)
|
|
$ (171,380)
|
$ (152,097)
|
$ (85,296)
|
Notes:
1.
Only material operations
shown.
2.
As discussed in Wheeler River
Uranium Project above, the outlook reflects Denison funding 100% of
expenditures for the WRJV.
3.
The outlook is prepared on a
cash basis. As a result, actual amounts represent a non-GAAP
measure. Compared to segment loss as presented in the
Company’s unaudited interim consolidated financial statements
for the three and nine months ended September 30, 2025, actual
amounts reported above includes capital additions of $27,731,000,
repayments from UI of $1,259,000, and excludes $2,821,000 net
impact of non-cash items and other adjustments.
CONTROLS AND PROCEDURES
Management is
responsible for the design, implementation and operating
effectiveness of internal control over financial reporting. Under
the supervision of the Chief Executive Officer and Chief Financial
Officer, management evaluated the design of the Company’s
internal control over financial reporting as of September 30, 2025.
In making the assessment, management used the criteria set forth in
Internal Control - Integrated Framework (2013), issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based on a review of internal control procedures at the end of the
period covered by this MD&A, management determined internal
control over financial reporting was appropriately designed as at
September 30, 2025.
Management is
also responsible for the design and effectiveness of disclosure
controls and procedures. The Company’s Chief Executive
Officer and Chief Financial Officer have each evaluated the design
of the Company’s disclosure controls and procedures as at
September 30, 2025 and have concluded that these disclosure
controls and procedures were appropriately designed as at September
30, 2025.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
QUALIFIED PERSON
Chad Sorba,
P.Geo., Denison’s Vice President Technical Services &
Project Evaluation, who is a ‘Qualified Person’ within
the meaning of this term in NI 43-101, has prepared and/or reviewed
and confirmed the scientific and technical disclosure.
For more
information regarding Denison’s material project, the Wheeler
River project, you are encouraged to refer to the ‘Technical
Report for the Wheeler River project titled ‘NI 43-101
Technical Report on the Wheeler River Project, Athabasca Basin,
Saskatchewan, Canada’ with an effective date of June 23,
2023. The technical report is available on the Company’s
website and under the Company’s profile on SEDAR+
(www.sedarplus.ca)
and EDGAR (www.sec.gov/edgar).
For information regarding Denison’s other project interests,
more information is available on the Company’s
website.
ASSAY PROCEDURES AND DATA VERIFICATION
The Company
reports preliminary radiometric equivalent grades, derived from a
calibrated down-hole total gamma probe, during or upon completion
of its exploration programs and subsequently reports definitive
U3O8 assay grades
following sampling and chemical analysis of the mineralized drill
core. Uranium assays are performed on split core samples by the
Saskatchewan Research Council Geoanalytical Laboratories using an
ISO/IEC 17025:2005 accredited method for the determination of
U3O8 weight %. Sample
preparation involves crushing and pulverizing core samples to 90%
passing -106 microns. The resultant pulp is digested using
aqua-regia and the solution analyzed for U3O8 weight % using
ICP-OES. Geochemical results from composite core samples are
reported as parts per million (‘ppm’) obtained from a
partial HNO3:HCl digest with
an ICP-MS finish. Boron values are obtained through NaO2/NaCO3 fusion followed
by an ICP-OES finish. All data are subject to verification
procedures by qualified persons employed by Denison prior to
disclosure. For further details on Denison’s sampling,
analysis, quality assurance program and quality control measures
and data verification procedures, please see Denison's Annual
Information Form dated March 28, 2025, available on the
Company’s website and filed under the Company's profile on
SEDAR+ (www.sedarplus.ca)
and in its Form 40-F available on EDGAR (www.sec.gov/edgar).
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 results of, and estimates and assumptions
within, the Phoenix FS and the Gryphon PFS Update, including the
estimates of Denison's mineral reserves and mineral resources, and
statements regarding anticipated budgets, fees, expenditures and
timelines; Denison’s outlook, plans and objectives for 2025
and beyond; exploration, development and expansion programs, plans
and objectives, including detailed design engineering, long lead
procurement, field program optimization studies, and other project
planning programs; statements regarding Denison’s EA and EIS
status, plans and objectives and expectations with respect to
Denison’s required licensing and permitting including the
Commission Hearing; expectations regarding Denison’s
community engagement activities and related agreements with
interested parties; expectations regarding uranium mining on the
McClean Lake property, including anticipated timing and budgets;
results of, and estimates and assumptions within, the Midwest PEA,
the interpretations thereof and expectations therefor therefore;
expectations regarding the toll milling of Cigar Lake ores,
including projected annual production volumes; Denison’s land
position; expectations regarding Denison’s joint venture
ownership interests and the continuity of its agreements with its
partners; expectations regarding agreements with third parties,
including Foremost, Grounded Lithium, Cosa, and F3; Denison’s
expectations with respect the exploration and evaluation of the
KLP; Denison’s plans with respect to its physical uranium
holdings; and the annual operating budget and capital expenditure
programs, estimated exploration and development expenditures and
reclamation costs and Denison's share of same. Statements relating
to ‘mineral reserves’ or ‘mineral
resources’ are deemed to be forward-looking information, as
they involve the implied assessment, based on certain estimates and
assumptions that the mineral reserves and mineral resources
described can be profitably produced in the future.
Forward looking
statements are based on the opinions and estimates of management as
of the date such statements are made, and they are subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of Denison to be materially different from those expressed or
implied by such forward-looking statements. For example, the
results of the Denison’s studies, including the Phoenix FS,
and field work, may not be maintained after further testing or be
representative of actual mining plans for the Phoenix deposit after
further design and studies are completed. In addition, Denison may
decide or otherwise be required to discontinue testing, evaluation
and development work at Wheeler River or other projects, or its
exploration plans if it is unable to maintain or otherwise secure
the necessary resources (such as testing facilities, capital
funding, regulatory approvals, etc.) or operations are otherwise
affected by regulatory or public health restrictions or
requirements.
|
|
MANAGEMENT’S DISCUSSION & ANALYSIS
|
Denison believes
that the expectations reflected in this forward-looking information
are reasonable, but no assurance can be given that these
expectations will prove to be accurate, and results may differ
materially from those anticipated in this forward-looking
information. For a discussion in respect of risks and other factors
that could influence forward-looking events, please refer to the
factors discussed under the heading ‘Risk Factors’ in
Denison’s Annual Information Form available on SEDAR+ and
EDGAR. These factors are not, and should not be construed as being,
exhaustive.
Accordingly,
readers should not place undue reliance on forward-looking
statements. The forward-looking information contained in this
MD&A is expressly qualified by this cautionary statement. Any
forward-looking information and the assumptions made with respect
thereto speaks only as of the date of this MD&A. Denison does
not undertake any obligation to publicly update or revise any
forward-looking information after the date of this MD&A to
conform such information to actual results or to changes in
Denison's expectations except as otherwise required by applicable
legislation.
Cautionary Note to United States Investors
Concerning Estimates of Measured, Indicated and Inferred Mineral
Resources and Proven and Probable Mineral Reserves: As a
foreign private issuer reporting under the multijurisdictional
disclosure system adopted by the United States, the Company has
prepared this MD&A in accordance with Canadian securities laws
and standards for reporting of mineral resource estimates, which
differ in some respects from United States standards. In
particular, and without limiting the generality of the foregoing,
the terms “measured mineral resources,”
“indicated mineral resources,” “inferred mineral
resources,” and “mineral resources” used or
referenced in this MD&A are Canadian mineral disclosure terms
as defined in accordance with NI 43-101 under the guidelines set
out in the Canadian Institute of Mining, Metallurgy and Petroleum
Standards for Mineral Resources and Mineral Reserves, Definitions
and Guidelines, May 2014 (the ‘CIM Standards’). The
Securities and Exchange Commission (the “SEC”)
recognizes estimates of “measured mineral resources”,
“indicated mineral resources” and “inferred
mineral resources” and its definitions of “proven
mineral reserves” and “probable mineral reserves”
are “substantially similar” to the corresponding
definitions under the CIM Standards. However, investors are
cautioned that there are differences between the definitions under
the United States Securities Exchange Act of 1934, as amended (the
‘U.S. Exchange Act’) and the CIM Standards definition.
Accordingly, there is no assurance any mineral reserves or mineral
resources that Denison 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 Denison prepared the mineral
reserve or mineral resource estimates under the standards adopted
under the U.S. Exchange Act. For the above reasons, information
contained in the MD&A 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.
Additionally, investors are cautioned that “inferred mineral
resources” have a great amount of uncertainty as to their
existence, and great uncertainty as to their economic feasibility.
Under Canadian rules, estimates of inferred mineral resources may
not form the basis of feasibility or other economic studies, except
in limited circumstances. It cannot be assumed that all or any part
of an inferred mineral resource will ever be upgraded to a higher
category. The term “resource” does not equate to the
term “reserves”. Investors should not assume that all
or any part of measured or indicated mineral resources will ever be
converted into mineral reserves. Investors are also cautioned not
to assume that all or any part of an inferred mineral resource
exists or is economically mineable.
