ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
| | Responsibility for Financial Statements The Company’s management is responsible for the integrity and fairness of presentation of these consolidated financial |
| | statements. The consolidated financial statements have been prepared by management, in accordance with |
| | International Financial Reporting Standards as issued by the International Accounting Standards Board, for review by |
| | the Audit Committee and approval by the Board of Directors. |
| | The preparation of financial statements requires the selection of appropriate accounting policies in accordance with |
| | International Financial Reporting Standards and the use of estimates and judgements by management to present fairly |
| | and consistently the consolidated financial position of the Company. Estimates are necessary when transactions |
| | affecting the current period cannot be finalized with certainty until future information becomes available. In making |
| | certain material estimates, the Company’s management has relied on the judgement of independent specialists. |
| | The Company’s management has developed and maintains a system of internal accounting controls to ensure, on a |
| | reasonable and cost-effective basis, that the financial information is timely reported and is accurate and reliable in all |
| | material respects and that the Company’s assets are appropriately accounted for and adequately safeguarded. |
| | The consolidated financial statements have been audited by KPMG LLP, our independent auditor. Its report outlines |
| | the scope of its examination and expresses its opinions on the consolidated financial statements and internal control |
| | over financial reporting. |
| | /s/ “David D. Cates” | /s/ “Gabriel (Mac) McDonald” |
| | David D. Cates | Gabriel (Mac) McDonald |
| | President and Chief Executive Officer | Executive Vice-President Finance and Chief Financial |
| | Officer |
| | March 3, 2022 |
| | Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining an adequate system of internal control |
| | over financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial |
| | reporting based on the Internal Control – Integrated Framework, 2013 issued by the Committee of Sponsoring |
| | Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s |
| | internal control over financial reporting was effective as of December 31, 2021. |
| | The effectiveness of the Company’s internal control over financial reporting as at December 31, 2021 has been audited |
| | by KPMG LLP, our independent auditor, as stated in its report which appears herein. |
| | Changes to Internal Control over Financial Reporting There has not been any change in the Company’s internal control over financial reporting that occurred during 2021 |
| | that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial |
| | reporting. |
| 2 |
KPMG LLP |
Bay Adelaide Centre |
333 Bay Street, Suite 4600 |
Toronto, ON M5H 2S5 |
Canada |
Tel 416-777-8500 |
Fax 416-777-8818 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Shareholders and Board of Directors of Denison Mines Corp. |
Opinion on the Consolidated Financial Statements |
We have audited the accompanying consolidated statements of financial position of |
Denison Mines Corp. (the Company) as of December 31, 2021 and 2020, the |
related consolidated statements of income (loss) and comprehensive income |
(loss), changes in equity, and cash flow for the years then ended, and the related |
notes (collectively, the consolidated financial statements). In our opinion, the |
consolidated financial statements present fairly, in all material respects, the |
financial position of the Company as of December 31, 2021 and 2020, and its |
financial performance and its cash flows for the years then ended, in conformity |
with International Financial Reporting Standards as issued by the International |
Accounting Standards Board. |
We also have audited, in accordance with the standards of the Public Company |
Accounting Oversight Board (United States) (PCAOB), the Company’s internal |
control over financial reporting as of December 31, 2021, based on criteria |
established in Internal Control – Integrated Framework (2013) issued by the |
Committee of Sponsoring Organizations of the Treadway Commission, and our |
report dated March 3, 2022 expressed an unqualified opinion on the effectiveness |
of the Company’s internal control over financial reporting. |
Basis for Opinion |
These consolidated financial statements are the responsibility of the Company’s |
management. Our responsibility is to express an opinion on these consolidated |
financial statements based on our audits. We are a public accounting firm |
registered with the PCAOB and are required to be independent with respect to the |
Company in accordance with the U.S. federal securities laws and the applicable |
rules and regulations of the Securities and Exchange Commission and the PCAOB. |
We conducted our audits in accordance with the standards of the PCAOB. Those |
standards require that we plan and perform the audit to obtain reasonable |
assurance about whether the consolidated financial statements are free of material |
misstatement, whether due to error or fraud. Our audits included performing |
procedures to assess the risks of material misstatement of the consolidated |
financial statements, whether due to error or fraud, and performing procedures that |
respond to those risks. Such procedures included examining, on a test basis, |
evidence regarding the amounts and disclosures in the consolidated financial |
statements. |
© 2022 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member |
firms affiliated with KPMG International Limited, a private English company limited by guarantee. Al rights reserved. |
Denison Mines Corp. |
March 3, 2022 |
Our audits also included evaluating the accounting principles used and significant |
estimates made by management, as wel as evaluating the overall presentation of |
the consolidated financial statements. We believe that our audits provide a |
reasonable basis for our opinion. |
Critical Audit Matter |
The critical audit matter communicated below is a matter arising from the current |
period audit of the consolidated financial statements that was communicated or |
required to be communicated to the audit committee and that: (1) relates to |
accounts or disclosures that are material to the consolidated financial statements |
and (2) involved our especially challenging, subjective, or complex judgments. The |
communication of a critical audit matter does not alter in any way our opinion on |
the consolidated financial statements, taken as a whole, and we are not, by |
communicating the critical audit matter below, providing a separate opinion on the |
critical audit matter or on the accounts or disclosures to which it relates. |
Indicators of impairment for mineral properties |
As discussed in note 2I. to the consolidated financial statements, property, plant |
and equipment assets are assessed at the end of each reporting period to |
determine if there is any indication that the asset may be impaired. Mineral |
property assets are assessed for impairment using the impairment indicators under |
IFRS 6 - Exploration for and evaluation of mineral resources up until the |
commercial viability and technical feasibility for the property is established. As |
discussed in Note 10 to the consolidated financial statements, the Company’s |
mineral properties balance as of December 31, 2021 was $179,788 thousand. |
We identified the evaluation of indicators of impairment for mineral properties as a |
critical audit matter. Assessing the Company’s evaluation of indicators of |
impairment involved the application of a higher degree of auditor judgment. |
Specifically, judgment was required to evaluate the facts and circumstances related |
to the Company’s mineral properties, including assessing the Company’s future |
plans for each property and exploration results. |
The following are the primary procedures we performed to address this critical |
audit matter. We evaluated the design and tested the operating effectiveness of |
certain internal controls over the Company’s impairment indicator assessment |
process, including controls related to the Company’s impairment indicator review |
for mineral properties. We assessed the Company’s future plans by comparing |
them to the most recent exploration program and budget approved by the Board of |
Directors and evaluating the time period remaining for the Company’s right to |
explore them by inspecting governmental filings. |
/s/ KPMG LLP |
Chartered Professional Accountants, Licensed Public Accountants |
We have served as the Company’s auditor since 2020. |
Toronto, Canada |
March 3, 2022 |
| 4 |
KPMG LLP |
Bay Adelaide Centre |
333 Bay Street, Suite 4600 |
Toronto, ON M5H 2S5 |
Canada |
Tel 416-777-8500 |
Fax 416-777-8818 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Shareholders and Board of Directors of Denison Mines Corp. |
Opinion on Internal Control Over Financial Reporting |
We have audited Denison Mines Corp.’s (the Company) internal control over |
financial reporting as of December 31, 2021, based on criteria established in |
Internal Control – Integrated Framework (2013) issued by the Committee of |
Sponsoring Organizations of the Treadway Commission. In our opinion, the |
Company maintained, in all material respects, effective internal control over |
financial reporting as of December 31, 2021, based on criteria established in |
Internal Control – Integrated Framework (2013) issued by the Committee of |
Sponsoring Organizations of the Treadway Commission. |
We also have audited, in accordance with the standards of the Public Company |
Accounting Oversight Board (United States) (PCAOB), the consolidated statements |
of financial position of the Company as of December 31, 2021 and 2020, the |
related consolidated statements of income (loss) and comprehensive income |
(loss), changes in equity and cash flow for each of the years then ended and the |
related notes (collectively, the consolidated financial statements), and our report |
dated March 3, 2022 expressed an unqualified opinion on those consolidated |
financial statements. |
Basis for Opinion |
The Company’s management is responsible for maintaining effective internal |
control over financial reporting and for its assessment of the effectiveness of |
internal control over financial reporting, included in the accompanying |
Management’s Report on Internal Control over Financial Reporting. Our |
responsibility is to express an opinion on the Company’s internal control over |
financial reporting based on our audit. We are a public accounting firm registered |
with the PCAOB and are required to be independent with respect to the Company |
in accordance with the U.S. federal securities laws and the applicable rules and |
regulations of the Securities and Exchange Commission and the PCAOB. |
We conducted our audit in accordance with the standards of the PCAOB. Those |
standards require that we plan and perform the audit to obtain reasonable |
assurance about whether effective internal control over financial reporting was |
maintained in all material respects. |
© 2022 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member |
firms affiliated with KPMG International Limited, a private English company limited by guarantee. Al rights reserved. |
Denison Mines Corp. |
March 3, 2022 |
Our audit of internal control over financial reporting included obtaining an |
understanding of internal control over financial reporting, assessing the risk that a |
material weakness exists, and testing and evaluating the design and operating |
effectiveness of internal control based on the assessed risk. Our audit also |
included performing such other procedures as we considered necessary in the |
circumstances. We believe that our audit provides a reasonable basis for our |
opinion. |
Definition and Limitations of Internal Control Over Financial Reporting |
A Company’s internal control over financial reporting is a process designed to |
provide reasonable assurance regarding the reliability of financial reporting and the |
preparation of financial statements for external purposes in accordance with |
generally accepted accounting principles. A Company’s internal control over |
financial reporting includes those policies and procedures that (1) pertain to the |
maintenance of records that, in reasonable detail, accurately and fairly reflect the |
transactions and dispositions of the assets of the Company; (2) provide reasonable |
assurance that transactions are recorded as necessary to permit preparation of |
financial statements in accordance with generally accepted accounting principles, |
and that receipts and expenditures of the Company are being made only in |
accordance with authorizations of management and directors of the Company; and |
(3) provide reasonable assurance regarding prevention or timely detection of |
unauthorized acquisition, use, or disposition of the Company’s assets that could |
have a material effect on the financial statements | | . |
Because of its inherent limitations, internal control over financial reporting may not |
prevent or detect misstatements. Also, projections of any evaluation of |
effectiveness to future periods are subject to the risk that controls may become |
inadequate because of changes in conditions, or that the degree of compliance |
with the policies or procedures may deteriorate. |
/s/ KPMG LLP |
Chartered Professional Accountants, Licensed Public Accountants |
Toronto, Canada |
March 3, 2022 |
| 6 |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
| | | | |
| | | (Expressed in thousands of Canadian dollars (“CAD”) except for share amounts) |
| | | | | | | | | | At December 31 |
| | | | At December 31 | | |
| | | | | 2021 | | 2020 |
| | | | | | | | | | | |
| | | ASSETS | | | | |
| | | Current | | | | | | | | | |
| | | Cash and cash equivalents (note 4) | | | $ | 63,998 $ | | 24,992 |
| | | Trade and other receivables (note 5) | | | | | 3,656 | | 3,374 |
| | | Inventories (note 6) | | | | | 3,454 | | 3,015 |
| | | Investments-equity instruments (note 7) | | | | | 14,437 | | 16,657 |
| | | Prepaid expenses and other | | | | | 1,310 | | 1,373 |
| | | | | | | | 86,855 | | 49,411 |
| | | Non-Current | | | | | | | | |
| | | Inventories-ore in stockpiles (note 6) | | | | | 2,098 | | 2,098 |
| | | Investments-equity instruments (note 7) | | | | | 141 | | 293 |
| | | Investments-uranium (note 7) | | | | | 133,114 | - |
| | | Investments-joint venture (note 8) | | | | | 21,392 | - |
| | | Prepaid expenses and other | | | | | 221 | - |
| | | Restricted cash and investments (note 9) | | | 12,001 | | 12,018 |
| | | Property, plant and equipment (note 10) | | | | | 254,462 | | 256,870 |
| | | Total assets | | | $ | 510,284 $ | | 320,690 |
| | | | | | | | | | | |
| | | LIABILITIES | | | | | | | | |
| | | Current | | | | | | | | |
| | | Accounts payable and accrued liabilities (note 11) | | | $ | 8,590 $ | | 7,178 |
| | | | | | | | |
| | | Warrants on investment (note 7) | | | | 1,625 | - |
| | | Current portion of long-term liabilities: | | | | | | |
| | | Deferred revenue (note 12) | | | | | 4,656 | | 3,478 |
| | | Post-employment benefits (note 13) | | | | | 120 | | 120 |
| | | Reclamation obligations (note 14) | | | | | 1,181 | | 802 |
| | | Other liabilities (note 16) | | | | | 179 | | 262 |
| | | | | | | | 16,351 | | 11,840 |
| | | Non-Current | | | | | | | |
| | | Deferred revenue (note 12) | | | | | 31,852 | | 33,139 |
| | | Post-employment benefits (note 13) | | | | | 1,154 | | 1,241 |
| | | Reclamation obligations (note 14) | | | | | 36,351 | | 37,618 |
| | | Share purchase warrants liability (note 15) | | | | | 20,337 | - |
| | | Other liabilities (note 16) | | | | | 329 | | 375 |
| | | Deferred income tax liability (note 17) | | | | | 7,219 | | 9,192 |
| | | Total liabilities | | | | | 113,593 | | 93,405 |
| | | | | | | | | | | |
| | | EQUITY | | | | | | | | |
| | | Share capital (note 18) | | | | | 1,517,029 | | 1,366,710 |
| | | Contributed surplus (note 19) | | | | | 67,496 | | 67,387 |
| | | Deficit | | | | | (1,189,610) | | | (1,208,587) |
| | | Accumulated other comprehensive income (note 20) | | | | | 1,776 | | 1,775 |
| | | Total equity | | | | | 396,691 | | 227,285 |
| | | Total liabilities and equity | | | $ | 510,284 $ | | 320,690 |
| | | | | | | | | | | | | | | | | | |
| | | Issued and outstanding common shares (note 18) | | 812,429,995 | | 678,981,882 |
| | | | | | | | | | Commitments and contingencies (note 25); Subsequent events (note 27) |
| | | | | | | | | | | The accompanying notes are an integral part of the consolidated financial statements |
| | | | On behalf of the Board of Directors |
| | | |
| | | /s/ ‘Ron F. Hochstein’ | | | | | | | | | | | | | | | | | | | | | | | | /s/ ‘Patricia M. Volker’ |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Ron F. Hochstein | | | | | | | | | | | | | | | | | | | | | | | | Patricia M. Volker |
| | | Chair of the Board | | | | | | | | | | | | | | | | | | | | | | | | Director | |
| | 7 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND |
| | | COMPREHENSIVE INCOME (LOSS) |
| | | |
| | | (Expressed in thousands of CAD dollars except for share and per share amounts) | |
| | | | | | | | Year Ended December 31 |
| | | | | | 2021 | | 2020 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | REVENUES (note 22) | | | | | | $ | 20,000 $ | 14,423 |
| | | | | | | | | | | | |
| | | EXPENSES | | | | | | | | | |
| | | Operating expenses (notes 21 and 22) | | | | | | | (12,901) | (10,594) |
| | | Exploration (note 22) | | | | | | | (4,477) | (5,314) |
| | | Evaluation (note 22) | | | | | | | (15,521) | (3,718) |
| | | General and administrative (note 22) | | | | | | | (9,691) | (7,609) |
| | | Other income (expense) (note 21) | | | | | | | 44,163 | (95) |
| | | | | | | | | | 1,573 | (27,330) |
| | | Income (loss) before net finance expense, equity accounting | | | 21,573 | (12,907) |
| | | | | | | | | | | | |
| | | Finance expense, net (note 21) | | | | | | | (4,127) | (4,236) |
| | | Equity share of loss of joint venture (note 8) | | | | | | | (464) | - |
| | | Income (loss) before taxes | | | | | | | | | | | 16,982 | (17,143) |
| | | Income tax recovery (note 17): | | | | | | | | | |
| | | Deferred | | | | | | | 1,995 | 860 |
| | | Net income (loss) for the period | | | | | | $ | 18,977 $ | (16,283) |
| | | | | | | | | | | | |
| | | Other comprehensive income (loss) (note 20): | | | | | |
| | | Items that wil not be reclassified to income (loss): | | | | | |
| | | | | | | | | Experience gain-post employment liability | | | | - | 638 |
| | | Items that are or may be subsequently reclassified to income (loss): | | | | | |
| | | | | | | | | Foreign currency translation change | | | | | | | | 1 | 3 |
| | | Comprehensive income (loss) for the period | | | | | | $ | 18,978 $ | (15,642) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | Basic and diluted net income (loss) per share: | | | | | | | | | |
| | | Basic | | | | | | $ | 0.02 $ | (0.03) |
| | | Diluted | | | | | | $ | 0.02 $ | (0.03) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | Weighted-average number of shares outstanding (in thousands): | | | | | |
| | | Basic | | | 783,684 | 628,441 |
| | | Diluted | | | | | | | 793,668 | 628,441 |
| | | | | | | | | | | | |
| | | | | | | | | | | The accompanying notes are an integral part of the consolidated financial statements |
| | | |
| | | | | | | |
| | 8 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
| | | |
| | | (Expressed in thousands of CAD dollars) | |
| | | | | | | | | | Year Ended December 31 |
| | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | |
| | | Share capital (note 18) | | | | | | | | | | |
| | | Balance-beginning of period | | | | | | $ 1,366,710 $ 1,335,467 |
| | | Shares issued for cash, net of issue costs | | | | | | | 141,278 | | | | 30,825 |
| | | Flow-through share premium | | | | | | | | | - | (22) |
| | | Share options exercised-cash | | | | | | | | 6,300 | | 148 |
| | | Share options exercised-transfer from contributed surplus | | | | | | | 2,157 | 50 |
| | | Share units exercised-transfer from contributed surplus | | | | | | | 566 | | 242 |
| | | Share purchase warrants exercised-cash | | | | | | | | 14 | - |
| | | Share purchase warrants exercised-warrant liability settled | | | | | | | | 4 | - |
| | | Balance-end of period | | | | | | 1,517,029 1,366,710 |
| | | | | | | | | | | | | |
| | | Share purchase warrants | | | | | | | | | | |
| | | Balance-beginning of period | | | | | | | | | - | 435 |
| | | Share purchase warrants expired | | | | | | | | | - | (435) |
| | | Balance-end of period | | | | | | | | | - | - |
| | | | | | | | | | | | | |
| | | Contributed surplus | | | | | | | | | | |
| | | Balance-beginning of period | | | | | | | | 67,387 | | 65,417 |
| | | Share-based compensation expense (note 19) | | | | | | | | 2,832 | | 1,827 |
| | | Share options exercised-transfer to share capital | | | | | | | | (2,157) | | (50) |
| | | Share units exercised-transfer to share capital | | | | | | | | (566) | | (242) |
| | | Warrants expired | | | | | | | | | - | 435 |
| | | Balance-end of period | | | | | | | | 67,496 | | 67,387 |
| | | | | | | | | | | | | |
| | | Deficit | | | | | | | | | | |
| | | Balance-beginning of period | | | | | | (1,208,587) (1,192,304) |
| | | Net income (loss) | | | | | | | | 18,977 | | (16,283) |
| | | Balance-end of period | | | | | | (1,189,610) (1,208,587) |
| | | | | | | | | | | | | |
| | | Accumulated other comprehensive income (note 20) | | | | | | | | | |
| | | Balance-beginning of period | | | | | | | | 1,775 | | 1,134 |
| | | Experience gain-post employment liability | | | | | | | | - | 638 |
| | | Foreign currency translation | | | | | | | | | 1 | 3 |
| | | Balance-end of period | | | | | | | | 1,776 | | 1,775 |
| | | | | | | | | | | | | |
| | | Total Equity | | | | | | | | | | |
| | | Balance-beginning of period | | | | | | $ 227,285 $ | | | | 210,149 |
| | | Balance-end of period | | | | | | $ 396,691 $ | | | | 227,285 |
| | | | | | | | | | | | | |
| | | | | | | | | | The accompanying notes are an integral part of the consolidated financial statements |
| | | |
| | | | |
| | 9 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | CONSOLIDATED STATEMENTS OF CASH FLOW |
| | | |
| | | (Expressed in thousands of CAD dollars) | |
| | | | | | | | | | Year Ended December 31 |
| | | | | | | | | | | | 2021 | | 2020 |
| | | CASH PROVIDED BY (USED IN): | | | | | | | | | | |
| | | | | | | | | | |
| | | OPERATING ACTIVITIES | | | | | | | | | | |
| | | Net income (loss) for the period | | | | | $ | | 18,977 $ | (16,283) |
| | | Adjustments and items not affecting cash and cash equivalents: | | | | | | | | | |
| | | Depletion, depreciation, amortization and accretion | | | | | | | 7,385 | | 7,145 |
| | | Joint venture-equity share of loss (note 8) | | | | | | | 464 | - |
| | | Recognition of deferred revenue (note 12) | | | | | | | (3,207) | | (2,762) |
| | | Post-employment benefit payments (note 13) | | | | | | | (110) | | (90) |
| | | Loss (gain) on reclamation obligation revisions (note 14) | | | | | | | (585) | | 3,595 |
| | | Reclamation obligation expenditures (note 14) | | | | | | | (815) | | (826) |
| | | Gain on debt obligation adjustment (note 16) | | | | | | | (4) | (2) |
| | | Deferred income tax recovery (note 17) | | | | | | | (1,995) | | (860) |
| | | Share purchase warrants liability issue costs expensed (note 18) | | | | 791 | - |
| | | Gain on property, plant and equipment disposals (note 21) | | | | (135) | | (405) |
| | | Fair value change losses (gains): | | | | | | |
| | | Investment-equity instruments (notes 7 and 21) | | | | | | (10,454) | | | | (5,046) |
| | | Investments-uranium (notes 7 and 21) | | | | | | (41,440) | - |
| | | Warrants on investment (notes 7 and 21) | | | | | | | (1,149) | - |
| | | Share purchase warrants liabilities (notes 15 and 21) | | | | | | | 7,104 | - |
| | | Foreign exchange loss (note 21) | | | | | | | 1,295 | | 529 |
| | | Share-based compensation (note 19) | | | | | | | 2,832 | | 1,827 |
| | | Change in non-cash operating working capital items (note 21) | | | | | | | (199) | | (307) |
| | | Net cash used in operating activities | | | | | | (21,245) | | | (13,485) |
| | | | | | | | | | | | | | | | | | | |
| | | INVESTING ACTIVITIES | | | | | | | | | |
| | | Sale of investments-equity instruments (note 7) | | | | | | | 12,826 | | 477 |
| | | Sale of warrants on investment (note 7) | | | | | | | 2,774 | - |
| | | Purchase of investments-equity (note 7) | | | | | | | | - | (7) |
| | | Purchase of investments-uranium (note 7) | | | | | | (91,674) | - |
| | | Issuance of Term loan and investment in joint venture (note 8) | | | | | | (40,950) | - |
| | | Repayment of term loan (note 8) | | | | | | | 20,450 | - |
| | | Transaction costs-investment in joint venture (note 8) | | | | | | | (1,356) | - |
| | | Additions of property, plant and equipment (note 10) | | | | | | | (1,230) | | (278) |
| | | Proceeds on disposal of property, plant and equipment | | | | 139 | | 137 |
| | | Decrease (increase) in restricted cash and investments | | | | 17 | | (24) |
| | | Net cash provided by (used in) investing activities | | | | | | (99,004) | | | | 305 |
| | | | | | | | | | | | | | | | | | | |
| | | FINANCING ACTIVITIES | | | | | | | | | |
| | | Issuance of debt obligations (note 16) | | | | | | | 34 | - |
| | | Repayment of debt obligations (note 16) | | | | | | | (252) | | (467) |
| | | Proceeds from unit issues, net of issue costs (note 18) | | | | | | 135,630 | | | | 30,825 |
| | | Proceeds from share issues, net of issue costs (note 18) | | | | | | | 18,091 | - |
| | | Proceeds from warrants exercised (note 18) | | | | | | | 14 | - |
| | | Proceeds from share options exercised (note 18) | | | | | | | 6,300 | | 148 |
| | | Net cash provided by financing activities | | | | | | 159,817 | | | | 30,506 |
| | | | | | | | | | | | | | | | | | | |
| | | Increase in cash and cash equivalents | | | | | | | 39,568 | | 17,326 |
| | | Foreign exchange effect on cash and cash equivalents | | | | | | | (562) | | (524) |
| | | Cash and cash equivalents, beginning of period | | | | | | | 24,992 | | 8,190 |
| | | Cash and cash equivalents, end of period | | | | | $ | | 63,998 $ | | 24,992 |
| | | Supplemental cash flow disclosure (note 21) |
| |
| | | | | | | | | | The accompanying notes are an integral part of the consolidated financial statements |
| | | |
| | 10 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE |
| | | YEARS ENDED DECEMBER 31, 2021 AND 2020 |
| | | |
| | | (Expressed in CAD dollars except for shares and per share amounts) | |
| | | |
| | | 1. NATURE OF OPERATIONS |
| | | |
| | | Denison Mines Corp. (“DMC”) and its subsidiary companies and joint arrangements (collectively, “Denison” or the |
| | | “Company”) are engaged in uranium mining related activities, which can include acquisition, exploration, and |
| | | development of uranium properties, as well as the extraction, processing and selling of, and investing in uranium. |
| | | |
| | | The Company has an effective 95.0% interest in the Wheeler River Joint Venture (“WRJV”), a 66.90% interest in |
| | | the Waterbury Lake Uranium Limited Partnership (“WLULP”), a 22.5% interest in the McClean Lake Joint Venture |
| | | (“MLJV”) (which includes the McClean Lake mil ) and a 25.17% interest in the Midwest Joint Venture (“MWJV”), |
| | | each of which are located in the eastern portion of the Athabasca Basin region in northern Saskatchewan, Canada. |
| | | The McClean Lake mil is contracted to provide toll mil ing services to the Cigar Lake Joint Venture (“CLJV”) under |
| | | the terms of a toll mil ing agreement between the parties (see note 12). In addition, the Company has varying |
| | | ownership interests in several other development and exploration projects located in Canada. |
| | | |
| | | Through its 50% ownership of JCU (Canada) Exploration Company, Limited (“JCU”), Denison holds further indirect |
| | | interests in various uranium project joint ventures in Canada, including the Mil ennium project (JCU 30.099%), the |
| | | Kiggavik project (JCU 33.8123%) and Christie Lake (JCU 34.4508%). See note 8 for details. |
| | | |
| | | The Company also provides mine decommissioning and other services (col ectively “environmental services”) |
| | | through its Closed Mines Group, which manages Denison’s El iot Lake reclamation projects and provides third- |
| | | party post-closure mine care and maintenance services. Prior to July 19, 2021, the Company was also the manager |
| | | of Uranium Participation Corporation (“UPC”). See note 23 for further details. |
| | | |
| | | DMC is incorporated under the Business Corporations Act (Ontario) and domiciled in Canada. The address of its |
| | | registered head office is 40 University Avenue, Suite 1100, Toronto, Ontario, Canada, M5J 1T1. |
| | | |
| | | References to “2021” and “2020” refer to the year ended December 31, 2021 and the year ended December 31, |
| | | 2020 respectively. |
| | | |
| | | |
| | | 2. STATEMENT OF COMPLIANCE AND ACCOUNTING POLICIES |
| | | |
| | | Statement of Compliance |
| | | |
| | | These consolidated financial statements have been prepared in accordance with International Financial Reporting |
| | | Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). |
| | | |
| | | These financial statements were approved by the board of directors for issue on March 3, 2022. |
| | | |
| | | Significant accounting policies |
| | | |
| | | These consolidated financial statements are presented in Canadian dol ars (“CAD”) and all financial information is |
| | | presented in CAD, unless otherwise noted. |
| | | |
| | | The preparation of the consolidated financial statements in conformity with IFRS requires management to make |
| | | judgements, estimates and assumptions that affect the application of accounting policies and the reported amount |
| | | of assets, liabilities, revenues and expenses. Actual results may vary from these estimates. |
| | | |
| | | Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are |
| | | recognized in the period in which the estimates are revised and in any future periods affected. The areas involving |
| | | a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the |
| | | consolidated financial statements are disclosed in note 3. |
| | | |
| | | The significant accounting policies used in the preparation of these consolidated financial statements are described |
| | | below: |
| | | |
| | 11 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | A. Consolidation principles |
| | | |
| | | The financial statements of the Company include the accounts of DMC, its subsidiaries and its joint arrangements |
| | | (see note 26). |
| | | |
| | | Subsidiaries |
| | | |
| | | Subsidiaries are all entities (including structured entities) over which the DMC group of entities has control. The |
| | | group controls an entity where the group is exposed to, or has rights to, variable returns from its involvement with |
| | | the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries |
| | | are fully consolidated from the date on which control is transferred to the group and are deconsolidated from the |
| | | date that control ceases. Intercompany transactions, balances and unrealized gains and losses from intercompany |
| | | transactions are eliminated. |
| | | |
| | | Joint arrangements |
| | | |
| | | A joint arrangement is a contractual arrangement of which the DMC group of entities and another party have joint |
| | | control. Joint arrangements are either joint operations or joint ventures. The classification of a joint arrangement |
| | | as a joint operation or a joint venture depends upon the rights and obligations of the parties to the arrangement. |
| | | The Company determines the type of joint arrangement in which it is involved by considering the structure and |
| | | form of the arrangement, the terms agreed by the parties in the contractual arrangement and other facts and |
| | | circumstances such as the parties’ rights and obligations arising from the arrangement. |
| | | |
| | | Joint operations are contractual arrangements which involve joint control between the parties. The consolidated |
| | | financial statements of the Company include its share of the assets in such joint operations, together with its share |
| | | of the liabilities, revenues and expenses arising jointly or otherwise from those operations. Al such amounts are |
| | | measured in accordance with the terms of each arrangement. |
| | | |
| | | A joint venture is an arrangement over which the Company shares joint control and which provides the Company |
| | | with the rights to the net assets of the arrangement. Joint ventures are accounted for using the equity method. |
| | | Under the equity method, investments in joint ventures are initially recorded at cost and adjusted thereafter to |
| | | record the Company’s share of post-acquisition earnings or loss of the joint venture as if the joint venture had been |
| | | consolidated. The carrying value of investments in joint ventures is also increased or decreased to reflect the |
| | | Company’s share of capital transactions, including amounts recognized in other comprehensive income, and for |
| | | accounting changes that relate to periods subsequent to the date of acquisition. |
| | | |
| | | B. Foreign currency translation |
| | | |
| | | Functional and presentation currency |
| | | |
| | | Items included in the financial statements of each entity in the DMC group are measured using the currency of the |
| | | primary economic environment in which the entity operates (“the functional currency”). Primary and secondary |
| | | indicators are used to determine the functional currency. Primary indicators include the currency that mainly |
| | | influences sales prices, labour, material and other costs. Secondary indicators include the currency in which funds |
| | | from financing activities are generated and in which receipts from operating activities are usually retained. |
| | | Typically, the local currency has been determined to be the functional currency of Denison’s entities. |
| | | |
| | | The financial statements of entities that have a functional currency different from the presentation currency of DMC |
| | | (“foreign operations”) are translated into Canadian dollars as follows: assets and liabilities at the closing rate at the |
| | | date of the statement of financial position, and income and expenses at the average rate of the period (as this is |
| | | considered a reasonable approximation to actual rates). Al resulting changes are recognized in other |
| | | comprehensive income or loss as cumulative foreign currency translation adjustments. |
| | | | |
| | | When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant |
| | | influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive |
| | | income or loss related to the foreign operation are recognized in the statement of income or loss as translational |
| | | foreign exchange gains or losses. |
| | | |
| | | Transactions and balances |
| | | |
| | | Foreign currency transactions are translated into an entity’s functional currency using the exchange rates prevailing |
| | | at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign |
| | | currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities |
| | 12 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | denominated in currencies other than an operation’s functional currency are recognized in the statement of income |
| | | or loss as transactional foreign exchange gains or losses. |
| | | |
| | | C. Cash and cash equivalents |
| | | |
| | | Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid |
| | | investments with original maturities of three months or less which are subject to an insignificant risk of changes in |
| | | value. |
| | | |
| | | D. Financial instruments |
| | | |
| | | Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual |
| | | provisions of a financial instrument. Financial assets are derecognized when the rights to receive cash flows from |
| | | the assets have expired or have been transferred and the Company has transferred substantially al risks and |
| | | rewards of ownership. Financial liabilities are derecognized when the obligations specified in the contract are |
| | | discharged, cancelled or expire. |
| | | | |
| | | At initial recognition, the Company classifies its financial instruments in the following categories: |
| | | |
| | | Financial assets and liabilities at fair value through profit or loss (“FVTPL”) |
| | | |
| | | A financial asset is classified in this category if it is a derivative instrument, an equity instrument for which the |
| | | Company has not made the irrevocable election to classify as fair value through other comprehensive income |
| | | (“FVTOCI”), or a debt instrument that is not held within a business model whose objective includes holding the |
| | | financial assets in order to collect contractual cash flows that are solely payments of principal and interest. |
| | | Derivative financial liabilities and contingent consideration liabilities related to business combinations are also |
| | | classified in this category. Financial instruments in this category are recognized initially and subsequently at fair |
| | | value. Transaction costs are expensed in the statement of income or loss. Gains and losses arising from changes |
| | | in fair value are presented in the statement of income or loss – within other income (expense) in the period in which |
| | | they arise. |
| | | |
| | | Financial assets at amortized cost |
| | | |
| | | A financial asset is classified in this category if it is a debt instrument and / or other similar asset that is held within |
| | | a business model whose objective is to hold the asset in order to collect the contractual cash flows (i.e. principal |
| | | and interest). Financial assets in this category are initially recognized at fair value plus transaction costs and |
| | | subsequently measured at amortized cost using the effective interest method less a provision for impairment. |
| | | Interest income is recorded in the statement of income or loss through finance income. |
| | | |
| | | Financial liabilities at amortized cost |
| | | |
| | | Al financial liabilities that are not recorded as FVTPL are classified in this category and are initially recognized less |
| | | a discount (when material) to reduce the financial liabilities to fair value and less any directly attributable transaction |
| | | costs. Subsequently, financial liabilities are measured at amortized cost using the effective interest method. Interest |
| | | expense is recorded in the statement of income or loss through finance expense. |
| | | |
| | | Refer to the “Fair Value of Financial Instruments” section of note 24 for the Company’s classification of its financial |
| | | assets and liabilities within the fair value hierarchy. |
| | | | |
| | | E. Impairment of financial assets | | |
| | | |
| | | At each reporting date, the Company assesses the expected credit losses associated with its financial assets that |
| | | are not carried at FVTPL. Expected credit losses are calculated based on the difference between the contractual |
| | | cash flows and the cash flows that the Company expects to receive, discounted, where applicable, based on the |
| | | asset’s original effective interest rate. |
| | | | |
| | | For “Trade and other receivables”, the Company calculates expected credit losses based on historical credit loss |
| | | experience, adjusted for forward-looking factors specific to debtors and the economic environment. In recording |
| | | an impairment loss, the carrying amount of the asset is reduced by this computed amount either directly or indirectly |
| | | through the use of an allowance account. |
| | | | |
| | 13 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | F. Inventories |
| | | |
| | | Expenditures, including depreciation, depletion and amortization of production assets, incurred in the mining and |
| | | processing activities that wil result in future uranium concentrate production, are deferred and accumulated as ore |
| | | in stockpiles, in-process inventories and concentrate inventories. These amounts are carried at the lower of |
| | | weighted average cost or net realizable value (“NRV”). NRV is calculated as the estimated future uranium |
| | | concentrate selling price in the ordinary course of business (net of selling costs) less the estimated costs to |
| | | complete production into a saleable form. |
| | | |
| | | Stockpiles are comprised of coarse ore that has been extracted from the mine and is available for further |
| | | processing. Mining production costs are added to the stockpile as incurred and removed from the stockpile based |
| | | upon the weighted average cost per ton of ore produced from mines considered to be in commercial production. |
| | | The current portion of ore in stockpiles represents the amount expected to be processed in the next twelve months. |
| | | |
| | | In-process and concentrate inventories include the cost of the ore removed from the stockpile, a pro-rata share of |
| | | the amortization of the associated mineral property, as wel as production costs incurred to process the ore into a |
| | | saleable product. Processing costs typically include labor, chemical reagents and directly attributable mil overhead |
| | | expenditures. Items are valued at weighted average cost. |
| | | |
| | | Materials and other supplies held for use in the production of inventories are carried at weighted average cost and |
| | | are not written down below that cost if the finished products in which they wil be incorporated are expected to be |
| | | sold at or above cost. However, when a decline in the price of concentrates indicates that the cost of the finished |
| | | products exceeds NRV, the materials are written down to NRV. In such circumstances, the replacement cost of |
| | | the materials may be the best available measure of their net realizable value. |
| | | |
| | | G. Investments-uranium |
| | | |
| | | The Company’s uranium investments are held for long-term capital appreciation. Investments in uranium are |
| | | initial y recorded at cost, on the date that control of the uranium passes to the Company. |
| | | |
| | | Cost includes the purchase price and any directly attributable transaction costs. Subsequent to initial recognition, |
| | | investments in uranium are measured at fair value at each reporting period end. Fair value is determined based |
| | | on the most recent month-end spot prices for uranium published by UxC LLC (“UxC”) and converted to Canadian |
| | | dollars using the foreign exchange rate at the date of the consolidated statement of financial position. Related fair |
| | | value gains and losses subsequent to initial recognition are recorded in the consolidated statement of income |
| | | (loss) as a component of “Other income (expense)” in the period in which they arise. |
| | | |
| | | H. Property, plant and equipment |
| | | |
| | | Plant and equipment |
| | | |
| | | Plant and equipment are recorded at acquisition or production cost and carried net of depreciation and |
| | | impairments. Cost includes expenditures incurred by the Company that are directly attributable to the acquisition |
| | | of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as |
| | | appropriate, only when it is probable that future economic benefits associated with the item wil flow to the Company |
| | | and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. |
| | | Repairs and maintenance costs are charged to the statement of income and loss during the period in which they |
| | | are incurred. |
| | | |
| | | Depreciation is calculated on a straight line or unit of production basis as appropriate. Where a straight-line |
| | | methodology is used, the assets are depreciated to their estimated residual value over an estimated useful life |
| | | which ranges from three to twenty years depending upon the asset type. Where a unit of production methodology |
| | | is used, the assets are depreciated to their estimated residual value over the useful life defined by management’s |
| | | best estimate of recoverable reserves and resources in the current estimated mine plan. When assets are retired |
| | | or sold, the resulting gains or losses are reflected in the statement of income or loss as a component of other |
| | | income or expense. The Company allocates the amount initially recognized in respect of an item of plant and |
| | | equipment to its significant parts and depreciates separately each such part over its useful life. Residual values, |
| | | methods of depreciation and useful lives of the assets are reviewed at least annual y and adjusted if appropriate. |
| | | |
| | 14 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | Where straight-line depreciation is utilized, the range of useful lives for various asset classes is generally as follows: |
| | | |
| | | | Buildings | | | | | | | | | | | | | | | | | | | 15 - 20 years; |
| | | | Production machinery and equipment | | | | | | | | | | | | | | | | 5 - 7 years; |
| | | | Other | | | | | | | | | | | | | | | | | | | 3 - 5 years. |
| | | |
| | | Mineral property acquisition, exploration, evaluation and development costs |
| | | |
| | | Costs relating to mineral and / or exploration rights acquired through a business combination or asset acquisition |
| | | are capitalized and reported as part of “Property, plant and equipment”. |
| | | |
| | | Exploration expenditures are expensed as incurred. |
| | | |
| | | Evaluation expenditures are expensed as incurred, until an area of interest is considered by management to be |
| | | sufficiently advanced. Once this determination is made, the area of interest is classified as an “Advanced |
| | | Evaluation Stage” mineral property, a component of the Company’s mineral properties, and all further non- |
| | | exploration expenditures for the current and subsequent periods are capitalized. These expenses can include |
| | | further evaluation expenditures such as mining method selection and optimization, metallurgical sampling test work |
| | | and costs to further delineate the ore body to a higher confidence level. |
| | | |
| | | Once commercial viability and technical feasibility has been established for a property, the property is classified |
| | | as a “Development Stage” mineral property, an impairment test is performed on transition, and all further |
| | | development costs are capitalized to the asset. Further development costs include costs related to constructing a |
| | | mine, such as shaft sinking and access, lateral development, drift development, engineering studies and |
| | | environmental permitting, infrastructure development and the costs of maintaining the site until commercial |
| | | production. |
| | | |
| | | Such development costs represent the net expenditures incurred and capitalized as at the balance sheet date and |
| | | do not necessarily reflect present or future values. |
| | | |
| | | Once a development stage mineral property goes into commercial production, the property is classified as |
| | | “Producing” and the accumulated costs are amortized over the estimated recoverable reserves and resources in |
| | | the current mine plan using a unit of production basis. Commercial production occurs when a property is |
| | | substantially complete and ready for its intended use. |
| | | |
| | | Proceeds received from the sale of an interest in a property are credited against the carrying value of the property, |
| | | with any difference recorded in the statement of income or loss as a gain or loss on sale within other income and |
| | | expense. |
| | | |
| | | Lease assets (and lease obligations) |
| | | |
| | | At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or |
| | | contains, a lease, if the contract conveys the right to control the use of an identified asset for a period of time in |
| | | exchange for consideration. To assess whether a contract conveys the right to control the use of an identified |
| | | asset, the Company assesses whether: |
| | | |
| | | • | the contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be |
| | | | physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has |
| | | | a substantive substitution right, then the asset is not identified; |
| | | • | the Company has the right to obtain substantial y al of the economic benefits from the use of the asset |
| | | | throughout the period of use; and |
| | | • | the Company has the right to direct the use of the asset. The Company has this right when it has the decision- |
| | | | making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases |
| | | | where the decision about how and for what purpose the asset is used is predetermined, the Company has the |
| | | | right to direct the use of the asset if either (a) the Company has the right to operate the asset; or (b) the |
| | | | Company designed the asset in a way that predetermines how and for what purpose it wil be used. |
| | | |
| | | If the contract contains a lease, the Company accounts for the lease and non-lease components separately. For |
| | | the lease component, a right-of-use asset and a corresponding lease liability are set-up at the date at which the |
| | | leased asset is available for use by the Company. The right-of-use asset is depreciated over the shorter of the |
| | | asset’s useful life and the lease term on a straight-line basis. |
| | | |
| | 15 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | The lease payments associated with the lease liability are discounted using either the interest rate implicit in the |
| | | lease, if available, or the Company’s incremental borrowing rate. Each lease payment is allocated between the |
| | | liability and the finance cost (i.e. accretion) so as to produce a constant rate of interest on the remaining lease |
| | | liability balance. |
| | | |
| | | I. Impairment of non-financial assets |
| | | |
| | | Property, plant and equipment assets are assessed at the end of each reporting period to determine if there is any |
| | | indication that the asset may be impaired. If any such indication exists, an estimate of the recoverable amount of |
| | | the asset is made. For the purpose of measuring recoverable amounts, assets are grouped at the lowest level, or |
| | | cash generating unit (“CGU”), for which there are separately identifiable cash inflows. The recoverable amount is |
| | | the higher of an asset’s fair value less costs of disposal and value in use (being the present value of the expected |
| | | future cash flows of the relevant asset or CGU, as determined by management). An impairment loss is recognized |
| | | for the amount by which the CGU’s carrying amount exceeds its recoverable amount. |
| | | | |
| | | Mineral property assets are assessed for impairment using the impairment indicators under IFRS 6 “Exploration |
| | | for and Evaluation of Mineral Resources” up until the commercial viability and technical feasibility for the property |
| | | is established. From that point onwards, mineral property assets are tested for impairment using the impairment |
| | | indicators of IAS 36 “Impairment of Assets”. |
| | | |
| | | J. Employee benefits |
| | | |
| | | Post-employment benefit obligations |
| | | |
| | | The Company assumed the obligation of a predecessor company to provide life insurance, supplemental health |
| | | care and dental benefits, excluding pensions, to its former Canadian employees who retired from active service |
| | | prior to 1997. The estimated cost of providing these benefits is actuarial y determined using the projected benefits |
| | | method and is recorded on the balance sheet at its estimated present value. The interest cost on this unfunded |
| | | liability is being accreted over the remaining lives of this retiree group. Experience gains and losses are being |
| | | deferred as a component of accumulated other comprehensive income or loss and are adjusted, as required, on |
| | | the obligation’s re-measurement date. |
| | | |
| | | Share-based compensation |
| | | |
| | | The Company uses a fair value-based method of accounting for share options to employees and to non- |
| | | employees. The fair value is determined using the Black-Scholes option pricing model on the date of the grant. |
| | | The cost is recognized on a graded method basis, adjusted for expected forfeitures, over the applicable vesting |
| | | period as an increase in share-based compensation expense and the contributed surplus account. When such |
| | | share options are exercised, the proceeds received by the Company, together with the respective amount from |
| | | contributed surplus, are credited to share capital. |
| | | | | |
| | | The Company also has a share unit plan pursuant to which it may grant share units to employees – the share units |
| | | are equity-settled awards. The Company determines the fair value of the awards on the date of grant. The cost is |
| | | recognized on a graded method basis, adjusted for expected forfeitures, over the applicable vesting period, as an |
| | | increase in share-based compensation expense and the contributed surplus account. When such share units are |
| | | settled for common shares, the applicable amounts of contributed surplus are credited to share capital. |
| | | |
| | | Termination benefits |
| | | |
| | | The Company recognizes termination benefits when it is demonstrably committed to either terminating the |
| | | employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing |
| | | benefits as a result of an offer made to encourage voluntary termination. Benefits falling due more than twelve |
| | | months after the end of the reporting period are discounted to their present value. |
| | | |
| | | K. Reclamation provisions |
| | | | |
| | | Reclamation provisions, which are legal and constructive obligations related to the retirement of tangible long-lived |
| | | assets, are recognized when such obligations are incurred and a reasonable estimate of the value can be |
| | | determined. These obligations are measured initially at the present value of expected cash flows using a pre-tax |
| | | discount rate reflecting risks specific to the liability and the resulting costs are capitalized and added to the carrying |
| | | value of the related assets. In subsequent periods, the liability is adjusted for the accretion of the discount and the |
| | | expense is recorded in the statement of income or loss. Changes in the amount or timing of the underlying future |
| | | cash flows or changes in the discount rate are immediately recognized as an increase or decrease in the carrying |
| | 16 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | amounts of the related asset, if one exists, and liability. These costs are amortized to the results of operations over |
| | | the life of the asset. Reductions in the amount of the liability are first applied against the amount of the net |
| | | reclamation asset with any excess value being recorded in the statement of income or loss. |
| | | | |
| | | The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future |
| | | reclamation liabilities for asset decommissioning and site restoration are recognized in the period when such |
| | | liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, |
| | | regulatory requirements, changing technology and other factors which wil be recognized when appropriate. |
| | | Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total |
| | | expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource |
| | | properties are charged against the related reclamation liability. | |
| | | |
| | | L. Provisions |
| | | |
| | | Provisions for restructuring costs and legal claims, where applicable, are recognized in liabilities when the |
| | | Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of |
| | | resources wil be required to settle the obligation, and the amount can be reliably estimated. Provisions are |
| | | measured at management’s best estimate of the expenditure required to settle the obligation at the end of the |
| | | reporting period, and are discounted to present value where the impact of the discount is material. The Company |
| | | performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts. |
| | | |
| | | M. Current and deferred income tax |
| | | |
| | | Current income tax payable is based on taxable income for the period. Taxable income differs from income as |
| | | reported in the statement of income or loss because it excludes items of income or expense that are taxable or |
| | | deductible in other periods and it further excludes items that are never taxable or deductible. The Company’s |
| | | liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance |
| | | sheet date. |
| | | | |
| | | Deferred income taxes are accounted for using the balance sheet liability method. Deferred income tax assets and |
| | | liabilities are computed based on temporary differences between the financial statement carrying values of the |
| | | existing assets and liabilities and their respective income tax bases used in the computation of taxable income. |
| | | Computed deferred tax liabilities are general y recognized for all taxable temporary differences and deferred tax |
| | | assets are recognized to the extent that it is probable that taxable income wil be available against which deductible |
| | | temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference |
| | | arises from goodwil or from the initial recognition (other than in a business combination) of other assets and |
| | | liabilities in a transaction that affects neither the taxable income nor the accounting income. Deferred tax liabilities |
| | | are recognized for taxable temporary differences arising on investments in subsidiaries and investments, and |
| | | interests in joint ventures, except where the Company is able to control the reversal of the temporary differences |
| | | and it is probable that the temporary differences wil not reverse in the foreseeable future. The carrying amount of |
| | | deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable |
| | | that sufficient taxable earnings wil be available to allow all or part of the asset to be recovered. |
| | | | |
| | | Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the |
| | | asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance |
| | | sheet date. Deferred tax is charged or credited to the statement of income or loss (or comprehensive income or |
| | | loss in some specific cases), except when it relates to items charged or credited directly to equity, in which case |
| | | the deferred tax is also recorded within equity. |
| | | | |
| | | Income tax assets and liabilities are offset when there is a legally enforceable right to offset the assets and liabilities |
| | | and when they relate to income taxes levied by the same tax authority on either the same taxable entity or different |
| | | taxable entities where there is an intention to settle the balance on a net basis. |
| | | |
| | | N. Flow-through common shares |
| | | | |
| | | The Company’s Canadian exploration activities have been financed in part through the issuance of flow-through |
| | | common shares, whereby the Canadian income tax deductions relating to these expenditures are claimable by the |
| | | subscribers and not by the Company. The proceeds from issuing flow-through shares are allocated between the |
| | | offering of shares and the sale of tax benefits. The allocation is based on the difference (“premium”) between the |
| | | quoted price of the Company’s existing shares and the amount the investor pays for the actual flow-through shares. |
| | | A liability is recognized for the premium when the shares are issued, and is extinguished when the tax effect of the |
| | | temporary differences, resulting from the renunciation of the tax deduction to the flow-through shareholders, is |
| | | recorded - with the difference between the liability and the value of the tax assets renounced being recorded as a |
| | 17 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | deferred tax expense. The tax effect of the renunciation is recorded at the time the Company makes the |
| | | renunciation to its subscribers – which may differ from the effective date of renunciation. If the flow-through shares |
| | | are not issued at a premium, a liability is not established, and on renunciation the full value of the tax assets |
| | | renounced is recorded as a deferred tax expense. |
| | | | |
| | | O. Revenue recognition |
| | | |
| | | Revenue from pre-sold toll milling services |
| | | |
| | | Revenue from the pre-sale of toll mil ing arrangement cash flows is recognized as the toll mil ing services are |
| | | provided. At contract inception, the Company estimates the expected transaction price of the toll mil ing services |
| | | being sold based on available information and calculates an average per unit transaction price that applies over |
| | | the life of the contract. This unit price is used to draw-down the deferred revenue balance as the toll mil ing services |
| | | occur. When changes occur to the expected timing, or volume of toll mil ing services, the per unit transaction price |
| | | is adjusted to reflect the change (such review to be done annually, at a minimum), and a cumulative catch-up |
| | | adjustment is made to reflect the updated rate. The amount of the upfront payment received from the toll milling |
| | | pre-sale arrangements includes a significant financing component due to the longer-term nature of such |
| | | agreements. As such, the Company also recognizes accretion expense on the deferred revenue balance which is |
| | | recorded in the statement of income or loss through “Finance expense, net”. |
| | | |
| | | Revenue from environmental services (i.e. Closed Mines Group) |
| | | |
| | | Environmental service contracts represent a series of distinct performance obligations that are substantially the |
| | | same and have the same pattern of transfer of control to the customer. The transaction price is estimated at |
| | | contract inception and is recognized over the life of the contract as control is transferred to the customer. Variable |
| | | consideration, where applicable, is estimated at contract inception using either the expected value method or the |
| | | most likely amount method. If it is highly probable that a subsequent reversal of revenue wil not occur when the |
| | | uncertainty has been resolved, the Company wil recognize as revenue the estimated transaction price, including |
| | | the estimate of the variable portion, upon transfer of control to the customer, otherwise the variable portion of the |
| | | transaction price wil be constrained, and wil not be recognized as revenue until the uncertainty has been resolved. |
| | | | |
| | | Revenue from management services (i.e. UPC) |
| | | |
| | | The management services arrangement with UPC represented a series of distinct performance obligations that |
| | | are substantially the same and have the same pattern of transfer of control to the customer. The transaction price |
| | | for the contract is estimated at contract inception and is recognized over the life of the contract as control is |
| | | transferred to the customer as the services are provided. The variable consideration related to the net asset value |
| | | (“NAV”) based management fee was estimated at contract inception using the expected value method. It was |
| | | determined that it is highly probable that a subsequent reversal of revenue would occur if the variable consideration |
| | | was included in the transaction price, and as such, the variable portion of the transaction price was measured and |
| | | recognized when the uncertainty has been resolved (i.e. when the actual NAV has been calculated). |
| | | | |
| | | Commission revenue earned on acquisition or sale of uranium oxide concentrates (“U3O8”) and and uranium |
| | | hexafluoride (“UF6”) on behalf of UPC (or other parties where Denison acts as an agent) was recognized when |
| | | control of the related U3O8 or UF6 passes to the customer, which was the date when title of the U3O8 and UF6 |
| | | passes to the customer. |
| | | |
| | | On July 19, 2021, UPC and Sprott Asset Management LP (“Sprott”) completed a plan of arrangement whereby |
| | | UPC shareholders became unitholders of the Sprott Physical Uranium Trust, a newly formed entity managed by |
| | | Sprott (the “UPC Transaction”). In conjunction with the completion of the UPC Transaction, the MSA between |
| | | Denison and UPC was terminated in accordance with the termination provisions therein and Denison received a |
| | | termination payment from UPC of $5,848,000 which was recognized in revenue. |
| | | | |
| | | Revenue from spot sales of uranium |
| | | |
| | | In a uranium supply arrangement, the Company is contractually obligated to provide uranium concentrates to the |
| | | customer. Each delivery is considered a separate performance obligation under the contract – revenue is |
| | | measured based on the transaction price specified in the contract and the Company recognizes revenue when |
| | | control to the uranium has been transferred to the customer. |
| | | |
| | | Uranium can be delivered either to the customer directly (physical deliveries) or notionally under title within a |
| | | uranium storage facility (notional deliveries). For physical deliveries to customers, the terms in the supply |
| | | arrangement specify the location of delivery and revenue is recognized when control transfers to the customer |
| | 18 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | which is general y when the uranium has been delivered and accepted by the customer at that location. For notional |
| | | deliveries at a uranium storage facility, revenue is recognized on the date that the Company specifies the storage |
| | | facility to transfer title of a contractually specified quantity of uranium to a customer’s account at the storage facility. |
| | | | | |
| | | P. Earnings (loss) per share |
| | | |
| | | Basic earnings (loss) per share (“EPS”) is calculated by dividing the net income or loss for the period attributable |
| | | to equity owners of DMC by the weighted average number of common shares outstanding during the period. |
| | | |
| | | Diluted EPS is calculated by adjusting the weighted average number of common shares outstanding for dilutive |
| | | instruments. The number of shares included with respect to options, warrants and similar instruments is computed |
| | | using the treasury stock method. |
| | | |
| | | |
| | | 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS |
| | | |
| | | The preparation of consolidated financial statements in accordance with IFRS requires the use of certain critical |
| | | accounting estimates and judgements that affect the amounts reported. It also requires management to exercise |
| | | judgement in applying the Company’s accounting policies. These judgements and estimates are based on |
| | | management’s best knowledge of the relevant facts and circumstances taking into account previous experience. |
| | | Although the Company regularly reviews the estimates and judgements made that affect these financial |
| | | statements, actual results may be material y different. |
| | | |
| | | Significant estimates and judgements made by management relate to: |
| | | |
| | | A. Determination of a mineral property being sufficiently advanced |
| | | |
| | | The Company follows a policy of capitalizing non-exploration related expenditures on properties it considers to be |
| | | sufficiently advanced. Once a mineral property is determined to be sufficiently advanced, that determination is |
| | | irrevocable and the capitalization policy continues to apply over the life of the property. In determining whether or |
| | | not a mineral property is sufficiently advanced, management considers a number of factors, including, but not |
| | | limited to: current uranium market conditions, the quality of resources identified, access to the resource, the |
| | | suitability of the resource to current mining methods, ease of permitting, confidence in the jurisdiction in which the |
| | | resource is located and mil processing complexity. |
| | | | |
| | | Many of these factors are subject to risks and uncertainties that can support a “sufficiently advanced” determination |
| | | as at one point in time but not support it at another. The final determination requires significant judgment on the |
| | | part of the Company’s management and directly impacts the carrying value of the Company’s mineral properties. |
| | | |
| | | B. Mineral property impairment reviews and impairment adjustments |
| | | |
| | | Mineral properties are tested for impairment when events or changes in circumstances indicate that the carrying |
| | | amount may not be recoverable. When an indicator is identified, the Company determines the recoverable amount |
| | | of the property, which is the higher of an asset’s fair value less costs of disposal or value in use. An impairment |
| | | loss is recognized if the carrying value exceeds the recoverable amount. The recoverable amount of a mineral |
| | | property may be determined by reference to estimated future operating results and discounted net cash flows, |
| | | current market valuations of similar properties or a combination of the above. In undertaking this review, |
| | | management of the Company is required to make significant estimates of, amongst other things: reserve and |
| | | resource amounts, future production and sale volumes, forecast commodity prices, future operating, capital and |
| | | reclamation costs to the end of the mine’s life and current market valuations from observable market data which |
| | | may not be directly comparable. These estimates are subject to various risks and uncertainties, which may |
| | | ultimately have an effect on the expected recoverable amount of a specific mineral property asset. Changes in |
| | | these estimates could have a material impact on the carrying value of the mineral property amounts and the |
| | | impairment losses recognized. |
| | | |
| | | C. Deferred tax assets and liabilities |
| | | | |
| | | Deferred tax assets and liabilities are computed in respect of taxes that are based on taxable profit. Taxable profit |
| | | will often differ from accounting profit and management may need to exercise judgement to determine whether |
| | | some taxes are income taxes (and subject to deferred tax accounting) or operating expenses. |
| | | | |
| | | Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply |
| | | when the temporary differences between accounting carrying values and tax basis are expected to be recovered |
| | 19 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | or settled. The determination of the ability of the Company to utilize tax loss carry forwards and other deferred tax |
| | | assets to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions |
| | | about the future performance of the Company. Management is required to assess whether it is “probable” that the |
| | | Company wil benefit from these prior losses and other deferred tax assets. Changes in economic conditions, |
| | | commodity prices and other factors could result in revisions to the estimates of the benefits to be realized or the |
| | | timing of utilizing the losses. |
| | | |
| | | D. Reclamation obligations |
| | | |
| | | Asset retirement obligations are recorded as a liability when the asset is initially constructed or a constructive or |
| | | legal obligation exists. The valuation of the liability typically involves identifying costs to be incurred in the future |
| | | and discounting them to the present using an appropriate discount rate for the liability. The determination of future |
| | | costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential |
| | | methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, |
| | | the ultimate cost of the Company’s decommissioning liability could differ materially from amounts provided. The |
| | | estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations |
| | | and as new information concerning the Company’s operations becomes available. The Company is not able to |
| | | determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in |
| | | the future. |
| | | |
| | | |
| | | 4. CASH AND CASH EQUIVALENTS |
| | | |
| | | The cash and cash equivalent balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | |
| | | | Cash | | | | | | $ | 2,002 $ | | 12,004 |
| | | | Cash in MLJV and MWJV | | | | | | | 1,275 | | 540 |
| | | | Cash equivalents | | | | | | | 60,721 | | 12,448 |
| | | | | | | | | | $ | 63,998 $ | | 24,992 |
| | | |
| | | Cash equivalents consist of various investment savings account instruments and money market funds, all of which |
| | | are short term in nature, highly liquid and readily convertible into cash. |
| | | |
| | | |
| | | 5. TRADE AND OTHER RECEIVABLES |
| | | |
| | | The trade and other receivables balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | |
| | | | Trade receivables | | | | | | $ | 2,866 $ | | 2,644 |
| | | | Receivables in MLJV and MWJV | | | | | | | 533 | | 394 |
| | | | Sales tax receivables | | | | | | | 255 | | 154 |
| | | | Sundry receivables | | | | | | | | | | 2 | 182 |
| | | | | | | | | | $ | 3,656 $ | | 3,374 |
| | | |
| | 20 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | 6. INVENTORIES |
| | | |
| | | The inventories balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | |
| | | | Uranium concentrates | | $ | | | | | 451 | $ | | - |
| | | | Inventory of ore in stockpiles | | | | | | | 2,098 | | 2,098 |
| | | | Mine and mil supplies in MLJV | | | | | | | 3,003 | | 3,015 |
| | | | | | $ | | | | | 5,552 | $ | 5,113 |
| | | | | | | | | | | | | | |
| | | | Inventories-by balance sheet presentation: | | | | | | | | | | |
| | | | Current | | $ | | | | | 3,454 | $ | 3,015 |
| | | | Long term-ore in stockpiles | | | | | | | 2,098 | | 2,098 |
| | | | | | $ | | | | | 5,552 | $ | 5,113 |
| | | |
| | | Long-term ore in stockpile inventory represents an estimate of the quantity of ore on the stockpile in excess of the |
| | | next twelve months of planned mil production. |
| | | |
| | | |
| | | 7. INVESTMENTS |
| | | |
| | | The investments balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | |
| | | | Investments: | | | | | | | | | | |
| | | | Equity instruments | | | | | | | | | | |
| | | | Shares | | $ | | | | | 14,349 | $ | 16,657 |
| | | | Warrants | | | | | | | 229 | | 293 |
| | | | Uranium | | | | | | | 133,114 | | - |
| | | | | | $ | | | | | 147,692 | $ | 16,950 |
| | | | | | | | | | | | | | | |
| | | | Investments-by balance sheet presentation: | | | | | | | | | | | |
| | | | Current | | $ | | | | | 14,437 | $ | 16,657 |
| | | | Long-term | | | | | | | 133,255 | | 293 |
| | | | | | $ | | | | | 147,692 | $ | 16,950 |
| | | |
| | | |
| | | The investments continuity summary is as fol ows: |
| | | |
| | | | | | | | | | | | | Equity | | Physical | | |
| | | | (in thousands) | Instruments | | | | Uranium | | Total |
| | | | | | | | | | | | | | |
| | | | Balance-January 1, 2020 | $ | 12,104 $ | | | | | | | | | | - | $ | 12,104 |
| | | | Proceeds from property disposal | | 270 | | | | | | | | | | - | | 270 |
| | | | Purchase of investments | | 7 | | | | | | | | | | - | | 7 |
| | | | Sale of investments | | (477) | | | | | | | | | | - | | (477) |
| | | | Fair value gain to profit and loss (note 21) | | 5,046 | | | | | | | | | | - | | 5,046 |
| | | | Balance-December 31, 2020 | $ | 16,950 $ - | | | | | | $ | 16,950 |
| | | | Purchase of investments | | - | | | | | 91,674 | | 91,674 |
| | | | Sale of investments | | (12,826) | | | | | | - | | (12,826) |
| | | | Fair value gain to profit and loss (note 21) | | 10,454 | | | | | 41,440 | | 51,894 |
| | | | Balance-December 31, 2021 | $ | 14,578 $ | | | | | 133,114 | $ | 147,692 |
| | | |
| | | At December 31, 2021, the Company holds equity instruments consisting of shares and warrants in publicly traded |
| | | companies and no debt instruments. Non-current equity instruments consist of warrants in publicly traded |
| | | companies exercisable for a period more than one year after the balance sheet date. |
| | 21 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | Investment in uranium |
| | | |
| | | During the year ended December 31, 2021, the Company acquired a total of 2,500,000 pounds of physical uranium |
| | | as U3O8 at a cost of $91,674,000 (USD$74,140,000), including purchase commissions. The uranium is being held |
| | | as a long-term investment. |
| | | |
| | | Sale of investment and issuance of warrants on investment |
| | | |
| | | During the year ended December 31, 2021, the Company sold by private agreement (1) 32,500,000 common |
| | | shares of GoviEx Uranium Inc. (“GoviEx”) and (2) 32,500,000 common share purchase warrants, entitling the |
| | | holder to acquire one additional common share of GoviEx owned by Denison (“GoviEx Warrants”), for combined |
| | | gross proceeds of $15,600,000. The proceeds from this transaction were allocated between the GoviEx common |
| | | shares sold and the GoviEx Warrants issued on a relative fair value basis, resulting in net proceeds from the |
| | | disposal of GoviEx common shares of $12,826,000 and proceeds from the issuance of the GoviEx Warrants of |
| | | $2,774,000. The GoviEx shares sold had an initial cost of $2,698,000. |
| | | |
| | | The GoviEx Warrants entitle the holder to acquire one additional common share of GoviEx owned by the Company |
| | | at an exercise price $0.80, for 18 months after issuance (April 2024). |
| | | |
| | | The fair value of the GoviEx Warrants on the date of issuance was determined using the following assumptions in |
| | | the Black-Scholes option pricing model – expected volatility 76%, risk-free interest rate of 0.69%, dividend yield of |
| | | 0% and an expected term of 18 months. |
| | | |
| | | At December 31, 2021, the fair value of the GoviEX Warrants was estimated to be $1,625,000 ($0.05 per warrant), |
| | | based on the following assumptions in the Black-Scholes option pricing model – expected volatility of 82%, risk |
| | | free interest rate of 0.91%, dividend yield of 0% and an expected term of 16 months. |
| | | |
| | | The Company continues to hold 32,644,000 common shares of GoviEx. If the GoviEx Warrants are exercised in |
| | | full, Denison wil transfer a further 32,500,000 GoviEx common shares to the warrant holders. |
| | | |
| | | | | Number of | | Warrant |
| | | (in thousands except warrant amounts) | | Warrants | | Liability |
| | | | | | | | | | |
| | | | Balance-December 31, 2020 | | | | - $ | - |
| | | | Warrants on investment | 32,500,000 | | 2,774 |
| | | | Change in fair value (note 21) | | | | - | | (1,149) |
| | | | Balance-December 31, 2021 | 32,500,000 | $ | 1,625 |
| | | |
| | | |
| | | 8. INVESTMENT IN JOINT VENTURE |
| | | |
| | | The investment in joint venture balance consists of: |
| | | |
| | | | | | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | |
| | | | Investment in joint venture: | | | | | | | | | | | | | |
| | | | JCU | | | | | | | | | | $ | 21,392 | $ | - |
| | | | | | | | | | | | | | $ | 21,392 | $ | - |
| | | |
| | | A summary of the investment in JCU is as follows: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | Balance-December 31, 2020 | | | | | | | | | | | | $ | - |
| | | | Investment at cost: | | | | | | | | | | | | | |
| | | | Acquisition of 50% of JCU | | | | | | | | 21,856 |
| | | | Equity share of loss | | | | | | | | | | | | | (464) |
| | | | Balance-December 31, 2021 | | | | | | | | | | | | $ | 21,392 |
| | | |
| | 22 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | On August 3, 2021, Denison completed the acquisition of 50% of JCU from UEX Corporation (“UEX”), for cash |
| | | consideration of $20,500,000 plus transaction costs of $1,356,000. Denison’s acquisition of its 50% interest in JCU |
| | | occurred immediately following UEX’s acquisition of all the outstanding shares of JCU from Overseas Uranium |
| | | Resources Development Co., Limited (“OURD”) for cash consideration of $41,000,000. |
| | | |
| | | Pursuant to Denison's agreement with UEX, Denison provided UEX with an interest-free 90-day term loan of |
| | | $40,950,000 (the "Term Loan") to facilitate UEX's purchase of JCU from OURD. On the transfer of 50% of the |
| | | shares in JCU from UEX to Denison, $20,500,000 of the amount drawn under the Term Loan was deemed repaid |
| | | by UEX. UEX repaid the remainder of the Term Loan in September 2021. |
| | | |
| | | JCU is a private company that holds a portfolio of twelve uranium project joint venture interests in Canada, including |
| | | a 10% interest the WRJV, a 30.099% interest in the Mil ennium project (Cameco Corporation 69.901%), a |
| | | 33.8123% interest in the Kiggavik project (Orano Canada Inc. 66.1877%), and a 34.4508% interest in the Christie |
| | | Lake Project (UEX 65.5492%). |
| | | |
| | | The following tables summarize the consolidated financial information of JCU on a 100% basis, taking into account |
| | | adjustments made by Denison for equity accounting purposes (including fair value adjustments and differences in |
| | | accounting policies). Denison records its equity share of earnings (loss) in JCU one month in arrears (due to the |
| | | information not yet being available), adjusted for any known material transactions that have occurred up to the |
| | | period end date on which Denison is reporting. |
| | | |
| | | | | | | | | | At December 31 | At |
| | | | (in thousands) | | | | | | | | 2021 | | Acquisition (1) |
| | | | | | | | | | | | | | | | |
| | | | Total current assets(2) | | | | | | $ | | 4,851 | $ | 5,825 |
| | | | Total non-current assets | | | | | | | | 38,067 | | 38,067 |
| | | | Total current liabilities | | | | | | | | (134) | (181) |
| | | | Total non-current liabilities | | | | | | | | | | - | | - |
| | | | Total net assets | | | | | | $ | | 42,784 | $ | 43,711 |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | 4 Months Ended |
| | | | | | | | | | | | | | | November 30,2021 |
| | | | | | | | | | | | | | | | |
| | | | Revenue | | | | | | | | | | | $ | - |
| | | | Net loss | | | | | | | | | | | | (927) |
| | | | Other comprehensive income (loss) | | | | | | | | | | | $ | - |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | Reconciliation of JCU net assets to Denison investment carrying value: | | | | | |
| | | | | | | | | | |
| | | | Net assets of JCU-at acquisition | | | | | | | | | | | $ | 43,711 |
| | | | Net loss | | | | | | | | | | | | (927) |
| | | | Net assets of JCU-at December 31, 2021 | | | | | | | | | | | $ | 42,784 |
| | | | Denison ownership interest | | | | | | | | | | | | 50.00% |
| | | | Denison share of net assets of JCU | | | | | | | | | | | | 21,392 |
| | | | Investment in JCU | | | | | | | | | | | $ | 21,392 |
| | | |
| | | (1) Based on financial information on the acquisition date of August 3, 2021. |
| | | (2) Included in current assets are $2,525,000 in cash and cash equivalents, $2,322,000 in restricted cash, and $4,000 in accounts receivable |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | 23 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | 9. RESTRICTED CASH AND INVESTMENTS |
| | | |
| | | The Company has certain restricted cash and investments deposited to collateralize a portion of its reclamation |
| | | obligations. The restricted cash and investments balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Cash and cash equivalents | | | | | | $ | 2,866 | $ | 2,883 |
| | | | Investments | | | | | | | 9,135 | | 9,135 |
| | | | | | | | | | $ | 12,001 | $ | 12,018 |
| | | | | | | | | | | | | | |
| | | | Restricted cash and investments-by item: | | | | | | | | | | |
| | | | El iot Lake reclamation trust fund | | | | | | $ | 2,866 | $ | 2,883 |
| | | | Letters of credit facility pledged assets | | | | | | | 9,000 | | 9,000 |
| | | | Letters of credit additional collateral | | | | | | | 135 | | 135 |
| | | | | | | | | | $ | 12,001 | $ | 12,018 |
| | | |
| | | At December 31, 2021 and December 31, 2020, investments consist of guaranteed investment certificates with |
| | | maturities of less than 90 days. |
| | | |
| | | El iot Lake reclamation trust fund |
| | | |
| | | The Company has the obligation to maintain its decommissioned El iot Lake uranium mine pursuant to a |
| | | Reclamation Funding Agreement effective December 21, 1995 (“Reclamation Agreement”) with the Governments |
| | | of Canada and Ontario. The Reclamation Agreement, as further amended in February 1999, requires the Company |
| | | to maintain funds in the reclamation trust fund equal to estimated reclamation spending for the succeeding six |
| | | calendar years, less interest expected to accrue on the funds during the period. Withdrawals from this reclamation |
| | | trust fund can only be made with the approval of the Governments of Canada and Ontario to fund El iot Lake |
| | | monitoring and site restoration costs. |
| | | |
| | | In 2021, the Company deposited an additional $793,000 into the El iot Lake reclamation trust fund and withdrew |
| | | $815,000. In 2020, the Company deposited an additional $803,000 into the El iot Lake reclamation trust fund and |
| | | withdrew $811,000. |
| | | |
| | | Letters of credit facility pledged assets |
| | | |
| | | At December 31, 2021, the Company had $9,000,000 in cash on deposit with the Bank of Nova Scotia (“BNS”) as |
| | | pledged restricted cash and investments pursuant to its obligations under an amended and extended letters of |
| | | credit facility (see notes 14 and 16). | | | | | | | |
| | | |
| | | Letters of credit additional col ateral |
| | | |
| | | At December 31, 2021, the Company had an additional $135,000 of cash on deposit with BNS as collateral for the |
| | | portion of its issued reclamation letters of credit in excess of the amount available under its letters of credit facility |
| | | (see notes 14 and 16). |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | 24 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | 10. PROPERTY, PLANT AND EQUIPMENT |
| | | |
| | | The property, plant and equipment (“PP&E”) continuity summary is as fol ows: |
| | | |
| | | | | | Plant and Equipment | | | | Mineral | Total |
| | | | (in thousands) | | | | | Owned | Right-of-Use | | | | Properties | PP&E |
| | | | | | | | | | | | | | |
| | | | Cost: | | | | | | | | | | |
| | | | Balance-January 1, 2020 | $ 104,587 $ | | | | | | | 906 $ 179,481 $ 284,974 |
| | | | Additions | | | | | | | | | 16 | 26 | 262 | 304 |
| | | | Disposals | | | | | | | | | (60) | (41) | - | (101) |
| | | | Reclamation adjustment (note 14) | | 1,544 | | | - | | | - | 1,544 |
| | | | Balance-December 31, 2020 | $ 106,087 $ | | | | | | | 891 $ 179,743 $ 286,721 |
| | | | | | | | | | | | | | |
| | | | Additions | | 1,173 | | | | | | | 83 | 46 | 1,302 |
| | | | Disposals | | (466) | | | | | | | (21) | - | (487) |
| | | | Recoveries | | - | | | | - | | | (1) | (1) |
| | | | Reclamation adjustment (note 14) | | (1,111) | | | - | | | - | (1,111) |
| | | | Balance-December 31, 2021 | $ 105,683 $ | | | | | | | 953 $ 179,788 $ 286,424 |
| | | | | | | | | | | | | | |
| | | | Accumulated amortization, depreciation: | | | | | | | | | | |
| | | | Balance-January 1, 2020 | $ | (27,518) $ | | | | | | | (197) $ | - $ | (27,715) |
| | | | Amortization | | (243) | | | - | | | - | (243) |
| | | | Depreciation | | (2,037) | | | | | | | (198) | - | (2,235) |
| | | | Disposals | | | | | | | | | 60 | 39 | - | 99 |
| | | | Reclamation adjustment (note 14) | | | | | | | | | 243 | - | | | - | 243 |
| | | | Balance-December 31, 2020 | $ | (29,495) $ | | | | | | | (356) $ | - $ | (29,851) |
| | | | | | | | | | | | | | |
| | | | Amortization | | (280) | | | - | | | - | (280) |
| | | | Depreciation | | (2,391) | | | | | | | (203) | - | (2,594) |
| | | | Disposals | | | | | | | | | 466 | 17 | - | 483 |
| | | | Reclamation adjustment (note 14) | | | | | | | | | 280 | - | | | - | 280 |
| | | | Balance-December 31, 2021 | $ | (31,420) $ | | | | | | | (542) $ | - $ | (31,962) |
| | | | | | | | | | | | | | |
| | | | Carrying value: | | | | | | | | | | |
| | | | Balance-December 31, 2020 | $ | 76,592 $ | | | | | | | 535 $ 179,743 $ 256,870 |
| | | | Balance-December 31, 2021 | $ | 74,263 $ | | | | | | | 411 $ 179,788 $ 254,462 |
| | | |
| | | Plant and Equipment - Owned |
| | | |
| | | The Company has a 22.5% interest in the McClean Lake mill through its ownership interest in the MLJV. The |
| | | carrying value of the mil , comprised of various infrastructure, building and machinery assets, represents |
| | | $66,931,000, or 90.1%, of the December 2021 total carrying value amount of owned PP&E assets. |
| | | |
| | | A toll mil ing agreement amongst the participants of the MLJV and the CLJV provides for the processing of certain |
| | | future output of the Cigar Lake mine at the McClean Lake mil , for which the owners of the McClean Lake mil |
| | | receive a tol mil ing fee and other benefits (Denison further has an agreement with APG regarding the receipt of |
| | | certain toll mil ing fees it receives from this toll mil ing agreement – see note 12). In determining the units of |
| | | production amortization rate for the McClean Lake mil , the amount of production attributable to the mil assets |
| | | includes Denison’s expected share of mil feed related to MLJV ores, MWJV ores and the CLJV toll mil ing contract. |
| | | Milling activities in 2021 at the McClean Lake mil included processing and packaging ore for the Cigar Lake mine |
| | | as well as from the test mining activities that occurred at the MLJV during the year. Milling activity in 2020 was |
| | | dedicated exclusively to processing and packaging ore from the Cigar Lake mine. Mil production in 2020 and |
| | | 2021 was impacted by the COVID-19 pandemic. See note 12 for the current operating status of the McClean Lake |
| | | mill. |
| | | |
| | | Plant and Equipment – Right-of-Use |
| | | |
| | | The Company has included the cost of various right-of-use (“ROU”) assets within its plant and equipment ROU |
| | | carrying value amount. These assets consist of building, vehicle and office equipment leases. The majority of the |
| | | asset value is attributable to the building lease assets for the Company’s offices and warehousing space located |
| | | in Toronto and Saskatoon. | | | | | | | | |
| | 25 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | Mineral Properties |
| | | |
| | | The Company has various interests in development, evaluation and exploration projects located in Saskatchewan, |
| | | Canada, which are either held directly or through option or various contractual agreements. The following projects, |
| | | all located in Saskatchewan, represent $162,687,000, or 90.5%, of the carrying value amount of mineral property |
| | | assets as at December 31, 2021: |
| | | |
| | | a) Wheeler River – the Company has a 90.0% direct interest in the project, and an additional 5.0% interest |
| | | | through its investment in JCU (includes the Phoenix and Gryphon deposits); |
| | | b) Waterbury Lake – the Company has a 66.90% interest in the project (includes the THT and Huskie deposits) |
| | | | and also has a 2.0% net smelter return royalty on the portion of the project it does not own; |
| | | c) Midwest – the Company has a 25.17% interest in the project (includes the Midwest Main and Midwest A |
| | | | deposits); |
| | | d) Mann Lake – the Company has a 30.0% interest in the project; |
| | | e) Wolly – the Company has a 21.32% interest in the project; |
| | | f) Johnston Lake – the Company has a 100% interest in the project; and |
| | | g) McClean Lake – the Company has a 22.5% interest in the project (includes the Sue D, Sue E, Caribou, |
| | | | McClean North and McClean South deposits). |
| | | |
| | | Wheeler River |
| | | |
| | | On August 3, 2021, Denison completed the acquisition of 50% of JCU from UEX, for cash consideration plus |
| | | transaction costs of $21,856,000 (see note 8). JCU is a private company that holds a portfolio of twelve uranium |
| | | project joint venture interests in Canada, including a 10% interest in the WRJV, a 30.099% interest in the |
| | | Mil ennium project (Cameco Corporation 69.901%), a 33.8123% interest in the Kiggavik project (Orano Canada |
| | | Inc. 66.1877%), and a 34.4508% interest in the Christie Lake Project (UEX 65.5492%). The acquisition increased |
| | | the Company’s effective interest in the WRJV to 95.0%. |
| | | |
| | | |
| | | 11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
| | | |
| | | The accounts payable and accrued liabilities balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | |
| | | | Trade payables | | $ | | | | | 3,179 $ | | 2,513 |
| | | | Payables in MLJV and MWJV | | | | | | | 4,316 | | 3,719 |
| | | | Other payables | | | | | | | 1,095 | | | 946 |
| | | | | | $ | | | | | 8,590 $ | | 7,178 |
| | | |
| | | |
| | | 12. DEFERRED REVENUE |
| | | |
| | | The deferred revenue balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | |
| | | | Deferred revenue-pre-sold toll milling: | | | | | | | | | | | | | |
| | | | CLJV Toll Milling-APG | | | | | | $ | 36,508 $ | | 36,617 |
| | | | | | | | | | $ | 36,508 $ | | 36,617 |
| | | | | | | | | | | | | | | |
| | | | Deferred revenue-by balance sheet presentation: |
| | | | Current | | | | | | $ | 4,656 $ | | 3,478 |
| | | | Non-current | | | | | | | 31,852 | | 33,139 |
| | | | | | | | | | $ | 36,508 $ | | 36,617 |
| | | |
| | | |
| | | |
| | | |
| | | |
| | 26 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | The deferred revenue liability continuity summary is as follows: |
| | | |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | |
| | | | Balance-January 1 | | | | | | $ | 36,617 $ | | 36,321 |
| | | | Revenue earned during the period (note 22) | | | | | | | (3,207) | | (2,762) |
| | | | Accretion (note 21) | | | | | | | 3,098 | | 3,058 |
| | | | Balance-December 31 | | | | | | $ | 36,508 $ | | 36,617 |
| | | |
| | | Arrangement with Anglo Pacific Group PLC (“APG”) |
| | | |
| | | In February 2017, Denison closed an arrangement with APG under which Denison received an upfront payment |
| | | of $43,500,000 in exchange for its right to receive future tol mil ing cash receipts from the MLJV under the current |
| | | toll mil ing agreement with the CLJV from July 1, 2016 onwards. The up-front payment was based upon an estimate |
| | | of the gross toll mil ing cash receipts to be received by Denison discounted at a rate of 8.50%. |
| | | |
| | | The APG Arrangement represents a contractual obligation of Denison to pay onward to APG any cash proceeds |
| | | of future toll mil ing revenue earned by the Company related to the processing of the specified Cigar Lake ore |
| | | through the McClean Lake mil . At closing, the Company made payments to APG of $3,520,000, representing the |
| | | Cigar Lake toll mil ing cash receipts received by Denison in respect of toll mil ing activity for the period from July 1, |
| | | 2016 through January 31, 2017, and reflected those amounts as a reduction of the initial upfront amount received, |
| | | thereby reducing the initial deferred revenue balance to $39,980,000 at the transaction date. |
| | | |
| | | In connection with the closing of the APG Arrangement, the terms of the BNS Letters of Credit Facility between |
| | | BNS and Denison were amended to reflect certain changes required to facilitate an Intercreditor Agreement |
| | | between APG, BNS and Denison (see note 16). |
| | | |
| | | In 2021, the Company recognized $3,207,000 of toll mil ing revenue from the draw-down of deferred revenue, |
| | | based on Cigar Lake toll mil ing production of 12,159,000 pounds U3O8 (100% basis). The drawdown in 2021 |
| | | includes a cumulative increase in revenue for prior periods of $61,000 resulting from changes in estimates to the |
| | | toll mil ing drawdown rate during 2021. |
| | | |
| | | In 2020, the Company recognized $2,762,000 of toll mil ing revenue from the draw-down of deferred revenue, |
| | | based on Cigar Lake toll mil ing production of 10,069,000 pounds U3O8 (100% basis). The drawdown in 2020 |
| | | includes a cumulative increase in revenue for prior periods of $168,000 resulting from changes in estimates to the |
| | | toll mil ing drawdown rate during 2020. |
| | | |
| | | In response to the COVID-19 pandemic, the CLJV temporarily suspended production at the Cigar Lake mine from |
| | | the end of March 2020 until September 2020, and then again from the end of December 2020 until April 2021. The |
| | | MLJV temporarily suspended operations at the mil for the duration of the CLJV shutdowns. |
| | | |
| | | The current portion of the deferred revenue liability reflects Denison’s estimate of Cigar Lake tol mil ing over the |
| | | next 12 months. This assumption is based on current mil packaged production expectations and is reassessed on |
| | | a quarterly basis. |
| | | |
| | | |
| | | 13. POST-EMPLOYMENT BENEFITS |
| | | |
| | | The Company provides post-employment benefits for former Canadian employees who retired on immediate |
| | | pension prior to 1997. The post-employment benefits provided include life insurance and medical and dental |
| | | benefits as set out in the applicable group policies. No post-employment benefits are provided to employees |
| | | outside the employee group referenced above. The post-employment benefit plan is not funded. |
| | | |
| | | The effective date of the most recent actuarial valuation of the accrued benefit obligation is October 1, 2020. The |
| | | amount accrued is based on estimates provided by the plan administrator which are based on past experience, |
| | | limits on coverage as set out in the applicable group policies and assumptions about future cost trends. The |
| | | significant assumptions used in the most recent valuation are listed below: |
| | | |
| | | • | Discount rate of 1.75%; |
| | | • | Medical cost increase trend rate of 4.09% in 2020, grading up to 5.30% per year by 2026, staying flat at 5.30% |
| | | | per year from 2026 to 2030 and then grading down to 4.05% per year from 2031 through to 2041; and |
| | | • | Dental cost increase trend rate of 4.50% in 2020, grading up to 5.30% per year by 2026, staying flat at 5.30% |
| | | | per year from 2026 to 2030 and then grading down to 4.05% per year from 2031 through to 2041. |
| | 27 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | The post-employment benefits balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Accrued benefit obligation | | | | | | $ | 1,274 $ | | 1,361 |
| | | | | | | | | | $ | 1,274 $ | | 1,361 |
| | | | | | | | | | | | | |
| | | | Post-employment benefits-by balance sheet presentation: | | | | |
| | | | Current | | | | | | $ | 120 $ | | 120 |
| | | | Non-current | | | | | | | 1,154 | | 1,241 |
| | | | | | | | | | $ | 1,274 $ | | 1,361 |
| | | |
| | | The post-employment benefits continuity summary is as follows: |
| | | |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Balance-January 1 | | | | | | $ | 1,361 | $ | 2,258 |
| | | | Accretion (note 21) | | | | | | | 23 | | 57 |
| | | | Benefits paid | | | | | | | (110) | | (90) |
| | | | Experience gain adjustment | | | | | | | | | | - | | (864) |
| | | | Balance-December 31 | | | | | | $ | 1,274 | $ | 1,361 |
| | | |
| | | |
| | | 14. RECLAMATION OBLIGATIONS |
| | | |
| | | | The reclamation obligations balance consists of: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Reclamation obligations-by item: | | | | | | | | | | | | |
| | | | Elliot Lake | | | | | | $ | 20,877 $ | | 21,523 |
| | | | MLJV and MWJV | | | | | | | 15,405 | | 16,875 |
| | | | Other | | | | | | | 1,250 | | | | 22 |
| | | | | | | | | | $ | 37,532 $ | | 38,420 |
| | | | | | | | | | | | | |
| | | | Reclamation obligations-by balance sheet presentation: | | | | |
| | | | Current | | | | | | $ | 1,181 $ | | 802 |
| | | | Non-current | | | | | | | 36,351 | | 37,618 |
| | | | | | | | | | $ | 37,532 $ | | 38,420 |
| | | |
| | | | The reclamation obligations continuity summary is as follows: |
| | | |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | | |
| | | | Balance-January 1 | | | | | | $ | 38,420 $ | | 32,512 |
| | | | Accretion (note 21) | | | | | | | 1,343 | | 1,352 |
| | | | Expenditures incurred | | | | | | | (815) | | (826) |
| | | | Liability adjustments-income statement (note 21) | | | | | | (585) | | 3,595 |
| | | | Liability adjustments-balance sheet (note 10) | | | | | | | (831) | | 1,787 |
| | | | Balance-December 31 | | | | | | $ | 37,532 $ | | 38,420 |
| | | |
| | | Site Restoration: El iot Lake |
| | | |
| | | The El iot Lake uranium mine was closed in 1992 and capital works to decommission this site were completed in |
| | | 1997. The remaining provision is for the estimated cost of monitoring the Tailings Management Areas at the |
| | | Denison and Stanrock sites and for treatment of water discharged from these areas. The Company conducts its |
| | | activities at both sites pursuant to licenses issued by the Canadian Nuclear Safety Commission (“CNSC”). The |
| | | above accrual represents the Company’s best estimate of the present value of the total future reclamation cost, |
| | 28 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | based on assumptions as to what levels of treatment wil be required in the future, discounted at 4.06% per annum |
| | | (December 31, 2020 - 3.50%). As at December 31, 2021, the undiscounted amount of estimated future reclamation |
| | | costs, in current year dollars, is $35,837,000 (December 31, 2020 - $32,335,000). Revisions to the reclamation |
| | | liability for El iot Lake are recognized in the income statement as the site is closed and there is no asset recognized |
| | | for this site. |
| | | |
| | | Spending on restoration activities at the El iot Lake site is funded by the El iot Lake Reclamation Trust fund (see |
| | | note 9). |
| | | |
| | | Site Restoration: McClean Lake Joint Venture and Midwest Joint Venture |
| | | |
| | | The MLJV and MWJV operations are subject to environmental regulations as set out by the Saskatchewan |
| | | government and the CNSC. Cost estimates of the expected future decommissioning and reclamation activities are |
| | | prepared periodically and filed with the applicable regulatory authorities for approval. The above accrual represents |
| | | the Company’s best estimate of the present value of future reclamation costs discounted at 4.06% per annum |
| | | (December 31, 2020 - 3.50%). As at December 31, 2021, the undiscounted amount of estimated future reclamation |
| | | costs, in current year dol ars, is $24,617,000 (December 31, 2020 - $24,135,000). The majority of the reclamation |
| | | costs are expected to be incurred between 2038 and 2056. Revisions to the reclamation liabilities for the MLJV |
| | | and MWJV are recognized on the balance sheet as adjustments to the net reclamation assets associated with the |
| | | sites. |
| | | |
| | | Under the Mineral Industry Environmental Protection Regulations (1996), the Company is required to provide its |
| | | pro-rata share of financial assurances to the province of Saskatchewan based on periodic filings of estimated |
| | | reclamation plans and the associated undiscounted future reclamation costs included therein. Accordingly, as at |
| | | December 31, 2021, the Company has in place irrevocable standby letters of credit, from a chartered bank, in |
| | | favour of the Saskatchewan Ministry of the Environment, totalling $24,135,000 which relate to the most recently |
| | | filed reclamation plan dated March 2016. See Note 27 for further details. |
| | | |
| | | Site Restoration: Other |
| | | |
| | | The Company’s exploration and evaluation activities are subject to environmental regulations as set out by the |
| | | Saskatchewan government. Cost estimates of the estimated future decommissioning and reclamation activities |
| | | are recognized when the liability is incurred. The accrual represents the Company’s best estimate of the present |
| | | value of the future reclamation cost contemplated in these cost estimates discounted at 4.06% per annum |
| | | (December 31, 2020 - nil%). As at December 31, 2021, the undiscounted amount of estimated future reclamation |
| | | costs, in current year dollars, is estimated at $1,562,000 (December 31, 2020 - $nil). Revisions to the reclamation |
| | | liabilities for exploration and evaluation activities are recognized on the balance sheet as adjustments to the net |
| | | reclamation assets associated with the respective properties. |
| | | |
| | | |
| | | 15. SHARE PURCHASE WARRANTS LIABILITY |
| | | |
| | | In connection with the public offerings of units in February 2021 and March 2021 (see note 18), the Company |
| | | issued 15,796,975 and 39,215,000 share purchase warrants to unit holders, respectively. The February 2021 |
| | | warrants entitle the holder to acquire one common share of the Company at an exercise price of USD$2.00 for 24 |
| | | months after issuance (February 2023). The March 2021 warrants entitle the holder to acquire one common share |
| | | of the Company at an exercise price of USD$2.25 for 24 months after issuance (March 2023). |
| | | |
| | | Since these warrants are exercisable in U.S. dollars (“USD”), which differs from the Company’s CAD functional |
| | | currency, they are classified as derivative liabilities and are required to be carried as liabilities at FVTPL. When |
| | | the fair value of the warrants is revalued at each reporting period, the change in the liability is recorded through |
| | | net profit or loss in Other Income (expense). |
| | | |
| | | February 2021 Warrants |
| | | |
| | | The fair value of the February 2021 warrants was estimated to be $0.2215 on the date of issue, based on a relative |
| | | fair value basis approach, using a USD to CAD foreign exchange rate of 0.7928 and incorporating the following |
| | | assumptions in the Black-Scholes option pricing model – expected volatility of 67%, risk-free interest rate of 0.22%, |
| | | dividend yield of 0% and an expected term of 2 years. |
| | | |
| | | At December 31, 2021, the fair value of the February 2021 warrants was estimated to be $0.4032, using a USD to |
| | | CAD foreign exchange rate of 0.7888 and incorporating the following assumptions in the Black-Scholes option |
| | 29 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | pricing model – expected volatility of 84%, risk-free interest rate of 0.91%, dividend yield of 0% and an expected |
| | | term of 1.13 years. |
| | | |
| | | March 2021 Warrants |
| | | |
| | | The fair value of the March 2021 warrants was estimated to be $0.2482 on the date of issue, based on a relative |
| | | fair value basis approach, using a USD to CAD foreign exchange rate of 0.7992 and incorporating the following |
| | | assumptions in the Black-Scholes option pricing model – expected volatility of 72%, risk-free interest rate of 0.27%, |
| | | dividend yield of 0% and an expected term of 2 years. |
| | | |
| | | At December 31, 2021, the fair value of the March 2021 warrants was estimated to be $0.3563, using a USD to |
| | | CAD foreign exchange rate of 0.7888 and incorporating the following assumptions in the Black-Scholes option |
| | | pricing model – expected volatility of 82%, risk-free interest rate of 0.91%, dividend yield of 0% and an expected |
| | | term of 1.22 years. |
| | | |
| | | The share purchase warrants liability continuity is as follows: |
| | | |
| | | | | Number of | | Warrant |
| | | (in thousands except warrant amounts) | | Warrants | | Liability |
| | | | | | | | | | |
| | | | Balance-December 31, 2020 | | | | - $ | - |
| | | | Share purchase warrants issued on February 19, 2021 | 15,796,975 | | 3,499 |
| | | | Share purchase warrants issued on March 22, 2021 | 39,215,000 | | 9,735 |
| | | | February 2021 warrants exercised | (5,500) | | (1) |
| | | | Fair value loss (note 21) | | | | - | 7,104 |
| | | | Balance-December 31, 2021 | 55,006,475 | $ | 20,337 |
| | | |
| | | |
| | | 16. OTHER LIABILITIES |
| | | |
| | | The other liabilities balance consists of: |
| | | |
| | | | | | | | | | | | | | At December 31 | At December 31 |
| | | | (in thousands) | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | |
| | | | Debt obligations: | | | | | | | | | | | | | |
| | | | Lease obligations | | | | | | | | | | $ | 452 $ | 582 |
| | | | Loan obligations | | | | | | | | | | | 56 | 33 |
| | | | Flow-through share premium obligation (note 18) | | | | | | | | | | - | 22 |
| | | | | | | | | | | | | | $ | 508 $ | 637 |
| | | | | | | | | | | | | | | | |
| | | | Other liabilities-by balance sheet presentation: | | | | | | | | | | | | |
| | | | Current | | | | | | | | | | $ | 179 $ | 262 |
| | | | Non-current | | | | | | | | | | | 329 | 375 |
| | | | | | | | | | | | | | $ | 508 $ | 637 |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | 30 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | Debt Obligations |
| | | |
| | | At December 31, 2021, the Company’s debt obligations are comprised of lease and loan liabilities. The debt |
| | | obligations continuity summary is as follows: |
| | | |
| | | | | | | | | Lease | | | | | | Loan | | Total Debt |
| | | | (in thousands) | | | | | | | | | | | | Liabilities | | | | | | Liabilities | | Obligations |
| | | | | | | | | | | | | | |
| | | | Balance-January 1, 2020 | | $ | | | | | | | | | | 739 $ | 263 $ | | 1,002 |
| | | | Accretion (note 21) | | | | | | | | | | | | 56 | - | | | | 56 |
| | | | Additions | | | | | | | | | | | | 26 | - | | | | 26 |
| | | | Repayments | | | | | | | | | | | | (237) | (230) | | (467) |
| | | | Liability adjustment gain (note 21) | | | | | | | | | | | | (2) | - | (2) |
| | | | Balance-December 31, 2020 | | $ | | | | | | | | | | 582 $ | 33 $ | | 615 |
| | | | | | | | | | | | | | |
| | | | Accretion (note 21) | | | | | | | | | | | | 44 | - | | | | 44 |
| | | | Additions | | | | | | | | | | | | 71 | 34 | | 105 |
| | | | Repayments | | | | | | | | | | | | (241) | (11) | | (252) |
| | | | Liability adjustment gain (note 21) | | | | | | | | | | | | (4) | - | (4) |
| | | | Balance-December 31, 2021 | | $ | | | | | | | | | | 452 $ | 56 $ | | 508 |
| | | |
| | | Debt Obligations – Scheduled Maturities |
| | | |
| | | The following table outlines the Company’s scheduled maturities of its debt obligations at December 31, 2021: |
| | | |
| | | | | | | | | Lease | | | | | | Loan | | Total Debt |
| | | | (in thousands) | | | | | | | | | | | | Liabilities | | | | | | Liabilities | | Obligations |
| | | | | | | | | | | | | | |
| | | | Maturity analysis-contractual undiscounted cash flows: | | | | | | | | | |
| | | | Next 12 months | | $ | | | | | | | | | | 162 $ | 17 $ | | 179 |
| | | | One to five years | | | | | | | | | | | | 359 | 43 | | 402 |
| | | | More than five years | | | | | | | - | | - | - |
| | | | Total obligation-end of period-undiscounted | | | | | | | | | | | | 521 | 60 | | 581 |
| | | | Present value discount adjustment | | | | | | | | | | | | (69) | (4) | | | | | (73) |
| | | | Total obligation-end of period-discounted | | $ | | | | | | | | | | 452 $ | 56 $ | | 508 |
| | | |
| | | Letters of Credit Facility |
| | | |
| | | In 2021, the Company had a facility in place with BNS for credit of up to $24,000,000 with a one year term and a |
| | | maturity date of January 31, 2022 (the “2021 Facility”). Use of the 2021 Facility is restricted to non-financial letters |
| | | of credit in support of reclamation obligations. |
| | | |
| | | The 2021 Facility contains a covenant to maintain a level of tangible net worth greater than or equal to the sum of |
| | | $131,000,000 and a pledge of $9,000,000 in restricted cash and investments as collateral for the facility (see note |
| | | 9). As additional security for the 2021 Facility, DMC has provided an unlimited full recourse guarantee and a pledge |
| | | of all of the shares of Denison Mines Inc. (“DMI”). DMI has provided a first-priority security interest in all present |
| | | and future personal property and an assignment of its rights and interests under all material agreements relative |
| | | to the MLJV and MWJV projects. The 2021 Facility is subject to letter of credit fees of 2.40% (0.40% on the |
| | | $9,000,000 covered by pledged cash col ateral) and standby fees of 0.75%. |
| | | |
| | | At December 31, 2021, the Company was in compliance with its 2021 Facility covenants and $24,000,000 of the |
| | | 2021 Facility was being utilized as col ateral for certain letters of credit (December 31, 2020 - $24,000,000). During |
| | | 2021, the Company incurred letter of credit and standby fees of $397,000 (2020 - $398,000). |
| | | |
| | | In January 2022, the Company entered into an agreement with BNS to amend the terms of the 2021 Facility to |
| | | extend the maturity date to January 31, 2023 (see note 27). |
| | | |
| | | |
| | 31 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | 17. INCOME TAXES |
| | | | |
| | | The income tax recovery balance from continuing operations consists of: |
| | | |
| | | | (in thousands) | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Deferred income tax: | | | | | | | | | | | | |
| | | | Origination of temporary differences | | | | | | $ | 1,795 $ | | 710 |
| | | | Tax benefit-previously unrecognized tax assets | | | | | | 247 | | 1,255 |
| | | | Prior year over (under) provision | | | | | | | (47) | | (1,105) |
| | | | | | | | | | | 1,995 | | 860 |
| | | | Income tax recovery | | | | | | $ | 1,995 $ | | 860 |
| | | |
| | | The Company operates in multiple industries and jurisdictions, and the related income is subject to varying rates |
| | | of taxation. The combined Canadian tax rate reflects the federal and provincial tax rates in effect in Ontario, Canada |
| | | for each applicable year. A reconciliation of the combined Canadian tax rate to the Company’s effective rate of |
| | | income tax is as follows: |
| | | |
| | | | (in thousands) | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Income (loss) before taxes | | | | | | $ | 16,982 $ | | (17,143) |
| | | | Combined Canadian tax rate | | | | | | | 26.50% | | 26.50% |
| | | | Income tax (expense) recovery at combined rate | | | | | | (4,500) | | 4,543 |
| | | | | | | | | | | | | |
| | | | Difference in tax rates | | | | | | | (1,704) | | 1,746 |
| | | | Non-deductible amounts | | | | | | | (4,637) | | (2,579) |
| | | | Non-taxable amounts | | | | | | | 13,518 | | 2,535 |
| | | | Previously unrecognized deferred tax assets (1) | | | | | | | 247 | | 1,255 |
| | | | Renunciation of tax attributes-flow through shares | | | | | | (423) | | (417) |
| | | | Change in deferred tax assets not recognized | | | | | | | (233) | | (5,960) |
| | | | Change in tax rates, legislation | | | | | | | (29) | | (55) |
| | | | Prior year over (under) provision | | | | | | | (47) | | (1,105) |
| | | | Other | | | | | | | (197) | | 897 |
| | | | Income tax recovery | | | | | | $ | 1,995 $ | | 860 |
| | | |
| | | (1) The Company has recognized certain previously unrecognized Canadian tax assets in 2021 and 2020 as a result of the renunciation of certain |
| | | | tax benefits to subscribers pursuant to its December 2020 $930,000 and December 2019 $4,715,000 flow-through share offerings. |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | 32 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | The deferred income tax assets (liabilities) balance reported on the balance sheet is comprised of the temporary |
| | | differences as presented below: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | | |
| | | | Deferred income tax assets: | | | | | | | | | | | | | | |
| | | | Property, plant and equipment, net | | | | | | $ | 387 $ | | 387 |
| | | | Post-employment benefits | | | | | | | 331 | | 355 |
| | | | Reclamation obligations | | | | | | | 11,420 | | 11,709 |
| | | | Non-capital tax loss carry forwards | | | | | | | 16,910 | | 16,943 |
| | | | Capital loss carry forward | | | | | | | 6,862 | - |
| | | | Other | | | | | | | 7,942 | | 7,747 |
| | | | Deferred income tax assets-gross | | | | | | | 43,852 | | 37,141 |
| | | | Set-off against deferred income tax liabilities | | | | | | | (43,852) | | (37,141) |
| | | | Deferred income tax assets-per balance sheet | | | | | | $ | | - $ | - |
| | | | | | | | | | | | | | |
| | | | Deferred income tax liabilities: | | | | | | | | | | |
| | | | Inventory | | | | | | $ | (755) $ | | (757) |
| | | | Property, plant and equipment, net | | | | | | | (42,322) | | (44,436) |
| | | | Investments-equity instruments and uranium | | | | | | | (6,862) | - |
| | | | Other | | | | | | | (1,132) | | (1,140) |
| | | | Deferred income tax liabilities-gross | | | | | | | (51,071) | | (46,333) |
| | | | Set-off of deferred income tax assets | | | | | | | 43,852 | | 37,141 |
| | | | Deferred income tax liabilities-per balance sheet | | | | | $ | (7,219) $ | | (9,192) |
| | | |
| | | The deferred income tax liability continuity summary is as follows: |
| | | |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | | |
| | | | Balance-January 1 | | | | | | $ | (9,192) $ | | (8,924) |
| | | | Recognized in income (loss) | | | | | | | 1,995 | | 860 |
| | | | Recognized in other liabilities (flow-through shares) | | | | | | (22) | | (902) |
| | | | Recognized in other comprehensive income | | | | | | | | - | (226) |
| | | | Balance-December 31 | | | | | | $ | (7,219) $ | | (9,192) |
| | | | |
| | | Management believes that it is not probable that sufficient taxable profit wil be available in future years to allow |
| | | the benefit of the following deferred tax assets to be utilized: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Deferred income tax assets not recognized | | | | | | | | | |
| | | | Property, plant and equipment | | | | | | $ | 4,022 | $ | 4,744 |
| | | | Tax losses-capital | | | | | | | 58,312 | | 66,873 |
| | | | Tax losses-operating | | | | | | | 51,353 | | 42,635 |
| | | | Tax credits | | | | | | | 1,126 | | 1,126 |
| | | | Other deductible temporary differences | | | | | | | 5,023 | | 1,441 |
| | | | Deferred income tax assets not recognized | | | | | | $ | 119,836 | $ | 116,819 |
| | | |
| | 33 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | | The expiry dates of the Company’s Canadian operating tax losses and tax credits are as follows: |
| | | |
| | | | | | Expiry | | | | At December 31 At December 31 |
| | | | (in thousands) | | Date | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Tax losses-gross | | 2025-2041 | | | $ | 251,967 | $ | 220,039 |
| | | | | | | | | | | | | | |
| | | | Tax benefit at tax rate of 26% - 27% | | | | | | | 68,263 | | 59,578 |
| | | | Set-off against deferred tax liabilities | | | | | | | (16,910) | | (16,943) |
| | | | Total tax loss assets not recognized | | | | | | $ | 51,353 | $ | 42,635 |
| | | | | | | | | | | | | | |
| | | | Tax credits | | 2025-2035 | | | | 1,126 | | 1,126 |
| | | | Total tax credit assets not recognized | | | | | | $ | 1,126 | $ | 1,126 |
| | | |
| | | 18. SHARE CAPITAL |
| | | |
| | | Denison is authorized to issue an unlimited number of common shares without par value. A continuity summary of |
| | | the issued and outstanding common shares and the associated dol ar amounts is presented below: |
| | | |
| | | | | | Number of | | |
| | | | | | Common | | |
| | | (in thousands except share amounts) | | | Shares | | |
| | | | | | | | | | | |
| | | | Balance-January 1, 2020 | 597,192,153 $ | | | 1,335,467 |
| | | | Issued for cash: | | | | |
| | | | Unit issue proceeds-total | | 81,179,280 | | 33,933 |
| | | | Unit issue costs-total | | | - | (3,108) |
| | | | Share option exercises | | 251,500 | | 148 |
| | | | Share option exercises-transfer from contributed surplus | | | - | 50 |
| | | | Share unit exercises-transfer from contributed surplus | | 358,949 | | 242 |
| | | | Flow-through share premium liability (note 16) | | | - | (22) |
| | | | | | 81,789,729 | | 31,243 |
| | | | Balance-December 31, 2020 | 678,981,882 $ | | | 1,366,710 |
| | | | | | | | |
| | | | Issued for cash: | | | | |
| | | | Unit issue proceeds-total | 110,023,950 | | | 144,214 |
| | | | Less: allocation to share purchase warrants liability (note 15) | | | - | (13,234) |
| | | | Unit issue costs-total | | | - | (8,584) |
| | | | Less: allocation to share purchase warrants issue expense | | | - | 791 |
| | | | Other share issue proceeds-total | | 13,996,486 | | 19,889 |
| | | | Less: other share issue costs | | | - | (1,798) |
| | | | Share option exercises | | 8,451,848 | | 6,300 |
| | | | Share purchase warrant exercises | | 5,500 | | 14 |
| | | | Share option exercises-transfer from contributed surplus | | | - | 2,157 |
| | | | Share unit exercises-transfer from contributed surplus | | 970,329 | | 566 |
| | | | Share purchase warrant exercises-warrant liability settled | | | - | 4 |
| | | | | 133,448,113 | | | 150,319 |
| | | | Balance-December 31, 2021 | 812,429,995 $ | | | 1,517,029 |
| | | |
| | | Unit and Other Share Issues |
| | | |
| | | In April 2020, the Company completed a public offering of 28,750,000 common shares at a price of USD$0.20 per |
| | | share for gross proceeds of $8,041,000 (USD$5,750,000). The offering included the ful exercise of an over- |
| | | allotment option of 3,750,000 common shares granted to the underwriters. |
| | | |
| | | In October 2020, the Company completed a public offering of 51,347,321 common shares at a price of USD$0.37 |
| | | per share for gross proceeds of approximately $24,962,000 (USD$18,999,000), which included the partial exercise |
| | | by the underwriters of their over-allotment option. |
| | | |
| | | In December 2020, Denison completed a private placement of 1,081,959 flow-through common shares at a price |
| | 34 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | of $0.86 per share for gross proceeds of $930,485. The income tax benefits of this issue were renounced to |
| | | subscribers with an effective date of December 31, 2020. The related flow-through share premium liabilities are |
| | | included as a component of other liabilities on the balance sheet at December 31, 2020 and were extinguished in |
| | | 2021 when the tax benefit was renounced to the shareholders (see note 16). | |
| | | |
| | | In January and February 2021, Denison, through its agents, issued 4,230,186 common shares under its at-the- |
| | | market (“ATM”) program that was established pursuant to the equity distribution agreement dated November 13, |
| | | 2020 (“2020 ATM Program”) and qualified by a prospectus supplement to its short form base shelf prospectus |
| | | dated June 2, 2020 (“2020 Shelf Prospectus”). The common shares were issued at an average price of $0.93 per |
| | | share for aggregate gross proceeds of $3,914,000. The Company also recognized issue costs of $466,000 related |
| | | to its ATM share issuances, which includes $78,000 of commissions and $384,000 associated with the set-up of |
| | | the 2020 ATM Program, which were previously deferred on the balance sheet and included in Prepaid expenses |
| | | and other at December 31, 2020. In connection with the public offering completed on March 22, 2021 (see below), |
| | | the Company terminated its 2020 ATM Program. |
| | | |
| | | On February 19, 2021, the Company completed a public offering by way of a prospectus supplement to the 2020 |
| | | Shelf Prospectus of 31,593,950 units of the Company at USD$0.91 per unit for gross proceeds of $36,265,000 |
| | | (USD$28,750,000), including the full exercise of the underwriters’ over-allotment option of 4,120,950 units. Each |
| | | unit consisted of one common share and one-half of one transferable common share purchase warrant of the |
| | | Company. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of |
| | | USD$2.00 for 24 months after issuance. A portion of the gross proceeds ($3,499,000 – see note 15) has been |
| | | allocated to share warrant liabilities on a relative fair value basis and the pro-rata share of the issue costs |
| | | associated with the offering has been expensed within Other expense (see note 21). |
| | | |
| | | On March 3, 2021, the Company completed a private placement of 5,926,000 flow-through common shares at a |
| | | price of $1.35 per share for gross proceeds of approximately $8,000,000. The income tax benefits of this issue |
| | | were renounced to subscribers with an effective date of December 31, 2021. The related flow-through share |
| | | premium liability was valued at $nil as the issue price was less than the Company’s observed share price on the |
| | | date of issue. |
| | | |
| | | On March 22, 2021, the Company completed a public offering by way of a prospectus supplement to the 2020 |
| | | Shelf Prospectus of 78,430,000 units of the Company at USD$1.10 per unit for gross proceeds of $107,949,000 |
| | | (USD$86,273,000), including the full exercise of the underwriters’ over-allotment option of 10,230,000 units. Each |
| | | unit consisted of one common share and one-half of one transferable common share purchase warrant of the |
| | | Company. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of |
| | | USD$2.25 for 24 months after issuance. A portion of the gross proceeds ($9,735,000 – see note 15) has been |
| | | allocated to share warrant liabilities on a relative fair value basis and the pro-rata share of the issue costs |
| | | associated with the offering has been expensed within Other expense (see note 21). |
| | | |
| | | On September 16, 2021, the Company filed a short form base shelf prospectus with the securities’ regulatory |
| | | authorities in each of the provinces and territories in Canada and a registration statement on Form F-10 in the |
| | | United States (“2021 Shelf Prospectus”). Under the 2021 Shelf Prospectus, the Company is qualified to issue |
| | | securities, in amounts, at prices, and on terms to be determined based on market conditions at the time of sale |
| | | and as set forth in the 2021 Shelf Prospectus, for an aggregate offering amount of up to $250,000,000 during the |
| | | 25-month period ending on October 16, 2023. |
| | | |
| | | On September 28, 2021, Denison entered into an equity distribution agreement providing for an ATM equity offering |
| | | program qualified by a prospectus supplement to the 2021 Shelf Prospectus (“2021 ATM Program") The 2021 |
| | | ATM Program wil allow Denison, through its agents, to, from time to time, offer and sell, in Canada and the United |
| | | States, such number of common shares as would have an aggregate offering price of up to USD$50,000,000. As |
| | | of December 31, 2021, the Company issued 3,840,000 shares under the 2021 ATM Program. The common shares |
| | | were issued at an average price of $2.08 per share for aggregate gross proceeds of $7,975,000. The Company |
| | | also recognized issue costs of $748,000 related to its ATM share issuances which includes $160,000 of |
| | | commissions and $588,000 associated with the set-up and maintenance of the 2021 Shelf Prospectus and 2021 |
| | | ATM Program. |
| | | |
| | | Flow-Through Share Issues |
| | | |
| | | The Company finances a portion of its exploration programs through the use of flow-through share issuances. |
| | | Canadian income tax deductions relating to these expenditures are claimable by the investors and not by the |
| | | Company. |
| | | |
| | | As at December 31, 2021, the Company estimates that it has satisfied its obligation to spend $930,485 on eligible |
| | 35 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | exploration expenditures in fiscal 2021 in connection with the issuance of flow-through shares in December 2020. |
| | | The Company renounced the income tax benefits of this issue in February 2021, with an effective date of |
| | | renunciation to its subscribers of December 31, 2020. In conjunction with the renunciation, the flow-through share |
| | | premium liability at December 31, 2020 has been extinguished and a deferred tax recovery has been recognized |
| | | in the first quarter of 2021 (see note 17). |
| | | |
| | | As at December 31, 2021, the Company estimates that it has incurred $2,283,000 of expenditures towards its |
| | | obligation to spend $8,000,000 on eligible exploration expenditures by the end of fiscal 2022 in connection with |
| | | the issuance of flow-through shares in March 2021. | |
| | | |
| | | |
| | | 19. SHARE-BASED COMPENSATION |
| | | |
| | | The Company’s share-based compensation arrangements include share options, restricted share units (“RSUs”) |
| | | and performance share units (“PSUs”). |
| | | |
| | | A summary of share-based compensation expense recognized in the statement of income (loss) is as fol ows: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | | | | |
| | | | Share-based compensation expense for: | | | | | | | | | | | | |
| | | | Share options | | | | | | | | $ | | (1,383) $ | | (559) |
| | | | RSUs | | | | | | | | | | (1,435) | | (1,034) |
| | | | PSUs | | | | | | | | | | (14) | | (234) |
| | | | Share based compensation expense | | | | | | | | $ | | (2,832) $ | | (1,827) |
| | | |
| | | An additional $2,382,000 in share-based compensation expense remains to be recognized, up until November |
| | | 2024, on options and share units outstanding at December 31, 2021. |
| | | |
| | | Share Options |
| | | |
| | | The Company’s Share Option Plan provides for the granting of share options up to 10% of the issued and |
| | | outstanding common shares at the time of grant, subject to a maximum of 39,670,000 common shares. As of |
| | | December 31, 2021, an aggregate of 26,226,093 options (December 31, 2020 - 23,401,593) have been granted |
| | | (less cancellations) since the Plan’s inception in 1997. |
| | | |
| | | | Under the Share Option Plan, all share options are granted at the discretion of the Company’s board of directors, |
| | | including any vesting provisions if applicable. The term of any share option granted may not exceed ten years and |
| | | the exercise price may not be lower than the closing price of the Company’s shares on the last trading day |
| | | immediately preceding the date of grant. In general, share options granted under the Share Option Plan have five- |
| | | year terms and vesting periods up to 24 months. |
| | | |
| | | | A continuity summary of the share options of the Company granted under the Share Option Plan for 2021 and |
| | | 2020 is presented below: |
| | | |
| | | | | | 2021 | | | | | | | | | 2020 |
| | | | | | | | | | Weighted | | | | | | | | | | Weighted |
| | | | | | | | | | Average | | | | | | | | | | Average |
| | | | | | | | | | Exercise | | | | | | | | | | Exercise |
| | | | | | Number of | Price per | | | | | | | | Number of | | | Price per |
| | Common | | | | | Share | Common | | | Share |
| | | | | | Shares | | | | | | | (CAD) | | Shares | | (CAD) |
| | | | | | | | | | | | | | | | | | |
| | | | Share options outstanding-January 1 | 15,077,243 $ | | | | | 0.67 13,827,243 $ | | | | 0.75 |
| | | | Grants | | 4,171,000 | | | | | 1.30 | 3,671,000 | | | 0.46 |
| | | | Exercises (1) | (8,451,848) | | | | | 0.75 | | (251,500) | | 0.59 |
| | | | Expiries | | (31,000) | | | | | 0.66 (1,424,000) | | | | 0.97 |
| | | | Forfeitures | (1,315,500) | | | | | 0.79 | | (745,500) | | 0.67 |
| | | | Share options outstanding-December 31 | | 9,449,895 $ | | | | | 0.86 15,077,243 $ | | | | 0.67 |
| | | | Share options exercisable-December 31 | | 4,370,895 $ | | | | | 0.61 10,289,743 $ | | | | 0.74 |
| | | |
| | | | (1) The weighted average share price at the date of exercise was CAD$1.49 (December 31, 2020 - CAD$0.72). | | | | | |
| | 36 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | A summary of the Company’s share options outstanding at December 31, 2021 is presented below: |
| | | |
| | | | | | | | | | | | | | Weighted | | | Weighted- |
| | | | | | | | | | | | | | Average | | | Average |
| | | | | | | | | | | | | | Remaining | | | Exercise |
| | | | Range of Exercise | | | | | Contractual | | | | | | | | Number of | | Price per |
| | | | Prices per Share | | | | | | | | | | Life | | Common | | | Share |
| | | | (CAD) | | | | | | | | | | (Years) | | Shares | | (CAD) |
| | | | | | | | | | | | | | | | | |
| | | | Share options outstanding | | | | | | | | | | | |
| | | | $ 0.25 to $ 0.49 | | | | | | | 3.21 | 2,354,500 $ | | | 0.45 |
| | | | $ 0.50 to $ 0.74 | | | | | | | | | | 1.69 | 3,054,395 | | | 0.64 |
| | | | $ 0.75 to $ 0.99 | | | | | | | | | | 0.19 | | 331,000 | | | 0.85 |
| | | | $ 1.00 to $ 1.49 | | | | | | | | | | 4.20 | 3,606,000 | | | 1.28 |
| | | | $ 1.50 to $ 1.99 | | | | | | | | | | - | | - | | - |
| | | | $ 2.00 to $ 2.49 | | | | | | | | | | 4.87 | | 104,000 | | | 2.29 |
| | | | Share options outstanding-December 31, 2021 | | | | | | | 3.01 | 9,449,895 $ | | | 0.86 |
| | | |
| | | Share options outstanding at December 31, 2021 expire between March 2022 and November 2026. |
| | | |
| | | The fair value of each share option granted is estimated on the date of grant using the Black-Scholes option pricing |
| | | model. The following table outlines the assumptions used in the model to determine the fair value of share options |
| | | granted: |
| | | |
| | | | | | | | | | | | | | | | | | 2021 | | | 2020 |
| | | | | | | | | | | | | | |
| | | | Risk-free interest rate | | 0.70% - 1.29% | | | | | | | | 0.27% - 0.67% |
| | | | Expected share price volatility | | | | | | | | | | | | 66.11% - 73.37% | | 44.16% - 54.16% |
| | | | Expected life | | 3.4 years | | | | | | | | | 3.4 years |
| | | | Estimated forfeiture rate | | 3.13% - 3.91% | | | | | | | | 2.84% - 3.08% |
| | | | Expected dividend yield | | | | | | – | | | | – |
| | | | Fair value per option granted | CAD$0.59 - CAD$1.22 | | | | | | CAD$0.15 - CAD$0.25 |
| | | |
| | | The fair values of share options with vesting provisions are amortized on a graded method basis as share-based |
| | | compensation expense over the applicable vesting periods. |
| | | |
| | | Share Units |
| | | |
| | | The Company has a share unit plan which provides for the granting of share unit awards to directors, officers and |
| | | employees of the Company, in the form of RSUs or PSUs. The maximum number of share units that are issuable |
| | | under the share unit plan is 15,000,000. Each share unit represents the right to receive one common share from |
| | | treasury, subject to the satisfaction of various time and / or performance conditions. |
| | | |
| | | Under the plan, all share unit grants, vesting periods and performance conditions therein are approved by the |
| | | Company’s board of directors. RSUs granted under the plan, to date, vest ratably over a period of three years. |
| | | PSUs granted under the plan, to date, vest ratably based upon the achievement of certain non-market performance |
| | | vesting conditions. PSUs granted in 2018 vest ratably over a period of five years, PSUs granted in 2019 vest |
| | | ratably over a period of four years and PSUs granted in 2020 vest ratably over a period of three years. No PSUs |
| | | were granted in 2021. |
| | | |
| | 37 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | 21. SUPPLEMENTAL FINANCIAL INFORMATION |
| | | |
| | | The components of operating expenses are as follows: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | | | | |
| | | | Cost of goods and services sold: | | | | | | | | | | | | |
| | | | Cost of goods sold-mineral concentrates | | | | | | | | $ | | | - $ | (526) |
| | | | Operating Overheads: | | | | | | | | | | | | |
| | | | | | | | | | | | Mining, other development expense | | | | | | | | | | (2,630) | | (1,165) |
| | | | | | | | | | | | Mil ing, conversion expense | | | | | | | | | | (2,697) | | (1,769) |
| | | | | | | | | | | | Less absorption: | | | | | | | | | | | | |
| | | | | | | | | | | | - Mineral properties | | | | | | | | | | 46 | | 39 |
| | | | | | | | | | | | - Milling | | | | | | | | | | 451 | - |
| | | | Cost of services-Closed Mines Services | | | | | | | | | | (7,791) | | (6,852) |
| | | | Cost of goods and services sold | | | | | | | | | (12,621) | | | (10,273) |
| | | | Reclamation asset amortization | | | | | | | | | | (280) | | (243) |
| | | | Selling expenses | | | | | | | | | | | - | (14) |
| | | | Sales royalties and non-income taxes | | | | | | | | | | | - | (64) |
| | | | Operating expenses | | | | | | | | $ | (12,901) $ | | | (10,594) |
| | | |
| | | The components of other income (expense) are as follows: |
| | | |
| | | | (in thousands) | | | | | | | | | | 2021 | | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Gains (losses) on: | | | | | | | | | | | |
| | | | Foreign exchange | | | | | | | $ | | (1,295) $ | | (529) |
| | | | Disposal of property, plant and equipment | | | | | | | | | 135 | | 405 |
| | | | Fair value changes: | | | | | | | | | | | |
| | | | Investments-equity instruments (note 7) | | | | | 10,454 | | | 5,046 |
| | | | Investments-uranium (note 7) | | | | | 41,440 | | | - |
| | | | Warrants on investment (note 7) | | | | | 1,149 | | - |
| | | | Share purchase warrants (note 15) | | | | | (7,104) | - |
| | | | Share purchase warrants issue expense (note 18) | | | | | (791) | - |
| | | | Reclamation obligation adjustments (note 14) | | | | | 585 | | (3,595) |
| | | | Uranium investment carrying charges | | | | | (223) | - |
| | | | Debt obligation adjustments (note 16) | | | | | 4 | | 2 |
| | | | Legal settlement (note 25) | | | | | | | | | | - | (850) |
| | | | Other | | | | | | | | | (191) | | (574) |
| | | | Other income (expense) | | | | | | | $ | 44,163 $ | | | (95) |
| | | |
| | | The components of finance income (expense) are as follows: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | |
| | | | Interest income | | | | | | | | $ | | 383 $ | | 291 |
| | | | Interest expense | | | | | | | | | | (2) | | (4) |
| | | | Accretion expense: | | | | | | | | | | | | |
| | | | Deferred revenue (note 12) | | | | | | | | | | (3,098) | | (3,058) |
| | | | Post-employment benefits (note 13) | | | | | | | | | | (23) | | (57) |
| | | | Reclamation obligations (note 14) | | | | | | | | | (1,343) | | (1,352) |
| | | | Debt obligations (note 16) | | | | | | | | | (44) | | (56) |
| | | | Finance expense, net | | | | | | | | $ | | (4,127) $ | | (4,236) |
| | | |
| | 39 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | A summary of depreciation expense recognized in the statement of income (loss) is as fol ows: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Operating expenses: | | | | | | | | | | | | |
| | | | Mining, other development expense | | | | | | | | $ | | (2) $ | (3) |
| | | | Milling, conversion expense | | | | | | | | | | (2,053) | | (1,730) |
| | | | Cost of services | | | | | | | | | | (179) | | (192) |
| | | | Exploration | | | | | | | | | | (180) | | (148) |
| | | | Evaluation | | | | | | | | | | (36) | | (36) |
| | | | General and administrative | | | | | | | | | | (114) | | (126) |
| | | | Depreciation expense-gross | | | | | | | | $ | | (2,564) $ | | (2,235) |
| | | |
| | | A summary of employee benefits expense recognized in the statement of income (loss) is as follows: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Salaries and short-term employee benefits | | | | | | | | $ | | (9,358) $ | | (7,405) |
| | | | Share-based compensation (note 19) | | | | | | | | | | (2,832) | | (1,827) |
| | | | Termination benefits | | | | | | | | | | (125) | | (35) |
| | | | Employee benefits expense-gross | | | | | | | | $ | (12,315) $ | | | (9,267) |
| | | |
| | | A summary of lease related amounts recognized in the statement of income (loss) is as follows: |
| | | |
| | | | (in thousands of CAD dollars) | | | | | | | | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Accretion expense on lease liabilities | | | | | | | | $ | | (44) $ | | (56) |
| | | | Expenses relating to short-term leases | | | | | | | | | | (3,920) | | (2,287) |
| | | | Expenses relating to non-short term low-value leases | | | | | | | | | (6) | | (13) |
| | | | Lease related expense-gross | | | | | | | | $ | | (3,970) $ | | (2,356) |
| | | |
| | | The change in non-cash operating working capital items in the consolidated statements of cash flows is as follows: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | |
| | | | Change in non-cash working capital items: | | | | | | | | | | | | |
| | | | Trade and other receivables | | | | | | | | | $ | (282) $ | | 649 |
| | | | Inventories | | | | | | | | | | (410) | | 220 |
| | | | Prepaid expenses and other assets | | | | | | | | | | (183) | | (422) |
| | | | Accounts payable and accrued liabilities | | | | | | | | | | 676 | | (754) |
| | | | Change in non-cash working capital items | | | | | | | | | $ | (199) $ | | (307) |
| | | |
| | | The supplemental cash flow disclosure required for the consolidated statements of cash flows is as follows: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | | |
| | | | Supplemental cash flow disclosure: | | | | | | | | | | | | |
| | | | Interest paid | | | | | | | | | $ | (2) $ | (4) |
| | | | Income taxes paid | | | | | | | | | | | - | - |
| | | | | | | | | | | | | | | | |
| | | |
| | | |
| | | 22. SEGMENTED INFORMATION |
| | | |
| | | Business Segments |
| | | |
| | | | The Company operates in three primary segments – the Mining segment, the Closed Mine Services segment and |
| | | the Corporate and Other segment. The Mining segment includes activities related to exploration, evaluation and |
| | | development, mining, mil ing (including toll mil ing) and the sale of mineral concentrates. The Closed Mine Services |
| | | segment includes the results of the Company’s environmental services business which provides mine |
| | 40 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | For the year ended December 31, 2020, reportable segment results were as follows: |
| | | |
| | | | | | | | | | | | | | | Closed | | |
| | | | | | | | | | | | | | Mines | Corporate | |
| | | | (in thousands) | | Mining | | | | | | | Services | and Other | Total |
| | | | | | | | | | | | | |
| | | | Statement of Operations: | | | | | | | | | | | | | |
| | | | Revenues | | | | | | | 3,614 | | | | | | | 8,205 | 2,604 | 14,423 |
| | | | | | | | | | | | | | | | | |
| | | | Expenses: | | | | | | | | | | | | | |
| | | | Operating expenses | | | | | | | (3,742) | | | | | | | (6,849) | (3) | (10,594) |
| | | | Exploration | | | | | | | (5,314) | | | | | | | | | | | - | - | (5,314) |
| | | | Evaluation | | | | | | | (3,718) | | | | | | | | | | | - | - | (3,718) |
| | | | General and administrative | | | | | | | (19) | | | | | | | | | | | - | (7,590) | (7,609) |
| | | | | | | | (12,793) | | | | | | | (6,849) | (7,593) | (27,235) |
| | | | Segment income (loss) | | | | | | | (9,179) | | | | | | | 1,356 | (4,989) | (12,812) |
| | | | | | | | | | | | | | | | | |
| | | | Revenues-supplemental: | | | | | | | | | | | | | |
| | | | Uranium concentrate sales | | | | | | | 852 | | | | | | | | | | | - | - | 852 |
| | | | Environmental services | | | | | | | - | 8,205 | - | 8,205 |
| | | | Management fees | | | | | | | - | | | | - | 2,604 | 2,604 |
| | | | Toll milling services-deferred revenue (note 12) | | | | 2,762 | | | | | | | | | | | - | - | 2,762 |
| | | | | | | | | | | 3,614 | | | | | | | 8,205 | 2,604 | 14,423 |
| | | | | | | | | | | | | | | | | |
| | | | Capital additions: | | | | | | | | | | | | | |
| | | | Property, plant and equipment (note 10) | | | | | | | 289 | | | | | | | | | | | 15 | - | 304 |
| | | | | | | | | | | | | | | | | |
| | | | Long-lived assets: | | | | | | | | | | | | | |
| | | | Plant and equipment | | | | | | | | | | | | | | | | | | | | |
| | | | Cost | | | | | | | 101,540 | | | | | | | 4,546 | 892 | 106,978 |
| | | | Accumulated depreciation | | | | | | | (26,241) | | | | | | | (3,194) | (416) | (29,851) |
| | | | Mineral properties | | | | | | | 179,743 | | | | | | | | | | | - | - | 179,743 |
| | | | | | | | | | | 255,042 | | | | | | | 1,352 | 476 | 256,870 |
| | | |
| | | Revenue Concentration |
| | | |
| | | The Company’s business is such that, at any given time, it sells its environmental and other services to a relatively |
| | | small number of customers. During 2021, one customer from the Corporate and Other segment, two customers |
| | | from Closed Mines Services segment and one customer from the Mining segment accounted for approximately |
| | | 100% of total revenues consisting of 40%, 44% and 16% respectively. During 2020, one customer from the |
| | | Corporate and Other segment, three customers from the Closed Mine Services segment and one customer from |
| | | the Mining segment accounted for approximately 94% of total revenues consisting of 18%, 57% and 19% |
| | | respectively. |
| | | |
| | | Revenue Commitments |
| | | |
| | | Denison’s revenue portfolio consists of short and long-term sales commitments. The following table summarizes |
| | | the expected future revenue, by segment, based on the customer contract commitments and information that exists |
| | | as at December 31, 2021: |
| | | |
| | | | | | | | | | | | | | | | | | | | There- | |
| | | | (in thousands) | | | 2022 | 2023 | | | | | | | 2024 | | | | 2025 | after | Total |
| | | | | | | | | | | | | | | | | | | | |
| | | | Revenues-by Segment: | | | | | | | | | | | | | | | | |
| | | | Closed Mines Services | | | | | | | | | | | | | | | | |
| | | | Environmental services | | | | | | 7,218 | 3,301 | | | | | | | | | | | - | - | | - 10,519 |
| | | | Total Revenue Commitments | | | | | | 7,218 | 3,301 | | | | | | | | | | | - | - | | - 10,519 |
| | | |
| | | The amounts in the table above represent the estimated consideration that Denison wil be entitled to receive when |
| | | it satisfies the remaining performance obligations in its customer contracts. Various assumptions, consistent with |
| | 42 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | past experience, have been made where the quantity of the performance obligation may vary. |
| | | |
| | | In addition to the amounts disclosed above, the Company is also contracted to pay onward to APG all toll mil ing |
| | | cash proceeds received from the MLJV related to the processing of specified Cigar Lake ore through the McClean |
| | | Lake mil (see note 12). The timing and amount of such future toll mil ing cash proceeds are outside the control of |
| | | the Company. |
| | | |
| | | |
| | | 23. RELATED PARTY TRANSACTIONS |
| | | |
| | | | Uranium Participation Corporation |
| | | |
| | | UPC was a publicly-listed investment holding company which invested substantial y all of its assets in uranium |
| | | oxide concentrates (“U3O8”) and uranium hexafluoride (“UF6”). The Company had no ownership interest in UPC |
| | | but received fees for management services it provided and commissions from the purchase and sale of U3O8 and |
| | | UF6 by UPC. |
| | | |
| | | The Company entered into a management services agreement (“MSA”) with UPC effective April 1, 2019 with a |
| | | term of five years (the “Term”). Under the MSA, Denison received the fol owing management fees from UPC: a) |
| | | a base fee of $400,000 per annum, payable in equal quarterly installments; b) a variable fee equal to (i) 0.3% per |
| | | annum of UPC’s total assets in excess of $100 mil ion and up to and including $500 mil ion, and (i ) 0.2% per |
| | | annum of UPC’s total assets in excess of $500 mil ion; c) a fee, at the discretion of the Board, for on-going |
| | | monitoring or work associated with a transaction or arrangement (other than a financing, or the acquisition of or |
| | | sale of U3O8 or UF6); and d) a commission of 1.0% of the gross value of any purchases or sales of U3O8 or UF6 or |
| | | gross interest fees payable to UPC in connection with any uranium loan arrangements. |
| | | |
| | | On July 19, 2021, UPC and Sprott completed the UPC Transaction and the MSA between Denison and UPC was |
| | | terminated in accordance with the termination provisions therein. As a result, Denison received a termination |
| | | payment from UPC of $5,848,000. |
| | | |
| | | As at December 31, 2021, UPC is no longer considered a related party of Denison. |
| | | |
| | | The following transactions were incurred with UPC for the periods noted: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Management fees: | | | | | | | | | | | | |
| | | | Base and variable fees | | | | | | | | $ | | 1,069 $ | | 2,011 |
| | | | Discretionary fees | | | | | | | | | | 350 | | 300 |
| | | | Commission fees | | | | | | | | | | 697 | | 293 |
| | | | Termination fee | | | | | | | | | | 5,848 | - |
| | | | | | | | | | | | $ | | 7,964 $ | | 2,604 |
| | | |
| | | At December 31, 2021, accounts receivable includes $nil (December 31, 2020: $265,000) due from UPC with |
| | | respect to the fees and transactions indicated above. |
| | | | | | | | | | | | |
| | | Korea Electric Power Corporation (“KEPCO”) and Korea Hydro & Nuclear Power (“KHNP”) |
| | | |
| | | In connection with KEPCO’s investment in Denison in June 2009, KEPCO and Denison became parties to a |
| | | strategic relationship agreement. In December 2016, Denison was notified that KEPCO’s indirect ownership of |
| | | Denison’s shares had been transferred from an affiliate of KEPCO to an affiliate of KEPCO’s wholly-owned |
| | | subsidiary, KHNP. In September 2017, Denison and KHNP’s affiliate entered into an amended and restated |
| | | strategic relationship agreement, in large part providing KHNP’s affiliate with the same rights as those previously |
| | | given to KEPCO under the prior agreement, including entitling KHNP’s affiliate to: (a) subscribe for additional |
| | | common shares in Denison’s future public equity offerings; (b) a right of first opportunity if Denison intends to sell |
| | | any of its substantial assets; (c) a right to participate in certain purchases of substantial assets which Denison |
| | | proposes to acquire; and (d) a right to nominate one director to Denison’s board so long as its share interest in |
| | | Denison is above 5.0%. |
| | | |
| | | As at December 31, 2021, KEPCO, through its subsidiaries, holds 58,284,000 shares of Denison representing |
| | | approximately 7.17% of Denison’s issued and outstanding shares. KHNP Canada Energy Ltd (“KHNP Canada”), |
| | | a subsidiary of KHNP, is the holder of the majority of the shares. |
| | | |
| | 43 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | KHNP Canada is also the majority member of the Korea Waterbury Uranium Limited Partnership (“KWULP”). |
| | | KWULP is a consortium of investors that holds the non-Denison owned interests in Waterbury Lake Uranium |
| | | Corporation (“WLUC”) and the WLULP, entities whose key asset is the Waterbury Lake property. At December 31, |
| | | 2021, WLUC is owned by Denison Waterbury Corp (60%) and KWULP (40%) while the WLULP is owned by |
| | | Denison Waterbury Corp (66.90% - limited partner), KWULP (33.09% - limited partner) and WLUC (0.02% - general |
| | | partner). When a spending program is approved, each participant is required to fund these entities based upon its |
| | | respective ownership interest or be diluted accordingly. Spending program approval requires 75% of the limited |
| | | partners’ voting interest. |
| | | |
| | | In January 2014, Denison agreed to al ow KWULP to defer a decision regarding its funding obligation to WLUC |
| | | and WLULP until September 30, 2015 and to not be immediately diluted as per the dilution provisions in the relevant |
| | | agreements (“Dilution Agreement”). Instead, under the Dilution Agreement, dilution would be delayed until |
| | | September 30, 2015 and then applied in each subsequent period, if applicable, in accordance with the original |
| | | agreements. In exchange, Denison received authorization to approve spending programs on the property, up to |
| | | an aggregate $10,000,000, until September 30, 2016 without obtaining approval from 75% of the voting interest. |
| | | Under subsequent amendments, Denison and KWULP have agreed to extend Denison’s authorization under the |
| | | Dilution Agreement to approve program spending up to an aggregate $15,000,000 until December 31, 2022. |
| | | |
| | | In 2021, there was no active exploration program for Waterbury Lake, and therefore the Company’s ownership |
| | | interest in WLULP did not change. |
| | | |
| | | In 2020, Denison funded 100% of the approved fiscal 2020 program for Waterbury Lake and KWULP continued to |
| | | dilute its interest in the WLULP. As a result, Denison increased its interest in the WLULP from 66.57% to 66.90%, |
| | | in two steps, which was accounted for using effective dates of June 30, 2020 and November 30, 2020. The |
| | | increased ownership interest resulted in Denison recording its increased pro-rata share of the assets and liabilities |
| | | of Waterbury Lake, the majority of which relates to an addition to mineral property assets of $223,000. |
| | | |
| | | Other |
| | | |
| | | During 2021, the Company incurred investor relations, administrative service fees and certain pass-through |
| | | expenses of $164,000 (2020: $206,000) with Namdo Management Services Ltd (“Namdo”), a company of which a |
| | | former director of Denison is a shareholder. These services were incurred in the normal course of operating a |
| | | public company. As at December 31, 2021, Namdo is no longer considered a related party of Denison. |
| | | |
| | | Compensation of Key Management Personnel |
| | | |
| | | Key management personnel are those persons having authority and responsibility for planning, directing and |
| | | controlling the activities of the Company, directly or indirectly. Key management personnel includes the Company’s |
| | | executive officers, vice-presidents and members of its Board of Directors. |
| | | |
| | | The following compensation was awarded to key management personnel: |
| | | |
| | | | (in thousands) | | | | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Salaries and short-term employee benefits | | | | | | | | $ | | (2,546) $ | | (1,899) |
| | | | Share-based compensation | | | | | | | | | | (2,277) | | (1,507) |
| | | | Key management personnel compensation | | | | | | | | $ | | (4,823) $ | | (3,406) |
| | | |
| | | |
| | | 24. CAPITAL MANAGEMENT AND FINANCIAL RISK |
| | | |
| | | Capital Management |
| | | |
| | | The Company’s capital includes cash, cash equivalents, investments in debt instruments, investments in equity |
| | | instruments and the current portion of debt obligations. The Company’s primary objective with respect to its capital |
| | | management is to ensure that it has sufficient capital to maintain its ongoing operations, to provide returns to |
| | | shareholders and benefits for other stakeholders, and to pursue growth opportunities. |
| | | |
| | | Long-term planning, annual budgeting and controls over major investment decisions are the primary tools used to |
| | | manage the Company’s capital. The Company’s cash is managed central y and disbursed to the various business |
| | | units based on a system of internal controls that require review and approval of significant expenditures by the |
| | | Company’s key decision makers. Under the Company’s delegation of authority guidelines, significant debt |
| | | obligations require the approval of the Board of Directors. |
| | 44 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | The Company monitors and reviews the composition of its net cash and investment position on an ongoing basis, |
| | | and adjusts its holdings as necessary to achieve the desired level of risk and/or to accommodate operating plans |
| | | for the current and future periods. |
| | | |
| | | The Company’s net cash and investment position is summarized below: |
| | | |
| | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | | | | |
| | | | Net cash and investments: | | | | | | | | | | | | |
| | | | Cash and cash equivalents | | | | | | $ | 63,998 $ | | 24,992 |
| | | | Equity instrument investments (note 7) | | | | | | | 14,578 | | 16,950 |
| | | | Investments-uranium (note 7) | | | | | | | 133,114 | - |
| | | | Debt obligations-current (note 16) | | | | | | | (179) | | (240) |
| | | | Net cash and investments | | | | | | $ | 211,511 $ | | 41,702 |
| | | |
| | | Financial Risk |
| | | |
| | | The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood |
| | | of those risks. These risks may include credit risk, liquidity risk, currency risk, interest rate risk commodity price |
| | | and equity price risk. |
| | | |
| | | (a) Credit Risk |
| | | |
| | | Credit risk is the risk of loss due to a counterparty’s inability to meet its obligations under a financial instrument |
| | | that wil result in a financial loss to the Company. The Company believes that the carrying amount of its cash and |
| | | cash equivalents, trade and other receivables and restricted cash and investments represents its maximum credit |
| | | exposure. |
| | | |
| | | The maximum exposure to credit risk at the reporting dates is as follows: |
| | | |
| | | | | | | | | | | | | | | At December 31 At December 31 |
| | | | (in thousands) | | | | | | | | | | | | 2021 | | 2020 |
| | | | | | | | | | | | | |
| | | | Cash and cash equivalents | | | | | | | | $ | 63,998 $ | | 24,992 |
| | | | Trade and other receivables | | | | | | | | | 3,656 | | 3,374 |
| | | | Restricted cash and investments | | | | | | | | | 12,001 | | 12,018 |
| | | | | | | | | | | | $ | 79,655 $ | | 40,384 |
| | | |
| | | The Company limits cash and cash equivalents and restricted cash and investment risk by dealing with credit |
| | | worthy financial institutions. The majority of the Company’s normal course trade and other receivables balance |
| | | relates to a small number of customers who have established credit worthiness with the Company through past |
| | | dealings. Based on its historical credit loss experience, the Company has recorded an al owance for credit loss of |
| | | $nil as at December 31, 2021 and December 31, 2020. |
| | | | |
| | | (b) Liquidity Risk |
| | | |
| | | Liquidity risk is the risk that the Company wil encounter difficulties in meeting obligations associated with its |
| | | financial liabilities as they become due. The Company has in place a planning and budgeting process to help |
| | | determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The |
| | | Company ensures that there is sufficient committed capital to meet its short-term business requirements, taking |
| | | into account its anticipated cash flows from operations, its holdings of cash and cash equivalents and equity |
| | | investments, its financial covenants, and its access to credit and capital markets, if required. |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | 45 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | The maturities of the Company’s financial liabilities at December 31, 2021 are as follows: |
| | | |
| | | | | | | | | | | | Within 1 | | 1 to 5 |
| | | | (in thousands) | | | Year | | Years |
| | | | | | | | |
| | | | Accounts payable and accrued liabilities | | | $ | 8,590 | $ | - |
| | | | Debt obligations (note 16) | | | | 179 | | 329 |
| | | | | | | $ | 8,769 | $ | 329 |
| | | |
| | | (c) Currency Risk |
| | | |
| | | Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument wil fluctuate |
| | | because of changes in foreign exchange rates. The Company predominantly operates in Canada and incurs the |
| | | majority of its operating and capital costs in Canadian dollars. |
| | | |
| | | As the prices of uranium are quoted in U.S. currency, fluctuations in the Canadian dollar relative to the U.S. dollar |
| | | can significantly impact the valuation of the Company’s holdings of physical uranium from a Canadian dollar |
| | | perspective. |
| | | |
| | | The Company is also exposed to some foreign exchange risk on its net U.S dollar financial asset position, including |
| | | cash and cash equivalents held in U.S. dollars. |
| | | |
| | | At December 31, 2021, the Company’s net U.S dollar financial assets and uranium investments were $8,697,000, |
| | | and $133,114,000, respectively. The impact of the U.S dollar strengthening or weakening (by 10%) on the value |
| | | of the Company’s net U.S dollar-denominated assets is as fol ows: |
| | | |
| | | | | December 31 | | Sensitivity | | | |
| 2021 |
| | | | | | Foreign | | | | | | Foreign | | | Change in |
| | | | | | Exchange | | | | | | Exchange | | | net income |
| | | | (in thousands except foreign exchange rates) | | Rate | | | | | | Rate | | (loss) |
| | | | | | | | |
| | | | Currency risk |
| | | | CAD weakens | | 1.2678 | | | | | | 1.3945 | | $ | 14,181 |
| | | | CAD strengthens | | 1.2678 | | | | | | 1.1410 | | $ | (14,181) |
| | | | | | | | | | | | | | |
| | | |
| | | Currently, the Company does not have any programs or instruments in place to hedge this possible currency risk. |
| | | |
| | | (d) Interest Rate Risk |
| | | |
| | | Interest rate risk is the risk that the fair value or future cash flows of a financial instrument wil fluctuate because of |
| | | changes in market interest rates. The Company is exposed to interest rate risk on its liabilities through its |
| | | outstanding borrowings and on its assets through its investments in debt instruments. The Company monitors its |
| | | exposure to interest rates and has not entered into any derivative contracts to manage this risk. |
| | | |
| | | (e) Commodity Price Risk |
| | | |
| | | The Company’s uranium holdings are directly tied to the spot price of uranium. At December 31, 2021, a 10% |
| | | increase in the uranium spot price would have increased the Company’s holdings of physical uranium by |
| | | $13,311,000, while a 10% decrease would have decreased the Company’s holdings of physical uranium by |
| | | $13,311,000. |
| | | |
| | 46 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | | (f) Equity Price Risk |
| | | |
| | | The Company is exposed to equity price risk on its investments in equity instruments of other publicly traded |
| | | companies as well as on the GoviEx Warrants. The sensitivity analysis below il ustrates the impact of equity price |
| | | risk on the equity investments held by the Company and the GoviEx Warrants at December 31, 2021: |
| | | |
| | | |
| | | | | | | | | | | | | Change in |
| | | | | | | | | | | net income |
| | | | (in thousands) | | | | | | | | | (loss) |
| | | | | | | | | | | | | | |
| | | | Equity price risk | | | | | | | | | | | |
| | | | 10% increase in equity prices | | | | | | | | $ | | 1,049 |
| | | | 10% decrease in equity prices | | | | | | | | | | (1,080) |
| | | | | | | | | | | | | | | |
| | | |
| | | Fair Value of Investments and Financial Instruments |
| | | |
| | | IFRS requires disclosures about the inputs to fair value measurements, including their classification within a |
| | | hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are: |
| | | |
| | | • | Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; |
| | | • | Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; |
| | | | and |
| | | • | Level 3 - Inputs that are not based on observable market data. |
| | | |
| | | The fair value of financial instruments which trade in active markets, such as share and warrant equity instruments, |
| | | is based on quoted market prices at the balance sheet date. The quoted market price used to value financial assets |
| | | held by the Company is the current closing price. Warrants that do not trade in active markets have been valued |
| | | using the Black-Scholes pricing model. Debt instruments have been valued using the effective interest rate for the |
| | | period that the Company expects to hold the instrument and not the rate to maturity. |
| | | |
| | | Except as otherwise disclosed, the fair values of cash and cash equivalents, trade and other receivables, accounts |
| | | payable and accrued liabilities, restricted cash and cash equivalents and debt obligations approximate their |
| | | carrying values as a result of the short-term nature of the instruments, the variable interest rate associated with |
| | | the instruments or the fixed interest rate of the instruments being similar to market rates. |
| | | |
| | | During 2021 and 2020, there were no transfers between levels 1, 2 and 3 and there were no changes in valuation |
| | | techniques. |
| | | |
| | 47 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | The following table il ustrates the classification of the Company’s financial assets and liabilities within the fair value |
| | | hierarchy as at December 31, 2021 and December 31, 2020: |
| | | |
| | | | | | Financial | | | Fair | December 31, December 31, |
| | | | | Instrument | | | Value | | 2021 | | 2020 |
| | | | (in thousands) | | | | | | | Category(1) | Hierarchy | | | | | Fair Value | | | Fair Value |
| | | | | | | | | | | | | | | |
| | | | Financial Assets: | | | | | | | | | | |
| | | | Cash and equivalents | Category B | | | | $ | 63,998 $ | | 24,992 |
| | | | Trade and other receivables | Category B | | | | | 3,656 | | 3,374 |
| | | | Investments | | | | | | | | | | |
| | | | | | | | | | | Equity instruments-shares | Category A | | | Level 1 | | 14,349 | | 16,657 |
| | | | | | | | | | | Equity instruments-warrants | Category A | | | Level 2 | | 229 | | 293 |
| | | | Restricted cash and equivalents | | | | | | | | | | |
| | | | | | | | | | | El iot Lake reclamation trust fund | Category B | | | | | 2,866 | | 2,883 |
| | | | | | | | | | | Credit facility pledged assets | Category B | | | | | 9,000 | | 9,000 |
| | | | | | | | | | | Reclamation letter of credit collateral | Category B | | | | | 135 | | 135 |
| | | | | | | | | | | $ | 94,233 $ | | 57,334 |
| | | | | | | | | | | | | | |
| | | | Financial Liabilities: | | | | | | | | | | |
| | | | Account payable and accrued liabilities | Category C | | | | | 8,590 | | 7,178 |
| | | | Debt obligations | Category C | | | | | 508 | | 615 |
| | | | Warrants on investment | Category A | | | Level 2 | | 1,625 | - |
| | | | Share purchase warrants | Category A | | | Level 2 | | 20,337 | - |
| | | | | | | | | | | $ | 31,060 $ | | 7,793 |
| | | |
| | | (1) Financial instrument designations are as fol ows: Category A=Financial assets and liabilities at fair value through profit and loss; Category |
| | | | B=Financial assets at amortized cost; and Category C=Financial liabilities at amortized cost. |
| | | |
| | | Investments in uranium are categorized in Level 2. Investments in uranium are measured at fair value at each |
| | | reporting period based on the month-end spot price for uranium published by UxC and converted to Canadian |
| | | dollars during the period-end indicative foreign exchange rate. |
| | | |
| | | |
| | | 25. COMMITMENTS AND CONTINGENCIES |
| | | |
| | | General Legal Matters |
| | | |
| | | The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. |
| | | In the opinion of management, the aggregate amount of any potential liability is not expected to have a material |
| | | adverse effect on the Company’s financial position or results. |
| | | |
| | | Specific Legal Matters |
| | | |
| | | Mongolia Mining Division Sale – Arbitration Proceedings with Uranium Industry a.s |
| | | |
| | | In November 2015, the Company sold all of its mining assets and operations located in Mongolia to Uranium |
| | | Industry a.s (“UI”) pursuant to an amended and restated share purchase agreement (the “GSJV Agreement”). The |
| | | primary assets at that time were the exploration licenses for the Hairhan, Haraat, Gurvan Saihan and Ulzit projects. |
| | | As consideration for the sale per the GSJV Agreement, the Company received cash consideration of |
| | | USD$1,250,000 prior to closing and the rights to receive additional contingent consideration of up to |
| | | USD$12,000,000. |
| | | |
| | | On September 20, 2016, the Mineral Resources Authority of Mongolia (“MRAM”) formal y issued mining license |
| | | certificates for all four projects, triggering Denison’s right to receive contingent consideration of USD$10,000,000 |
| | | (collectively, the “Mining License Receivable”). The original due date for payment of the Mining License Receivable |
| | | by UI was November 16, 2016. |
| | | |
| | | Under an extension agreement between UI and the Company, the payment due date of the Mining License |
| | | Receivable was extended from November 16, 2016 to July 16, 2017 (the “Extension Agreement”). As consideration |
| | | for the extension, UI agreed to pay interest on the Mining License Receivable amount at a rate of 5% per year, |
| | | payable monthly up to July 16, 2017 and they also agreed to pay a USD$100,000 instalment amount towards the |
| | 48 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | balance of the Mining License Receivable amount. The required payments were not made. |
| | | |
| | | On February 24, 2017, the Company served notice to UI that it was in default of its obligations under the GSJV |
| | | Agreement and the Extension Agreement and on December 12, 2017, the Company filed a Request for Arbitration |
| | | between the Company and UI under the Arbitration Rules of the London Court of International Arbitration. The final |
| | | award was rendered by an arbitration panel on July 27, 2020, with the panel finding in favour of Denison and |
| | | ordering UI to pay the Company USD$10,000,000 plus interest at a rate of 5% per annum from November 16, |
| | | 2016, plus certain legal and arbitration costs. |
| | | |
| | | On January 13, 2022, the Company and UI executed a Repayment Schedule Agreement. See note 27 for details. |
| | | |
| | | Performance Bonds and Letters of Credit |
| | | |
| | | In conjunction with various contracts, reclamation and other performance obligations, the Company may be |
| | | required to issue performance bonds and letters of credit as security to creditors to guarantee the Company’s |
| | | performance. Any potential payments which might become due under these items would be related to the |
| | | Company’s non-performance under the applicable contract. As at December 31, 2021, the Company had |
| | | outstanding letters of credit of $24,135,000 for reclamation obligations of which $24,000,000 is collateralized by |
| | | the Company’s 2021 credit facility (see note 16) and the remainder is collateralized by cash (see note 9). |
| | | |
| | | Purchase of Office Building in Saskatoon |
| | | |
| | | During the year ended December 31, 2021, the Company entered into an agreement to purchase an office building |
| | | in Saskatoon, Saskatchewan to accommodate the Company’s growing workforce. A deposit of $200,000 was made |
| | | prior to year-end, with the balance of the purchase amount, $2,800,000 due upon the closing of the transaction in |
| | | January 2022. |
| | | |
| | | |
| | | 26. INTEREST IN OTHER ENTITIES |
| | | |
| | | The significant subsidiaries, associates and joint arrangements of the Company at December 31, 2021 are listed |
| | | below. The table also includes information related to key contractual arrangements associated with the Company’s |
| | | mineral property interests that comprise 90.5% of the December 31, 2021 carrying value of its Mineral Property |
| | | assets (see note 10). |
| | | |
| | | |
| | | |
| | | |
| | | |
| | 49 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | | | | | December December | | | | | Fiscal | |
| | | | | | Place | 31, 2021 | 31, 2020 | | | | | | 2021 | |
| | | | | | Of | Ownership Ownership Participating | | | | | | Accounting |
| | | | | | Business | Interest (1) | Interest (1) | | | | | | Interest (2) | Method |
| | | | Subsidiaries | | | | | | | | | | | | | |
| | | | Denison Mines Inc. | | Canada | 100.00% | 100.00% | | | | | | N/A | Consolidation |
| | | | Denison AB Holdings Corp. | | Canada | 100.00% | 100.00% | | | | | | N/A | Consolidation |
| | | | Denison Waterbury Corp | | Canada | 100.00% | 100.00% | | | | | | N/A | Consolidation |
| | | | 9373721 Canada Inc. | | Canada | 100.00% | 100.00% | | | | | | N/A | Consolidation |
| | | | Denison Mines (Bermuda) I Ltd | | Bermuda | 100.00% | 100.00% | | | | | | N/A | Consolidation |
| | | | | | | | | | | | | | | | | |
| | | | Joint Operations | | | | | | | | | | | | |
| | | | Waterbury Lake Uranium Corp(3) | | Canada | | | | | 60.00% | 60.00% | | | | | | 100% | Voting Share (4) |
| | | | Waterbury Lake Uranium LP(3) | | Canada | | | | | 66.90% | 66.90% | | | | | | 100% | Voting Share (4) |
| | | | | | | | | | | | | | | | | |
| | | | Joint Venture | | | | | | | | | | | | | |
| | | | JCU | | Canada | | | | | 50.00% | nil% | 50.00%(5) | Equity(6) |
| | | | | | | | | | | | | | | | | |
| | | | Key Contractual Arrangements | | | | | | | | | | | | | |
| | | | Wheeler River Joint Venture | | Canada | | | | | 90.00% | 90.00% | | | | | | 90.00%(6) | Denison Share (4) |
| | | | Midwest Joint Venture | | Canada | | | | | 25.17% | 25.17% | | | | | | 25.17% | Denison Share (4) |
| | | | Mann Lake Joint Venture | | Canada | | | | | 30.00% | 30.00% | | | | | | N/A (7) | Denison Share (4) |
| | | | Wolly Joint Venture | | Canada | | | | | 21.32% | 21.89% | | | | | | nil% | Denison Share (4) |
| | | | McClean Lake Joint Venture | | Canada | | | | | 22.50% | 22.50% | | | | | | 22.50% | Denison Share (4) |
| | | |
| | | (1) Ownership Interest represents Denison’s percentage equity / voting interest in the entity or contractual arrangement; |
| | | (2) Participating interest represents Denison’s percentage funding contribution to the particular joint operation or contractual arrangement. This |
| | | | percentage can differ from ownership interest in instances where other parties to the arrangement have carried interests, they are earning-in |
| | | | to the arrangement, or they are diluting their interest in the arrangement (provided the arrangement has dilution provisions therein); |
| | | (3) WLUC and WLULP were acquired by Denison as part of the Fission Energy Corp. Acquisition in April 2013. 2013. Denison uses its equity |
| | | | interest to account for its share of assets, liabilities, revenues and expenses for these joint operations. In 2021, Denison funded 100% of the |
| | | | activities in these joint operations pursuant to the terms of an agreement that al ows it to approve spending for the WLULP without having the |
| | | | required 75% of the voting interest (see note 23). |
| | | (4) Denison Share is where Denison accounts for its share of assets, liabilities, revenues and expenses in accordance with the specific terms |
| | | | within the contractual arrangement. This can be by using either its ownership interest (i.e. Voting Share) or its participating interest (i.e. |
| | | | Funding Share), depending on the arrangement terms. The Voting Share and Funding Share approaches produce the same accounting result |
| | | | when the Company’s ownership interest and participating interests are equal; |
| | | (5) Denison acquired its 50% interest in JCU on August 3, 2021 (see note 8). |
| | | (6) Denison indirectly owns an additional 5% ownership interest through its joint venture in JCU, which is accounted for using the equity method |
| | | | and is thus not reflected here as part of its participating share in the WRJV. |
| | | (7) The participating interest for 2021 for these arrangements is shown as Not Applicable as there were no approved spending programs carried |
| | | | out during fiscal 2021. |
| | | |
| | | |
| | | 27. SUBSEQUENT EVENTS |
| | | |
| | | Tailings Management Facility Expansion and Updated Reclamation Plan Approved for MLJV and MWJV |
| | | Operations |
| | | |
| | | In January 2022, the Canadian Nuclear Safety Commission approved an amendment to the operating license for |
| | | the MLJV and MWJV Operations, which allows for the expansion of the McClean Lake Tailings Management |
| | | Facility (“TMF”), along with the associated revised Preliminary Decommissioning Plan and cost estimate. As a |
| | | result of this updated plan, the Company’s pro-rata share of the financial assurances, required to be provided to |
| | | the Province of Saskatchewan, has decreased from $24,135,000 to $22,972,000. This wil result in a decrease in |
| | | the pledged amount required under the 2022 Facility to $7,972,000, and the full release of the Company’s |
| | | additional cash collateral of $135,000. The Company’s reclamation obligation related to the MLJV is also expected |
| | | to decrease. |
| | | |
| | | Mongolia Mining Division Sale – Repayment Schedule Agreement with Uranium Industry a.s |
| | | |
| | | In January 2022, the Company executed a Repayment Schedule Agreement (the “Repayment Agreement”) |
| | | pursuant to which the parties negotiated the repayment of the debt owing from UI to Denison. In accordance with |
| | | the terms of the Repayment Agreement, the Company received an initial USD$2 mil ion debt repayment instalment |
| | | in January 2022. |
| | | |
| | | Under the terms of the Repayment Agreement, UI has agreed to make scheduled payments on account of the |
| | 50 |
| | | |
|
| ANNUAL CONSOLIDATED FINANCIAL STATEMENTS |
|
| | | Arbitration Award, plus additional interest and fees, through a series of quarterly installments and annual milestone |
| | | payments, until December 31, 2025. The total amount due to Denison under the Repayment Agreement, including |
| | | the initial USD$2 mil ion already received, is approximately USD$16 mil ion. The Repayment Agreement includes |
| | | customary covenants and conditions in favour of Denison, including certain restrictions on UI’s ability to take on |
| | | additional debt, in consideration for Denison’s deferral of enforcement of the Arbitration Award while UI is in |
| | | compliance with its obligations under the Repayment Agreement. |
| | | |
| | | Bank of Nova Scotia Credit Facility Renewal |
| | | |
| | | On January 21, 2022, the Company entered into an amending agreement with BNS to extend the maturity date of |
| | | the 2021 Facility (see note 16). Under the facility amendment, the maturity date has been extended to January 31, |
| | | 2023 (the “2022 Facility”). Al other terms of the 2022 Facility (tangible net worth covenants, pledged cash, |
| | | investment amounts and security for the facility) remain unchanged from those of the 2021 Facility, and the |
| | | Company continues to have access to credit up to $24,000,000 the use of which is restricted to non-financial letters |
| | | of credit in support of reclamation obligations. |
| | | |
| | | The 2022 Facility remains subject to letter of credit and standby fees of 2.40% (0.40% on the $9,000,000 covered |
| | | by pledged cash collateral) and 0.75% respectively. |
| | | |
| | | Changes to Composition of the Board of Directors |
| | | |
| | | In January 2022, Ms. Laurie Sterritt was appointed to Denison’s Board of Directors. Ms. Sterritt, Partner at Leaders |
| | | International, has over 25 years of experience in the fields of Indigenous, government, and community relations. |
| | | |
| | | In February 2022, Mr. Yun Chang Jeong joined the Company's Board of Directors. Mr. Jeong, General Manager |
| | | of the Nuclear Fuel Supply Section of KHNP, was nominated by KHNP pursuant to the KHNP Strategic |
| | | Relationship Agreement (‘KHNP SRA'), to fil the vacancy on the Board created by the February 2022 resignation |
| | | of Mr. Jun Gon Kim. |
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| | | |