UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of
Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date: November 7, 2014
Commission File Number: 001-33414
Denison Mines
Corp.
(Translation of registrants name into English)
Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2
(Address of principal executive offices)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home
country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the
registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Denison Mines Corp. |
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/s/ Sheila Colman |
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Sheila Colman |
Date: November 7, 2014 |
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General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit Number |
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Description |
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1. |
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Press Release dated November 6, 2014 |
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2. |
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Financial Statements for the period ended September 30, 2014 |
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3. |
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Management Discussion & Analysis dated September 30, 2014 |
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4. |
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Certification of Interim Filings CEO |
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5. |
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Certification of Interim FilingsCFO |
Exhibit 1
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Denison Mines Corp. Atrium on Bay, 595 Bay
Street, Suite 402 Toronto, ON M5G 2C2 Ph. 416-979-1991
Fx. 416-979-5893 www.denisonmines.com |
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PRESS RELEASE
DENISON MINES CORP. REPORTS THIRD QUARTER 2014 RESULTS
Toronto, ON November 6, 2014
Denison Mines Corp. (Denison or the Company) (DML: TSX, DNN:
NYSE MKT) today reported its results for the three months and nine months ended September 30, 2014. All amounts in this release are in U.S. dollars unless otherwise stated.
Highlights
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Completed summer drilling programs at Wheeler River, Crawford Lake and Bachman Lake in the Athabasca Basin. The summer programs involved 19,126
metres of diamond drilling in 27 drill holes, with a focus on the Companys recent discovery of high grade uranium mineralization at the Gryphon Zone on the Wheeler River property. |
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At the 60% owned Wheeler River property, a total of 14,937 metres was completed in 20 drill holes during the summer program. All of the drilling
occurred at or around the newly discovered Gryphon Zone. The Gryphon Zone was discovered earlier this year with drill hole WR-556, which intersected high grade basement hosted uranium mineralization returning 15.3% U3O8 over 4.0 metres. The highlights from the summer drilling program include drill holes WR-569A, WR-573D1 and WR-574. Drill hole WR-569A
intersected a wide zone of alteration and mineralization with several high grade intervals, including 9.41% eU3O8 over 3.7 metres and
5.27% eU3O8 over 5.9 metres. Drill hole WR-573D1 intersected 15.8% eU3O8 over 2.3 metres. Drill hole WR-574 intersected 7.0% eU3O8 over 2.0 metres and 9.8%
eU3O8 over 2.5 metres. |
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On August 12, 2014, completed a CAD$15.0 million ($13.7 million) bought deal private placement for the issuance of 9,257,500
flow-through common shares at a price of CAD$1.62 per share. The proceeds from the financing will fund the Companys Canadian exploration activities through to the end of 2015 |
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Construction and commissioning activities continued at the McClean Lake mill during the quarter, including the final stages of commissioning of the
Hydrogen Mitigation modifications to the leach circuit. On September 8, 2014, the McClean Lake Mill was officially restarted and operators at McClean Lake began leaching McClean Lake ore slurry using the newly commissioned modified leach
circuit. Ore from the Cigar Lake joint venture (CLJV) was introduced into the mill circuit towards the end of September, leading to the production of the first packaged uranium from CLJV in early October. Production for 2014 is estimated
to be up to 600,000 pounds U3O8 for the CLJV and up to 115,000 pounds U3O8 (Denisons share, 26,000 pounds U3O8) for the McClean Lake joint venture
(MLJV). |
Financial Results
The Company recorded a net loss of $2,820,000 ($0.01 per share) and $27,051,000 ($0.06 per share) for the three months and nine months ended
September 30, 2014, compared with a net loss from continuing operations of $45,477,000 ($0.10 per share) and $53,376,000 ($0.12 per share) for the three months and nine months ended September 30, 2013. The net loss for the nine months
ended September 30, 2014 includes mineral property exploration expenses of $13,614,000, foreign exchange losses of $8,566,000 and an impairment charge against the Companys carrying value of mineral property of $1,658,000. During the nine
months ended September 30, 2013, the Company recorded an impairment charge of $35,655,000 to reduce the carrying value of the Companys Mutanga project, located in Zambia, to its estimated recoverable amount.
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Three months ended |
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Nine months ended |
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(in thousands, except for per share amounts) |
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Sept. 30, 2014 |
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Sept. 30, 2013 |
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Sept. 30, 2014 |
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Sept. 30, 2013 |
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Results of Operations: |
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Total revenues |
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$ |
2,351 |
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$ |
2,801 |
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$ |
6,883 |
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$ |
7,994 |
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Net income (loss) |
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(2,820 |
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(45,477 |
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(27,051 |
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(53,376 |
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Basic and diluted earnings (loss) |
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(0.01 |
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(0.10 |
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(0.06 |
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(0.12 |
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(in thousands) |
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As at Sept. 30, 2014 |
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As at Dec. 31, 2013 |
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Financial Position: |
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Cash and cash equivalents |
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$ |
26,508 |
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$ |
21,786 |
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Short term investments |
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4,516 |
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10,040 |
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Long term investments |
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785 |
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5,901 |
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Cash, equivalents and investments |
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31,809 |
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37,727 |
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Working capital |
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25,443 |
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29,391 |
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Property, plant and equipment |
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276,238 |
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281,010 |
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Total assets |
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320,581 |
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330,969 |
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Total long-term liabilities |
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$ |
37,714 |
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$ |
41,283 |
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Revenue
Revenue from Denison Environmental Services (DES) for the three and nine months ended September 30, 2014 was $1,956,000 and
$5,263,000 compared to $2,397,000 and $6,750,000 in the same periods in 2013. The decrease in revenue in 2014 was mainly due to a reduction in activity on certain care and maintenance projects, and an unfavourable fluctuation in foreign exchange
rates applicable on the translation of Canadian dollar revenues.
Revenue from the Companys management contract with Uranium
Participation Corp. (UPC), for the three and nine months ended September 30, 2014, was $395,000 and $1,620,000 compared to $404,000 and $1,244,000 in the same periods in 2013. The increase in revenue is mainly due to commissions
earned in 2014, relating to UPCs purchases of uranium.
Operating Expenses
In Canada, the expansion and modifications at the McClean Lake mill continued through 2014 with the CLJV continuing to pay nearly all of the
expenses under the terms of a toll milling agreement. Construction and commissioning of the Hydrogen Mitigation modifications were completed during the third quarter.
On September 8, 2014, the McClean Lake Mill was officially restarted with leaching of McClean Lake ore using the newly commissioned
modified leach circuit. The first shipment of high grade ore from Cigar Lake was received at the McClean Lake mill in the first quarter of 2014, followed by a temporary suspension of ore shipments by the CLJV to allow for additional freezing to
occur in certain areas of the Cigar Lake mine. Ore deliveries to the mill resumed during the first week of September and high grade ore was introduced into the mill circuit towards the end of September. The first drums of CLJV uranium were packaged
in early October.
Denisons share of operating costs in Canada, for the three and nine months ended September 30, 2014, totaled
$140,000 and $397,000 compared to $282,000 and $776,000 for the three and nine months ended September 30, 2013. Operating costs decreased in 2014 primarily due to reductions in expenditures on the Surface Access Borehole Resource Extraction
(SABRE) program, which is not part of the stand-by costs paid by the CLJV.
In Africa, engineering studies, a metallurgical
test work program and environmental programs originally initiated by Rockgate Capital Corp., on the recently acquired Falea project, were completed in the first half of 2014. Operating expenses in Africa for the three and nine months ended
September 30, 2014 totaled $127,000 and $1,312,000, and were primarily attributable to the Falea project. Operating expenses in Africa for the three and nine months ended September 30, 2013, by comparison, totaled $24,000 and $105,000.
2
Operating expenses also include costs relating to DES of $1,764,000 and $4,967,000 for the three
and nine months ended September 30, 2014, as compared to $2,117,000 and $6,156,000 for the same period in 2013. DES costs decreased in 2014 mainly due to a reduction in activity at certain care and maintenance sites, and a favourable
fluctuation in foreign exchange rates applicable on the translation of Canadian dollar expenses.
Mineral Property Exploration
Denison is engaged in uranium exploration and/or development in Canada, Zambia, Mali, Namibia, Niger and Mongolia. While the Company has
material interests in uranium projects in Asia and Africa, the Company is focused primarily on the eastern Athabasca Basin, in Saskatchewan, Canada, with numerous projects covering over 470,000 hectares.
Global exploration expenditures for the three and nine months ended September 30, 2014 were $3,429,000 and $13,614,000, with 92.5% of
exploration expenditures being incurred in Canada during the first nine months of 2014, compared to $4,850,000 and $12,061,000 for the three and nine months ended September 30, 2013. The increase in global exploration expenditures in 2014 is
mainly due to an increase in exploration activity in Canada offset by declines in exploration activity in Zambia and Mongolia.
In Canada,
Denisons share of exploration spending on its properties totaled $3,099,000 and $12,593,000 for the three and nine months ended September 30, 2014 as compared to $4,295,000 and $10,774,000 for the three and nine months ended
September 30, 2013. The winter exploration program commenced in January 2014 and was completed in April 2014. The winter exploration program resulted in the expansion of the zone of higher grade mineralization at Zone A of the Phoenix deposit
and the discovery of a new zone of high grade uranium mineralization, named the Gryphon Zone, also on the Wheeler River property. A summer exploration program, focused on the Gryphon Zone, commenced in June 2014 and involved 19,126 metres of diamond
drilling in 27 drill holes.
At the Gryphon Zone, a total of 14,937 metres was completed in 20 drill holes during the summer 2014 drill
program The highlights from the summer drilling program include drill holes WR-569A, WR-573D1 and WR-574. Drill hole WR-569A intersected a wide zone of alteration and mineralization with several high grade intervals, including 9.41% eU3O8 over 3.7 metres and 5.27%
eU3O8 over 5.9 metres. Drill hole WR-573D1 intersected 15.8% eU3O8 over 2.3 metres and WR-574 intersected 7.0% eU3O8 over 2.0 metres and 9.8% eU3O8 over 2.5 metres.
A total
of 4,189 metres of drilling was also completed in seven holes at Crawford Lake and Bachman Lake during the summer program. Although no significant mineralization was intersected, the drilling was successful in extending a large zone of sandstone and
basement alteration on the CR-2 and CR-5 conductors, roughly along trend to the south of the Millennium deposit. Follow-up drilling is required in this area and is expected to be a priority in 2015.
In Zambia, exploration expenditures of $203,000 and $411,000 were incurred during the three and nine months ended September 30, 2014.
During the nine month period, the Company completed geological mapping, geochemical sampling and excavator trenching programs at the Companys Mutanga project. Significant zones of anomalously elevated radioactivity were encountered, and
geochemical results are pending.
In Mali, exploration expenditures of $68,000 and $220,000 were incurred during the three and nine months
ended September 30, 2014. Exploration activity during the nine month period has been limited to a modest field program consisting of geological mapping and surficial geochemistry orientation surveys on Denisons 100% owned Falea project.
These programs were completed during the second quarter.
In Namibia, Rio Tinto Mining and Exploration Limited (Rio)
terminated its option to earn an interest in the Dome project under the provisions of an earn-in agreement between the parties. Rio discontinued activities at the site at the end of February 2014. The Company assumed operatorship of the project and
continues to evaluate options for moving forward with the Dome project.
In Mongolia, exploration expenditures on the Companys
Gurvan Saihan joint venture (GSJV) properties totaled $42,000 and $332,000 for the three and nine months ended September 30, 2014, compared to $94,000 and $491,000 for the three and nine months ended September 30, 2013.
Expenditures in Mongolia during the current year relate primarily to annual license payments required to maintain the GSJV properties in good standing, while the Company continues to explore strategic alternatives regarding its ownership interest in
the GSJV. The Company currently has an 85% interest in the GSJV, with Mon-Atom LLC holding the remaining 15% interest.
3
General and Administrative
General and administrative expenses totaled $1,535,000 and $6,041,000 for the three and nine months ended September 30, 2014 compared with
$1,965,000 and $5,917,000 for the three months and nine months ended September 30, 2013. These expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other public
company expenditures. General and administrative expenditures for the nine months ended 2014 were comparable to the same period in 2013.
Impairment
Mineral Properties
During the first quarter of 2014, the Company allowed some of its land holdings, obtained through the
acquisition of JNR Resources Inc. in 2013, to lapse. The Company has recognized an impairment charge of $1,658,000 to reflect the abandonment of these holdings. During the third quarter of 2013, the Company recorded an impairment charge of
$35,655,000 to reduce the carrying value of the Companys Mutanga project, in Zambia, to its estimated recoverable amount.
Other Income and
Expenses
The Company recognized other income of $1,406,000 and other expenses of $8,005,000 for the three and nine months ended
September 30, 2014. This compares with other expenses of $3,274,000 and $2,874,000 for the three and nine months ended September 30, 2013. The difference during the comparable nine month period is primarily due to an increase in foreign
exchange losses, partially offset by gains on the revaluation of investments to fair market value, gains on sale of land holdings in Canada, and a gain recognized on the receipt of $229,000 from Strateco Resources Inc. (Strateco) in
accordance with an option agreement with that allows Strateco to earn up to a 60% interest in Denisons Jasper Lake property.
Liquidity & Capital Resources
Cash and cash equivalents were $26,508,000 at September 30, 2014 compared with $21,786,000 at December 31, 2013. The increase of
$4,722,000 was primarily due to net cash provided by investing activities and financing activities of $8,652,000 and $14,054,000, respectively, partly offset by net cash used in operations of $16,747,000.
Net cash used in operating activities of $16,747,000 during the nine months ended September 30, 2014 is comprised of a net loss for the
period adjusted for non-cash items and changes in working capital items. Significant changes in working capital items during the period include an increase of $1,071,000 in trade and other receivables, offset by an increase of $1,726,000 in accounts
payable and accrued liabilities. The increase in accounts payable and accrued liabilities is mainly due to the increase in activity at the McClean Lake mill.
Net cash provided by investing activities of $8,652,000 consists primarily of cash provided by the sale or maturity of investments in debt and
equity instruments accounting for $9,529,000, partly offset by $733,000 in cash spent on property, plant and equipment.
Net cash provided
by financing activities of $14,054,000 consists primarily of net proceeds received on the issuance of flow-through common shares. On August 12, 2014, the Company closed a CAD$15.0 million ($13.7 million) private placement for the issuance of
9,257,500 flow-through common shares at a price of CAD$1.62 per share. The proceeds will be used to fund the Companys Canadian exploration programs through to the end of 2015. Other financing activities included the issuance of common shares
for stock options and warrants exercised for $946,000 and $304,000, respectively.
The Company maintains a revolving term credit facility
(the Credit Facility) for CAD$15,000,000. The use of the Credit Facility is restricted to the issuance of non-financial letters of credit and contains a covenant to maintain a tangible net worth of greater than or equal to $150,000,000.
At September 30, 2014, the Company is in compliance with the covenants of the Credit Facility, and CAD$9,698,000 of the Credit Facility was being used as collateral for certain letters of credit.
Outstanding Share Data
At
November 6, 2014, there were 505,868,894 common shares issued and outstanding, stock options exercisable for 6,225,574 Denison common shares, and warrants exercisable for 1,222,802 Denison common shares for a total of 513,317,270 common shares
on a fully-diluted basis.
4
Outlook for 2014
At the end of the second quarter, the Company modified its outlook for toll milling fees, uranium sales, and development / operating expenses
for 2014, as a result of the temporary suspension of mining at Cigar Lake. At the end of the third quarter, the Companys outlook for exploration expenditures, toll milling fees, uranium sales, and development / operating expenses has been
further refined, with the Company having completed substantially all of its 2014 exploration program and the commencement of processing of Cigar Lake ore at the McClean Lake mill.
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(in thousands) |
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Previous Budget 2014 (1) |
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Current Outlook 2014 (1) |
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Actual
to Sept. 30, 2014
(3) |
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Canada (2) |
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Mineral sales |
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$ |
1,155 |
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$ |
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$ |
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Toll milling fees |
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850 |
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194 |
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Exploration |
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(14,276 |
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(13,819 |
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(13,030 |
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Development/operations |
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(1,564 |
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(964 |
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(410 |
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(13,835 |
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(14,589 |
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(13,440 |
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Africa |
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Mali |
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(2,000 |
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(1,950 |
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(1,773 |
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Zambia |
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(1,830 |
) |
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(1,565 |
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(1,252 |
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(3,830 |
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(3,515 |
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(3,025 |
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Asia |
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Mongolia |
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(962 |
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(1,321 |
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(1,157 |
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(962 |
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(1,321 |
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(1,157 |
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Services and Other (2) |
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Management fees and commissions |
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1,996 |
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1,996 |
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1,513 |
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Environmental services |
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604 |
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604 |
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401 |
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Corporate general and administration |
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(4,433 |
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(5,079 |
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(4,173 |
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(1,833 |
) |
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(2,479 |
) |
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(2,259 |
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Total |
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$ |
(20,460 |
) |
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$ |
(21,904 |
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$ |
(19,881 |
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(1) |
Only Denisons material operations are shown in the above table. |
(2) |
Budget figures have been converted using a US$ to CAD$ exchange rate of 0.95. Current outlook figures reflect actual exchange rates from the
translation of CAD$ denominated transactions during the first nine months of the year. |
(3) |
The Company budgets on a cash basis. As a result, the Actual figures represent a non-GAAP measure estimating cash spending. The differences between
Actual spend and GAAP are as follows: (1) Actual includes exploration expenditures of $463,000 funded by the Company, on the behalf of a project partner, that are not recorded in exploration expenses in the year; (2) Actual does not
include non-cash depreciation and amortization amounts of $991,000; (3) Actual does not include stock based compensation of $620,000; and (4) Actual includes expenditures that were absorbed to the balance sheet of $1,208,000.
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Canada
Mineral Property
Exploration
All field activities for 2014 are now complete and the results are being compiled and interpreted. Annual assessment
reports are being written, and planning is well under way for the 2015 exploration season, which will begin with winter programs starting in January after freeze-up in northern Saskatchewan. The Companys current outlook for 2014 reflects a
reduction in exploration spend as a result of a slight reduction in exploration activities planned for the summer program and a favourable movement in foreign exchange rates on CAD$ denominated expenditures incurred during the nine months ended
September 30, 2014.
Development/Operations
At McClean Lake, production for 2014 is estimated to be up to 600,000 pounds U3O8 for CLJV and up to 115,000 pounds U3O8 for MLJV. The decision by CLJV to delay
mining has resulted in a portion of the toll milling revenue originally expected during the second half of 2014, from processing Cigar Lake ore at the McClean Lake mill, to be deferred to 2015. Denisons share of operating and capital
expenditures at the mill in 2014 are estimated to be $642,000. The Companys share of uranium production from McClean Lake ore is expected to be up to 26,000 pounds U3O8 and will be available for sale in 2015.
5
Due to low uranium prices, the Midwest and McClean underground projects will continue to remain
on stand-by to the end of 2014. Total expenditures on these projects are estimated to be $438,000 (Denisons share, $110,000). While significant milestones were achieved by the MLJV in the development of the SABRE mining technology in 2012 and
2013, a decision was made by the joint venture to put this program on stand-by. During the year, the MLJV reprioritized program activities and budgets to include the removal and transport of fine uranium-bearing material from the SABRE site
recirculation pond to the McClean Lake mill for processing in 2014. As a result, SABRE expenditures in 2014 are estimated to be $858,000 (Denisons share, $193,000).
International
On its wholly owned
Mutanga project in Zambia, the Company is compiling the results of the geological mapping, geochemical, and trenching programs to develop plans for 2015.
On its wholly owned Falea project in Mali, the Company is considering future plans for continuing geological and geophysical field programs,
in an effort to locate additional mineralization.
In Mongolia, the majority of 2014 expenditures are related to license fees required to
maintain the property. Other costs are connected with the Companys strategic review efforts. The increase in expenditures is due to the strategic review lasting longer than expected.
Other Activities
Revenue from operations
at DES is estimated at $6.7 million and operating expenses are forecasted to be $6.1 million for 2014. Capital expenditures and reclamation funding are projected to be $594,000.
Management fees and commissions are generated from Denisons management services agreement with UPC.
Corporate general and administration expenses include all head office wages, benefits, office costs, public company expenses, legal, audit and
investor relations expenses. Corporate general and administration expenses are now forecasted to be $5.1 million due to an increase in projected expenditures related to the Companys recent merger and acquisition activities, incurred during the
year, which were not previously budgeted.
Qualified Person
The disclosure of a scientific or technical nature regarding Denisons properties in this press release was prepared by or reviewed by
Steve Blower, P. Geo., the Companys Vice President, Exploration, and Terry Wetz, P.E., the Executive Director of the GSJV, who are Qualified Persons in accordance with the requirements of NI 43-101. For a description of the quality assurance
program and quality control measures applied by Denison, please see Denisons Annual Information Form dated March 14, 2014 available at http://www.sedar.com, and its Form 40-F available at http://www.sec.gov/edgar.shtml.
Additional Information
Denisons
consolidated financial statements for the nine month period ended September 30, 2014 and related managements discussion and analysis are available on Denisons website at www.denisonmines.com or under its profile on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.
About Denison
Denison is a uranium exploration and development company with interests in exploration and development projects in Canada, Zambia, Mali,
Namibia and Mongolia. Including the high grade Phoenix deposit, located on its 60% owned Wheeler project, Denisons exploration project portfolio consists of numerous projects covering over 470,000 hectares in the eastern Athabasca Basin region
of Saskatchewan. Denisons interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint venture, which includes several uranium deposits and the McClean Lake uranium mill, one of the worlds largest uranium
processing facilities, plus a 25.17% interest in the Midwest deposit and a 60% interest in the J Zone deposit on the Waterbury property. Both the Midwest and J Zone deposits are located within 20 kilometres of the McClean Lake mill. Internationally,
Denison owns 100% of the conventional heap leach Mutanga project in Zambia, 100% of the uranium/copper/silver Falea project in Mali, a 90% interest in the Dome project in Namibia, and an 85% interest in the in-situ recovery projects held by the GSJV
in Mongolia.
Denison is engaged in mine decommissioning and environmental services through its DES division and is the manager of
UPC, a publicly traded company which invests in uranium oxide and uranium hexafluoride.
6
For more information, please contact
|
|
|
Ron Hochstein |
|
(416) 979-1991 ext 232 |
President and Chief Executive Officer |
|
|
|
|
Sophia Shane |
|
(604) 689-7842 |
Investor Relations |
|
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this press release constitutes forward-looking information, within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and similar Canadian legislation concerning the business, operations and financial performance and condition of Denison.
Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as plans,
expects or does not expect, is expected, budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or
believes, or variations of such words and phrases or state that certain actions, events or results may, could, would, might or will be taken, occur, be
achieved or has the potential to.
Forward looking statements are based on the opinions and estimates of management as of
the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those
expressed or implied by such forward-looking statements. Denison believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such
forward-looking information included in this press release should not be unduly relied upon. This information speaks only as of the date of this press release. In particular, this press release may contain forward-looking information pertaining to
the following: the likelihood of completing and benefits to be derived from corporate transactions; the estimates of Denisons mineral reserves and mineral resources; expectations regarding the toll milling of Cigar Lake ores; capital
expenditure programs, estimated exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium (U3O8); possible impacts of litigation and regulatory actions on Denison; exploration, development and expansion plans and objectives; expectations regarding adding to its mineral reserves and
resources through acquisitions and exploration; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.
There can be no assurance that such statements will prove to be accurate, as Denisons actual results and future events could differ
materially from those anticipated in this forward-looking information as a result of the factors discussed under the heading Risk Factors in Denisons Annual Information Form dated March 14, 2014 available at www.sedar.com, and
in its Form 40-F available at www.sec.gov/edgar.shtml.
Accordingly, readers should not place undue reliance on forward-looking statements.
These factors are not, and should not be construed as being, exhaustive. Statements relating to mineral reserves or mineral resources are deemed to be forward-looking information, as they involve the implied assessment, based
on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this press release is expressly qualified by this cautionary
statement. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this press release to conform such information to actual results or to changes in Denisons expectations except
as otherwise required by applicable legislation.
Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated
and Inferred Mineral Resources: This press release may use the terms measured, indicated and inferred mineral resources. United States investors are advised that while such terms are recognized and required by
Canadian regulations, the United States Securities and Exchange Commission does not recognize them. Inferred mineral resources have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It
cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies.
United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any part of an
inferred mineral resource exists, or is economically or legally mineable.
7
Exhibit 2
DENISON MINES CORP.
Financial Statements
for the nine
months ending
September 30, 2014
DENISON MINES CORP.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited Expressed in thousands of U.S. dollars except for share amounts)
|
|
|
|
|
|
|
|
|
|
|
At September 30 2014 |
|
|
At December 31 2013 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
26,508 |
|
|
$ |
21,786 |
|
Investments (note 7) |
|
|
4,516 |
|
|
|
10,040 |
|
Trade and other receivables (note 5) |
|
|
5,020 |
|
|
|
4,148 |
|
Inventories (note 6) |
|
|
1,976 |
|
|
|
2,123 |
|
Prepaid expenses and other |
|
|
487 |
|
|
|
749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
38,507 |
|
|
|
38,846 |
|
Non-Current |
|
|
|
|
|
|
|
|
Trade and other receivables (note 5) |
|
|
429 |
|
|
|
|
|
Inventories ore in stockpiles (note 6) |
|
|
1,615 |
|
|
|
1,661 |
|
Investments (note 7) |
|
|
785 |
|
|
|
5,901 |
|
Restricted cash and investments (note 8) |
|
|
2,214 |
|
|
|
2,299 |
|
Property, plant and equipment (note 9) |
|
|
276,238 |
|
|
|
281,010 |
|
Intangibles (note 10) |
|
|
793 |
|
|
|
1,252 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
320,581 |
|
|
$ |
330,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
10,029 |
|
|
$ |
7,992 |
|
Current portion of long-term liabilities: |
|
|
|
|
|
|
|
|
Post-employment benefits (note 11) |
|
|
357 |
|
|
|
376 |
|
Reclamation obligations (note 12) |
|
|
663 |
|
|
|
699 |
|
Debt obligations (note 13) |
|
|
31 |
|
|
|
55 |
|
Other liabilities (note 14) |
|
|
1,984 |
|
|
|
333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
13,064 |
|
|
|
9,455 |
|
|
|
|
Non-Current |
|
|
|
|
|
|
|
|
Post-employment benefits (note 11) |
|
|
2,698 |
|
|
|
2,945 |
|
Reclamation obligations (note 12) |
|
|
11,909 |
|
|
|
11,509 |
|
Debt obligations (note 13) |
|
|
17 |
|
|
|
42 |
|
Other liabilities (note 14) |
|
|
893 |
|
|
|
940 |
|
Deferred income tax liability |
|
|
22,197 |
|
|
|
25,847 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
50,778 |
|
|
|
50,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
Share capital (note 15) |
|
|
1,120,586 |
|
|
|
1,092,144 |
|
Share purchase warrants (note 16) |
|
|
452 |
|
|
|
616 |
|
Contributed surplus (note 17) |
|
|
53,140 |
|
|
|
52,943 |
|
Deficit |
|
|
(887,885 |
) |
|
|
(860,834 |
) |
Accumulated other comprehensive income (loss) (note 18) |
|
|
(16,490 |
) |
|
|
(7,729 |
) |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
269,803 |
|
|
|
277,140 |
|
|
|
|
|
|
|
|
|
|
Non-controlling interest (note 4) |
|
|
|
|
|
|
3,091 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
320,581 |
|
|
$ |
330,969 |
|
|
|
|
|
|
|
|
|
|
Issued and outstanding common shares (note 15) |
|
|
505,733,994 |
|
|
|
482,003,444 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (note 24)
The accompanying notes are integral to the condensed interim consolidated financial statements
1
DENISON MINES CORP.
Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Unaudited Expressed in thousands of U.S. dollars except for share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30 2014 |
|
|
September 30 2013 |
|
|
September 30 2014 |
|
|
September 30 2013 |
|
REVENUES (note 20) |
|
$ |
2,351 |
|
|
$ |
2,801 |
|
|
$ |
6,883 |
|
|
$ |
7,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses (note 19) |
|
|
(2,199 |
) |
|
|
(2,594 |
) |
|
|
(7,188 |
) |
|
|
(7,605 |
) |
Mineral property exploration (note 20) |
|
|
(3,429 |
) |
|
|
(4,850 |
) |
|
|
(13,614 |
) |
|
|
(12,061 |
) |
General and administrative (note 20) |
|
|
(1,535 |
) |
|
|
(1,965 |
) |
|
|
(6,041 |
) |
|
|
(5,917 |
) |
Impairment mineral properties (note 9) |
|
|
|
|
|
|
(35,655 |
) |
|
|
(1,658 |
) |
|
|
(35,655 |
) |
Other income (expense) (note 19) |
|
|
1,406 |
|
|
|
(3,274 |
) |
|
|
(8,005 |
) |
|
|
(2,874 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,757 |
) |
|
|
(48,338 |
) |
|
|
(36,506 |
) |
|
|
(64,112 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before finance charges |
|
|
(3,406 |
) |
|
|
(45,537 |
) |
|
|
(29,623 |
) |
|
|
(56,118 |
) |
Finance income (expense) (note 19) |
|
|
(128 |
) |
|
|
(113 |
) |
|
|
(133 |
) |
|
|
(422 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
|
(3,534 |
) |
|
|
(45,650 |
) |
|
|
(29,756 |
) |
|
|
(56,540 |
) |
Income tax recovery (expense) (note 22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
51 |
|
Deferred |
|
|
719 |
|
|
|
173 |
|
|
|
2,710 |
|
|
|
3,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period |
|
$ |
(2,820 |
) |
|
$ |
(45,477 |
) |
|
$ |
(27,051 |
) |
|
$ |
(53,376 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that may be reclassified to income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on investments-net of tax |
|
|
(1 |
) |
|
|
1 |
|
|
|
9 |
|
|
|
274 |
|
Foreign currency translation change |
|
|
(13,864 |
) |
|
|
10,785 |
|
|
|
(8,770 |
) |
|
|
(7,887 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) for the period |
|
$ |
(16,685 |
) |
|
$ |
(34,691 |
) |
|
$ |
(35,812 |
) |
|
$ |
(60,989 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(0.01 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares outstanding (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
500,921 |
|
|
|
461,653 |
|
|
|
490,731 |
|
|
|
430,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are integral to the condensed interim consolidated financial statements
2
DENISON MINES CORP.
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited Expressed in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30 |
|
|
September 30 |
|
|
|
2014 |
|
|
2013 |
|
Share capital |
|
|
|
|
|
|
|
|
Balancebeginning of period |
|
|
1,092,144 |
|
|
|
979,124 |
|
Shares issued-net of issue costs |
|
|
12,849 |
|
|
|
13,570 |
|
Flow-through share premium |
|
|
(2,030 |
) |
|
|
(332 |
) |
Shares issued on acquisition of JNR Resources |
|
|
|
|
|
|
10,956 |
|
Shares issued on acquisition of Fission Energy Corp |
|
|
|
|
|
|
66,259 |
|
Shares issued on acquisition of Rockgate Capital Corp (note 4) |
|
|
3,034 |
|
|
|
|
|
Shares issued on acquisition of International Enexco Limited (note 4) |
|
|
11,979 |
|
|
|
|
|
Shares issued to settle payable and accrued liability obligations (note 15) |
|
|
610 |
|
|
|
|
|
Share options exercised-cash |
|
|
946 |
|
|
|
111 |
|
Share options exercised-non cash |
|
|
525 |
|
|
|
98 |
|
Share purchase warrants exercised-cash |
|
|
304 |
|
|
|
324 |
|
Share purchase warrants exercised-non cash |
|
|
225 |
|
|
|
207 |
|
|
|
|
|
|
|
|
|
|
Balanceend of period |
|
|
1,120,586 |
|
|
|
1,070,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share purchase warrants |
|
|
|
|
|
|
|
|
Balancebeginning of period |
|
|
616 |
|
|
|
|
|
Warrants issued on acquisition of JNR Resources |
|
|
|
|
|
|
17 |
|
Warrants assumed on acquisition of Fission Energy Corp |
|
|
|
|
|
|
827 |
|
Warrants issued on acquisition of International Enexco Limited |
|
|
61 |
|
|
|
|
|
Warrants exercised |
|
|
(225 |
) |
|
|
(207 |
) |
|
|
|
|
|
|
|
|
|
Balanceend of period |
|
|
452 |
|
|
|
637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed surplus |
|
|
|
|
|
|
|
|
Balancebeginning of period |
|
|
52,943 |
|
|
|
50,671 |
|
Stock-based compensation expense |
|
|
620 |
|
|
|
712 |
|
Share options issued on acquisition of JNR Resources |
|
|
|
|
|
|
131 |
|
Share options issued on acquisition of Fission Energy Corp |
|
|
|
|
|
|
1,321 |
|
Share options issued on acquisition of International Enexco Limited |
|
|
102 |
|
|
|
|
|
Share options exercised-non cash |
|
|
(525 |
) |
|
|
(98 |
) |
|
|
|
|
|
|
|
|
|
Balanceend of period |
|
|
53,140 |
|
|
|
52,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
Balance-beginning of period |
|
|
(860,834 |
) |
|
|
(776,999 |
) |
Net loss |
|
|
(27,051 |
) |
|
|
(53,376 |
) |
|
|
|
|
|
|
|
|
|
Balance-end of period |
|
|
(887,885 |
) |
|
|
(830,375 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
|
|
|
|
|
|
|
Balance-beginning of period |
|
|
(7,729 |
) |
|
|
10,927 |
|
Unrealized gain (loss) on investments |
|
|
9 |
|
|
|
274 |
|
Foreign currency translation unrealized |
|
|
(8,770 |
) |
|
|
(7,887 |
) |
|
|
|
|
|
|
|
|
|
Balanceend of period |
|
|
(16,490 |
) |
|
|
3,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
|
|
|
|
|
|
Balancebeginning of period |
|
$ |
277,140 |
|
|
$ |
263,723 |
|
|
|
|
|
|
|
|
|
|
Balanceend of period |
|
$ |
269,803 |
|
|
$ |
296,630 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are integral to the condensed interim consolidated financial statements
3
DENISON MINES CORP.
Condensed Interim Consolidated Statements of Cash Flow
(Unaudited Expressed in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30 2014 |
|
|
September 30 2013 |
|
CASH PROVIDED BY (USED IN): |
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net income (loss) for the period |
|
$ |
(27,051 |
) |
|
$ |
(53,376 |
) |
Items not affecting cash: |
|
|
|
|
|
|
|
|
Depletion, depreciation, amortization and accretion |
|
|
1,554 |
|
|
|
1,749 |
|
Impairment-mineral properties (note 9) |
|
|
1,658 |
|
|
|
35,655 |
|
Impairment-investments |
|
|
|
|
|
|
18 |
|
Stock-based compensation |
|
|
620 |
|
|
|
712 |
|
Losses (gains) on asset disposals |
|
|
(449 |
) |
|
|
19 |
|
Losses (gains) on investments and restricted investments |
|
|
(81 |
) |
|
|
1,103 |
|
Deferred income tax expense (recovery) |
|
|
(2,710 |
) |
|
|
(3,113 |
) |
Foreign exchange |
|
|
8,566 |
|
|
|
2,333 |
|
Change in non-cash working capital items (note 19) |
|
|
1,146 |
|
|
|
(2,171 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(16,747 |
) |
|
|
(17,071 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Acquisition of assets, net of cash and cash equivalents acquired: |
|
|
|
|
|
|
|
|
JNR Resources |
|
|
|
|
|
|
(715 |
) |
Fission Energy Corp |
|
|
|
|
|
|
(4,058 |
) |
Rockgate Capital Corp (note 4) |
|
|
(57 |
) |
|
|
|
|
International Enexco Limited (note 4) |
|
|
(141 |
) |
|
|
|
|
Decrease (increase) in notes receivable |
|
|
|
|
|
|
298 |
|
Sale of investments |
|
|
9,529 |
|
|
|
|
|
Purchase of investments |
|
|
(184 |
) |
|
|
|
|
Expenditures on property, plant and equipment |
|
|
(733 |
) |
|
|
(1,769 |
) |
Proceeds on sale of property, plant and equipment |
|
|
265 |
|
|
|
21 |
|
Decrease (increase) in restricted cash and investments |
|
|
(27 |
) |
|
|
(319 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
8,652 |
|
|
|
(6,542 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Increase (decrease) in debt obligations |
|
|
(45 |
) |
|
|
(97 |
) |
Issuance of common shares for: |
|
|
|
|
|
|
|
|
New share issues-net of issue costs |
|
|
12,849 |
|
|
|
13,570 |
|
Share options exercised |
|
|
946 |
|
|
|
111 |
|
Share purchase warrants exercised |
|
|
304 |
|
|
|
324 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
14,054 |
|
|
|
13,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
5,959 |
|
|
|
(9,705 |
) |
Foreign exchange effect on cash and cash equivalents |
|
|
(1,237 |
) |
|
|
(616 |
) |
Cash and cash equivalents, beginning of period |
|
|
21,786 |
|
|
|
38,188 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
26,508 |
|
|
$ |
27,867 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are integral to the condensed interim consolidated financial statements
4
DENISON MINES CORP.
Notes to the Condensed Interim Consolidated Financial Statements for the nine months ended September 30, 2014 and 2013
(Unaudited Expressed in U.S. dollars except for shares and per share amounts)
Denison Mines Corp. and its subsidiary companies and joint arrangements (collectively, the Company) are engaged in
uranium mining and related activities, including acquisition, exploration and development of uranium bearing properties, extraction, processing and selling of uranium.
The Company has a 22.5% interest in the McClean Lake Joint Venture (which includes the McClean Lake mill) and a 25.17%
interest in the Midwest Joint Venture, both of which are located in the Athabasca Basin of Saskatchewan, Canada and varying ownership interests in a number of development and exploration projects located in Canada, Mongolia, Mali, Namibia, Niger and
Zambia. Through its environmental services division, the Company provides mine decommissioning and decommissioned site monitoring services to third parties.
The Company is also the manager of Uranium Participation Corporation (UPC), a publicly-listed investment holding
company formed to invest substantially all of its assets in uranium oxide concentrates (U3O8) and uranium hexafluoride
(UF6). The Company has no ownership interest in UPC but receives fees for management services and commissions from the purchase and sale of U3O8 and UF6 by UPC.
Denison Mines Corp. (DMC) is incorporated under the Business Corporations Act (Ontario) and domiciled in Canada.
The address of its registered head office is 595 Bay Street, Suite 402, Toronto, Ontario, Canada, M5G 2C2.
These condensed interim consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The condensed interim
consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2013.
The Companys presentation currency is U.S. dollars.
These financial statements were approved by the board of directors for issue on November 6, 2014.
3. |
SIGNIFICANT ACCOUNTING POLICIES |
The significant accounting policies followed in these condensed interim consolidated financial statements are consistent with
those applied in the Companys annual financial statements for the year ended December 31, 2013, except as described below.
Accounting Standards Adopted
The Company has adopted the following new and revised accounting standards, along with any consequential amendments, effective
January 1, 2014. These changes were made in accordance with the applicable transitional provisions.
International Accounting
Standard 36, Impairment of Assets (IAS 36)
IAS 36 was amended in May 2013 to make small changes to the
disclosures required by IAS 36 when an impairment loss is recognized or reversed. The amendments require the disclosure of the recoverable amount of an asset or cash generating unit (CGU) at the time an impairment loss has been
recognized or reversed and detailed disclosure of how the associated fair value less costs of disposal has been determined.
5
The amendments are effective for accounting periods beginning on or after
January 1, 2014 with earlier adoption permitted. The Company has adopted the amended disclosure requirements of IAS 36 effective January 1, 2014.
Accounting Standards Issued But Not Yet Applied
The Company has not yet adopted the following new accounting pronouncements which are effective for fiscal periods of the
Company beginning on or after January 1, 2015:
International Financial Reporting Standard 9, Financial Instruments (IFRS
9)
IFRS 9 was issued in October 2010 by the IASB to replace IAS 39, Financial Instruments Recognition
and Measurement. The replacement standard has the following significant components: it establishes two primary measurement categories for financial assets amortized cost and fair value; it establishes criteria for the classification of
financial assets within the measurement category based on business model and cash flow characteristics; and it eliminates existing held to maturity, available-for-sale, and loans and receivable categories.
In November 2013, the IASB issued an amendment to IFRS 9 which includes a new hedge model that aligns accounting more closely
with risk management and enhances disclosure about hedge accounting and risk management. Additionally, as the impairment guidance and certain limited amendments to the classification and measurement requirements of IFRS 9 are not yet complete, the
previously mandated effective date of IFRS 9 of January 1, 2015 has been removed. Entities may apply IFRS 9 before the IASB completes the amendments but are not required to do so.
The Company has not evaluated the impact of adopting this standard.
4. |
ACQUISITIONS AND DIVESTITURES |
Acquisition of Rockgate Capital Corp Non-Controlling Interest
In January 2014, pursuant to a plan of arrangement, Denison acquired the remaining 10.38% non-controlling interest of Rockgate
Capital Corp. (Rockgate) it had not previously acquired under its takeover bid in 2013. Denison now owns 100% of Rockgate and its subsidiaries.
The consideration relating to the acquisition of the 10.38% non-controlling interest in Rockgate under the plan of arrangement
is summarized below:
|
|
|
|
|
(in thousands except for share amounts) |
|
|
|
Fair value of 2,312,622 common shares issued by Denison |
|
$ |
3,034 |
|
Costs incurred by the Company pursuant to the plan of arrangement: |
|
|
|
|
Arrangement transaction costs |
|
|
57 |
|
|
|
|
|
|
Fair value of total consideration |
|
$ |
3,091 |
|
|
|
|
|
|
The fair value of the common shares issued by Denison totaled $3,034,000. The fair value of
the common shares was determined using Denisons closing share price on January 17, 2014 of CAD$1.44 converted to USD$ using the January 17, 2014 foreign exchange rate of 0.9111.
Acquisition of International Enexco Limited
On June 6, 2014, Denison completed a plan of arrangement (the IEC Arrangement) to acquire all of the
outstanding shares, options and warrants of International Enexco Limited (IEC). IECs principal uranium assets include a 30% interest in the Mann Lake exploration project and a 20% interest in the Bachman Lake Joint Venture, both
located in Saskatchewan, Canada. Prior to completing the IEC Arrangment, IEC also owned a subsidiary holding an indirect interest in IECs Contact Copper project and its other US properties (Spinco).
Pursuant to the IEC Arrangement, the former shareholders of IEC ultimately exchanged each IEC common share held for 0.26 of a
Denison common share (the Exchange Ratio). Outstanding warrants and options of IEC were exchanged for options and warrants of Denison adjusted by the Exchange Ratio. The Denison options received on exchange will expire 90 days after the
IEC Arrangement completion date while the Denison warrants received on exchange will retain the expiry dates of the originally issued IEC warrants.
6
As part of the IEC Arrangement, IECs shareholders also received a pro rata
distribution of Spinco shares on a one-for-one basis and one-half of a warrant to acquire an additional Spinco share, exercisable for 6 months, at a price of CAD$5.00 for each whole share to be acquired. Each holder of IEC options and warrants also
received replacement options and warrants, as the case may be, from Spinco with the same terms and conditions as the IEC options and warrants being replaced.
For accounting purposes, IEC is not considered a business under IFRS 3 Business Combinations as at the time of the
acquisition it is not capable of generating outputs that can provide a return to Denison. As a result, the IEC Arrangement has been accounted for as an asset acquisition with share based consideration. Transaction costs incurred by Denison related
to the IEC Arrangement have been capitalized as part of the consideration amount. Denison is including the results of IEC as part of its Canadian mining segment for reporting purposes.
The following table summarizes the fair value of the IEC assets acquired and the liabilities assumed at the acquisition date
of June 6, 2014:
|
|
|
|
|
(in thousands) |
|
IEC Fair Value |
|
Cash and cash equivalents |
|
$ |
206 |
|
Trade and other receivables |
|
|
421 |
|
Prepaid expenses and other |
|
|
15 |
|
Property, plant and equipment |
|
|
|
|
Mineral properties Canada |
|
|
14,120 |
|
|
|
|
|
|
Total assets |
|
|
14,762 |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
1,319 |
|
Reclamation obligations |
|
|
20 |
|
|
|
|
|
|
Net assets |
|
$ |
13,423 |
|
|
|
|
|
|
The total consideration relating to the IEC Arrangement is summarized below:
|
|
|
|
|
(in thousands except for share amounts) |
|
|
|
Fair value of 10,229,035 common shares issued by Denison |
|
$ |
11,979 |
|
Fair value of 660,127 common share purchase warrants issued by Denison |
|
|
61 |
|
Fair value of 902,200 common share options issued by Denison |
|
|
102 |
|
Fair value of IEC shares held by Denison prior to acquisition |
|
|
934 |
|
Costs incurred by the Company pursuant to arrangement: |
|
|
|
|
Transaction costs |
|
|
347 |
|
|
|
|
|
|
Fair value of total consideration |
|
$ |
13,423 |
|
|
|
|
|
|
The fair value of the common shares issued by Denison totaled $11,979,000. The fair value of
the common shares was determined using Denisons closing share price on June 6, 2014 of CAD$1.28 converted to USD$ using the June 6, 2014 foreign exchange rate of 0.9149.
The fair value of the common share purchase warrants issued by Denison to replace those of IEC totaled $61,000 or $0.0924 per
warrant. The fair value was determined using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.06%, expected stock price volatility between 38.56% and 48.62%, expected life between 0.50 years and
1.25 years and expected dividend yield of nil%.
The fair value of the common share options issued by Denison to
replace those of IEC totaled $102,000 or $0.1131 per option. The fair value was determined using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.06%, expected stock price volatility of 34.85%,
expected life of 0.25 years and expected dividend yield of nil%. As at June 6, 2014, all of the options issued to replace the IEC options are fully-vested.
7
5. |
TRADE AND OTHER RECEIVABLES |
The trade and other receivables balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Trade receivables other |
|
$ |
2,709 |
|
|
$ |
1,966 |
|
Receivables in McClean and Midwest Joint Ventures |
|
|
2,140 |
|
|
|
1,794 |
|
Sales tax receivables |
|
|
182 |
|
|
|
378 |
|
Sundry receivables |
|
|
418 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,449 |
|
|
$ |
4,148 |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables by duration: |
|
|
|
|
Current |
|
$ |
5,020 |
|
|
$ |
4,148 |
|
Long-term (note 21) |
|
|
429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,449 |
|
|
$ |
4,148 |
|
|
|
|
|
|
|
|
|
|
The inventories balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Uranium concentrates and work-in-progress |
|
$ |
16 |
|
|
$ |
4 |
|
Inventory of ore in stockpiles |
|
|
1,951 |
|
|
|
2,058 |
|
Mine and mill supplies |
|
|
1,624 |
|
|
|
1,722 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,591 |
|
|
$ |
3,784 |
|
|
|
|
|
|
|
|
|
|
Inventories by duration: |
|
|
|
|
|
|
|
|
Current |
|
$ |
1,976 |
|
|
$ |
2,123 |
|
Long-term ore in stockpiles |
|
|
1,615 |
|
|
|
1,661 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,591 |
|
|
$ |
3,784 |
|
|
|
|
|
|
|
|
|
|
The investments balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Investments: |
|
|
|
|
|
|
|
|
Equity instruments-fair value through profit and loss |
|
$ |
760 |
|
|
$ |
1,106 |
|
Equity instruments-available for sale |
|
|
25 |
|
|
|
17 |
|
Debt instruments-fair value through profit and loss |
|
|
4,516 |
|
|
|
14,818 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,301 |
|
|
$ |
15,941 |
|
|
|
|
|
|
|
|
|
|
Investments by duration: |
|
|
|
|
|
|
|
|
Current |
|
$ |
4,516 |
|
|
$ |
10,040 |
|
Long-term |
|
|
785 |
|
|
|
5,901 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,301 |
|
|
$ |
15,941 |
|
|
|
|
|
|
|
|
|
|
The debt instruments at September 30, 2014 consist of guaranteed investment certificates
with rates of interest ranging between 1.85% to 1.90% and maturity dates occurring in February 2015.
8
8. |
RESTRICTED CASH AND INVESTMENTS |
The Company has certain restricted cash and investments deposited to collateralize its reclamation obligations. The restricted
cash and investments balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Cash |
|
$ |
9 |
|
|
$ |
26 |
|
Cash equivalents |
|
|
375 |
|
|
|
221 |
|
Investments |
|
|
1,830 |
|
|
|
2,052 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,214 |
|
|
$ |
2,299 |
|
|
|
|
|
|
|
|
|
|
Restricted cash and investments by item: |
|
|
|
|
|
|
|
|
Elliot Lake reclamation trust fund |
|
$ |
2,214 |
|
|
$ |
2,299 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,214 |
|
|
$ |
2,299 |
|
|
|
|
|
|
|
|
|
|
Elliot Lake Reclamation Trust Fund
During the nine months ended September 30, 2014, the Company deposited an additional $545,000 (CAD$603,000) into the
Elliot Lake Reclamation Trust Fund and withdrew $538,000 (CAD$590,000).
9. |
PROPERTY, PLANT AND EQUIPMENT |
The property, plant and equipment balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Plant and equipment: |
|
|
|
|
|
|
|
|
Cost |
|
$ |
82,379 |
|
|
$ |
86,805 |
|
Construction-in-progress |
|
|
7,176 |
|
|
|
7,516 |
|
Accumulated depreciation |
|
|
(12,397 |
) |
|
|
(12,627 |
) |
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
77,158 |
|
|
$ |
81,694 |
|
|
|
|
|
|
|
|
|
|
Mineral properties: |
|
|
|
|
|
|
|
|
Cost |
|
$ |
199,285 |
|
|
$ |
199,532 |
|
Accumulated amortization |
|
|
(205 |
) |
|
|
(216 |
) |
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
199,080 |
|
|
$ |
199,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
276,238 |
|
|
$ |
281,010 |
|
|
|
|
|
|
|
|
|
|
9
The property, plant and equipment continuity summary is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Cost |
|
|
Accumulated Amortization / Depreciation |
|
|
Net Book Value |
|
Plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2013 |
|
$ |
94,321 |
|
|
$ |
(12,627 |
) |
|
$ |
81,694 |
|
Additions |
|
|
194 |
|
|
|
|
|
|
|
194 |
|
Amortization |
|
|
|
|
|
|
(11 |
) |
|
|
(11 |
) |
Depreciation |
|
|
|
|
|
|
(574 |
) |
|
|
(574 |
) |
Disposals |
|
|
(67 |
) |
|
|
67 |
|
|
|
|
|
Foreign exchange |
|
|
(4,893 |
) |
|
|
748 |
|
|
|
(4,145 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2014 |
|
$ |
89,555 |
|
|
$ |
(12,397 |
) |
|
$ |
77,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mineral properties: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2013 |
|
$ |
199,532 |
|
|
$ |
(216 |
) |
|
$ |
199,316 |
|
Additions |
|
|
623 |
|
|
|
|
|
|
|
623 |
|
Asset acquisitions (note 4) |
|
|
14,120 |
|
|
|
|
|
|
|
14,120 |
|
Impairment |
|
|
(1,658 |
) |
|
|
|
|
|
|
(1,658 |
) |
Foreign exchange |
|
|
(13,332 |
) |
|
|
11 |
|
|
|
(13,321 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2014 |
|
$ |
199,285 |
|
|
$ |
(205 |
) |
|
$ |
199,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and Equipment-Mining
The Company has a 22.5% interest in the McClean Lake mill located in the Athabasca Basin of Saskatchewan, Canada. In March
2014, the first ore from the Cigar Lake mine was received at the mill. In September 2014, commissioning of the mill circuits was completed and milling activities were restarted. During the remainder of 2014, the mill will process a combination of
McClean Lake ore and Cigar Lake ore pursuant to the terms of a toll milling agreement signed with the participants in the Cigar Lake Joint Venture (CLJV).
Plant and Equipment Services and Other
The environmental services division of the Company provides mine decommissioning and decommissioned site monitoring services
for third parties.
Mineral Properties
The Company has various interests in development and exploration projects located in Canada, Mongolia, Mali, Namibia, Niger and
Zambia which are held directly or through option or various contractual agreements.
Canada Mining Segment
In March 2014, the Company released its land holdings related to the Black Lake property acquired as part of the acquisition of
JNR Resources Inc. in January 2013 (JNR Acquisition). The Company has recognized an impairment charge of $1,658,000 in its Q1-2014 results to reflect the abandonment of this property.
In June 2014, the Company completed the sale of its land holdings related to the Way Lake and Yurchison properties, also
acquired as part of the JNR Acquisition, for cash and share consideration valued at $202,000. The sale resulted in a gain of $202,000 which has been included in other income (expense) in the consolidated statements of operations.
In June 2014, the Company received a cash payment of CAD$250,000 from Strateco Resources Inc. (Strateco) in
accordance with an option agreement with Strateco to earn up to a 60% interest in Denisons Jasper Lake property in 2 stages. The payment resulted in a gain of $229,000 which has been included in other income (expense) in the consolidated
statements of operations.
In June 2014, the Company completed the acquisition of IEC and acquired additional mineral
property interests in Canada with a fair value of $14,120,000 (see note 4). As a result of the IEC Arrangement, Denison acquired a 30% interest in the Mann Lake project and increased its interest in the Bachman Lake project from 80% to 100%.
10
Africa Mining Segment-Namibia
In March 2014, Rio Tinto Mining and Exploration (Rio) terminated its option to earn an interest in the Dome project
under the provisions of a previously entered into earn-in agreement between the parties. Rio discontinued activities at the site at the end of February 2014 and the Company has assumed operatorship of the site.
The intangibles balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Cost |
|
$ |
6,607 |
|
|
$ |
6,957 |
|
Accumulated amortization |
|
|
(5,814 |
) |
|
|
(5,705 |
) |
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
793 |
|
|
$ |
1,252 |
|
|
|
|
|
|
|
|
|
|
Net book value-by item: |
|
|
|
|
|
|
|
|
UPC management services agreement |
|
|
793 |
|
|
|
1,252 |
|
|
|
|
|
|
|
|
|
|
Net book value |
|
$ |
793 |
|
|
$ |
1,252 |
|
|
|
|
|
|
|
|
|
|
The intangibles continuity summary is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Cost |
|
|
Accumulated Amortization |
|
|
Net Book Value |
|
Balance December 31, 2013 |
|
$ |
6,957 |
|
|
$ |
(5,705 |
) |
|
$ |
1,252 |
|
Amortization |
|
|
|
|
|
|
(406 |
) |
|
|
(406 |
) |
Foreign exchange |
|
|
(350 |
) |
|
|
297 |
|
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2014 |
|
$ |
6,607 |
|
|
$ |
(5,814 |
) |
|
$ |
793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11. |
POST-EMPLOYMENT BENEFITS |
The post-employment benefits balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Accrued benefit obligation |
|
$ |
3,055 |
|
|
$ |
3,321 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,055 |
|
|
$ |
3,321 |
|
|
|
|
|
|
|
|
|
|
Post-employment benefits liability-by duration: |
|
|
|
|
|
|
|
|
Current |
|
$ |
357 |
|
|
$ |
376 |
|
Non-current |
|
|
2,698 |
|
|
|
2,945 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,055 |
|
|
$ |
3,321 |
|
|
|
|
|
|
|
|
|
|
The post-employment benefits continuity summary is as follows:
|
|
|
|
|
(in thousands) |
|
|
|
Balance December 31, 2013 |
|
$ |
3,321 |
|
Benefits paid |
|
|
(187 |
) |
Interest cost |
|
|
86 |
|
Foreign exchange |
|
|
(165 |
) |
|
|
|
|
|
Balance September 30, 2014 |
|
$ |
3,055 |
|
|
|
|
|
|
11
12. |
RECLAMATION OBLIGATIONS |
The reclamation obligations balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Reclamation liability by location: |
|
|
|
|
|
|
|
|
Elliot Lake |
|
$ |
9,497 |
|
|
$ |
10,008 |
|
McClean and Midwest Joint Ventures |
|
|
3,056 |
|
|
|
2,200 |
|
Other |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,572 |
|
|
$ |
12,208 |
|
|
|
|
|
|
|
|
|
|
Reclamation and remediation liability by duration: |
|
|
|
|
|
|
|
|
Current |
|
|
663 |
|
|
|
699 |
|
Non-current |
|
|
11,909 |
|
|
|
11,509 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,572 |
|
|
$ |
12,208 |
|
|
|
|
|
|
|
|
|
|
The reclamation obligations continuity summary is as follows:
|
|
|
|
|
(in thousands) |
|
|
|
Balance December 31, 2013 |
|
$ |
12,208 |
|
Accretion |
|
|
545 |
|
Asset acquisition (note 4) |
|
|
20 |
|
Expenditures incurred |
|
|
(455 |
) |
Future expenditures reimbursed |
|
|
883 |
|
Foreign exchange |
|
|
(629 |
) |
|
|
|
|
|
Balance September 30, 2014 |
|
$ |
12,572 |
|
|
|
|
|
|
Site Restoration: Elliot Lake
Spending on restoration activities at the Elliot Lake site is funded from monies in the Elliot Lake Reclamation Trust fund (see
note 8).
Site Restoration: McClean Lake Joint Venture and Midwest Joint Venture
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 relating to future decommissioning and reclamation plans that have been filed and approved by the applicable regulatory authorities. As at September 30, 2014, the Company has provided
irrevocable standby letters of credit, from a chartered bank, in favour of Saskatchewan Environment, totalling CAD$9,698,000.
Under the terms of a Potentially Reactive Waste Rock Disposal Agreement (PRWR Agreement) between the McClean Lake
Joint Venture (MLJV) and the CLJV, the MLJV agreed to deposit certain waste rock material from the Cigar Lake mine in its mined-out Sue C pit. In return, the CLJV has agreed to reimburse the MLJV for additional site restoration costs
that may reasonably occur as a result.
In April 2014, triggered by the delivery of the first Cigar Lake mine ore to the
McClean Lake mill, the CLJV made a preliminary payment of CAD$4,307,050 to the MLJV under the terms of the PRWR Agreement with an estimated CAD$28,000 still owing. Denison has recorded its proportionate share of this total amount of $883,000
(CAD$974,700) as a component of its Reclamation obligations.
12
The debt obligations balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Notes payable and other financing |
|
$ |
48 |
|
|
$ |
97 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48 |
|
|
$ |
97 |
|
|
|
|
|
|
|
|
|
|
Debt obligations, by duration: |
|
|
|
|
|
|
|
|
Current |
|
|
31 |
|
|
|
55 |
|
Non-current |
|
|
17 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48 |
|
|
$ |
97 |
|
|
|
|
|
|
|
|
|
|
Line of Credit
The Companys current credit facility has a maturity date of January 31, 2015 and allows for credit to be extended to
the Company for up to CAD$15,000,000. Use of the facility is restricted to non-financial letters of credit in support of reclamation obligations.
At September 30, 2014, the Company has no outstanding borrowings under the facility (December 31,
2013 $nil) and is in compliance with its facility covenants. At September 30, 2014, approximately CAD$9,698,000 (December 31, 2013: CAD$9,698,000) of the facility is being utilized as collateral for certain letters of credit.
During the nine months ended September 30, 2014, the Company did not incur any interest under the facility.
The other liabilities balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Unamortized fair value of toll milling contracts |
|
$ |
893 |
|
|
$ |
940 |
|
Flow-through share premium obligation (note 15) |
|
|
1,984 |
|
|
|
324 |
|
Other |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,877 |
|
|
$ |
1,273 |
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities by duration: |
|
|
|
|
|
|
|
|
Current |
|
$ |
1,984 |
|
|
$ |
333 |
|
Non-current |
|
|
893 |
|
|
|
940 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,877 |
|
|
$ |
1,273 |
|
|
|
|
|
|
|
|
|
|
13
Denison is authorized to issue an unlimited number of common shares without par value. A continuity summary of the issued and
outstanding common shares and the associated dollar amounts is presented below:
|
|
|
|
|
|
|
|
|
(in thousands except share amounts) |
|
Number of Common Shares |
|
|
|
|
Balance at December 31, 2013 |
|
|
482,003,444 |
|
|
$ |
1,092,144 |
|
|
|
|
|
|
|
|
|
|
Issued for cash: |
|
|
|
|
|
|
|
|
Share issue proceeds |
|
|
9,257,500 |
|
|
|
13,704 |
|
Share issue costs |
|
|
|
|
|
|
(855 |
) |
Share options exercised |
|
|
1,025,449 |
|
|
|
946 |
|
Share purchase warrants exercised |
|
|
401,150 |
|
|
|
304 |
|
Acquisition of Rockgate Capital Corp (note 4) |
|
|
2,312,622 |
|
|
|
3,034 |
|
Acquisition of International Enexco Limited (note 4) |
|
|
10,229,035 |
|
|
|
11,979 |
|
Settlement of liabilities associated with IEC Arrangement |
|
|
504,794 |
|
|
|
610 |
|
Share options exercised fair value adjustment |
|
|
|
|
|
|
525 |
|
Share purchase warrants exercised fair value adjustment |
|
|
|
|
|
|
225 |
|
Flow-through share premium liability |
|
|
|
|
|
|
(2,030 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
23,730,550 |
|
|
|
28,442 |
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2014 |
|
|
505,733,994 |
|
|
$ |
1,120,586 |
|
|
|
|
|
|
|
|
|
|
New Issues
In August 2014, the Company completed a private placement of 9,257,500 flow-through common shares at a price of CAD$1.62 per
share for gross proceeds of $13,704,000 (CAD$14,997,000). The income tax benefits of this issue will be renounced to subscribers no later than December 31, 2014.
Acquisition Related Issues
In January 2014, the Company issued 2,312,622 shares at a value of $3,034,000 (CAD$3,330,000) as part of the acquisition of
Rockgates non-controlling interest (see note 4).
In June 2014, the Company issued 10,229,035 shares at a value of
$11,979,000 (CAD$13,093,000) as part of the acquisition of IEC (see note 4).
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 September 30,
2014, the Company estimates that it has spent its entire CAD$14,950,000 May 2013 flow-through share obligation. The Company renounced the income tax benefits of this issue to its subscribers in February 2014. In conjunction with the renunciation,
the flow-through share premium liability has been reversed and recognized as part of the deferred tax recovery (see notes 14 and 22).
As at September 30, 2014, the Company estimates that it has spent CAD$1,049,000 of its CAD$14,997,000 August 2014
flow-through share obligation.
14
A continuity summary of the issued and outstanding share purchase warrants in terms of common shares of the Company and
associated dollar amount is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands except share amounts) |
|
Weighted Average Exercise Price Per Share (CAD$) |
|
|
Number of Common Shares Issuable |
|
|
Fair Value Amount |
|
Balance outstanding at December 31, 2013 |
|
$ |
0.84 |
|
|
|
1,098,725 |
|
|
$ |
616 |
|
Warrants issued on acquisition of IEC (note 4) |
|
|
1.71 |
|
|
|
660,127 |
|
|
|
61 |
|
Warrants exercised |
|
|
0.84 |
|
|
|
(401,150 |
) |
|
|
(225 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding at September 30, 2014 |
|
$ |
1.26 |
|
|
|
1,357,702 |
|
|
|
452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of common shares issuable by warrant series: |
|
|
|
|
|
|
|
|
|
|
|
|
Fission January 2013 series (1) |
|
$ |
0.84 |
|
|
|
697,575 |
|
|
$ |
391 |
|
IEC November 2012 series (2) |
|
|
2.31 |
|
|
|
143,000 |
|
|
|
1 |
|
IEC December 2013 series (3) |
|
|
1.54 |
|
|
|
329,061 |
|
|
|
36 |
|
IEC February 2014 series (4) |
|
|
1.54 |
|
|
|
188,066 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding at September 30, 2014 |
|
$ |
1.26 |
|
|
|
1,357,702 |
|
|
$ |
452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The Fission January 2013 series has an effective exercise price of CAD$0.84 per issuable share and expires on January 21, 2015.
|
|
(2) |
The IEC November 2012 series has an effective exercise price of CAD$2.31 per issuable share and expires on November 29, 2014.
|
|
(3) |
The IEC December 2013 series has an effective exercise price of CAD$1.54 per issuable share and expires on June 5, 2015. |
|
(4) |
The IEC February 2014 series has an effective exercise price of CAD$1.54 per issuable share and expires on August 20, 2015.
|
The Companys stock-based compensation plan (the Plan) provides for the granting of stock options up to 10% of
the issued and outstanding common shares at the time of grant, subject to a maximum of 39,670,000 common shares. As at September 30, 2014, an aggregate of 12,266,700 options have been granted (less cancellations) since the Plans inception
in 1997.
Under the Plan, all stock options are granted at the discretion of the Companys board of directors,
including any vesting provisions if applicable. The term of any stock option granted may not exceed ten years and the exercise price may not be lower than the closing price of the Companys shares on the last trading day immediately preceding
the date of grant. In general, stock options granted under the Plan have five year terms and vesting periods up to thirty months.
A continuity summary of the stock options of the Company granted under the Plan is presented below:
|
|
|
|
|
|
|
|
|
|
|
Number of Common Shares |
|
|
Weighted-Average Exercise Price per Share (CAD$) |
|
Stock options outstanding beginning of period |
|
|
8,431,138 |
|
|
$ |
1.91 |
|
Issued on acquisition of IEC (note 4) |
|
|
902,200 |
|
|
|
1.48 |
|
Granted |
|
|
1,311,000 |
|
|
|
1.81 |
|
Exercised (1) |
|
|
(1,025,449 |
) |
|
|
1.00 |
|
Expiries |
|
|
(3,066,076 |
) |
|
|
2.17 |
|
Forfeitures |
|
|
(267,339 |
) |
|
|
3.16 |
|
|
|
|
|
|
|
|
|
|
Stock options outstanding end of period |
|
|
6,285,474 |
|
|
$ |
1.80 |
|
|
|
|
|
|
|
|
|
|
Stock options exercisable end of period |
|
|
4,397,474 |
|
|
$ |
1.87 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average share price at the date of exercise was CAD$1.51. |
15
A summary of the Companys stock options outstanding at September 30,
2014 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise Prices per Share (CAD$) |
|
Weighted Average Remaining Contractual Life (Years) |
|
|
Number of Common Shares |
|
|
Weighted- Average Exercise Price per Share (CAD$) |
|
Stock options outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.38 to $ 2.49 |
|
|
2.96 |
|
|
|
5,161,208 |
|
|
$ |
1.40 |
|
$ 2.50 to $ 4.99 |
|
|
1.29 |
|
|
|
872,306 |
|
|
|
3.23 |
|
$ 5.00 to $ 5.67 |
|
|
1.63 |
|
|
|
251,960 |
|
|
|
5.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding end of period |
|
|
2.67 |
|
|
|
6,285,474 |
|
|
$ |
1.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at September 30, 2014 expire between December 2014 and May 2019.
The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. The
following table outlines the range of assumptions used in the model to determine the fair value of options granted (excluding those granted pursuant to the IEC acquisition see note 4):
|
|
|
|
|
|
|
Nine Months Ended September 30, 2014 |
|
Risk-free interest rate |
|
|
1.42% 1.47% |
|
Expected stock price volatility |
|
|
55.21% 55.56% |
|
Expected life |
|
|
3.7 years |
|
Estimated forfeiture rate |
|
|
3.50% 3.70% |
|
Expected dividend yield |
|
|
|
|
Fair value per share under options granted |
|
CAD$ |
0.54 CAD$0.74 |
|
|
|
|
|
|
The fair values of stock options with vesting provisions are amortized on a graded method
basis as stock-based compensation expense over the applicable vesting periods. Included in the statement of income (loss) is stock-based compensation of $204,000 and $620,000 for the three and nine months ended September 30, 2014 and $209,000
and $712,000 for the three and nine months ended September 30, 2013. At September 30, 2014, the Company had an additional $536,000 in stock-based compensation expense to be recognized periodically to May 2016.
18. |
ACCUMULATED OTHER COMPREHENSIVE INCOME |
The accumulated other comprehensive income (loss) balance consists of:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
At September 30 2014 |
|
|
At December 31 2013 |
|
Cumulative foreign currency translation |
|
$ |
(16,650 |
) |
|
$ |
(7,880 |
) |
Unamortized experience gain post employment liability |
|
|
|
|
|
|
|
|
Gross |
|
|
206 |
|
|
|
206 |
|
Tax effect |
|
|
(56 |
) |
|
|
(56 |
) |
Unrealized gains (losses) on investments |
|
|
|
|
|
|
|
|
Gross |
|
|
10 |
|
|
|
1 |
|
Tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(16,490 |
) |
|
$ |
(7,729 |
) |
|
|
|
|
|
|
|
|
|
16
19. |
SUPPLEMENTAL FINANCIAL INFORMATION |
The components of operating expenses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
(in thousands) |
|
September 30 2014 |
|
|
September 30 2013 |
|
|
September 30 2014 |
|
|
September 30 2013 |
|
Cost of goods and services sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Overheads: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining, other development expense |
|
$ |
(366 |
) |
|
$ |
(565 |
) |
|
$ |
(2,295 |
) |
|
$ |
(1,748 |
) |
Milling, conversion expense |
|
|
(9 |
) |
|
|
(16 |
) |
|
|
(32 |
) |
|
|
(59 |
) |
Mill feed cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockpile depletion |
|
|
(12 |
) |
|
|
|
|
|
|
(12 |
) |
|
|
|
|
Less absorption: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockpiles, mineral properties |
|
|
111 |
|
|
|
284 |
|
|
|
628 |
|
|
|
953 |
|
Concentrates |
|
|
13 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
Cost of services |
|
|
(1,932 |
) |
|
|
(2,288 |
) |
|
|
(5,479 |
) |
|
|
(6,724 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods and services sold |
|
|
(2,195 |
) |
|
|
(2,585 |
) |
|
|
(7,177 |
) |
|
|
(7,578 |
) |
Reclamation asset amortization |
|
|
(4 |
) |
|
|
(9 |
) |
|
|
(11 |
) |
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
$ |
(2,199 |
) |
|
$ |
(2,594 |
) |
|
$ |
(7,188 |
) |
|
$ |
(7,605 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of other income (expense) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
(in thousands) |
|
September 30 2014 |
|
|
September 30 2013 |
|
|
September 30 2014 |
|
|
September 30 2013 |
|
Gains (losses) on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange |
|
$ |
1,487 |
|
|
$ |
(4,701 |
) |
|
$ |
(8,566 |
) |
|
$ |
(2,333 |
) |
Disposal of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
449 |
|
|
|
(19 |
) |
Investment disposals |
|
|
(7 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
|
|
Investment impairments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18 |
) |
Investment fair value through profit (loss) |
|
|
(31 |
) |
|
|
441 |
|
|
|
88 |
|
|
|
(1,103 |
) |
Other |
|
|
(43 |
) |
|
|
986 |
|
|
|
31 |
|
|
|
599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
$ |
1,406 |
|
|
$ |
(3,274 |
) |
|
$ |
(8,005 |
) |
|
$ |
(2,874 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of finance income (expense) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
(in thousands) |
|
September 30 2014 |
|
|
September 30 2013 |
|
|
September 30 2014 |
|
|
September 30 2013 |
|
Interest income |
|
$ |
84 |
|
|
$ |
117 |
|
|
$ |
500 |
|
|
$ |
276 |
|
Interest expense |
|
|
(1 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
(2 |
) |
Accretion expense-reclamation obligations |
|
|
(183 |
) |
|
|
(198 |
) |
|
|
(545 |
) |
|
|
(601 |
) |
Accretion expense-post-employment benefits |
|
|
(28 |
) |
|
|
(32 |
) |
|
|
(86 |
) |
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income (expense) |
|
$ |
(128 |
) |
|
$ |
(113 |
) |
|
$ |
(133 |
) |
|
$ |
(422 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
A summary of depreciation expense recognized in the statement of income (loss) is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
(in thousands) |
|
September 30 2014 |
|
|
September 30 2013 |
|
|
September 30 2014 |
|
|
September 30 2013 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining, other development expense |
|
$ |
(74 |
) |
|
$ |
(68 |
) |
|
$ |
(234 |
) |
|
$ |
(210 |
) |
Milling, conversion expense |
|
|
(2 |
) |
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(9 |
) |
Cost of services |
|
|
(62 |
) |
|
|
(64 |
) |
|
|
(185 |
) |
|
|
(197 |
) |
Mineral property exploration |
|
|
(25 |
) |
|
|
(51 |
) |
|
|
(101 |
) |
|
|
(126 |
) |
General and administrative |
|
|
(16 |
) |
|
|
(13 |
) |
|
|
(50 |
) |
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense gross |
|
$ |
(179 |
) |
|
$ |
(197 |
) |
|
$ |
(574 |
) |
|
$ |
(595 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of employee benefits expense recognized in the statement of income (loss) is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
(in thousands) |
|
September 30 2014 |
|
|
September 30 2013 |
|
|
September 30 2014 |
|
|
September 30 2013 |
|
Salaries and short-term employee benefits |
|
$ |
(1,895 |
) |
|
$ |
(2,229 |
) |
|
$ |
(6,530 |
) |
|
$ |
(7,089 |
) |
Share-based compensation |
|
|
(204 |
) |
|
|
(209 |
) |
|
|
(620 |
) |
|
|
(712 |
) |
Termination benefits |
|
|
(94 |
) |
|
|
|
|
|
|
(310 |
) |
|
|
(163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefits expense |
|
$ |
(2,193 |
) |
|
$ |
(2,438 |
) |
|
$ |
(7,460 |
) |
|
$ |
(7,964 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The change in non-cash working capital items in the consolidated statements of cash flows is
as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
(in thousands) |
|
September 30 2014 |
|
|
September 30 2013 |
|
Change in non-cash working capital items: |
|
|
|
|
|
|
|
|
Trade and other receivables |
|
$ |
(1,071 |
) |
|
$ |
(593 |
) |
Inventories |
|
|
7 |
|
|
|
(128 |
) |
Prepaid expenses and other assets |
|
|
243 |
|
|
|
(491 |
) |
Accounts payable and accrued liabilities |
|
|
1,726 |
|
|
|
(133 |
) |
Post-employment benefits |
|
|
(187 |
) |
|
|
(185 |
) |
Reclamation obligations |
|
|
428 |
|
|
|
(641 |
) |
|
|
|
|
|
|
|
|
|
Change in non-cash working capital items |
|
$ |
1,146 |
|
|
$ |
(2,171 |
) |
|
|
|
|
|
|
|
|
|
20. |
SEGMENTED INFORMATION |
Business Segments
The Company operates in two primary segments the Mining segment and the Services and Other segment. The Mining segment,
which has been further subdivided by major geographic regions, includes activities related to exploration, evaluation and development, mining, milling and the sale of mineral concentrates. The Services and Other segment includes the results of the
Companys environmental services business, management fees and commission income earned from UPC and general corporate expenses not allocated to the other segments.
18
For the nine months ended September 30, 2014, business segment results were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Canada Mining |
|
|
Asia Mining |
|
|
Africa Mining |
|
|
Services and Other |
|
|
Total |
|
Statement of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,883 |
|
|
|
6,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
(397 |
) |
|
|
|
|
|
|
(1,312 |
) |
|
|
(5,479 |
) |
|
|
(7,188 |
) |
Mineral property exploration |
|
|
(12,593 |
) |
|
|
(332 |
) |
|
|
(689 |
) |
|
|
|
|
|
|
(13,614 |
) |
General and administrative |
|
|
(11 |
) |
|
|
(746 |
) |
|
|
(853 |
) |
|
|
(4,431 |
) |
|
|
(6,041 |
) |
Impairmentmineral properties (note 9) |
|
|
(1,658 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,658 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,659 |
) |
|
|
(1,078 |
) |
|
|
(2,854 |
) |
|
|
(9,910 |
) |
|
|
(28,501 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) |
|
|
(14,659 |
) |
|
|
(1,078 |
) |
|
|
(2,854 |
) |
|
|
(3,027 |
) |
|
|
(21,618 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues supplemental: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,263 |
|
|
|
5,263 |
|
Management fees and commissions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,620 |
|
|
|
1,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,883 |
|
|
|
6,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
163 |
|
|
|
90 |
|
|
|
483 |
|
|
|
81 |
|
|
|
817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
83,030 |
|
|
|
348 |
|
|
|
2,364 |
|
|
|
3,813 |
|
|
|
89,555 |
|
Accumulated depreciation |
|
|
(8,515 |
) |
|
|
(233 |
) |
|
|
(1,737 |
) |
|
|
(1,912 |
) |
|
|
(12,397 |
) |
Mineral properties |
|
|
149,568 |
|
|
|
6,449 |
|
|
|
43,063 |
|
|
|
|
|
|
|
199,080 |
|
Intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
793 |
|
|
|
793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224,083 |
|
|
|
6,564 |
|
|
|
43,690 |
|
|
|
2,694 |
|
|
|
277,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2014, business segment results were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Canada Mining |
|
|
Asia Mining |
|
|
Africa Mining |
|
|
Services and Other |
|
|
Total |
|
Statement of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,351 |
|
|
|
2,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
(140 |
) |
|
|
|
|
|
|
(127 |
) |
|
|
(1,932 |
) |
|
|
(2,199 |
) |
Mineral property exploration |
|
|
(3,099 |
) |
|
|
(42 |
) |
|
|
(288 |
) |
|
|
|
|
|
|
(3,429 |
) |
General and administrative |
|
|
(1 |
) |
|
|
(115 |
) |
|
|
(246 |
) |
|
|
(1,173 |
) |
|
|
(1,535 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,240 |
) |
|
|
(157 |
) |
|
|
(661 |
) |
|
|
(3,105 |
) |
|
|
(7,163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) |
|
|
(3,240 |
) |
|
|
(157 |
) |
|
|
(661 |
) |
|
|
(754 |
) |
|
|
(4,812 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues supplemental: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,956 |
|
|
|
1,956 |
|
Management fees and commissions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
395 |
|
|
|
395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,351 |
|
|
|
2,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
For the nine months ended September 30, 2013, business segment results were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Canada Mining |
|
|
Asia Mining |
|
|
Africa Mining |
|
|
Services and Other |
|
|
Total |
|
Statement of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,994 |
|
|
|
7,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
(776 |
) |
|
|
|
|
|
|
(105 |
) |
|
|
(6,724 |
) |
|
|
(7,605 |
) |
Mineral property exploration |
|
|
(10,774 |
) |
|
|
(491 |
) |
|
|
(796 |
) |
|
|
|
|
|
|
(12,061 |
) |
General and administrative |
|
|
(5 |
) |
|
|
(564 |
) |
|
|
(628 |
) |
|
|
(4,720 |
) |
|
|
(5,917 |
) |
Impairment-mineral properties |
|
|
|
|
|
|
|
|
|
|
(35,655 |
) |
|
|
|
|
|
|
(35,655 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,555 |
) |
|
|
(1,055 |
) |
|
|
(37,184 |
) |
|
|
(11,444 |
) |
|
|
(61,238 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) |
|
|
(11,555 |
) |
|
|
(1,055 |
) |
|
|
(37,184 |
) |
|
|
(3,450 |
) |
|
|
(53,244 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues supplemental: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,750 |
|
|
|
6,750 |
|
Management fees and commissions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,244 |
|
|
|
1,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,994 |
|
|
|
7,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
903 |
|
|
|
89 |
|
|
|
794 |
|
|
|
83 |
|
|
|
1,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
90,762 |
|
|
|
506 |
|
|
|
1,175 |
|
|
|
4,243 |
|
|
|
96,686 |
|
Accumulated depreciation |
|
|
(9,062 |
) |
|
|
(359 |
) |
|
|
(770 |
) |
|
|
(1,975 |
) |
|
|
(12,166 |
) |
Mineral properties |
|
|
150,256 |
|
|
|
7,172 |
|
|
|
47,182 |
|
|
|
|
|
|
|
204,610 |
|
Intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,436 |
|
|
|
1,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
231,956 |
|
|
|
7,319 |
|
|
|
47,587 |
|
|
|
3,704 |
|
|
|
290,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2013, business segment results were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Canada Mining |
|
|
Asia Mining |
|
|
Africa Mining |
|
|
Services and Other |
|
|
Total |
|
Statement of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,801 |
|
|
|
2,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
(282 |
) |
|
|
|
|
|
|
(24 |
) |
|
|
(2,288 |
) |
|
|
(2,594 |
) |
Mineral property exploration |
|
|
(4,295 |
) |
|
|
(94 |
) |
|
|
(461 |
) |
|
|
|
|
|
|
(4,850 |
) |
General and administrative |
|
|
|
|
|
|
(161 |
) |
|
|
(158 |
) |
|
|
(1,646 |
) |
|
|
(1,965 |
) |
Impairment-mineral properties |
|
|
|
|
|
|
|
|
|
|
(35,655 |
) |
|
|
|
|
|
|
(35,655 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,577 |
) |
|
|
(255 |
) |
|
|
(36,298 |
) |
|
|
(3,934 |
) |
|
|
(45,064 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income (loss) |
|
|
(4,577 |
) |
|
|
(255 |
) |
|
|
(36,298 |
) |
|
|
(1,133 |
) |
|
|
(42,263 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues supplemental: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,397 |
|
|
|
2,397 |
|
Management fees and commissions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
404 |
|
|
|
404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,801 |
|
|
|
2,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue Concentration
The Companys business is such that, at any given time, it sells its environmental and other services to a relatively
small number of customers. During the nine months ended September 30, 2014, four customers from the services and other segment accounted for approximately 96% of total revenues consisting of 52%, 23%, 11% and 10% individually. During the nine
months ended September 30, 2013, five customers from the services and other segment accounted for approximately 97% of total revenues consisting of 49%, 15%, 12%, 11% and 10% individually.
20
21. |
RELATED PARTY TRANSACTIONS |
Uranium Participation Corporation
The Company is a party to a management services agreement with UPC. Under the terms of the agreement, the Company receives the
following fees from UPC: a) a commission of 1.5% of the gross value of any purchases or sales of uranium completed at the request of the Board of Directors of UPC; b) a minimum annual management fee of CAD$400,000 (plus reasonable
out-of-pocket expenses) plus an additional fee of 0.3% per annum based upon UPCs net asset value in excess of CAD$100,000,000; and 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 purchase or sale of uranium).
The following transactions were
incurred with UPC for the periods noted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
(in thousands) |
|
September 30 2014 |
|
|
September 30 2013 |
|
|
September 30 2014 |
|
|
September 30 2013 |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees |
|
$ |
395 |
|
|
$ |
404 |
|
|
$ |
1,175 |
|
|
$ |
1,244 |
|
Commission fees |
|
|
|
|
|
|
|
|
|
|
445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
395 |
|
|
$ |
404 |
|
|
$ |
1,620 |
|
|
$ |
1,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2014, accounts receivable includes $345,000 (December 31, 2013:
$148,000) due from UPC with respect to the fees and transactions indicated above.
Korea Electric Power Corporation (KEPCO)
In June 2009, Denison completed definitive agreements with KEPCO including a long-term offtake agreement (which has
been assigned to Energy Fuels Inc. (EFR) as part of the U.S. Mining Division transaction completed in June 2012) and a strategic relationship agreement. Pursuant to the strategic relationship agreement, KEPCO is entitled to subscribe for
additional common shares in Denisons future share offerings. The strategic relationship agreement also provides KEPCO with a right of first opportunity if Denison intends to sell any of its substantial assets, a right to participate in certain
purchases of substantial assets which Denison proposes to acquire and a right to nominate one director to Denisons board so long as its share interest in Denison is above 5.0%.
As at September 30, 2014, KEPCO holds 58,284,000 shares of Denison representing a share interest of approximately 11.5%.
Denison also holds a 60% interest in the Waterbury Lake Uranium Corporation (WLUC) and Waterbury Lake Uranium
Limited Partnership (WLULP) entities whose key asset is the Waterbury Lake property. The other 40% interest in these entities is held by a consortium of investors (KWULP) of which KEPCO is the primary holder. When a spending
program is approved by the participants, each participant is required to fund these entities based upon its respective ownership interest. Spending program approval requires 70% of the voting interest.
In January 2014, Denison agreed to allow KWULP to defer its funding obligations to WLUC and WLULP until September 30,
2015 in exchange for allowing Denison to carry out spending programs without obtaining the approval of 70% of the voting interest. As at September 30, 2014, KWULP has a funding obligation to WLUC and WLULP of CAD$802,000. Denison has recorded
its proportionate share of this amount of $429,000 (CAD$481,000) as a component of trade and other receivables.
Other
During the nine months ended September 30, 2014, the Company has incurred investor relations, administrative service fees
and other expenses of $42,000 (September 30, 2013: $165,000) with a company associated with the Chairman of the Company, and with a common President. At September 30, 2014, an amount of $nil (December 31, 2013: $nil) is due to this company.
During the nine months ended September 30, 2014, the Company has incurred legal fees of $273,000 (September 30,
2013: $1,145,000) from a law firm of which a director of the Company is a partner. At September 30, 2014, an amount of $nil (December 31, 2013: $82,000) is due to this legal firm.
21
During the nine months ended September 30, 2014, the Company has incurred
fees of $12,000 (September 30, 2013: $47,000) for air chartered services from a company associated with the Chairman of the Company. At September 30, 2014, an amount of $nil (December 31, 2013: $nil) is due to this company.
During the nine months ended September 30, 2014, the Company has provided executive services of $61,000 (September 30,
2013: $nil) to a company which has common directors with Denison. At September 30, 2014, an amount of $33,000 (December 31, 2013: $nil) is due from this company.
Compensation of Key Management Personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the Company, directly or indirectly. Key management personnel include the Companys executive officers, vice-presidents and members of its Board of Directors.
The following compensation was awarded to key management personnel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
(in thousands) |
|
September 30 2014 |
|
|
September 30 2013 |
|
|
September 30 2014 |
|
|
September 30 2013 |
|
Salaries and short-term employee benefits |
|
$ |
315 |
|
|
$ |
397 |
|
|
$ |
1,294 |
|
|
$ |
1,240 |
|
Share-based compensation |
|
|
129 |
|
|
|
138 |
|
|
|
396 |
|
|
|
447 |
|
Termination benefits |
|
|
|
|
|
|
|
|
|
|
158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key management personnel compensation |
|
$ |
444 |
|
|
$ |
535 |
|
|
$ |
1,848 |
|
|
$ |
1,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2014, Denison has recognized deferred tax recoveries of $2,710,000. The deferred
tax recovery includes the recognition of previously unrecognized Canadian tax assets of $3,588,000 offset by deferred tax expense of $3,275,000 relating to the February 2014 renunciation of the tax benefits associated with the Companys
CAD$14,950,000 flow-through share issue in May 2013.
23. |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that
prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:
|
|
|
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; |
|
|
|
Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
|
|
|
|
Level 3 Inputs that are not based on observable market data. |
The fair value of financial instruments which trade in active markets (such as 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 at September 30 is the closing price. In the absence of quoted market prices, observable market transactions have been used to
establish the fair value.
Except as otherwise disclosed, the fair values of cash and cash equivalents, trade and other
receivables, accounts payable and accrued liabilities, restricted cash and cash equivalents and debt obligations approximate their carrying values as a result of the short-term nature of the instruments, or the variable interest rate associated with
the instruments, or the fixed interest rate of the instruments being similar to market rates.
22
The following table illustrates the classification of the Companys
financial assets within the fair value hierarchy as at September 30, 2014 and December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Financial Instrument Category(1) |
|
Fair Value Hierarchy |
|
|
September 30 2014 Fair Value |
|
|
December 31, 2013 Fair Value |
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents |
|
Category D |
|
|
|
|
|
$ |
26,508 |
|
|
$ |
21,786 |
|
Trade and other receivables |
|
Category D |
|
|
|
|
|
|
5,020 |
|
|
|
4,148 |
|
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity instruments |
|
Category A |
|
|
Level 1 |
|
|
|
111 |
|
|
|
1,106 |
|
Equity instruments |
|
Category A |
|
|
Level 2 |
|
|
|
649 |
|
|
|
|
|
Equity instruments |
|
Category B |
|
|
Level 1 |
|
|
|
25 |
|
|
|
17 |
|
Debt instruments |
|
Category A |
|
|
Level 1 |
|
|
|
4,516 |
|
|
|
14,818 |
|
Restricted cash and equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elliot Lake reclamation trust fund |
|
Category C |
|
|
|
|
|
|
2,214 |
|
|
|
2,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
39,043 |
|
|
$ |
44,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Account payable and accrued liabilities |
|
Category E |
|
|
|
|
|
|
10,029 |
|
|
|
7,992 |
|
Debt obligations |
|
Category E |
|
|
|
|
|
|
48 |
|
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,077 |
|
|
$ |
8,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Financial instrument designations are as follows: Category A=Financial assets and liabilities at fair value through profit and loss; Category
B=Available for sale investments; Category C=Held to maturity investments; Category D=Loans and receivables; and Category E=Financial liabilities at amortized cost. |
24. |
COMMITMENTS AND CONTINGENCIES |
General Legal Matters
The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the
opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Companys financial position or results.
Third Party Indemnities
The Company remains a guarantor under a sales contract included in the sale of the U.S. Mining Division to EFR. The sales
contract requires deliveries of 200,000 pounds of U3O8 per year from 2013 to 2017 at a selling price of 95% of the long-term U3O8 price at the time of delivery. Should EFR not be able to deliver for any reason other than force majeure as defined under the
contract, the Company may be liable to the customer for incremental costs incurred to replace the contracted quantities if the unit price of the replacement quantity is greater than the contracted unit price selling amount. EFR has agreed to
indemnify the Company for any future liabilities it may incur related to this guarantee.
The Company has agreed to
indemnify EFR against any future liabilities it may incur in connection with ongoing litigation between Denison Mines (USA) Corp (DUSA) (a company acquired by EFR as part of the sale of the U.S. Mining Division) and a contractor in
respect of a construction project at the White Mesa mill. In the event that the matter is decided in DUSAs favour, the Company is entitled to any proceeds that are received or recovered by EFR pursuant to its indemnity. Both parties agreed to
resolve the dispute via binding arbitration and arbitration hearings for this matter were held in November 2013. In January 2014 an arbitration order was issued in DUSAs and Denisons favour. The contractor subsequently filed a motion to
vacate the arbitration award. Denison filed a response in opposition and, in July 2014, the court denied the motion to vacate the arbitration award The amount of damages which may be ultimately recoverable by the Company as a result of this ruling
are not known at this time.
23
Exhibit 3
DENISON MINES CORP.
Managements Discussion and Analysis
For the Nine Months
Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
INTRODUCTION
This Managements Discussion and Analysis (MD&A) of Denison Mines Corp. and its subsidiary companies and joint
arrangements (collectively, Denison or the Company) provides a detailed analysis of the Companys business and compares its financial results with those of the previous year. This MD&A is dated as of November 6,
2014 and should be read in conjunction with the Companys unaudited interim consolidated financial statements and related notes for the nine months ended September 30, 2014. The interim consolidated financial statements are prepared in
accordance with International Financial Reporting Standards (IFRS). Readers are also encouraged to consult the audited consolidated financial statements and MD&A for the year ended December 31, 2013. All dollar amounts are
expressed in U.S. dollars, unless otherwise noted.
Other continuous disclosure documents, including the Companys press releases,
quarterly and annual reports, Annual Information Form and Form 40-F are available through its filings with the securities regulatory authorities in Canada at www.sedar.com and the United States at www.sec.gov/edgar.shtml.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this MD&A constitutes forward-looking information, within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and similar Canadian legislation concerning the business, operations and financial performance and condition of Denison.
Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as plans,
expects or does not expect, is expected, budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or
believes, or variations of such words and phrases or state that certain actions, events or results may, could, would, might or will be taken, occur, be
achieved or has the potential to.
Forward looking statements are based on the opinions and estimates of management as
of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those
expressed or implied by such forward-looking statements. Denison believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such
forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following:
the likelihood of completing and benefits to be derived from corporate transactions; the estimates of Denisons mineral reserves and mineral resources; expectations regarding the toll milling of Cigar Lake ores; capital expenditure programs,
estimated exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium (U3O8); possible impacts of litigation and regulatory actions on Denison; exploration, development and expansion plans and objectives; expectations regarding adding to its mineral reserves and
resources through acquisitions and exploration; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.
There can be no assurance that such statements will prove to be accurate, as Denisons actual results and future events could differ
materially from those anticipated in this forward-looking information as a result of the factors discussed under the heading Risk Factors in Denisons Annual Information Form dated March 14, 2014 available at www.sedar.com, and
in its Form 40-F available at www.sec.gov/edgar.shtml.
Accordingly, readers should not place undue reliance on forward-looking
statements. These factors are not, and should not be construed as being exhaustive. Statements relating to mineral reserves or mineral resources are deemed to be forward-looking information, as they involve the implied
assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this
cautionary statement. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Denisons expectations
except as otherwise required by applicable legislation.
Cautionary Note to United States Investors Concerning Estimates of Measured,
Indicated and Inferred Mineral Resources: This MD&A may use the terms measured, indicated and inferred mineral resources. United States investors are advised that while such terms are recognized and
required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. Inferred mineral resources have a great amount of uncertainty as to their existence, and as to their economic and legal
feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic
studies. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any
part of an inferred mineral resource exists, or is economically or legally mineable.
- 1 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
2014 HIGHLIGHTS
|
|
|
The Company completed its summer drilling programs at Wheeler River, Crawford Lake and Bachman Lake in the Athabasca Basin. The summer program
involved 19,126 metres of diamond drilling in 27 drill holes, with a focus on the Companys recent discovery of high grade uranium mineralization at the Gryphon Zone on the Wheeler River property. |
|
|
|
At the Companys 60% owned Wheeler River property, a total of 14,937 metres was completed in 20 drill holes during the summer program. All of
the drilling occurred at or around the newly discovered Gryphon Zone. The Gryphon Zone was discovered earlier this year with drill hole WR-556, which intersected high grade basement hosted uranium mineralization returning 15.3% U3O8 over 4.0 metres. The highlights from the summer drilling program include drill holes WR-569A,
WR-573D1 and WR-574. Drill hole WR-569A intersected a wide zone of alteration and mineralization with several high grade intervals, including 9.41% eU3O8 over 3.7 metres and 5.27% eU3O8 over 5.9 metres. Drill hole WR-573D1 intersected
15.8% eU3O8 over 2.3 metres. Drill hole WR-574 intersected 7.0% eU3O8 over 2.0 metres and 9.8% eU3O8 over 2.5 metres. |
|
|
|
On August 12, 2014, the Company completed a CAD$15.0 million ($13.7 million) bought deal private placement for the issuance of
9,257,500 flow-through common shares at a price of CAD$1.62 per share. The proceeds from the financing will fund the Companys Canadian exploration activities through to the end of 2015. |
|
|
|
Construction and commissioning activities continued at the McClean Lake mill during the quarter, including the final stages of commissioning of the
Hydrogen Mitigation modifications to the leach circuit. On September 8, 2014, the McClean Lake Mill was officially restarted and operators at McClean Lake began leaching McClean Lake ore slurry using the newly commissioned modified leach
circuit. Ore from the Cigar Lake joint venture (CLJV) was introduced into the mill circuit towards the end of September, leading to the production of the first packaged uranium from CLJV in early October. Production for 2014 is estimated
to be up to 600,000 pounds U3O8 for the CLJV and up to 115,000 pounds U3O8 (Denisons share, 26,000 pounds U3O8) for the McClean Lake joint venture
(MLJV). |
ABOUT DENISON
Denison was formed under the laws of Ontario and is a reporting issuer in all of the Canadian provinces. Denisons common shares are
listed on the Toronto Stock Exchange (the TSX) under the symbol DML and on the NYSE MKT under the symbol DNN.
Denison is a uranium exploration and development company with interests in exploration and development projects in Canada, Zambia, Mali,
Namibia and Mongolia. Including the high grade Phoenix deposit, located on its 60% owned Wheeler project, Denisons exploration project portfolio consists of numerous projects covering over 470,000 hectares in the eastern Athabasca Basin region
of Saskatchewan. Denisons interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake joint venture, which includes several uranium deposits and the McClean Lake uranium mill, one of the worlds largest uranium
processing facilities, plus a 25.17% interest in the Midwest deposit and a 60% interest in the J Zone deposit on the Waterbury property. Both the Midwest and J Zone deposits are located within 20 kilometres of the McClean Lake mill. Internationally,
Denison owns 100% of the conventional heap leach Mutanga project in Zambia, 100% of the uranium/copper/silver Falea project in Mali, a 90% interest in the Dome project in Namibia, and an 85% interest in the in-situ recovery projects held by the
Gurvan Saihan joint venture (GSJV) in Mongolia.
Denison is engaged in mine decommissioning and environmental services through
its Denison Environmental Services (DES) division and is the manager of Uranium Participation Corporation (UPC), a publicly traded company which invests in uranium oxide and uranium hexafluoride.
- 2 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
SELECTED QUARTERLY FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
(in thousands) |
|
As at September 30, 2014 |
|
|
As at December 31, 2013 |
|
|
|
|
Financial Position: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
26,508 |
|
|
$ |
21,786 |
|
Short term investments |
|
|
4,516 |
|
|
|
10,040 |
|
Long term investments |
|
|
785 |
|
|
|
5,901 |
|
|
|
|
|
|
|
|
|
|
Cash, equivalents and investments |
|
$ |
31,809 |
|
|
$ |
37,727 |
|
Working capital |
|
$ |
25,443 |
|
|
$ |
29,391 |
|
Property, plant and equipment |
|
$ |
276,238 |
|
|
$ |
281,010 |
|
Total assets |
|
$ |
320,581 |
|
|
$ |
330,969 |
|
Total long-term liabilities |
|
$ |
37,714 |
|
|
$ |
41,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
(in thousands, except for per share amounts) |
|
September 30, 2014 |
|
|
September 30, 2013 |
|
|
September 30, 2014 |
|
|
September 30, 2013 |
|
|
|
|
|
|
Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
2,351 |
|
|
$ |
2,801 |
|
|
$ |
6,883 |
|
|
$ |
7,994 |
|
Net income (loss) from continuing operations |
|
|
(2,820 |
) |
|
|
(45,477 |
) |
|
|
(27,051 |
) |
|
|
(53,376 |
) |
Basic and diluted earnings (loss) per share |
|
|
(0.01 |
) |
|
|
(0.10 |
) |
|
|
(0.06 |
) |
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2014 |
|
|
2014 |
|
|
2013 |
|
(in thousands, except for per share amounts) |
|
Q3 |
|
|
Q2 |
|
|
Q1 |
|
|
Q4 |
|
|
|
|
|
|
Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
2,351 |
|
|
$ |
2,358 |
|
|
$ |
2,174 |
|
|
$ |
2,413 |
|
Net income (loss) from continuing operations |
|
|
(2,820 |
) |
|
|
(11,564 |
) |
|
|
(12,667 |
) |
|
|
(30,459 |
) |
Basic and diluted earnings (loss) per share - from continuing operations |
|
|
(0.01 |
) |
|
|
(0.02 |
) |
|
|
(0.03 |
) |
|
|
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
2013 |
|
|
2013 |
|
|
2012 |
|
(in thousands, except for per share amounts) |
|
Q3 |
|
|
Q2 |
|
|
Q1 |
|
|
Q4 |
|
|
|
|
|
|
Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
2,801 |
|
|
$ |
2,902 |
|
|
$ |
2,291 |
|
|
$ |
2,596 |
|
Net income (loss) from continuing operations |
|
|
(45,477 |
) |
|
|
(2,430 |
) |
|
|
(5,469 |
) |
|
|
(4,605 |
) |
Net income (loss) from discontinued operations(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155 |
|
Basic and diluted earnings (loss) per share - from continuing operations |
|
|
(0.10 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
- from discontinued operations(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
On June 29, 2012, the Company completed a transaction with Energy Fuels Inc. (EFR) whereby the Company sold subsidiaries holding
all of its mining assets and operations located in the United States (the U.S. Mining Division). The Company has restated the presentation of the applicable prior years statement of comprehensive income to disclose the results of
its U.S. Mining Division as a discontinued operation. |
- 3 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
RESULTS OF OPERATIONS
Revenues
Services and Other
Revenue from DES for the three and nine months ended September 30, 2014 was $1,956,000 and $5,263,000 compared to $2,397,000 and
$6,750,000 in the same periods in 2013. The decrease in revenue in 2014 was mainly due to a reduction in activity on certain care and maintenance projects, and an unfavourable fluctuation in foreign exchange rates applicable on the translation of
Canadian dollar revenues.
Revenue from the Companys management contract with UPC, for the three and nine months ended
September 30, 2014, was $395,000 and $1,620,000 compared to $404,000 and $1,244,000 in the same periods in 2013. The increase in revenue is mainly due to commissions earned in 2014, relating to UPCs purchases of uranium.
Operating Expenses
Mining
In Canada, the expansion and modifications at the McClean Lake mill continued through 2014 with the CLJV continuing to pay nearly all of the
expenses under the terms of a toll milling agreement. Construction and commissioning of the Hydrogen Mitigation modifications were completed during the third quarter.
On September 8, 2014, the McClean Lake Mill was officially restarted with leaching of McClean Lake ore using the newly commissioned
modified leach circuit. The first shipment of high grade ore from Cigar Lake was received at the McClean Lake mill in the first quarter of 2014, followed by a temporary suspension of ore shipments by the CLJV to allow for additional freezing to
occur in certain areas of the Cigar Lake mine. Ore deliveries to the mill resumed during the first week of September and high grade ore was introduced into the mill circuit towards the end of September. The first drums of CLJV uranium were packaged
in early October.
Denisons share of operating costs in Canada, for the three and nine months ended September 30, 2014, totaled
$140,000 and $397,000 compared to $282,000 and $776,000 for the three and nine months ended September 30, 2013. Operating costs decreased in 2014 primarily due to reductions in expenditures on the Surface Access Borehole Resource Extraction
(SABRE) program, which is not part of the stand-by costs paid by the CLJV.
In Africa, engineering studies, a metallurgical
test work program and environmental programs originally initiated by Rockgate Capital Corp., on the recently acquired Falea project, were completed in the first half of 2014. Operating expenses in Africa for the three and nine months ended
September 30, 2014 totaled $127,000 and $1,312,000, and were primarily attributable to the Falea project. Operating expenses in Africa for the three and nine months ended September 30, 2013, by comparison, totaled $24,000 and $105,000.
Services and Other
Operating
expenses include costs relating to DES of $1,764,000 and $4,967,000 for the three and nine months ended September 30, 2014, as compared to $2,117,000 and $6,156,000 for the same period in 2013. DES costs decreased in 2014 mainly due to a
reduction in activity at certain care and maintenance sites, and a favourable fluctuation in foreign exchange rates applicable on the translation of Canadian dollar expenses.
Mineral Property Exploration
Denison is
engaged in uranium exploration and/or development in Canada, Zambia, Mali, Namibia, Niger and Mongolia. While the Company has material interests in uranium projects in Asia and Africa, the Company is focused primarily on the eastern Athabasca Basin,
in Saskatchewan, Canada, with numerous projects covering over 470,000 hectares.
Global exploration expenditures for the three and nine
months ended September 30, 2014 were $3,429,000 and $13,614,000, with 92.5% of exploration expenditures being incurred in Canada during the first nine months of 2014, compared to $4,850,000 and $12,061,000 for the three and nine months ended
September 30, 2013. The increase in global exploration expenditures in 2014 is mainly due to an increase in exploration activity in Canada offset by declines in exploration activity in Zambia and Mongolia.
- 4 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
The Companys land position in the eastern Athabasca Basin, as of September 30,
2014, is illustrated below:
- 5 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
Denisons share of exploration spending on its Canadian properties totaled $3,099,000 and $12,593,000 for the three and
nine months ended September 30, 2014 as compared to $4,295,000 and $10,774,000 for the three and nine months ended September 30, 2013. Since the start of 2014, the following exploration activities were completed as of September 30,
2014.
Canadian Exploration Activities
|
|
|
|
|
|
|
Property |
|
Denisons Ownership |
|
Drilling in metres |
|
Other Activities |
|
|
|
|
|
|
|
|
|
|
|
Wheeler River |
|
60% |
|
29,591 (47 holes) |
|
Geophysical surveys |
|
|
|
|
Bachman Lake |
|
100% |
|
1,194 (2 holes) |
|
- |
|
|
|
|
Bell Lake |
|
100% |
|
6,180 (11 holes) |
|
Geophysical surveys |
|
|
|
|
Black Bear |
|
100% |
|
450 (2 holes) |
|
- |
|
|
|
|
Candle Lake |
|
42.61%(1) |
|
- |
|
Geophysical surveys |
|
|
|
|
Crawford Lake |
|
100% |
|
2,995 (5 holes) |
|
Geophysical surveys |
|
|
|
|
Hatchet Lake |
|
50%(1) |
|
2,030 (10 holes) |
|
- |
|
|
|
|
Johnston Lake |
|
100% |
|
- |
|
Geophysical surveys |
|
|
|
|
Mann Lake |
|
30% |
|
9,838 (13 holes)(2) |
|
- |
|
|
|
|
Marten |
|
50% |
|
- |
|
Geophysical Surveys |
|
|
|
|
McClean Lake |
|
22.5% |
|
2,515 (9 holes) |
|
- |
|
|
|
|
Murphy Lake |
|
50%(1) |
|
- |
|
Geophysical Surveys |
|
|
|
|
Lynx Lake |
|
56.82%(1) |
|
710 (1 hole) |
|
- |
|
|
|
|
Moore Lake |
|
100% |
|
4,100 (10 holes) |
|
Geophysical surveys |
|
|
|
|
Park Creek |
|
49% |
|
1,910 (6 holes) |
|
Geophysical surveys |
|
|
|
|
Waterbury Lake |
|
60% |
|
3,100 (9 holes) |
|
Geophysical surveys |
|
|
|
|
Wolverine |
|
50% |
|
- |
|
Geophysical surveys |
|
|
|
|
Wolly |
|
22.5% |
|
3,130 (17 holes) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
67,743 (142 holes) |
|
|
|
|
|
|
|
|
|
(1) |
The Companys ownership in these projects is as at December 31, 2013. Some of the partners in these projects may not fund the 2014
programs and as a result, Denisons interest may increase. |
(2) |
Exploration activities were performed by International Enexco Ltd (IEC) prior to Denisons acquisition of IEC on June 6, 2014.
|
- 6 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
Wheeler River
Gryphon Zone
A total of 14,937 metres has been completed in 20 drill holes during the summer 2014 drill program, which followed up on the
Gryphon Zone discovery of high grade basement hosted mineralization. The summer program included the successful extension of two historic drill holes. The extension drill holes, ZK-04EXT and ZK-06EXT, along with WR-565 have tested geological targets
up dip of the main mineralized zones on the original discovery section. The highlights from the summer drilling program include drill holes WR-569A, WR-573D1 and WR-574. Drill hole WR-569A intersected a wide zone of alteration and mineralization
with several high grade intervals, including 9.41% eU3O8 over 3.7 metres and 5.27%
eU3O8 over 5.9 metres. Drill hole WR-573D1 intersected 15.8% eU3O8 over 2.3 metres and WR-574 intersected 7.0% eU3O8 over 2.0 metres and 9.8% eU3O8 over 2.5 metres.
The summer program followed up a successful winter program on Gryphon. During the winter program, drill hole WR-556
intersected basement hosted uranium mineralization returning an assay of 15.3% U3O8 over 4.0 metres, and a follow-up hole, drill hole
WR-560, also intersected high grade basement hosted uranium mineralization returning an assay of 21.2% U3O8 over 4.5 metres.
The mineralization at the Gryphon Zone is at depths of approximately 700 to 800 metres below surface and plunges shallowly to
the northeast. It is open in both the up-plunge and down-plunge directions. Gryphon is located 3.0 kilometres northwest of the Phoenix deposit.
Phoenix Deposit
During the winter exploration program, a total of 11 drill holes were completed at Zone A of the Phoenix deposit, which
focused on expanding the zone of higher grade mineralization. The program was successful and was highlighted by drill hole WR-548, which returned an assay of 36.83% U3O8 over 6.5 metres.
An updated mineral resource estimate was completed
in June 2014, in accordance with the requirements of NI 43-101. The Company reported an indicated mineral resource estimate for the Phoenix deposit of 70,200,000 pounds U3O8 based on 166,400 tonnes of mineralization at an average grade of 19.13% U3O8,
representing a 34% increase in indicated pounds U3O8 over the last estimate completed in 2012. Additionally, the total inferred mineral
resource is now estimated to contain 1,100,000 pounds U3O8 based on 8,600 tonnes of mineralization with an average grade of 5.80% U3O8.
Other Properties
Denison participated in 17 other exploration programs in the eastern Athabasca Basin (14 of which were operated by
Denison) during the nine months ended September 30, 2014. The other programs included 12 drilling programs (9 of which were operated by Denison). All drilling activity for the year was completed as at September 30, 2014.
Crawford Lake and Bachman Lake A total of 4,189 metres of drilling was completed in seven holes at Crawford Lake
and Bachman Lake. Although no significant mineralization was intersected, the drilling was successful in extending a large zone of sandstone and basement alteration on the CR-2 and CR-5 conductors, roughly along trend to the south of the Millennium
deposit. Follow-up drilling is required in this area and is expected to be a priority for Denison in 2015.
Waterbury
Lake Exploration drilling was completed along the western strike extension of the Discovery Bay corridor, west of the J Zone uranium deposit, and also at the Oban target area, three kilometres north of the J Zone deposit. Weak uranium
mineralization was intersected in one drill hole in the Discovery Bay corridor and in two drill holes at the Oban target area. The best down-hole probe result was WAT14-406A, at Oban, which intersected 0.09% eU3O8 over 3.0 metres from 250 to 253 metres at the sub-Athabasca unconformity. The mineralization is associated with graphitic fault zones and
strong hydrothermal alteration. Denison is encouraged by these results as the zone is open along strike in both directions. A significant amount of follow up drilling will be required.
- 7 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
Hatchet Lake A 2,030 metre, 10 hole program of diamond drilling
was completed. A broad zone of weak uranium mineralization was observed near the unconformity in drill hole RL-14-19, which intersected 0.025%
U3O8 over 8.5 metres from 124.2 to 132.7 metres. Additionally, significant base metal mineralization comprised of 3.3% Pb, 0.27% Zn and
19.6 g/t Ag over 9.6 metres was intersected in drill hole RL-14-27 from 148.0 to 163.4 metres. Additional drilling is planned for the property in 2015.
Bell Lake Eleven drill holes were completed during the winter program. Weak uranium mineralization was
intersected in several holes, with the best down-hole probe results being returned from the Bell South grid area. Drill hole BL-14-22 intersected 0.028% eU3O8 over 2.5 metres from 517.1 to 519.6 metres at the sub-Athabasca unconformity, including 0.065% eU3O8 over 0.6 metres in a massive clay and hematite altered zone. Denison is encouraged by the alteration in the sandstone and basement in several of the drill holes at Bell South, and follow up
drilling is planned for 2015. Bell Lake is located along the Stony Rapids seasonal road, 37 kilometres northwest of the McClean Lake mill.
Wolly and McClean Lake At the Wolly and McClean Lake projects, operated by AREVA Resources Canada Inc., a total
of 5,645 metres of exploration drilling was completed in 26 drill holes during the winter and summer programs. The most notable results included significant alteration and structure in both the sandstone and basement at the JEB South target area,
approximately 2 km from the McClean Lake mill on the Wolly property.
Mann Lake At the Mann Lake project,
operated by Cameco Corp., drill hole MN-060 targeted the extension of weak mineralization encountered 300 metres along strike to the north in drill hole MN-047. In March of this year, IEC reported that MN-060 intersected high grade uranium
mineralization consisting of 2.31% eU3O8 over 5.1 metres at the sub-Athabasca unconformity. This was followed by drill hole MN-065, which
intersected 3.73% eU3O8 over 1.2 metres half-way between MN-060 and MN-047. IEC reported that known mineralization now extends 300 metres
and is open along strike in both directions.
Exploration expenditures of $203,000 and $411,000 were incurred during the three and nine months ended September 30,
2014. During the nine month period, the Company completed geological mapping, geochemical sampling and excavator trenching programs at the Companys Mutanga project. Significant zones of anomalously elevated radioactivity were encountered and
geochemical results are pending. During the comparable periods in 2013, exploration expenditures totaled $461,000 and $796,000.
Exploration expenditures of $68,000 and $220,000 were incurred during the three and nine months ended September 30, 2014.
Exploration activity during the nine month period has been limited to a modest field program consisting of geological mapping and surficial geochemistry orientation surveys on Denisons 100% owned Falea project. These programs were completed
during the second quarter.
In March 2014, Rio Tinto Mining and Exploration Limited (Rio) terminated its option to earn an interest in the
Dome project under the provisions of an earn-in agreement between the parties. Rio discontinued activities at the site at the end of February 2014. The Company assumed operatorship of the project and continues to evaluate options for moving forward
with the Dome project.
Exploration expenditures on the Companys GSJV properties totaled $42,000 and $332,000 for the three and nine months
ended September 30, 2014, compared to $94,000 and $491,000 for the three and nine months ended September 30, 2013. Expenditures in Mongolia during the current year relate primarily to annual license payments required to maintain the GSJV
properties in good standing, while the Company continues to explore strategic alternatives regarding its ownership interest in the GSJV. The Company currently has an 85% interest in the GSJV, with Mon-Atom LLC holding the remaining 15% interest.
- 8 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
General and Administrative
General and administrative expenses totaled $1,535,000 and $6,041,000 for the three and nine months ended September 30, 2014 compared with
$1,965,000 and $5,917,000 for the three months and nine months ended September 30, 2013. These expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other public
company expenditures. General and administrative expenditures for the nine months ended 2014 were comparable to the same period in 2013.
Impairment
Mineral Properties
During the first quarter of 2014, the Company allowed some of its land holdings, obtained through the
acquisition of JNR Resources Inc. in 2013, to lapse. The Company has recognized an impairment charge of $1,658,000 to reflect the abandonment of these holdings. During the third quarter of 2013, the Company recorded an impairment charge of
$35,655,000 to reduce the carrying value of the Companys Mutanga project, in Zambia, to its estimated recoverable amount.
Other Income and
Expenses
The Company recognized other income of $1,406,000 and other expenses of $8,005,000 for the three and nine months ended
September 30, 2014. This compares with other expenses of $3,274,000 and $2,874,000 for the three and nine months ended September 30, 2013. The difference during the comparable nine month period is primarily due to an increase in foreign
exchange losses, partially offset by gains on the revaluation of investments to fair market value, the gain on sale of land holdings related to the Way Lake and Yurchison Lake properties of $202,000, and a payment received of $229,000 from Strateco
Resources Inc. (Strateco) in accordance with the option agreement with Strateco to earn up to a 60% interest in Denisons Jasper Lake property.
The Company recorded foreign exchange losses of $8,566,000 during the nine months ended September 30, 2014, as compared to foreign
exchange losses of $2,333,000 during the nine months ended September 30, 2013. The Company also recognized $88,000 in gains on investments carried at fair market value during the nine months ended September 30, 2014, as compared to losses
of $1,103,000 on investments during the nine months ended September 30, 2013.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $26,508,000 at September 30, 2014 compared with $21,786,000 at December 31, 2013. The increase of
$4,722,000 was primarily due to net cash provided by investing activities and financing activities of $8,652,000 and $14,054,000, respectively, partly offset by net cash used in operations of $16,747,000.
Net cash used in operating activities of $16,747,000 during the nine months ended September 30, 2014 is comprised of a net loss for the
period adjusted for non-cash items and changes in working capital items. Significant changes in working capital items during the period include an increase of $1,071,000 in trade and other receivables, offset by an increase of $1,726,000 in accounts
payable and accrued liabilities. The increase in accounts payable and accrued liabilities is mainly due to the increase in activity at the McClean Lake mill.
Net cash provided by investing activities of $8,652,000 consists primarily of cash provided by the sale or maturity of investments in debt and
equity instruments accounting for $9,529,000, partly offset by $733,000 in cash spent on property, plant and equipment.
Net cash provided
by financing activities of $14,054,000 consists primarily of net proceeds received on the issuance of flow-through common shares. On August 12, 2014, the Company closed a CAD$15.0 million ($13.7 million) private placement for the issuance of
9,257,500 flow-through common shares at a price of CAD$1.62 per share. The proceeds will be used to fund the Companys Canadian exploration programs through to the end of 2015. Other financing activities included the issuance of common shares
for stock options and warrants exercised for $946,000 and $304,000, respectively.
On January 31, 2014, the Company entered into a
revolving term credit facility (the Credit Facility) for CAD$15,000,000. The use of the Credit Facility is restricted to the issuance of non-financial letters of credit and contains a covenant to maintain a certain level of tangible net
worth, which must be greater than or equal to $150,000,000. The Credit Facility terminates on January 31, 2015. At September 30, 2014, the Company is in compliance with the covenants of the Credit Facility, and CAD$9,698,000 of the Credit
Facility was being used as collateral for certain letters of credit.
- 9 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
The Company 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 McClean Lake
and Midwest projects. Letters of credit issued under the Credit Facility are subject to a fee of 2.0% per annum and the balance is subject to a standby fee of 0.75%.
TRANSACTIONS WITH RELATED PARTIES
Uranium
Participation Corporation
The Company is a party to a management services agreement with UPC. Under the terms of the agreement,
the Company receives the following fees from UPC: a) a commission of 1.5% of the gross value of any purchases or sales of uranium completed at the request of the Board of Directors of UPC; b) a minimum annual management fee of CAD$400,000 (plus
reasonable out-of-pocket expenses) plus an additional fee of 0.3% per annum based upon UPCs net asset value in excess of CAD$100,000,000; and c) a fee, at the discretion of the Board of Directors of UPC, for on-going monitoring or work
associated with a transaction or arrangement (other than a financing, or the purchase or sale of uranium).
The management services
agreement was entered into on April 1, 2013 and has a three-year term. The agreement may be terminated by either party upon the provision of 120 days written notice.
Management fees were incurred with UPC for the periods noted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30 |
|
|
September 30 |
|
|
September 30 |
|
|
September 30 |
|
(in thousands) |
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees |
|
$ |
395 |
|
|
$ |
404 |
|
|
$ |
1,175 |
|
|
$ |
1,244 |
|
Commission fees |
|
|
|
|
|
|
|
|
|
|
445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
395 |
|
|
$ |
404 |
|
|
$ |
1,620 |
|
|
$ |
1,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2014, accounts receivable includes $345,000 (December 31, 2013: $148,000) due from UPC
with respect to the fees and transactions discussed above.
Korea Electric Power Corporation (KEPCO)
In June 2009, Denison completed definitive agreements with KEPCO including a long-term offtake agreement (which has been assigned to EFR as
part of the sale of the U.S. Mining Division) and a strategic relationship agreement. Pursuant to the strategic relationship agreement, KEPCO is entitled to subscribe for additional common shares in Denisons future share offerings, a right of
first opportunity if Denison intends to sell any of its substantial assets and a right to participate in certain purchases of substantial assets which Denison proposes to acquire. KEPCO is also entitled to nominate one director to Denisons
board of directors, so long as its share interest in Denison is above 5.0%.
As at September 30, 2014, KEPCO holds 58,284,000 shares
of Denison representing a share interest of approximately 11.5%.
Denison also holds a 60% interest in Waterbury Lake Uranium Corporation
(WLUC) and Waterbury Lake Uranium Limited Partnership (WLULP) entities whose key asset is the Waterbury Lake property. The other 40% interest in these entities is held by a consortium of investors (KWULP) of which
KEPCO is the primary holder. When a spending program is approved by the participants, each participant is required to fund these entities based upon its respective ownership interest. Spending program approval requires 70% of the voting interest.
- 10 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
In January 2014, Denison agreed to allow KWULP to defer its funding obligations to WLUC and
WLULP until September 30, 2015 in exchange for allowing Denison to carry out spending programs without obtaining the approval of 70% of the voting interest. As at September 30, 2014, KWULP has a funding obligation to WLUC and WLULP of
CAD$802,000. Denison has recorded its proportionate share of this amount of $429,000 (CAD$481,000) as a component of trade and other receivables.
Other
During the three and nine
months ended September 30, 2014, the Company has incurred the following with related parties:
|
|
|
Investor relations, administrative service fees, and other expenses of $14,000 and $42,000 (2013: $120,000 and $165,000) were incurred with a
company having a common President and also associated with the Chairman of Denison. At September 30, 2014, an amount of $nil (December 31, 2013: $nil) was due to this company. |
|
|
|
Air chartered services of $nil and $12,000 (2013: $31,000 and $47,000) were incurred with a company associated with the Chairman of Denison. At
September 30, 2014, an amount of $nil (December 31, 2013: $nil) was due to this company. |
|
|
|
Legal fees and associated costs of $39,000 and $273,000 (2013: $400,000 and $1,145,000) were incurred with a law firm of which a director of
Denison is a partner. At September 30, 2014, an amount of $nil (December 31, 2013: $82,000) was due to this law firm. |
|
|
|
Executive services of $33,000 and $61,000 were provided to a company that has common directors with Denison. At September 30, 2014, an amount
of $33,000 (December 31, 2013: $nil) was due to Denison. There were no executive services provided during 2013. |
Compensation of
Key Management Personnel
Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the Company, directly or indirectly. Key management personnel include the Companys executive officers, vice-presidents and members of its Board of Directors.
The following compensation was awarded to key management personnel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30 |
|
|
September 30 |
|
|
September 30 |
|
|
September 30 |
|
(in thousands) |
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
Salaries and short-term employee benefits |
|
$ |
315 |
|
|
$ |
397 |
|
|
$ |
1,294 |
|
|
$ |
1,240 |
|
Share-based compensation |
|
|
129 |
|
|
|
138 |
|
|
|
396 |
|
|
|
447 |
|
Termination benefits |
|
|
|
|
|
|
|
|
|
|
158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key management personnel compensation |
|
$ |
444 |
|
|
$ |
535 |
|
|
$ |
1,848 |
|
|
$ |
1,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
OUTSTANDING SHARE DATA
At
November 6, 2014, there were 505,868,984 common shares issued and outstanding, stock options exercisable for 6,225,574 Denison common shares, and warrants exercisable for 1,222,802 Denison common shares for a total of 513,317,270 common shares
on a fully-diluted basis.
- 11 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
CONTROLS AND PROCEDURES
The Companys management is responsible for establishing and maintaining an adequate system of internal control over financial reporting.
Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation.
There has not been any change in the Companys internal control over financial reporting that occurred
during the nine months ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
OUTLOOK FOR 2014
At the end of the
second quarter, the Company modified its outlook for toll milling fees, uranium sales, and development / operating expenses for 2014, as a result of the temporary suspension of mining at Cigar Lake. At the end of the third quarter, the
Companys outlook for exploration expenditures, toll milling fees, uranium sales, and development / operating expenses has been further refined, with the Company having completed substantially all of its 2014 exploration program and the
commencement of processing of Cigar Lake ore at the McClean Lake mill.
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Previous Budget 2014 (1) |
|
|
Current Outlook 2014 (1) |
|
|
Actual to September 30, 2014 (1)(3) |
|
Canada (2) |
|
|
|
|
|
|
|
|
|
|
|
|
Mineral sales |
|
$ |
1,155 |
|
|
$ |
|
|
|
$ |
|
|
Toll milling fees |
|
|
850 |
|
|
|
194 |
|
|
|
|
|
Exploration |
|
|
(14,276 |
) |
|
|
(13,819 |
) |
|
|
(13,030 |
) |
Development/operations |
|
|
(1,564 |
) |
|
|
(964 |
) |
|
|
(410 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,835 |
) |
|
|
(14,589 |
) |
|
|
(13,440 |
) |
Africa |
|
|
|
|
|
|
|
|
|
|
|
|
Mali |
|
|
(2,000 |
) |
|
|
(1,950 |
) |
|
|
(1,773 |
) |
Zambia |
|
|
(1,830 |
) |
|
|
(1,565 |
) |
|
|
(1,252 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,830 |
) |
|
|
(3,515 |
) |
|
|
(3,025 |
) |
Asia |
|
|
|
|
|
|
|
|
|
|
|
|
Mongolia |
|
|
(962 |
) |
|
|
(1,321 |
) |
|
|
(1,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(962 |
) |
|
|
(1,321 |
) |
|
|
(1,157 |
) |
Services and Other (2) |
|
|
|
|
|
|
|
|
|
|
|
|
Management fees and commissions |
|
|
1,996 |
|
|
|
1,996 |
|
|
|
1,513 |
|
Environmental services |
|
|
604 |
|
|
|
604 |
|
|
|
401 |
|
Corporate general and administration |
|
|
(4,433 |
) |
|
|
(5,079 |
) |
|
|
(4,173 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,833 |
) |
|
|
(2,479 |
) |
|
|
(2,259 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(20,460 |
) |
|
$ |
(21,904 |
) |
|
$ |
(19,881 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Only Denisons material operations are shown in the above table. |
(2) |
Budget figures have been converted using a US$ to CAD$ exchange rate of 0.95. Current outlook figures reflect actual exchange rates from the
translation of CAD$ denominated transactions during the first nine months of the year. |
(3) |
The Company budgets on a cash basis. As a result, the Actual figures represent a non-GAAP measure estimating cash spending. The differences between
Actual spend and GAAP are as follows: (1) Actual includes exploration expenditures of $463,000 funded by the Company, on the behalf of a project partner, that are not recorded in exploration expenses in the year; (2) Actual does not
include non-cash depreciation and amortization amounts of $991,000; (3) Actual does not include stock based compensation of $620,000; and (4) Actual includes expenditures that were absorbed to the balance sheet of $1,208,000.
|
- 12 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
Canada
Mineral Property Exploration
All field
activities for 2014 are now complete and the results are being compiled and interpreted. Annual assessment reports are being written, and planning is well under way for the 2015 exploration season, which will begin with winter programs starting in
January after freeze-up in northern Saskatchewan. The Companys current outlook for 2014 reflects a reduction in exploration spend as a result of a slight reduction in exploration activities planned for the summer program and a favourable
movement in foreign exchange rates on CAD$ denominated expenditures incurred during the nine months ended September 30, 2014.
Development/Operations
At McClean Lake,
production for 2014 is estimated to be up to 600,000 pounds U3O8 for CLJV and up to 115,000 pounds U3O8 for MLJV. The decision by CLJV to delay mining has resulted in a portion of the toll milling revenue originally expected during the second
half of 2014, from processing Cigar Lake ore at the McClean Lake mill, to be deferred to 2015. Denisons share of operating and capital expenditures at the mill in 2014 are estimated to be $642,000. The Companys share of uranium
production from McClean Lake ore is expected to be up to 26,000 pounds U3O8 and will be available for sale in 2015.
Due to low uranium prices, the Midwest and McClean underground projects will continue to remain on stand-by to the end of 2014. Total
expenditures on these projects are estimated to be $438,000 (Denisons share, $110,000). While significant milestones were achieved by the MLJV in the development of the SABRE mining technology in 2012 and 2013, a decision was made by the joint
venture to put this program on stand-by. During the year, the MLJV reprioritized program activities and budgets to include the removal and transport of fine uranium-bearing material from the SABRE site recirculation pond to the McClean Lake mill for
processing in 2014. As a result, SABRE expenditures in 2014 are estimated to be $858,000 (Denisons share, $193,000).
International
On its wholly owned Mutanga project in Zambia, the Company is compiling the results of the geological mapping, geochemical and
trenching programs to develop plans for 2015.
On its wholly owned Falea project in Mali, the Company is considering future plans for
continuing geological and geophysical field programs, in an effort to locate additional mineralization.
In Mongolia, the majority of 2014
expenditures are related to license fees required to maintain the property. Other costs are connected with the Companys strategic review efforts. The increase in expenditures is due to the strategic review lasting longer than expected.
Other Activities
Revenue from
operations at DES is estimated at $6.7 million and operating expenses are forecasted to be $6.1 million for 2014. Capital expenditures and reclamation funding are projected to be $594,000.
Management fees and commissions are generated from Denisons management services agreement with UPC.
Corporate general and administration expenses include all head office wages, benefits, office costs, public company expenses, legal, audit and
investor relations expenses. Corporate general and administration expenses are now forecasted to be $5.1 million due to an increase in projected expenditures related to the Companys recent merger and acquisition activities, incurred during the
year, which were not previously budgeted.
RISK FACTORS
There are a number of factors that could negatively affect Denisons business and the value of Denisons common shares, including the
factors listed in the Companys Annual Information Form dated March 14, 2014 available at www.sedar.com, and in the Companys Form 40-F available at www.sec.gov/edgar.shtml.
- 13 -
DENISON MINES CORP.
Managements Discussion and
Analysis
For the Nine Months Ended September 30, 2014
(Expressed in U.S. Dollars, unless otherwise noted)
QUALIFIED PERSON
The disclosure of scientific and technical information regarding Denisons properties in the MD&A was prepared by or reviewed by Steve
Blower, P. Geo., the Companys Vice President, Exploration, and Terry Wetz, P.E., the Executive Director of the GSJV, who are Qualified Persons in accordance with the requirements of NI 43-101. For a description of the quality assurance program
and quality control measures applied by Denison, please see Denisons Annual Information Form dated March 14, 2014 available at www.sedar.com, and its Form 40-F available at www.sec.gov/edgar.shtml.
- 14 -
Exhibit 4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Ron F. Hochstein, President and Chief Executive Officer of Denison Mines Corp., certify the following:
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the interim filings) of Denison
Mines Corp. (the issuer) for the interim period ended September 30, 2014. |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim
filings. |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other
financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
4. |
Responsibility: The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings, for the issuer.
|
5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuers other certifying officer(s) and I
have, as at the end of the period covered by the interim filings |
|
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being
prepared; and |
|
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with the issuers GAAP. |
5.1 |
Control framework: The control framework the issuers other certifying officer(s) and I used to design the issuers ICFR is
Internal Control Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
5.2 |
ICFR: Not applicable. |
5.3 |
Limitation on scope of design: Not applicable. |
6. |
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuers ICFR that occurred during the
period beginning on July 1, 2014 and ended on September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuers ICFR. |
Date: November 6, 2014
|
|
|
Signed by Ron F. Hochstein |
|
|
Name: |
|
Ron F. Hochstein |
Title: |
|
President and Chief Executive Officer |
Exhibit 5
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, David D. Cates, Vice President Finance, Tax and Chief Financial Officer of Denison Mines Corp., certify the following:
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the interim filings) of Denison
Mines Corp. (the issuer) for the interim period ended September 30, 2014. |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim
filings. |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other
financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
4. |
Responsibility: The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings, for the issuer.
|
5. |
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuers other certifying officer(s) and I
have, as at the end of the period covered by the interim filings |
|
(a) |
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|
(i) |
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being
prepared; and |
|
(ii) |
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
(b) |
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with the issuers GAAP. |
5.1 |
Control framework: The control framework the issuers other certifying officer(s) and I used to design the issuers ICFR is
Internal Control Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
5.2 |
ICFR: Not applicable. |
5.3 |
Limitation on scope of design: Not applicable. |
6. |
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuers ICFR that occurred during the
period beginning on July 1, 2014 and ended on September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuers ICFR. |
Date: November 6, 2014
|
|
|
Signed by David D. Cates |
|
|
Name: |
|
David D. Cates |
Title: |
|
Vice President Finance, Tax and Chief Financial Officer |
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