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: May 8, 2015
Commission File Number: 001-33414
Denison Mines Corp.
(Translation of registrant’s 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): [
]
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): [ ]
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 |
| Date: May 8, 2015 |
Sheila Colman |
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General Counsel and Corporate Secretary
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EXHIBIT INDEX
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 |
|
PRESS RELEASE
DENISON MINES CORP. REPORTS FIRST QUARTER 2015
RESULTS
Toronto, ON – May 6, 2015. Denison Mines Corp.
(“Denison” or the “Company”) (DML: TSX, DNN: NYSE MKT) today reported its
results for the three months ended March 31, 2015. All amounts in this release
are in U.S. dollars unless otherwise stated.
Highlights
| • |
Continued Exploration Success at the Wheeler River
Property: Denison completed a total of 17,700 metres in 26 drill
holes during the winter program, resulting in the expansion of the
Gryphon zone and the discovery of a new zone of uranium mineralization:
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| |
• |
Expansion of basement hosted uranium at the Gryphon
zone – Seven of the 12 drill holes targeting extensions of
the Gryphon zone intersected significant uranium mineralization. The zone
was extended up-plunge, down-plunge, and up-dip on two sections, with the
best result coming from drill hole WR- 584B, which intersected 9.0% eU3O8
over 4.6 metres in the up-plunge direction. |
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• |
Discovery of a new zone of unconformity hosted
uranium 800 metres to the south of Gryphon – 14 drill holes were
completed to explore for other areas of mineralization along strike to the
south of the Gryphon zone. The highlight was drill hole WR-597, which
intersected 2.8% eU3O8 over 4.0 metres at the unconformity, 800 metres to
the south of the Gryphon zone. |
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• |
Potential to add significant mineral resources at
Wheeler River: The Gryphon zone is considered a highly prospective
uranium discovery and has the potential to add significantly to the
estimate of mineral resources at Wheeler River, which already includes the
high grade Phoenix uranium deposit. |
| • |
Expansion of unconformity hosted uranium at the
Mann Lake property: At Denison’s 30% owned Mann Lake property,
operated by Cameco Corp. (“Cameco”), the 2015 winter program was designed
to explore for extensions of uranium mineralization intersected in 2014. A
total of 7,570 metres in 11 drill holes was completed during the winter
program. Drill hole MN-066-01 produced the best result to date on the
property, intersecting 9.8% eU3O8 over 3.5 metres at the unconformity,
roughly 300 metres south of the zone of uranium mineralization identified
in 2014. |
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| • |
Encouraging exploration results from winter
drilling at Hatchet Lake and Crawford Lake: A total of 12,613
metres was completed in 35 drill holes on 6 other properties operated by
Denison. Highlights from the winter program include positive results at
the Hatchet Lake project (December 31, 2014: Denison’s interest, 58.06%)
and 100% owned Crawford Lake project. At Hatchet Lake, a zone of weakly
mineralized, intense basement clay alteration, coincident with a strong
fault zone within graphitic pelitic gneiss, was extended. At Crawford
Lake, drilling confirmed the presence of an intense sandstone alteration
zone associated with faulted graphitic pelitic gneiss along the entire
2,400 metre strike length of a conductor initially encountered in 2014.
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| • |
Stream of toll milling revenue continues to grow in
the first quarter of 2015: Approximately 693,000 pounds U3O8 was
produced for the Cigar Lake Joint Venture (“CLJV”) at the McClean Lake
mill, in which Denison holds a 22.5% interest. Denison recognized toll
milling revenue of $0.2 Million in the quarter. Production has ramped up
significantly in the early part of the second quarter in line with the
production plan, calling for six to eight million pounds U3O8 to be
packaged during the year. The Company’s share of toll milling revenues for
the year is expected to be approximately $2.1 Million. |
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|
| • |
CAD$15 Million offering of flow-through common
shares to finance 2016 Canadian exploration: The Company announced
a “bought deal” private placement in April 2015, which will ensure its
exploration programs are fully funded up to the end of 2016.
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Financial Results
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Three months ended |
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March 31, |
|
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March 31, |
|
| (in
thousands, except per share amounts) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
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| Results of Operations: |
|
|
|
|
|
|
| Total revenues |
$ |
2,328 |
|
$ |
2,174 |
|
| Net loss |
|
(9,794 |
) |
|
(12,667 |
) |
| Basic and diluted loss |
|
(0.02 |
) |
|
(0.03 |
) |
| |
|
As at March 31, |
|
|
As at December 31, |
|
| |
|
2015 |
|
|
2014 |
|
|
(in
thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Financial Position: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
13,616 |
|
$ |
18,640 |
|
|
Short term investments |
|
- |
|
|
4,381 |
|
|
Long term investments |
|
573 |
|
|
954 |
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Cash, equivalents and investments |
|
14,189 |
|
|
23,975 |
|
|
|
|
|
|
|
|
|
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Working capital |
|
15,023 |
|
|
22,542 |
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Property, plant and equipment
|
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245,976 |
|
|
270,388 |
|
|
Total assets |
|
278,035 |
|
|
311,330 |
|
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Total long-term liabilities |
$ |
37,635 |
|
$ |
42,291 |
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Revenue
During the first quarter of 2015, the McClean Lake mill
continued to process ore received from the Cigar Lake mine under a toll milling
agreement. The mill processed and packaged approximately 693,000 pounds U3O8 for
the CLJV. The Company’s share of toll milling revenue from processing Cigar Lake
ore at the McClean Lake mill, during the three months ended March 31, 2015,
totaled $204,000. In 2014, toll milling revenue was only recognized in the
fourth quarter, as the first drums of CLJV uranium were packaged in October
2014.
Revenue from Denison Environmental Services (“DES”) during the
three months ended March 31, 2015 was $1,640,000, compared to $1,625,000 during
the same period in 2014. In the first quarter of 2015, DES experienced an
increase in Canadian dollar revenues due to an increase in activity at certain
care and maintenance sites, which was largely offset by the unfavourable
fluctuation in foreign exchange rates applicable on the translation of revenues
earned in Canadian dollars.
Revenue from the Company’s management contract with Uranium
Participation Corp. (“UPC”) was $484,000 during the three months ended March 31,
2015, compared to $549,000 for the same period in 2014. The decrease was mainly
due to less commissions earned in 2015 on UPC‘s purchases of uranium.
Operating Expenses
Operating expenses in Canada relate primarily to activity
involving the McClean Lake joint venture (“MLJV”), with Denison’s share of costs
during the three months ended March 31, 2015 amounting to $199,000, compared to
$141,000 in the same period in 2014. Operating costs were higher in the first
quarter of 2015 primarily due to depreciation of mill capital assets as a result
of processing the Cigar Lake ore at the McClean Lake mill.
Operating expenses in Africa relate primarily to costs incurred
on the Falea project in Mali. Operating expenses in Africa were $60,000 during
the three months ended March 31, 2015, compared to $695,000 in the period in
2014. Operation expenses were minimal in 2015, while engineering studies, a
metallurgical test work program and environmental programs were underway during
the first quarter of 2014 following the acquisition of the Falea project.
Operating expenses at DES for the three months ended March 31,
2015 were $1,576,000, compared to $1,583,000 in the same period in 2014. During
the first quarter of 2015, DES experienced an increase in Canadian dollar
operating expenses due to an increase in activity at certain care and
maintenance sites, largely offset by a favourable fluctuation in foreign
exchange rates applicable on the translation of Canadian dollars to US dollar
expenses.
- 2 -
Mineral Property Exploration
Global exploration expenditures were $6,135,000 during the
three months ended March 31, 2015, with approximately 90% of exploration
expenditures being incurred in Canada. Global exploration expenditures totaled
$6,597,000 during the same period in 2014.
Denison’s share of exploration spending on its Canadian
properties was $5,522,000 during the three months ended March 31, 2015, as
compared to $6,254,000 during the same period in 2014. The decrease in
exploration expenditures in Canada during the first quarter of 2015 is primarily
the result of a modest shifting of expenditures in the Company’s plan for 2015
from the winter months to the summer months.
Exploration costs at Wheeler River amounted to $1,753,000
during the three months ended March 31, 2015, compared to $1,848,000 in the same
period in 2014. The 2015 winter drilling program at Wheeler River was designed
to extend the Gryphon zone of basement hosted uranium mineralization discovered
in 2014 and to explore for additional areas of mineralization near Gryphon. The
efforts were successful, resulting in both the expansion of Gryphon and the
discovery of a new area of unconformity hosted uranium mineralization 800 metres
south of the Gryphon zone.
Denison completed a total of 17,700 metres in 26 drill holes
during the winter program at Wheeler River. Seven of the 12 drill holes
targeting extensions of the Gryphon zone intersected significant uranium
mineralization. The zone was extended up-plunge, down-plunge, and up-dip on two
sections. The best result was in drill hole WR-584B, which intersected 9.0%
eU3O8 over 4.6 metres in the up-plunge direction.
The remaining 14 drill holes were completed to explore for
other areas of mineralization along strike to the south of the Gryphon zone. The
highlight was drill hole WR-597 intersecting 2.8% eU3O8 over 4.0 metres at the
unconformity, 800 metres south of the Gryphon zone. Additionally, there were
several drill holes to the south of Gryphon that intersected weak uranium
mineralization in the basement, which could represent the upper edge of
additional Gryphon-like zones.
The Gryphon zone is an important uranium discovery and has the
potential to significantly increase the resource base at Wheeler River, which is
currently highlighted by the high grade Phoenix deposit - with an indicated
mineral resource estimate of 70.2 million pounds U3O8 grading over 19% U3O8 and
a total inferred mineral resource estimated to contain 1.1 million pounds U3O8
grading over 5% U3O8.
The Company also managed or participated in 11 other
exploration programs in the Athabasca Basin (9 operated by Denison), including 8
drilling programs (6 operated by Denison).
Exploration activity in Africa for 2015 is designed to maintain
the Company’s claims in good standing, while advancing the exploration potential
of its assets, as part of a strategy to pursue a spin-out or disposal
transaction when market conditions permit.
Exploration expenditures in Mongolia were primarily related to
annual license payments, required to maintain the Gurvan Saihan joint venture
(“GSJV”) properties in good standing while the Company continues to explore
strategic alternatives regarding its ownership interest in the GSJV.
General and Administrative
General and administrative expenses totaled $1,596,000 during
the three months ended March 31, 2015, compared with $2,403,000 during the same
period in 2014. These costs are mainly comprised of head office wages and
benefits, office costs in multiple regions, audit and regulatory costs, legal
fees, investor relations expenses and all other costs related to operating a
public company with listings in Canada and the United States. General and
administrative expenses decreased in the first quarter of 2015 mainly as a
result of lower office expenses and a favourable fluctuation in foreign exchange
rates applicable on the translation of Canadian dollars expenses.
Other Income and Expenses
The Company recognized other expenses of $5,280,000 during the
three months ended March 31, 2015, compared to $3,402,000 during the same period
in 2014. The increase during the first quarter of 2015 is primarily due to an
increase in foreign exchange losses due to unfavourable fluctuations in foreign
exchange rates and losses recognized on investments carried at fair value.
- 3 -
Liquidity & Capital Resources
Cash and cash equivalents were $13,616,000 at March 31, 2015
compared with $18,640,000 at December 31, 2014. The decrease of $5,024,000 was
primarily due to net cash used in operations of $7,049,000 and a net foreign
exchange loss of $1,520,000 on the translation of currency balances at period
end, offset in part by net cash provided by investing and financing activities
of $3,141,000 and $404,000, respectively.
Net cash used in operating activities of $7,049,000 during the
three months ended March 31, 2015, 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
$2,208,000 in trade and other receivables, partly offset by an increase of
$1,872,000 in accounts payable and accrued liabilities.
Net cash provided by investing activities of $3,141,000
consists primarily of cash provided by the maturity of investments in debt
instruments of $4,031,000.
Net cash provided by financing activities of $404,000 largely
reflects proceeds received from the issuance of common shares on the exercise of
stock options and warrants.
As at March 31, 2015, the Company estimates it has spent
CAD$7.7 million towards its obligation under the flow-through share financing
raised in August 2014 on eligible Canadian exploration expenses and the
remaining balance of CAD$7.2 million is expected to be incurred by December 31,
2015.
The Company holds the large majority of its cash in CAD
denominated bank accounts. As at March 31, 2015, the Company’s cash and cash
equivalents amount to CAD$17,246,000.
Revolving Term Credit Facility
On January 30, 2015, the Company entered into an agreement with
the Bank of Nova Scotia to amend the terms of a revolving term credit facility
entered into in 2014 and to extend the maturity date to January 31, 2016. Under
the amended agreement, the Company has access to credit of up to CAD$24,000,000.
Use of the facility remains restricted to non-financial letters of credit in
support of reclamation obligations.
Outstanding Share Data
At May 6, 2015, there were 506,438,669 common shares issued and
outstanding, stock options exercisable for 7,724,965 Denison common shares, and
warrants exercisable for 517,127 Denison common shares for a total of
514,680,761 common shares on a fully-diluted basis.
Subsequent Events
On April 29, 2015, the Company entered into an agreement with
Dundee Securities Ltd. (the “Underwriters”), under which the Underwriters have
agreed to purchase, on a “bought deal” private placement basis, 12,000,000
flow-through common shares of the Company at a price of CAD$1.25 per share for
total gross proceeds of CAD$15,000,000. The closing of the Offering is expected
to occur on or about May 26, 2015. The Company intends to use the gross proceeds
for Canadian exploration expenses and will agree to renounce such expenses to
subscribers no later than December 31, 2015.
- 4 -
Outlook for 2015
The Company has completed a successful winter exploration
program in Canada and plans to aggressively follow up with a summer exploration
program on certain high priority projects. In general, the Company’s
exploration, development and operation plans for 2015 remain unchanged at the
end of the first quarter of the year. The Company, however, has modified its
view of the USD$ to CAD$ exchange rate that will be applicable during 2015.
Given the significant devaluation of the Canadian dollar early in the first
quarter, the Company has revised its outlook to reflect a USD$ to CAD$ foreign
exchange rate of 1.24, as compared to the original budgeted rate of 1.12.
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|
Previous |
|
|
Current |
|
|
Actual to |
|
| |
(in
thousands) |
|
Budget 2015 (1) |
|
|
Outlook 2015 (1) |
|
|
March 31, 2015 (3) |
|
| |
Canada (2) |
|
|
|
|
|
|
|
|
|
| |
Mineral Sales & Toll Milling Revenue
|
$ |
3,410 |
|
$ |
3,200 |
|
$ |
202 |
|
| |
Mineral Property Exploration |
|
(14,210 |
) |
|
(12,890 |
) |
|
(5,687 |
) |
| |
Development & Operations |
|
(1,770 |
) |
|
(1,620 |
) |
|
(229 |
) |
| |
|
|
(12,570 |
) |
|
(11,310 |
) |
|
(5,714 |
) |
| |
Africa |
|
|
|
|
|
|
|
|
|
| |
Zambia & Mali
|
|
(2,340 |
) |
|
(2,340 |
) |
|
(605 |
)
|
| |
|
|
(2,340 |
) |
|
(2,340 |
) |
|
(605 |
) |
| |
Asia |
|
|
|
|
|
|
|
|
|
| |
Mongolia |
|
(725 |
) |
|
(725 |
) |
|
(490 |
) |
| |
|
|
(725 |
) |
|
(725 |
) |
|
(490 |
) |
| |
Other Activities (2) |
|
|
|
|
|
|
|
|
|
| |
UPC Management |
|
1,850 |
|
|
1,680 |
|
|
450 |
|
| |
DES Environmental Services |
|
170 |
|
|
150 |
|
|
(13 |
) |
| |
Corporate General
& Administration |
|
(4,570 |
) |
|
(4,150 |
) |
|
(1,094 |
)
|
| |
|
|
(2,550 |
) |
|
(2,320 |
) |
|
(657 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| |
Total |
$ |
(18,185 |
) |
$ |
(16,695 |
) |
$ |
(7,466 |
) |
| |
(1) |
Only material operations are shown. |
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(2) |
Previous Budget 2015 figures have been converted using a
US$ to CAD$ exchange rate of 1.12. Current Outlook 2015 figures have been
converted using a US$ to CAD$ exchange rate of 1.24. |
| |
(3) |
The Company budgets on a cash basis. As a result, actual
amounts represent a non-GAAP measure and excludes non-cash depreciation
and amortization amounts of $398,000. |
Canada
Mineral Property Exploration
The 2015 budget for the Canadian exploration program is
approximately CAD$23.1 million, of which Denison’s share is expected to be
CAD$15.8 million. Denison’s exploration expenditures are largely being funded by
the proceeds from the Company’s flow-through share offering completed in August
2014, which raised CAD$15.0 million.
The winter drilling program was completed in April 2015, while
geophysical surveys remain underway on several properties as work continues on
the development of a 34,000 metre summer exploration program for Denison
operated properties. An aggressive summer exploration campaign is expected to
include drilling programs on eight properties, all of which are operated by
Denison: Wheeler River, Bell Lake, Murphy Lake, Waterbury Lake, Jasper Lake,
Stevenson River, Crawford Lake and Bachman Lake.
Wheeler River
The 2015 budget for the exploration program at Wheeler River
includes diamond drilling, ground geophysics and line cutting at a total cost of
CAD$10.0 million (Denison’s share, CAD$6.0 million).
As the primary focus of the Company’s summer exploration
program, 36 drill holes totaling 24,000 metres are planned for the Wheeler River
property. Several new high priority targets were identified in the proximity of
the Gryphon zone during the winter program, including the discovery of a new
area of unconformity mineralization south of Gryphon. The Company plans to
aggressively follow up on these targets during the summer exploration season and
evaluate other prospective target areas on the property.
- 5 -
The Gryphon Zone is considered a highly prospective uranium
discovery and has the potential to add significantly to the estimate of mineral
resources at Wheeler River, which already includes the high grade Phoenix
uranium deposit. The additional drilling planned at the Gryphon Zone during the
summer of 2015 should be sufficient to support the preparation of an updated
estimate of mineral resources for Wheeler River later in the year.
Mineral Sales, Toll Milling Revenue, Development &
Operations
The 2015 production plan calls for between six million and
eight million pounds U3O8 to be packaged at the McClean Lake mill during the
year. Production is expected to be primarily from Cigar Lake ore, with
supplemental ore from the McClean Lake joint venture stockpiles. Denison’s share
of operating and capital expenditures at McClean Lake in 2015 is estimated at
CAD$500,000. Denison’s expenditures are expected to be offset by toll milling
fees and revenue from the sale of approximately 26,000 pounds U3O8, recovered
from McClean Lake ores. Denison’s total revenue from operations is projected to
be CAD$3.8 million.
Given the current forecasts for the price of uranium, the SABRE
program will be kept on care and maintenance and the McClean North and Midwest
projects will remain on stand-by in 2015. Total expenditures on SABRE are
planned to be CAD$900,000 (Denison’s share, CAD$203,000), and total expenditures
on McClean North and Midwest are planned to be CAD$375,000 (Denison’s share,
CAD$94,000).
Reclamation expenditures at Elliot Lake are projected to be
CAD$819,000.
Africa
The Company has budgeted spending approximately $2.3 million
during 2015 to maintain its projects in good standing, while the Company waits
for market conditions that will permit a spin-out or disposal of its African
portfolio. On its wholly owned Mutanga project in Zambia, activities will focus
on generating additional exploration targets through soil and radon sampling,
excavator trenching and geological mapping. In Mali, activities will focus on an
expansion of previous airborne geophysical surveying and renewing the
exploration license for the Falea project.
Asia
In Mongolia, the Company continues to pursue strategic
alternatives for its 85% interest in the GSJV and expects to provide further
guidance on its plans during the second quarter of the year. The budget for
Mongolia is estimated to be $725,000 for 2015.
Other Activities
Management fees generated from Denison’s management services
agreement with UPC are budgeted to be CAD$2.1 million in 2015.
At DES, revenue from operations is budgeted at CAD$7.4 million
and operating and capital expenses are forecasted to be CAD$7.2 million.
Corporate general and administration expenses are forecast to
be CAD$4.9 million in 2015 and include all head office wages and benefits,
office costs, audit and regulatory costs, legal fees, investor relations
expenses and all other costs related to operating a public company with listings
in Canada and the United States.
Qualified Person
The disclosure of scientific and technical information
regarding Denison’s properties in the MD&A was prepared by or reviewed by
Steve Blower, P. Geo., the Company’s 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
Denison’s Annual Information Form dated March 5, 2015 available at
www.sedar.com, and its Form 40-F available at www.sec.gov/edgar.shtml.
Additional Information
Denison’s consolidated financial statements for the nine month
period ended March 31, 2015 and related management’s discussion and analysis are
available on Denison’s website at www.denisonmines.com or under its profile on
SEDAR at www.sedar.com and on EDGAR at
www.sec.gov/edgar.shtml.
- 6 -
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 its 60% owned Wheeler project, which hosts the
high grade Phoenix uranium deposit, Denison’s exploration project portfolio
consists of numerous projects covering over 400,000 hectares in the eastern
Athabasca Basin region of Saskatchewan. Denison’s interests in Saskatchewan also
include a 22.5% ownership interest in the McClean Lake joint venture, which is
comprised of several uranium deposits and the McClean Lake uranium mill, one of
the world’s largest uranium processing facilities and which is currently
processing ore from the Cigar Lake mine under a toll milling agreement. Other
Saskatchewan assets include a 25.17% interest in the Midwest deposit and a 60%
interest in the J Zone deposit on the Waterbury Lake 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 DES division and is the manager of UPC, a publicly traded
company which invests in uranium oxide and uranium hexafluoride.
| For more information, please contact |
|
| |
|
| David Cates |
(416) 979 – 1991 ext 362 |
| 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 Denison's 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 Denison's actual results and future events could differ materially
from those anticipated in this forward-looking information as a result of the
factors discussed in the “Risk Factors” section in Denison’s Annual Information
Form dated March 5, 2015 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 Denison's expectations except as otherwise required by applicable
legislation.
- 7 -
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.
- 8 -
DENISON MINES CORP.
Condensed Interim Consolidated Financial Statements
for the
three months ending
March 31, 2015
|
DENISON MINES
CORP. |
| Condensed Interim Consolidated Statements of Financial
Position |
| (Unaudited -
Expressed in thousands of U.S. dollars except for share amounts)
|
| |
|
At March 31 |
|
|
At December 31 |
|
| |
|
2015 |
|
|
2014 |
|
|
ASSETS |
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
Cash and cash equivalents
(note 4) |
$ |
13,616 |
|
$ |
18,640 |
|
|
Investments (note 7) |
|
- |
|
|
4,381 |
|
|
Trade and other receivables
(note 5) |
|
10,783 |
|
|
9,411 |
|
|
Inventories (note 6) |
|
2,118 |
|
|
2,240 |
|
|
Prepaid expenses and other |
|
475 |
|
|
850 |
|
|
|
|
26,992 |
|
|
35,522 |
|
|
Non-Current |
|
|
|
|
|
|
|
Inventories-ore in stockpiles (note 6) |
|
1,613 |
|
|
1,760 |
|
|
Investments (note 7) |
|
573 |
|
|
954 |
|
|
Restricted cash and investments (note 8) |
|
2,414 |
|
|
2,068 |
|
|
Property, plant and equipment
(note 9) |
|
245,976 |
|
|
270,388 |
|
|
Intangibles |
|
467 |
|
|
638 |
|
|
Total assets |
$ |
278,035 |
|
$ |
311,330 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities |
$ |
11,035 |
|
$ |
10,050 |
|
|
Current portion of long-term liabilities: |
|
|
|
|
|
|
|
Post-employment benefits (note 10) |
|
236 |
|
|
259 |
|
|
Reclamation
obligations (note 11) |
|
646 |
|
|
706 |
|
|
Debt obligations |
|
29 |
|
|
30 |
|
|
Other liabilities (note 13)
|
|
23 |
|
|
1,935 |
|
|
|
|
11,969 |
|
|
12,980 |
|
|
Non-Current |
|
|
|
|
|
|
|
Post-employment benefits
(note 10) |
|
2,415 |
|
|
2,662 |
|
|
Reclamation obligations (note 11) |
|
15,636 |
|
|
16,953 |
|
|
Debt obligations |
|
- |
|
|
9 |
|
|
Other liabilities (note 13) |
|
764 |
|
|
841 |
|
|
Deferred income tax liability |
|
18,820 |
|
|
21,826 |
|
|
Total liabilities |
|
49,604 |
|
|
55,271 |
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
Share capital (note 14) |
|
1,121,489 |
|
|
1,120,758 |
|
|
Share purchase warrants (note 15) |
|
60 |
|
|
376 |
|
|
Contributed surplus |
|
53,516 |
|
|
53,321 |
|
|
Deficit |
|
(902,331 |
) |
|
(892,537 |
) |
|
Accumulated other comprehensive income (loss) (note 17)
|
|
(44,303 |
) |
|
(25,859 |
) |
|
Total equity |
|
228,431 |
|
|
256,059 |
|
|
Total liabilities and equity |
$ |
278,035 |
|
$ |
311,330 |
|
|
|
|
|
|
|
|
|
|
Issued and outstanding common shares (note 14) |
|
506,438,669 |
|
|
505,868,894 |
|
| Subsequent events (note 23) |
The accompanying notes are integral to the condensed interim
consolidated financial statements
- 2 -
|
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 |
|
| |
|
March 31 |
|
|
March 31 |
|
| |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
REVENUES (note 19) |
$ |
2,328 |
|
$ |
2,174 |
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
Operating expenses (note 18) |
|
(1,988 |
) |
|
(2,587 |
) |
|
Mineral property exploration
(note 19) |
|
(6,135 |
) |
|
(6,597 |
) |
|
General and administrative (note 19) |
|
(1,596 |
) |
|
(2,403 |
) |
|
Impairment-mineral properties
|
|
- |
|
|
(1,658 |
) |
|
Other income (expense) (note 18) |
|
(5,280 |
) |
|
(3,402 |
) |
|
|
|
(14,999 |
) |
|
(16,647 |
) |
|
Income (loss) before finance charges |
|
(12,671 |
) |
|
(14,473 |
) |
|
Finance income (expense) (note 18) |
|
(108 |
) |
|
125 |
|
|
Income (loss) before taxes |
|
(12,779 |
) |
|
(14,348 |
) |
|
Income tax recovery (expense)
(note 21) |
|
|
|
|
|
|
|
Current |
|
- |
|
|
- |
|
|
Deferred |
|
2,985 |
|
|
1,681 |
|
|
Net
income (loss) for the period |
$ |
(9,794 |
) |
$ |
(12,667 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that may be
reclassified to income (loss): |
|
|
|
|
|
|
|
Unrealized gain (loss) on
investments-net of tax |
|
(3 |
) |
|
(1 |
) |
|
Foreign currency translation change
|
|
(18,441 |
) |
|
(8,608 |
) |
|
Comprehensive income (loss) for the period |
$ |
(28,238 |
) |
$ |
(21,276 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
Basic and diluted |
$ |
(0.02 |
) |
$ |
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of
shares outstanding (in thousands): |
|
|
|
|
|
|
|
Basic and diluted |
|
506,344 |
|
|
484,255 |
|
The accompanying notes are integral to the condensed interim
consolidated financial statements
- 3 -
|
DENISON MINES
CORP. |
| Condensed Interim Consolidated Statements of Changes in
Equity |
| (Unaudited -
Expressed in thousands of U.S. dollars) |
| |
|
Three Months Ended |
|
| |
|
March 31 |
|
|
March 31 |
|
| |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
Share capital |
|
|
|
|
|
|
|
Balance-beginning of period
|
$ |
1,120,758
|
|
$ |
1,092,144
|
|
|
Shares issued-net of issue costs |
|
- |
|
|
(46 |
) |
|
Shares issued on acquisition
of Rockgate Capital Corp |
|
- |
|
|
3,034 |
|
|
Share options exercised-cash |
|
5 |
|
|
505 |
|
|
Share options exercised-non
cash |
|
4 |
|
|
413 |
|
|
Share purchase warrants exercised-cash |
|
406 |
|
|
29 |
|
|
Share purchase warrants exercised-non cash |
|
316 |
|
|
22 |
|
|
Balance-end of period |
|
1,121,489 |
|
|
1,096,101 |
|
|
|
|
|
|
|
|
|
|
Share purchase warrants |
|
|
|
|
|
|
|
Balance-beginning of period
|
|
376 |
|
|
616 |
|
|
Warrants exercised |
|
(316 |
) |
|
(22 |
) |
|
Balance-end of period |
|
60 |
|
|
594 |
|
|
|
|
|
|
|
|
|
|
Contributed surplus
|
|
|
|
|
|
|
|
Balance-beginning of period |
|
53,321 |
|
|
52,943 |
|
|
Stock-based compensation
expense |
|
199 |
|
|
225 |
|
|
Share options exercised-non cash |
|
(4 |
) |
|
(413 |
) |
|
Balance-end of period |
|
53,516 |
|
|
52,755 |
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
Balance-beginning of period |
|
(892,537 |
) |
|
(860,834 |
) |
|
Net loss |
|
(9,794 |
) |
|
(12,667 |
) |
|
Balance-end of period |
|
(902,331 |
) |
|
(873,501 |
) |
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income
(loss) |
|
|
|
|
|
|
|
Balance-beginning of period
|
|
(25,859 |
) |
|
(7,729 |
) |
|
Unrealized gain (loss) on investments |
|
(3 |
) |
|
(1 |
) |
|
Foreign currency translation
realized in net income |
|
(10 |
) |
|
- |
|
|
Foreign currency translation |
|
(18,431 |
) |
|
(8,608 |
) |
|
Balance-end of period |
|
(44,303 |
) |
|
(16,338 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
|
|
|
|
|
Balance-beginning of period |
$ |
256,059 |
|
$ |
277,140 |
|
|
Balance-end of period |
$ |
228,431 |
|
$ |
259,611 |
|
The accompanying notes are integral to the condensed interim
consolidated financial statements
- 4 -
|
DENISON MINES
CORP. |
| Condensed Interim Consolidated Statements of Cash Flow
|
| (Unaudited -
Expressed in thousands of U.S. dollars) |
| |
|
Three Months Ended |
|
| |
|
March 31 |
|
|
March 31 |
|
|
CASH PROVIDED BY (USED IN): |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
Net income (loss) for the
period |
$ |
(9,794 |
)
|
$ |
(12,667 |
)
|
|
Items not affecting cash: |
|
|
|
|
|
|
|
Depletion, depreciation, amortization and accretion |
|
616 |
|
|
528 |
|
|
Impairment-mineral
properties |
|
- |
|
|
1,658 |
|
|
Stock-based compensation |
|
199 |
|
|
225 |
|
|
Losses (gains) on asset
disposals |
|
(11 |
) |
|
(18 |
) |
|
Losses
(gains) on investments and restricted investments |
|
371 |
|
|
(664 |
)
|
|
Deferred income tax
expense (recovery) |
|
(2,985 |
) |
|
(1,681 |
) |
|
Foreign
exchange |
|
4,805 |
|
|
4,115 |
|
|
Change in non-cash working capital items (note 18) |
|
(250 |
) |
|
(691 |
) |
|
Net cash provided by (used in) operating activities |
|
(7,049 |
) |
|
(9,195 |
) |
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
Acquisition of assets, net of cash and cash
equivalents acquired: |
|
|
|
|
|
|
|
Rockgate
Capital Corp |
|
- |
|
|
(57 |
)
|
|
Sale of investments |
|
4,031 |
|
|
8,608 |
|
|
Expenditures on property,
plant and equipment |
|
(370 |
)
|
|
(336 |
)
|
|
Proceeds on sale of property, plant and
equipment |
|
11 |
|
|
18 |
|
|
Decrease (increase) in restricted cash and investments |
|
(531 |
) |
|
(320 |
) |
|
Net
cash provided by (used in) investing activities |
|
3,141 |
|
|
7,913 |
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Increase (decrease) in debt
obligations |
|
(7 |
)
|
|
(21 |
)
|
|
Issuance of common shares for: |
|
|
|
|
|
|
|
New share issues-net of issue costs |
|
- |
|
|
(46 |
)
|
|
Share options
exercised |
|
5 |
|
|
505 |
|
|
Share purchase warrants
exercised |
|
406 |
|
|
29 |
|
|
Net
cash provided by (used in) financing activities |
|
404 |
|
|
467 |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash
equivalents |
|
(3,504 |
) |
|
(815 |
) |
|
Foreign exchange effect on
cash and cash equivalents |
|
(1,520 |
)
|
|
(820 |
)
|
|
Cash
and cash equivalents, beginning of period |
|
18,640 |
|
|
21,786 |
|
|
Cash and cash equivalents, end of period |
$ |
13,616 |
|
$ |
20,151 |
|
The accompanying notes are integral to the condensed interim
consolidated financial statements
- 5 -
|
DENISON MINES
CORP. |
| Notes to the Condensed Interim Consolidated Financial
Statements for the three months ended March 31, 2015 |
| (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 (“MLJV”) (which includes the McClean Lake mill) and a
25.17% interest in the Midwest Joint Venture (“MWJV”), both of which are located
in the Athabasca Basin of Saskatchewan, Canada. The McClean Lake mill provides
toll milling services to the Cigar Lake Joint Venture (“CLJV”) under the terms
of a toll milling agreement between the parties. In addition, the Company has
varying ownership interests in a number of development and exploration projects
located in Canada, Mali, Namibia, Zambia and Mongolia.
The Company provides mine
decommissioning and decommissioned site monitoring services to third parties
through its Denison Environmental Services (“DES”) division and 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 audited
annual consolidated financial statements for the year ended December 31, 2014.
The Company’s presentation currency is
U.S. dollars.
These financial statements were
approved by the board of directors for issue on May 6, 2015.
| 3. |
SIGNIFICANT ACCOUNTING
POLICIES |
The significant accounting policies
followed in these condensed interim consolidated financial statements are
consistent with those applied in the Company’s audited annual consolidated
financial statements for the year ended December 31, 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, 2016:
International Financial Reporting
Standard 9, Financial Instruments (“IFRS 9”)
In July 2014, the IASB published the
final version of IFRS 9 Financial Instruments (“IFRS 9”), which brings together
the classification, measurement, impairment and hedge accounting phases of the
IASB’s project to replace IAS 39 Financial Instruments: Recognition and
Measurement. IFRS 9 replaces the multiple classifications for financial assets
in IAS 39 with a single principle based approach for determining the
classification of financial assets based on how an entity manages its financial
instruments in the context of its business model and the contractual cash flow
characteristics of the financial assets. The new standard also requires a single
impairment method to be used, replacing the multiple impairment methods in IAS
39. The final version of IFRS 9 is effective for periods beginning on or after
January 1, 2018; however, it is available for early adoption.
- 6 -
The Company has not evaluated the
impact of adopting this standard.
International Financial Reporting
Standard 15, Revenue from Contracts with Customers (“IFRS 15”)
IFRS 15 deals with revenue recognition
and establishes principles for reporting useful information to users of
financial statements about the nature, amount, timing and uncertainty of revenue
and cash flows arising from an entity’s contracts with customers. Revenue is
recognized when a customer obtains control of a good or service. The standard
replaces IAS 18 “Revenue” and IAS 11”Construction Contracts” and related
interpretations. The standard is effective for annual periods beginning on or
after January 1, 2017 and earlier application is permitted.
The Company has not evaluated the
impact of adopting this standard.
| 4. |
CASH AND CASH EQUIVALENTS |
The cash and cash equivalent balance
consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Cash |
$ |
2,268 |
|
$ |
2,265 |
|
| |
Cash in MLJV and MWJV |
|
596 |
|
|
885 |
|
| |
Cash equivalents |
|
10,752 |
|
|
15,490 |
|
| |
|
$ |
13,616 |
|
$ |
18,640 |
|
| 5. |
TRADE AND OTHER
RECEIVABLES |
The trade and other receivables balance
consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Trade receivables-other |
$ |
2,819 |
|
$ |
2,138 |
|
| |
Receivables in MLJV and MWJV |
|
7,858 |
|
|
7,127 |
|
| |
Sales tax receivables |
|
100 |
|
|
131 |
|
| |
Sundry receivables
|
|
6 |
|
|
15
|
|
| |
|
$ |
10,783 |
|
$ |
9,411 |
|
The inventories balance consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Uranium concentrates and
work-in-progress |
$ |
397 |
|
$ |
433 |
|
| |
Inventory of ore in stockpiles |
|
1,680 |
|
|
1,834 |
|
| |
Mine and mill supplies in MLJV |
|
1,654 |
|
|
1,733 |
|
| |
|
$ |
3,731 |
|
$ |
4,000 |
|
| |
|
|
|
|
|
|
|
| |
Inventories-by duration: |
|
|
|
|
|
|
| |
Current |
$ |
2,118 |
|
$ |
2,240 |
|
| |
Long-term-ore in stockpiles |
|
1,613
|
|
|
1,760
|
|
| |
|
$ |
3,731 |
|
$ |
4,000 |
|
- 7 -
The investments balance consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Investments: |
|
|
|
|
|
|
| |
Equity
instruments-fair value through profit and loss |
$ |
555 |
|
$ |
932 |
|
| |
Equity instruments-available for
sale |
|
18 |
|
|
22 |
|
| |
Debt instruments-fair
value through profit and loss |
|
- |
|
|
4,381 |
|
| |
|
$ |
573 |
|
$ |
5,335 |
|
| |
|
|
|
|
|
|
|
| |
Investments-by duration: |
|
|
|
|
|
|
| |
Current
|
$ |
- |
|
$ |
4,381 |
|
| |
Long-term |
|
573
|
|
|
954
|
|
| |
|
$ |
573 |
|
$ |
5,335 |
|
During the three months ended March 31,
2015, $4,029,000 of debt instruments matured and the proceeds were transferred
to cash and equivalents.
| 8. |
RESTRICTED CASH AND
INVESTMENTS |
The Company has certain restricted cash
and investments deposited to collateralize a portion of its reclamation
obligations. The restricted cash and investments balance consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Cash |
$ |
140 |
|
$ |
42 |
|
| |
Cash equivalents |
|
513 |
|
|
104 |
|
| |
Investments |
|
1,761 |
|
|
1,922 |
|
| |
|
$ |
2,414 |
|
$ |
2,068 |
|
| |
|
|
|
|
|
|
|
| |
Restricted cash and investments-by item: |
|
|
|
|
|
|
| |
Elliot Lake reclamation trust fund |
$ |
2,414 |
|
$ |
2,068 |
|
| |
|
$ |
2,414 |
|
$ |
2,068 |
|
Elliot Lake Reclamation Trust Fund
During the three months ended March 31,
2015, the Company deposited an additional $696,000 (CAD$864,000) into the Elliot
Lake Reclamation Trust Fund and withdrew $166,000 (CAD$206,000).
- 8 -
| 9. |
PROPERTY, PLANT AND
EQUIPMENT |
The property, plant and equipment
balance consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Plant and equipment: |
|
|
|
|
|
|
| |
Cost |
$ |
77,437 |
|
$ |
82,980 |
|
| |
Construction-in-progress |
|
4,990 |
|
|
6,960 |
|
| |
Accumulated depreciation |
|
(11,338 |
) |
|
(12,205 |
) |
| |
Net book value |
$ |
71,089 |
|
$ |
77,735 |
|
| |
|
|
|
|
|
|
|
| |
Mineral properties: |
|
|
|
|
|
|
| |
Cost |
$ |
175,068 |
|
$ |
192,851 |
|
| |
Accumulated amortization |
|
(181 |
) |
|
(198 |
) |
| |
Net book value |
$ |
174,887 |
|
$ |
192,653 |
|
| |
|
|
|
|
|
|
|
| |
Total net book value |
$ |
245,976 |
|
$ |
270,388 |
|
The property, plant and equipment
continuity summary is as follows:
| |
|
|
|
|
|
Accumulated |
|
|
|
|
| |
|
|
|
|
|
Amortization / |
|
|
Net |
|
| |
(in
thousands) |
|
Cost |
|
|
Depreciation |
|
|
Book Value |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Plant and equipment: |
|
|
|
|
|
|
|
|
|
| |
Balance-December 31,
2014 |
$ |
89,940 |
|
$ |
(12,205 |
) |
$ |
77,735 |
|
| |
Additions |
|
191 |
|
|
- |
|
|
191 |
|
| |
Amortization |
|
- |
|
|
(21 |
) |
|
(21 |
) |
| |
Depreciation |
|
- |
|
|
(261 |
) |
|
(261 |
) |
| |
Disposals |
|
(49 |
) |
|
47 |
|
|
(2 |
) |
| |
Foreign exchange |
|
(7,655 |
) |
|
1,102
|
|
|
(6,553 |
) |
| |
Balance-March 31, 2015 |
$ |
82,427 |
|
$ |
(11,338 |
) |
$ |
71,089 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Mineral properties: |
|
|
|
|
|
|
|
|
|
| |
Balance-December 31, 2014 |
$ |
192,851 |
|
$ |
(198 |
) |
$ |
192,653 |
|
| |
Additions |
|
203 |
|
|
- |
|
|
203 |
|
| |
Foreign exchange |
|
(17,986 |
) |
|
17
|
|
|
(17,969 |
) |
| |
Balance-March 31, 2015 |
$ |
175,068 |
|
$ |
(181 |
) |
$ |
174,887 |
|
Plant and Equipment - Mining
The Company has a 22.5% interest in the
McClean Lake mill located in the Athabasca Basin of Saskatchewan, Canada. A toll
milling agreement has been signed with the participants in the CLJV that
provides for the processing of the future output of the Cigar Lake mine at the
McClean Lake mill, for which the owners of the McClean Lake mill receive a toll
milling fee and other benefits. In determining the amortization rate for the
McClean Lake mill, the amount to be amortized has been adjusted to include
Denison’s expected share of mill feed related to the CLJV toll milling contract.
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, Mali, Namibia, Zambia
and Mongolia which are held directly or through option or various contractual
agreements.
- 9 -
Canada Mining Segment
In February 2015, SeqUr Exploration
Inc. terminated its option to earn an interest in the Jasper Lake property.
| 10. |
POST-EMPLOYMENT BENEFITS |
The post-employment benefits balance
consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Accrued benefit obligation |
$ |
2,651 |
|
$ |
2,921 |
|
| |
|
$ |
2,651 |
|
$ |
2,921 |
|
| |
|
|
|
|
|
|
|
| |
Post-employment benefits liability-by duration: |
|
|
|
|
|
|
| |
Current |
$ |
236 |
|
$ |
259 |
|
| |
Non-current |
|
2,415
|
|
|
2,662
|
|
| |
|
$ |
2,651 |
|
$ |
2,921 |
|
The post-employment benefits continuity
summary is as follows:
| |
(in thousands) |
|
|
|
| |
|
|
|
|
| |
Balance-December 31, 2014 |
$ |
2,921 |
|
| |
Benefits paid |
|
(49 |
) |
| |
Interest cost |
|
24 |
|
| |
Foreign exchange
|
|
(245 |
) |
| |
Balance-March 31, 2015 |
$ |
2,651 |
|
| 11. |
RECLAMATION OBLIGATIONS |
The reclamation obligations balance
consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Reclamation liability-by location: |
|
|
|
|
|
|
| |
Elliot Lake |
$ |
10,321 |
|
$ |
11,234 |
|
| |
McClean and Midwest Joint Ventures |
|
5,944 |
|
|
6,406 |
|
| |
Other |
|
17 |
|
|
19 |
|
| |
|
$ |
16,282 |
|
$ |
17,659 |
|
| |
|
|
|
|
|
|
|
| |
Reclamation and remediation liability-by duration: |
|
|
|
|
|
|
| |
Current |
|
646 |
|
|
706 |
|
| |
Non-current |
|
15,636 |
|
|
16,953 |
|
| |
|
$ |
16,282 |
|
$ |
17,659 |
|
The reclamation obligations continuity
summary is as follows:
| |
(in thousands) |
|
|
|
| |
|
|
|
|
| |
Balance-December 31, 2014 |
$ |
17,659 |
|
| |
Accretion |
|
215 |
|
| |
Expenditures incurred |
|
(104 |
) |
| |
Foreign exchange
|
|
(1,488 |
) |
| |
Balance-March 31, 2015 |
$ |
16,282 |
|
- 10 -
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 March 31, 2015, the
Company has provided irrevocable standby letters of credit, from a chartered
bank, in favour of Saskatchewan Environment, totalling CAD$9,698,000 relating to
an approved reclamation plan dated October 2009. An updated reclamation plan
dated November 2014 has been submitted and is currently under review by the
applicable regulatory authorities. Once approved, the Company expects to
increase its pro-rata share of financial assurances to the province by
CAD$12,748,000 to approximately CAD$22,446,000.
Line of Credit
The Company’s current credit facility
has a maturity date of January 31, 2016 and allows for credit to be extended to
the Company for up to CAD$24,000,000. Use of the facility is restricted to
non-financial letters of credit in support of reclamation obligations (see note
11).
At March 31, 2015, the Company has no
outstanding borrowings under the facility (December 31, 2014 - $nil) and is in
compliance with its facility covenants. At March 31, 2015, approximately
CAD$9,698,000 (December 31, 2014: CAD$9,698,000) of the facility is being
utilized as collateral for certain letters of credit. During the three months
ended March 31, 2015, the Company did not incur any interest under the facility
but has incurred letter of credit and standby fees of $44,000 and $17,000,
respectively.
The other liabilities balance consists
of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Unamortized fair value of toll milling
contracts |
$ |
787 |
|
$ |
861 |
|
| |
Flow-through share
premium obligation (note 14) |
|
- |
|
|
1,915
|
|
| |
|
$ |
787 |
|
$ |
2,776 |
|
| |
|
|
|
|
|
|
|
| |
Other long-term liabilities-by duration:
|
|
|
|
|
|
|
| |
Current |
$ |
23 |
|
$ |
1,935 |
|
| |
Non-current |
|
764 |
|
|
841 |
|
| |
|
$ |
787 |
|
$ |
2,776 |
|
- 11 -
Denison is authorized to issue an
unlimited number of common shares without par value. A continuity summary of the
issued and outstanding common shares and the associated dollar amounts is
presented below:
| |
|
|
Number of |
|
|
|
|
| |
|
|
Common |
|
|
|
|
| |
(in thousands except share amounts) |
|
Shares |
|
|
|
|
| |
|
|
|
|
|
|
|
| |
Balance at December 31, 2014 |
|
505,868,894 |
|
$ |
1,120,758 |
|
| |
|
|
|
|
|
|
|
| |
Issued for cash: |
|
|
|
|
|
|
| |
Share
options exercised |
|
7,100 |
|
|
5 |
|
| |
Share
purchase warrants exercised |
|
562,675 |
|
|
406 |
|
| |
Share options exercised-fair value adjustment |
|
- |
|
|
4 |
|
| |
Share purchase warrants exercised-fair value
adjustment |
|
- |
|
|
316 |
|
| |
|
|
569,775 |
|
|
731
|
|
| |
Balance at March 31, 2015 |
|
506,438,669 |
|
$ |
1,121,489 |
|
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 March 31, 2015, the Company
estimates that it has incurred CAD$7,749,000 of its obligation to spend
CAD$14,997,000 on eligible exploration expenditures as a result of the issuance
of flow-through shares in August 2014. The Company renounced the income tax
benefits of this issue to its subscribers in February 2015. In conjunction with
the renunciation, the flow-through share premium liability has been reversed and
recognized as part of the deferred tax recovery (see notes 13 and 21).
A continuity summary of the issued and
outstanding share purchase warrants in terms of common shares of the Company and
associated dollar amount is presented below:
| |
|
|
Weighted |
|
|
|
|
|
|
|
| |
|
|
Average |
|
|
Number of |
|
|
|
|
| |
|
|
Exercise |
|
|
Common |
|
|
Fair |
|
| |
|
|
Price Per |
|
|
Shares |
|
|
Value |
|
| |
(in thousands
except share amounts) |
|
Share (CAD$) |
|
|
Issuable |
|
|
Amount |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Balance outstanding at December 31, 2014
|
$ |
1.17 |
|
|
1,079,802 |
|
$ |
376 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Warrants exercised |
|
0.84 |
|
|
(562,675 |
) |
|
(316 |
) |
| |
Balance
outstanding at March 31, 2015 |
$ |
1.54 |
|
|
517,127 |
|
|
60
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Balance of common shares issuable by warrant
series: |
|
|
|
|
|
|
|
| |
IEC December 2013
series (1) |
|
1.54 |
|
|
329,061 |
|
|
36 |
|
| |
IEC February 2014 series (2) |
|
1.54
|
|
|
188,066 |
|
|
24
|
|
| |
Balance outstanding at March 31, 2015 |
$ |
1.54 |
|
|
517,127 |
|
$ |
60 |
|
| |
(1) |
The IEC December 2013 series expires on June 5,
2015. |
| |
(2) |
The IEC February 2014 series expires on August 20,
2015. |
- 12 -
A continuity summary of the stock
options granted under the Company’s stock-based compensation plan is presented
below:
| |
|
|
|
|
|
Weighted- |
|
| |
|
|
|
|
|
Average |
|
| |
|
|
|
|
|
Exercise |
|
| |
|
|
Number of |
|
|
Price per |
|
| |
|
|
Common |
|
|
Share |
|
| |
|
|
Shares |
|
|
(CAD$) |
|
| |
|
|
|
|
|
|
|
| |
Stock options outstanding - beginning of
period |
|
6,179,574 |
|
$ |
1.80 |
|
| |
Granted |
|
1,645,000 |
|
|
1.09 |
|
| |
Exercised (1) |
|
(7,100 |
) |
|
0.71 |
|
| |
Expiries |
|
(36,625 |
) |
|
0.90 |
|
| |
Forfeitures |
|
(53,600 |
) |
|
2.04 |
|
| |
Stock options
outstanding - end of period |
|
7,727,249 |
|
$ |
1.65 |
|
| |
Stock options exercisable - end of period |
|
5,461,249 |
|
$ |
2.01 |
|
| |
(1) |
The weighted average share price at the date of exercise
was CAD$1.07. |
A summary of the Company’s stock
options outstanding at March 31, 2015 is presented below:
| |
|
|
Weighted |
|
|
|
|
|
Weighted- |
|
| |
|
|
Average |
|
|
|
|
|
Average |
|
| |
|
|
Remaining |
|
|
|
|
|
Exercise |
|
| |
Range of Exercise |
|
Contractual |
|
|
Number of |
|
|
Price per |
|
| |
Prices per Share |
|
Life |
|
|
Common |
|
|
Share |
|
| |
(CAD$) |
|
(Years) |
|
|
Shares |
|
|
(CAD$) |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Stock options outstanding |
|
|
|
|
|
|
|
|
|
| |
$ 0.38 to $ 2.49 |
|
3.10 |
|
|
6,625,708 |
|
$ |
1.32 |
|
| |
$ 2.50 to $ 4.99 |
|
0.83 |
|
|
853,181 |
|
|
3.23 |
|
| |
$ 5.00 to $ 5.67 |
|
1.13 |
|
|
248,360 |
|
|
5.02 |
|
| |
Stock options
outstanding - end of period |
|
2.79
|
|
|
7,727,249 |
|
$ |
1.65 |
|
Options outstanding at March 31, 2015
expire between April 2015 and March 2020.
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:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31, 2015 |
|
| |
|
|
|
|
| |
Risk-free interest rate |
|
0.56% - 0.79% |
|
| |
Expected stock price volatility |
|
46.96% - 47.00% |
|
| |
Expected life |
|
3.6 years |
|
| |
Estimated forfeiture rate |
|
3.40% |
|
| |
Expected dividend yield |
|
- |
|
| |
Fair value per
share under options granted |
|
CAD$0.35 - CAD$0.39 |
|
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 $199,000 for the three
months ended March 31, 2015 and $225,000 for the three months ended March 31,
2014. At March 31, 2015, the Company had an additional $629,000 in stock-based
compensation expense to be recognized periodically to March 2017.
- 13 -
| 17. |
ACCUMULATED OTHER COMPREHENSIVE INCOME
(LOSS) |
The accumulated other comprehensive
income (loss) balance consists of:
| |
|
|
At March 31 |
|
|
At December 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Cumulative foreign currency translation |
$ |
(44,458 |
) |
$ |
(26,017 |
) |
| |
Unamortized experience gain-post employment liability |
|
|
|
|
|
|
| |
Gross |
|
206 |
|
|
206 |
|
| |
Tax effect |
|
(56 |
) |
|
(56 |
) |
| |
Unrealized gains (losses) on investments
|
|
|
|
|
|
|
| |
Gross |
|
5 |
|
|
8 |
|
| |
|
$ |
(44,303 |
) |
$ |
(25,859 |
) |
| 18. |
SUPPLEMENTAL FINANCIAL
INFORMATION |
The components of operating expenses
are as follows:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31 |
|
|
March 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Cost of goods and services sold: |
|
|
|
|
|
|
| |
Operating Overheads: |
|
|
|
|
|
|
| |
Mining, other development expense |
$ |
(338 |
) |
$ |
(1,129 |
) |
| |
Milling,
conversion expense |
|
(103 |
) |
|
(11 |
) |
| |
Less absorption: |
|
|
|
|
|
|
| |
-Stockpiles, mineral properties |
|
203 |
|
|
308 |
|
| |
Cost of services |
|
(1,729 |
) |
|
(1,751 |
) |
| |
Cost of goods and services sold |
|
(1,967 |
) |
|
(2,583 |
) |
| |
Reclamation asset amortization |
|
(21 |
) |
|
(4 |
) |
| |
Operating expenses
|
$ |
(1,988 |
) |
$ |
(2,587 |
) |
The components of other income
(expense) are as follows:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31 |
|
|
March 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Gains (losses) on: |
|
|
|
|
|
|
| |
Foreign exchange |
$ |
(4,805 |
) |
$ |
(4,115 |
) |
| |
Disposal of property, plant and
equipment |
|
9 |
|
|
18 |
|
| |
Disposal of equity
investments |
|
2 |
|
|
- |
|
| |
Investment fair value through profit
(loss) |
|
(371 |
) |
|
664 |
|
| |
Other |
|
(115 |
) |
|
31 |
|
| |
Other income
(expense) |
$ |
(5,280 |
) |
$ |
(3,402 |
) |
- 14 -
The components of finance income
(expense) are as follows:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31 |
|
|
March 31 |
|
| |
(in thousands) |
|
2015
|
|
|
2014
|
|
| |
|
|
|
|
|
|
|
| |
Interest income |
$ |
131 |
|
$ |
334 |
|
| |
Interest expense |
|
- |
|
|
(1 |
) |
| |
Accretion expense-reclamation obligations
|
|
(215 |
) |
|
(180 |
) |
| |
Accretion
expense-post-employment benefits |
|
(24 |
) |
|
(28 |
)
|
| |
Finance income (expense) |
$ |
(108 |
) |
$ |
125 |
|
A summary of depreciation expense
recognized in the statement of income (loss) is as follows:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31 |
|
|
March 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Operating expenses: |
|
|
|
|
|
|
| |
Mining, other
development expense |
$ |
(63 |
) |
$ |
(87 |
) |
| |
Milling, conversion expense |
|
(103 |
) |
|
(1 |
) |
| |
Cost of services |
|
(57 |
) |
|
(60 |
) |
| |
Mineral property exploration |
|
(25 |
) |
|
(40 |
) |
| |
General and administrative |
|
(13 |
) |
|
(17 |
) |
| |
Depreciation
expense-gross |
$ |
(261 |
) |
$ |
(205 |
)
|
A summary of employee benefits expense
recognized in the statement of income (loss) is as follows:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31 |
|
|
March 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Salaries and short-term employee benefits
|
$ |
(2,135 |
) |
$ |
(2,628 |
) |
| |
Share-based compensation |
|
(199 |
) |
|
(225 |
) |
| |
Termination benefits |
|
(69 |
) |
|
(11 |
) |
| |
Employee benefits
expense |
$ |
(2,403 |
) |
$ |
(2,864 |
)
|
The change in non-cash working capital
items in the consolidated statements of cash flows is as follows:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31 |
|
|
March 31 |
|
| |
(in thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Change in non-cash working capital items: |
|
|
|
|
|
|
| |
Trade and other
receivables |
$ |
(2,208 |
) |
$ |
(4,887 |
) |
| |
Inventories |
|
(68 |
) |
|
33 |
|
| |
Prepaid expenses and
other assets |
|
307 |
|
|
(1,452 |
) |
| |
Accounts payable and accrued
liabilities |
|
1,872 |
|
|
4,936 |
|
| |
Post-employment
benefits |
|
(49 |
) |
|
(80 |
) |
| |
Reclamation obligations |
|
(104 |
) |
|
759
|
|
| |
Change in non-cash working capital items |
$ |
(250 |
) |
$ |
(691 |
) |
- 15 -
| 19. |
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 Company’s environmental services business, management fees
and commission income earned from UPC and general corporate expenses not
allocated to the other segments.
For the three months ended March 31,
2015, business segment results were as follows:
| |
|
|
Canada |
|
|
Africa |
|
|
Asia |
|
|
Services |
|
|
|
|
| |
(in thousands) |
|
Mining |
|
|
Mining |
|
|
Mining |
|
|
and Other |
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Statement of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenues |
|
204 |
|
|
- |
|
|
- |
|
|
2,124 |
|
|
2,328 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Operating expenses |
|
(199 |
) |
|
(60 |
) |
|
- |
|
|
(1,729 |
) |
|
(1,988 |
) |
| |
Mineral property exploration |
|
(5,522 |
) |
|
(313 |
) |
|
(300 |
) |
|
- |
|
|
(6,135 |
) |
| |
General and
administrative |
|
(16 |
) |
|
(169 |
) |
|
(112 |
) |
|
(1,299 |
) |
|
(1,596 |
)
|
| |
|
|
(5,737 |
) |
|
(542 |
) |
|
(412 |
) |
|
(3,028 |
) |
|
(9,719 |
) |
| |
Segment income
(loss) |
|
(5,533 |
) |
|
(542 |
) |
|
(412 |
) |
|
(904 |
) |
|
(7,391 |
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenues – supplemental: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Environmental services |
|
- |
|
|
- |
|
|
- |
|
|
1,640 |
|
|
1,640 |
|
| |
Management fees and commissions |
|
- |
|
|
- |
|
|
- |
|
|
484 |
|
|
484 |
|
| |
Toll milling services |
|
204 |
|
|
- |
|
|
- |
|
|
- |
|
|
204 |
|
| |
|
|
204
|
|
|
- |
|
|
- |
|
|
2,124
|
|
|
2,328
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Capital additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Property, plant and equipment |
|
68 |
|
|
112 |
|
|
81 |
|
|
133 |
|
|
394 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Long-lived assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cost |
|
76,637 |
|
|
1,976 |
|
|
295 |
|
|
3,519 |
|
|
82,427 |
|
| |
Accumulated depreciation |
|
(7,789 |
) |
|
(1,543 |
) |
|
(195 |
) |
|
(1,811 |
) |
|
(11,338 |
) |
| |
Mineral properties |
|
132,272 |
|
|
36,544 |
|
|
6,071 |
|
|
- |
|
|
174,887 |
|
| |
Intangibles |
|
- |
|
|
- |
|
|
- |
|
|
467
|
|
|
467
|
|
| |
|
|
201,120 |
|
|
36,977 |
|
|
6,171 |
|
|
2,175 |
|
|
246,443 |
|
- 16 -
For the three months ended March 31,
2014, business segment results were as follows:
| |
|
|
Canada |
|
|
Africa |
|
|
Asia |
|
|
Services |
|
|
|
|
| |
(in
thousands) |
|
Mining |
|
|
Mining |
|
|
Mining |
|
|
and Other |
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Statement of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenues |
|
- |
|
|
- |
|
|
- |
|
|
2,174 |
|
|
2,174 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Operating expenses |
|
(141 |
) |
|
(695 |
) |
|
- |
|
|
(1,751 |
) |
|
(2,587 |
) |
| |
Mineral property exploration |
|
(6,254 |
) |
|
(96 |
) |
|
(247 |
) |
|
- |
|
|
(6,597 |
) |
| |
General and administrative |
|
(8 |
) |
|
(305 |
) |
|
(286 |
) |
|
(1,804 |
) |
|
(2,403 |
) |
| |
Impairment-mineral properties |
|
(1,658 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(1,658 |
) |
| |
|
|
(8,061 |
) |
|
(1,096 |
) |
|
(533 |
) |
|
(3,555 |
) |
|
(13,245 |
)
|
| |
Segment income (loss) |
|
(8,061 |
) |
|
(1,096 |
) |
|
(533 |
) |
|
(1,381 |
) |
|
(11,071 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenues – supplemental: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Environmental services |
|
- |
|
|
- |
|
|
- |
|
|
1,625 |
|
|
1,625 |
|
| |
Management fees and commissions |
|
- |
|
|
- |
|
|
- |
|
|
549 |
|
|
549 |
|
| |
|
|
- |
|
|
- |
|
|
- |
|
|
2,174
|
|
|
2,174
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Capital additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Property, plant and equipment |
|
42 |
|
|
226 |
|
|
62 |
|
|
36 |
|
|
366 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Long-lived assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cost |
|
84,044 |
|
|
2,484 |
|
|
359 |
|
|
3,843 |
|
|
90,730 |
|
| |
Accumulated depreciation |
|
(8,533 |
) |
|
(1,702 |
) |
|
(233 |
) |
|
(1,826 |
) |
|
(12,294 |
) |
| |
Mineral properties |
|
137,537 |
|
|
44,170 |
|
|
6,612 |
|
|
- |
|
|
188,319 |
|
| |
Intangibles |
|
- |
|
|
- |
|
|
- |
|
|
1,071
|
|
|
1,071
|
|
| |
|
|
213,048 |
|
|
44,952 |
|
|
6,738 |
|
|
3,088 |
|
|
267,826 |
|
Revenue Concentration
The Company’s business is such that, at
any given time, it sells its environmental and other services to a relatively
small number of customers. During the three months ended March 31, 2015, two
customers from the services and other segment accounted for approximately 72% of
total revenues consisting of 51% and 21% individually. During the three months
ended March 31, 2014, four customers from the services and other segment
accounted for approximately 94% of total revenues consisting of 47%, 25%, 12%
and 10% individually.
| 20. |
RELATED PARTY TRANSACTIONS |
Uranium Participation Corporation
The following transactions were
incurred with UPC for the periods noted:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31 |
|
|
March 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Revenue: |
|
|
|
|
|
|
| |
Management fees |
$ |
462 |
|
$ |
418 |
|
| |
Commission fees |
|
22
|
|
|
131
|
|
| |
|
$ |
484 |
|
$ |
549 |
|
At March 31, 2015, accounts receivable
includes $175,000 (December 31, 2014: $123,000) due from UPC with respect to the
fees and transactions indicated above.
- 17 -
Korea Electric Power Corporation
(“KEPCO”)
As at March 31, 2015, KEPCO holds
58,284,000 shares of Denison representing a share interest of approximately
11.5% .
In January 2014, Denison agreed to
allow its partner in the Waterbury Lake project, Korea Waterbury Uranium Limited
Partnership (“KWULP”), to defer its funding obligations to Waterbury Lake
Uranium Corporation (“WLUC”) and Waterbury Lake Uranium Limited Partnership
(“WLULP”) until September 30, 2015 in exchange for allowing Denison to carry out
spending programs without obtaining the approval of 75% of the voting interest.
As at March 31, 2015, KWULP has a funding obligation to WLUC and WLULP of
CAD$802,000. Denison has recorded its proportionate share of this amount of
$380,000 (CAD$481,000) as a component of trade and other receivables.
Other
During the three months ended March 31,
2015, the Company incurred investor relations, administrative service fees and
other expenses of $14,000 (March 31, 2014: $15,000) with Namdo Management
Services Ltd, which shares a common officer with Denison. These services were
incurred in the normal course of operating a public company. At March 31, 2015,
an amount of $nil (December 31, 2014: $nil) was due to this company.
During the three months ended March 31,
2015, the Company incurred legal fees of $nil (March 31, 2014: $107,000) with
Cassels Brock & Blackwell, LLP, a law firm of which a member of Denison’s
Board of Directors is a partner. In the first quarter of the prior year, the
services and associated costs were mainly related to the acquisition of
International Enexco Ltd. and internal re-organization activities done by the
Company. At March 31, 2015, an amount of $nil (December 31, 2014: $1,000) is due
to this legal firm.
Compensation of Key Management
Personnel
Key management personnel are those
persons having authority and responsibility for planning, directing and
controlling the activities of the Company, directly or indirectly. Key
management personnel include the Company’s executive officers, vice-presidents
and members of its Board of Directors.
The following compensation was awarded
to key management personnel:
| |
|
|
Three Months Ended |
|
| |
|
|
March 31 |
|
|
March 31 |
|
| |
(in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
|
| |
Salaries and short-term employee
benefits |
$ |
(485 |
) |
$ |
(640 |
) |
| |
Share-based
compensation |
|
(117 |
) |
|
(141 |
)
|
| |
Key management personnel compensation |
$ |
(602 |
) |
$ |
(781 |
) |
For the three months ended March 31,
2015, Denison has recognized deferred tax recoveries of $2,985,000. The deferred
tax recovery includes the recognition of previously unrecognized Canadian tax
assets of $3,200,000 relating to the February 2015 renunciation of the tax
benefits associated with the Company’s CAD$14,997,000 flow-through share issue
in August 2014.
| 22. |
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 is the current closing price.
- 18 -
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.
The following table illustrates the
classification of the Company’s financial assets within the fair value hierarchy
as at March 31, 2015 and December 31, 2014:
| |
|
|
|
|
|
|
|
|
March 31 |
|
|
December 31, |
|
| |
|
|
Financial |
|
|
Fair |
|
|
2015 |
|
|
2014 |
|
| |
|
|
Instrument |
|
|
Value |
|
|
Fair |
|
|
Fair |
|
| |
(in thousands) |
|
Category(1) |
|
|
Hierarchy |
|
|
Value |
|
|
Value |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash and equivalents |
|
Category D |
|
|
|
|
$ |
13,616 |
|
$ |
18,640 |
|
| |
Trade and other receivables |
|
Category D |
|
|
|
|
|
10,783 |
|
|
9,411 |
|
| |
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Equity instruments
|
|
Category A |
|
|
Level 1 |
|
|
535 |
|
|
916 |
|
| |
Equity instruments |
|
Category A |
|
|
Level 2 |
|
|
20 |
|
|
16 |
|
| |
Equity instruments
|
|
Category B |
|
|
Level 1 |
|
|
18 |
|
|
22 |
|
| |
Debt instruments |
|
Category A |
|
|
Level 1 |
|
|
- |
|
|
4,381 |
|
| |
Restricted cash and equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Elliot Lake
reclamation trust fund |
|
Category C |
|
|
|
|
|
2,414 |
|
|
2,068 |
|
| |
|
|
|
|
|
|
|
$ |
27,386 |
|
$ |
35,454 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Account payable and accrued
liabilities |
|
Category E |
|
|
|
|
|
11,035 |
|
|
10,050 |
|
| |
Debt
obligations |
|
Category E |
|
|
|
|
|
29
|
|
|
39
|
|
| |
|
|
|
|
|
|
|
$ |
11,064 |
|
$ |
10,089 |
|
| |
(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. |
Flow-Through Share Offering
On April 29, 2015, the Company
announced that it has entered into an agreement for a private placement of
12,000,000 flow-through common shares at a price of CAD$1.25 per share for gross
proceeds of CAD$15,000,000. The closing of the offering is expected to occur on
or about May 26, 2015. The income tax benefits related to this issue are to be
renounced to subscribers with an effective date no later than December 31, 2015.
- 19 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
INTRODUCTION
This Management’s Discussion and Analysis (“MD&A”) of
Denison Mines Corp. and its subsidiary companies and joint arrangements
(collectively, “Denison” or the “Company”) provides a detailed analysis of the
Company’s business and compares its financial results with those of the previous
year. This MD&A is dated as of May 6, 2015 and should be read in conjunction
with the Company’s unaudited interim consolidated financial statements and
related notes for the three months ended March 31, 2015. The unaudited interim
consolidated financial statements are prepared in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”). Readers are also encouraged to consult the audited
consolidated financial statements and MD&A for the year ended December 31,
2014. All dollar amounts are expressed in U.S. dollars, unless otherwise
noted.
Other continuous disclosure documents, including the Company’s
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", "is
expected", "budget", "scheduled", "estimates", “forecasts", "intends",
"anticipates", or "believes", or the negatives and/or variations of such words
and phrases, or state that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "occur", "be achieved" or “has the
potential to”.
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 Denison's 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 Denison's 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 Denison’s Annual
Information Form dated March 5, 2015 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 Denison's expectations except as otherwise required by applicable
legislation.
Cautionary Note to United States Investors Concerning
Estimates of Measured, Indicated and Inferred Mineral Resources:
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. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
2015 FIRST QUARTER HIGHLIGHTS
| • |
Continued Exploration Success at the Wheeler River
Property: Denison completed a total of 17,700 metres in 26 drill
holes during the winter program, resulting in the expansion of the
Gryphon zone and the discovery of a new zone of uranium mineralization:
|
| |
• |
Expansion of basement hosted uranium at the Gryphon
zone – Seven of the 12 drill holes targeting extensions of
the Gryphon zone intersected significant uranium mineralization. The zone
was extended up-plunge, down-plunge, and up-dip on two sections, with the
best result coming from drill hole WR- 584B, which intersected 9.0% eU3O8
over 4.6 metres in the up-plunge direction. |
| |
|
|
| |
• |
Discovery of a new zone of unconformity hosted
uranium 800 metres to the south of Gryphon – 14 drill holes were
completed to explore for other areas of mineralization along strike to the
south of the Gryphon zone. The highlight was drill hole WR-597, which
intersected 2.8% eU3O8 over 4.0 metres at the unconformity, 800 metres to
the south of the Gryphon zone. |
| |
|
|
| |
• |
Potential to add significant mineral resources at
Wheeler River: The Gryphon zone is an important uranium discovery
and has the potential to add significantly to the estimate of mineral
resources at Wheeler River, which already includes the high grade Phoenix
uranium deposit. |
| • |
Expansion of unconformity hosted uranium at the
Mann Lake property: At Denison’s 30% owned Mann Lake property,
operated by Cameco Corp. (“Cameco”), the 2015 winter program was designed
to explore for extensions of uranium mineralization intersected in 2014. A
total of 7,570 metres in 11 drill holes was completed during the winter
program. Drill hole MN-066-01 produced the best result to date on the
property, intersecting 9.8% eU3O8 over 3.5 metres at the unconformity,
roughly 300 metres south of the zone of uranium mineralization identified
in 2014. |
| |
|
| • |
Encouraging exploration results from winter
drilling at Hatchet Lake and Crawford Lake: A total of 12,613
metres was completed in 35 drill holes on 6 other properties operated by
Denison. Highlights from the winter program include positive results at
the Hatchet Lake project (December 31, 2014: Denison’s interest, 58.06%)
and 100% owned Crawford Lake project. At Hatchet Lake, a zone of weakly
mineralized, intense basement clay alteration, coincident with a strong
fault zone within graphitic pelitic gneiss, was extended. At Crawford
Lake, drilling confirmed the presence of an intense sandstone alteration
zone associated with faulted graphitic pelitic gneiss along the entire
2,400 metre strike length of a conductor initially encountered in 2014.
|
| |
|
| • |
Stream of toll milling revenue continues to grow in
the first quarter of 2015: Approximately 693,000 pounds U3O8 was
produced for the Cigar Lake Joint Venture (“CLJV”) at the McClean Lake
mill, in which Denison holds a 22.5% interest. Denison recognized toll
milling revenue of $0.2 Million in the quarter. Production has ramped up
significantly in the early part of the second quarter, in line with the
production plan, calling for six to eight million pounds U3O8 to be
packaged during the year. The Company’s share of toll milling revenues for
the year is expected to be approximately $2.1 Million. |
| |
|
| • |
CAD$15 Million offering of flow-through common
shares to finance 2016 Canadian exploration: The Company announced
a “bought deal” private placement in April 2015, which will ensure its
exploration programs are fully funded up to the end of 2016.
|
ABOUT DENISON
Denison was formed under the laws of Ontario and is a reporting
issuer in all Canadian provinces. Denison’s common shares are listed on the
Toronto Stock Exchange (the “TSX”) under the symbol “DML” and on the NYSE 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 its 60% owned Wheeler project, which hosts the
high grade Phoenix uranium deposit, Denison’s exploration project portfolio
consists of numerous projects covering over 400,000 hectares in the
eastern Athabasca Basin region of Saskatchewan. Denison’s 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 world’s largest uranium processing facilities that is currently
processing ore from the Cigar Lake mine under a toll milling agreement, plus a
25.17% interest in the Midwest deposit and a 60% interest in the J Zone deposit
on the Waterbury Lake 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.
- 2 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Denison is engaged in mine decommissioning and environmental
services through its Denison Environmental Services (“DES”) division, which
manages Denison’s Elliot Lake reclamation projects and provides post-closure
mine and maintenance services to a variety of customers.
Denison is also the manager of Uranium Participation
Corporation (“UPC”), a publicly traded company listed on the TSX under the
symbol “U”, which invests in uranium oxide and uranium hexafluoride.
SELECTED QUARTERLY FINANCIAL INFORMATION
| |
|
As at |
|
|
As at |
|
| |
|
March 31, |
|
|
December 31, |
|
| (in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
| Financial Position: |
|
|
|
|
|
|
| Cash and cash equivalents |
$ |
13,616 |
|
$ |
18,640 |
|
| Short term investments |
|
- |
|
|
4,381 |
|
| Long term investments |
|
573 |
|
|
954 |
|
| Cash, equivalents and investments |
$ |
14,189 |
|
$ |
23,975 |
|
| |
|
|
|
|
|
|
| Working capital |
$ |
15,023 |
|
$ |
22,542 |
|
| Property, plant and equipment |
$ |
245,976 |
|
$ |
270,388 |
|
| Total assets |
$ |
278,035 |
|
$ |
311,330 |
|
| Total long-term liabilities |
$ |
37,635 |
|
$ |
42,291 |
|
| |
|
2015 |
|
|
2014 |
|
|
2014 |
|
|
2014 |
|
| (in
thousands, except for per share amounts) |
|
Q1 |
|
|
Q4 |
|
|
Q3 |
|
|
Q2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
2,328 |
|
$ |
2,736 |
|
$ |
2,351 |
|
$ |
2,358 |
|
|
Net income (loss) |
$ |
(9,794 |
) |
$ |
(4,652 |
) |
$ |
(2,820 |
) |
$ |
(11,564 |
) |
|
Basic and diluted earnings (loss) per share |
$ |
(0.02 |
) |
$ |
(0.01 |
) |
$ |
(0.01 |
) |
$ |
(0.02 |
) |
| |
|
2014 |
|
|
2013 |
|
|
2013 |
|
|
2013 |
|
| (in
thousands, except for per share amounts) |
|
Q1 |
|
|
Q4 |
|
|
Q3 |
|
|
Q2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
2,174 |
|
$ |
2,413 |
|
$ |
2,801 |
|
$ |
2,902 |
|
|
Net income (loss) |
$ |
(12,667 |
) |
$ |
(30,459 |
) |
$ |
(45,477 |
) |
$ |
(2,430 |
) |
|
Basic and diluted earnings (loss) per share |
$ |
(0.03 |
) |
$ |
(0.06 |
) |
$ |
(0.10 |
) |
$ |
(0.01 |
) |
- 3 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
RESULTS OF OPERATIONS
Revenues
Canada - Mining
During the first quarter of 2015, the McClean Lake mill
continued to process ore received from the Cigar Lake mine under a toll milling
agreement. The mill processed and packaged approximately 693,000 pounds U3O8 for
the CLJV. The Company’s share of toll milling revenue from processing Cigar Lake
ore at the McClean Lake mill, during the three months ended March 31, 2015,
totaled $204,000. In 2014, toll milling revenue was only recognized in the
fourth quarter, as the first drums of CLJV uranium were packaged in October
2014.
Services and Other
Revenue from DES during the three months ended March 31, 2015
was $1,640,000, compared to $1,625,000 during the same period in 2014. In the
first quarter of 2015, DES experienced an increase in Canadian dollar revenues
due to an increase in activity at certain care and maintenance sites, which was
largely offset by the unfavourable fluctuation in foreign exchange rates
applicable on the translation of revenues earned in Canadian dollars.
Revenue from the Company’s management contract with UPC was
$484,000 during the three months ended March 31, 2015, compared to $549,000 for
the same period in 2014. The decrease in revenues during the first quarter of
2015 was mainly due to fewer commissions earned on UPC’s purchases of uranium.
Refer to RELATED PARTY TRANSACTIONS below for further details.
Operating Expenses
Canada
McClean Lake is comprised of several uranium deposits and a
conventional mill and is located on the eastern edge of the Athabasca Basin in
northern Saskatchewan, approximately 750 kilometres north of Saskatoon. The
McClean Lake uranium mill is one of the world’s largest uranium processing
facilities. Expansion of the mill from 13 to 24 million pounds annual U3O8
production capacity is ongoing. The expansion remains fully funded by the CLJV.
Operating expenses in Canada were $199,000 during the three months ended March
31, 2015, compared to $141,000 in the same period in 2014. Most of the operating
expenses are attributable to activity involving the MLJV. Operating costs were
higher during the first quarter of 2015 primarily due to depreciation of mill
capital assets, as a result of processing the Cigar Lake ore at the McClean Lake
mill as mentioned earlier.
Africa
Operating expenses in Africa were primarily related to costs
incurred on the Falea project in Mali. Operating expenses in Africa during the
three months ended March 31, 2015 and 2014 totaled $60,000 and $695,000,
respectively. Operating expenses during 2015 were minimal, while engineering
studies, a metallurgical test work program and environmental programs were
underway during the first quarter of 2014 following the acquisition of the Falea
project.
Services and Other
Operating expenses during the three months ended March 31, 2015
include costs relating to DES totaling $1,576,000, compared to $1,583,000 in the
same period in 2014. During the first quarter of 2015, DES experienced an
increase in Canadian dollar operating expenses due to an increase in activity at
certain care and maintenance sites, which was offset by the favourable
fluctuation in foreign exchange rates applicable on the translation of expenses
denominated in Canadian dollars.
- 4 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Mineral Property Exploration
Denison is engaged in uranium exploration and/or development in
Canada, Zambia, Mali, Namibia 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 400,000 hectares. Global exploration expenditures were
$6,135,000 during the three months ended March 31, 2015, with 90% of exploration
expenditures being incurred in Canada. Global exploration expenditures totaled
$6,597,000 during the same period in 2014. The decrease in global exploration
expenditures during the first quarter of 2015 is mainly due to the favourable
fluctuation in foreign exchange rates applicable on the translation of expenses
denominated in Canadian dollars.
Canada
The Company’s land position in the eastern Athabasca Basin, as
of March 31, 2015, is illustrated below:
- 5 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Denison’s share of exploration spending on its Canadian
properties was $5,522,000 during the three months ended March 31, 2015, as
compared to $6,254,000 during the same period in 2014. Exploration spending in
Canada is seasonal with spending higher during the winter drilling programs
(January to mid-April) and summer drilling programs (June to mid-October) in the
Athabasca Basin. The table below summarizes the 2015 winter exploration
activities.
Canadian Exploration Activities – 2015 Winter Program (1)
| Property |
Denison’s ownership |
Drilling in metres |
Other ongoing activities |
| Wheeler River |
60% |
17,700 (26 holes) |
Geophysical surveys
|
| Bell Lake |
100% |
- |
Geophysical surveys |
| Crawford Lake |
100% |
4,135 (8 holes) |
Geophysical surveys
|
| Hatchet Lake |
58.06%(2) |
2,547 (9 holes) |
Geophysical surveys |
| Lynx Lake |
58.42%(2) |
1,338 (2 holes) |
- |
| Mann Lake |
30% |
7,570 (11 holes) |
- |
| Murphy Lake |
58.94%(2) |
- |
Geophysical surveys |
| Moore Lake |
100% |
2,667 (7 holes) |
- |
| Turkey Lake |
100% |
702 (5 holes) |
- |
| Waterbury Lake |
60% |
1,224 (4 holes) |
Geophysical surveys |
| Waterfound North |
58.42%(2) |
- |
Geophysical surveys |
| Wolly |
22.5% |
5,169 (21 holes) |
Geophysical surveys |
| |
|
|
|
| Total |
|
43,052 (93 holes) |
|
| (1) |
The winter exploration drilling program commenced in
January 2015 and was completed in April 2015. As a result, a portion of
the drilling activities noted above, and discussed in additional detail
below, are not reflected in the Company’s mineral property exploration
expense for the three months ended March 31, 2015. |
| (2) |
The Company’s ownership in these projects is as at
December 31, 2014. Certain partners in these projects may not fund the
2015 programs and as a result, Denison’s interest may
increase. |
Wheeler River
The Wheeler River property lies in close proximity to existing
mining and milling infrastructure between the McArthur River Mine and the Key
Lake mill complex in the Athabasca Basin in northern Saskatchewan. Denison is
the operator and holds a 60% interest in the project, while Cameco holds a 30%
interest and JCU (Canada) Exploration Company, Limited (“JCU”) holds a 10%
interest. Denison’s share of exploration costs at Wheeler River amounted to
$1,753,000 during the three months ended March 31, 2015, compared to $1,848,000
in the same period in 2014.
Gryphon Zone
The Gryphon zone, located approximately three kilometres
northwest of the high grade Phoenix uranium deposit, was discovered in 2014. The
highest grade intersection to date at Gryphon was discovered in drill hole
WR-573D1, which intersected 22.2% U3O8 over 2.5 metres.
- 6 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
The 2015 winter drilling program at Wheeler River was designed
to extend the Gryphon zone of basement hosted uranium mineralization discovered
in 2014 and to explore for additional areas of mineralization near Gryphon. The
efforts were successful, resulting in both the expansion of Gryphon and the
discovery of a new area of unconformity hosted uranium mineralization 800 metres
south of the Gryphon zone.
Denison completed a total of 17,700 metres in 26 drill holes
during the winter program at Wheeler River. Seven of the 12 drill holes
targeting extensions of the Gryphon zone intersected significant uranium
mineralization. The zone was extended up-plunge, down-plunge, and up-dip on two
sections. The best result was in drill hole WR-584B, which intersected 9.0%
eU3O8 over 4.6 metres in the up-plunge direction.
The remaining 14 drill holes were completed to explore for
other areas of mineralization along strike to the south of the Gryphon zone. The
highlight was drill hole WR-597 intersecting 2.8% eU3O8 over 4.0 metres at the
unconformity, 800 metres south of the Gryphon zone. Mineralization in this area
straddles the unconformity, replacing the matrix of the basal sandstone or
filling fractures in the underlying pelitic strata. The area is characterized by
graphitic faults and a prospective alteration zone that extends from the south
end of Gryphon. Additionally, there were several drill holes to the south of
Gryphon that intersected weak uranium mineralization in the basement, which
could represent the upper edge of additional Gryphon-like zones.
The table below provides highlights from the results of the
2015 winter drilling program at Wheeler River.
Gryphon Zone – 2015 Winter Drilling Highlights
(1, 2)
| |
|
|
Down Hole Gamma Probe Results
|
| Hole Number |
Location |
Mineralization |
From (m) |
To (m) |
Length (m) |
eU3O8(%)(3)
|
| WR-584B
|
Up-plunge |
Basement |
641.6 |
646.2 |
4.6 |
9.0 |
| WR-583D2(4)
|
Down-plunge |
Basement |
508.2 |
509.8 |
1.6 |
2.4 |
| WR-571D2(4)
|
Up-Dip |
Basement |
512.6 |
517.9 |
5.3 |
3.2 |
| WR-574D1(4)
|
Up-Dip |
Basement |
510.4 |
511.4 |
1.0 |
7.5 |
| WR-595 |
South of Gryphon |
Unconformity |
525.0 |
526.2 |
1.2 |
1.0 |
| WR-597 |
South of Gryphon |
Unconformity |
496.5 |
500.5 |
4.0
|
2.8
|
| (1) |
As the drill holes are angled steeply to the northwest
and the basement mineralization is interpreted to dip moderately to the
southeast, the true thickness is expected to be approximately 75% of the
intersection lengths. As the unconformity mineralization is horizontal,
the true thickness of the unconformity mineralization is expected to be
approximately 90% of the intersection lengths. |
| (2) |
Composited above a cutoff grade of 1.0%
eU3O8. |
| (3) |
eU3O8 is radiometric equivalent
uranium from a total gamma down-hole probe. |
| (4) |
Distances are measured from a wedge in a parent drill
hole, not from surface. |
The Gryphon zone consists of multiple stacked lenses with
variable thicknesses that plunge to the northeast. Mineralization is hosted in
basement gneisses and occurs from 100 to 250 metres below the sub-Athabasca
unconformity (600 to 750 metres below surface). The zone is approximately 450
metres long (along the plunge) by 60 metres wide (across the plunge) and remains
at least partially open in both plunge directions.
- 7 -
Gryphon Zone High Grade Uranium
Discovery at Wheeler River
- 8 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Other Properties
During the three months ended March 31, 2015, the Company
managed or participated in 11 other exploration programs in the Athabasca Basin
(9 operated by Denison), including 8 drilling programs (6 operated by Denison).
Developments at the Company’s high priority projects are discussed below.
Crawford Lake – Exploration costs during the three
months ended March 31, 2015, totaled $934,000, compared to $167,000 during the
same period in 2014. The winter drilling program confirmed the presence of an
intense sandstone alteration zone associated with structurally disrupted
graphitic gneiss along the entire 2,400 metre strike length of a conductor
initially encountered in 2014. Crawford Lake is located just west of Wheeler
River, approximately 10 kilometres south of Cameco’s Millennium deposit in the
southeast portion of the Athabasca Basin, and is 100% owned by Denison.
Hatchet Lake – During the three months ended March 31,
2015, exploration costs amounted to $658,000, compared to $592,000 during the
same period in 2014. During the winter program, drill hole TF-15-01 extended a
zone of intense basement clay alteration with elevated uranium values. The
highest uranium value obtained in TF-15-01 was 491 ppm U, and was accompanied by
impressive trace element results that include elevated copper (up to 2.4%),
nickel (up to 0.1%) and cobalt (up to 0.29%) . Hatchet Lake is located 16
kilometres north of the McClean Lake mill and is a joint venture with Anthem
Resources Inc. (December 31, 2014: 41.94% interest).
Mann Lake – The Company’s share of exploration costs
during the three months ended March 31, 2015 totaled $511,000. Denison’s 30%
interest in the Mann Lake property was acquired by the Company in June 2014
through the acquisition of International Enexco Ltd. The 2015 winter program was
designed to explore for extensions of uranium mineralization intersected in
drill holes MN-060 (2.94% U3O8 over 4.8 metres) and MN-065 (4.8% U3O8 over 1.0
metres) in 2014. The winter program produced the best result to date on the
property with drill hole MN-066-01 intersecting 9.8% eU3O8 over 3.5 metres at
the unconformity, 300 metres along strike to the south of MN-060. Uranium in
these drill holes is located along the sub-Athabasca unconformity at its
intersection with a fault zone that marks a contact between granite gneiss and
graphitic pelitic gneiss. Mann Lake is located 20 kilometres southwest of the
McArthur River mine and is on trend with the Wheeler River project five
kilometres to the south. Mann Lake is a joint venture with Cameco (52.5%
interest and operator) and Areva Resources Canada (17.5% interest).
Africa
Exploration expenses in Africa during the three months ended
March 31, 2015 and 2014 were $313,000 and $96,000, respectively. Exploration
activity planned for 2015 has been designed to maintain the Company’s claims in
good standing while advancing the exploration potential of its assets as part of
a strategy to pursue a spin-out or disposal transaction when market conditions
permit.
Zambia
Exploration expenditures during the three months ended March
31, 2015 and 2014 were $58,000 and $47,000, respectively, reflecting a
relatively inactive quarter due to the rainy season. A program of excavator
sampling and surficial geochemistry is scheduled to begin in the second quarter.
Mali
Exploration expenditures of $252,000 were incurred during the
three months ended March 31, 2015, primarily relating to an airborne geophysical
survey conducted in the quarter and designed to extend the results of a
previously flown survey. Additionally, an application was made to renew the
Falea exploration license. During the three months ended March 31, 2014,
activities were minimal and exploration expenditures amounted to $29,000.
Namibia
No significant exploration work was completed on the Dome
project during the three months ended March, 31, 2015. Similarly, no significant
exploration work was carried out during the three months ended March 31,
2014.
- 9 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Mongolia
Exploration expenditures on the GSJV properties totaled
$300,000 during the three months ended March 31, 2015, compared to $247,000 in
the same period in 2014. Expenditures in both periods were primarily related 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.
General and Administrative
General and administrative expenses totaled $1,596,000 during
the three months ended March 31, 2015, compared with $2,403,000 during the same
period in 2014. These costs are mainly comprised of head office wages and
benefits, office costs in multiple regions, audit and regulatory costs, legal
fees, investor relations expenses and all other costs related to operating a
public company with listings in Canada and the United States. General and
administrative expenses decreased in the first quarter of 2015 mainly as a
result of lower office expenses and a favourable fluctuation in foreign exchange
rates applicable on the translation of Canadian dollars expenses.
Impairment – Mineral Properties
No impairment was recognized during the first quarter of 2015.
During the three months ended March 31, 2014, the Company recognized a mineral
property impairment charge of $1,658,000 associated with the Company’s release
of its Black Lake land holdings in Canada.
Other Income and Expenses
The Company recognized other expenses of $5,280,000 during the
three months ended March 31, 2015, compared to other expenses of $3,402,000
during the same period in 2014. The increase during the first quarter of 2015 is
primarily due to an increase in foreign exchange losses due to unfavourable
fluctuations in foreign exchange rates and losses recognized on investments
carried at fair value, compared to gains recognized on investments carried at
fair value during the comparable prior period.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $13,616,000 at March 31, 2015
compared with $18,640,000 at December 31, 2014. The decrease of $5,024,000 was
primarily due to net cash used in operations of $7,049,000 and a net foreign
exchange loss of $1,520,000 on the translation of currency balances at period
end, offset in part by net cash provided by investing and financing activities
of $3,141,000 and $404,000, respectively.
Net cash used in operating activities of $7,049,000 during the
three months ended March 31, 2015 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
$2,208,000 in trade and other receivables, partly offset by an increase of
$1,872,000 in accounts payable and accrued liabilities.
Net cash provided by investing activities of $3,141,000
consists primarily of cash provided by the maturity of investments in debt
instruments and the sale of investments in equity instruments totaling
$4,031,000.
Net cash provided by financing activities of $404,000 largely
reflects proceeds received from the issuance of common shares on the exercise of
stock options and warrants.
As at March 31, 2015, the Company estimates it has spent
CAD$7,749,000 on eligible Canadian exploration expenses towards its obligation
under the flow-through share financing raised in August 2014 for gross proceeds
of $14,997,000. The remaining balance of CAD$7,248,000 is expected to be
incurred by December 31, 2015.
The Company holds the large majority of its cash in CAD
denominated bank accounts. As at March 31, 2015, the Company’s cash and cash
equivalents amount to CAD$17,246,000.
- 10 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Revolving Term Credit Facility
On January 30, 2015, the Company entered into an agreement with
the Bank of Nova Scotia to amend the terms of a revolving term credit facility
entered into in 2014 and to extend the maturity date to January 31, 2016. Under
the amended agreement, the Company has access to credit of up to CAD$24,000,000.
Use of the facility remains restricted to non-financial letters of credit in
support of reclamation obligations.
The amended agreement contains a covenant to maintain a level
of tangible net worth greater than or equal to the sum of $150,000,000 and a
covenant to maintain a minimum balance of cash and equivalents of CAD$5,000,000
on deposit with the Bank of Nova Scotia. As security for the amended facility,
Denison 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. The amended facility is also subject to
letter of credit and standby fees of 2.40% and 0.75%, respectively.
Reclamation Sites
Elliot Lake – Spending on restoration activities at the
Elliot Lake sites is funded from monies in the Elliot Lake Reclamation Trust
Fund. At March 31, 2015, the amount of restricted cash and investments relating
to the Elliot Lake Reclamation Trust fund was $2,414,000.
McClean Lake and Midwest – Under the Mineral Industry
Environmental Protection Regulations, 1996, the Company is required to
provide its pro-rata share of financial assurances to the Province. The Company
has in place irrevocable standby letters of credit from a chartered bank in
favour of Saskatchewan’s Ministry of Environment, totaling CAD$9,698,000 which
relate to a previously filed reclamation plan. Under the preliminary plan
submitted in November 2014, the Company expects to increase its pro-rata share
of financial assurances to the Province to approximately CAD$22,446,000.
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 UPC’s 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.
The following management fees were received from UPC for the
periods noted:
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
| (in
thousands) |
|
2015 |
|
|
2014 |
|
| |
|
|
|
|
|
|
| Revenue |
|
|
|
|
|
|
| Management fees |
$ |
462 |
|
$ |
418 |
|
|
Commission fees |
|
22
|
|
|
131
|
|
| |
$ |
484 |
|
$ |
549 |
|
At March 31, 2015, accounts receivable includes $175,000
(December 31, 2014: $123,000) due from UPC with respect to the fees and
transactions discussed above.
- 11 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Korea Electric Power Corporation (“KEPCO”)
In 2009, Denison entered into a strategic relationship
agreement with its largest shareholder, KEPCO. Pursuant to the strategic
relationship agreement, KEPCO is entitled to subscribe for additional common
shares in Denison’s 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 Denison’s Board, so long as its share interest in Denison is above
5.0% . In January 2015, Mr. Tae Hwan Kim, KEPCO’s representative on Denison’s
Board resigned and was replaced by Mr. Joo Soo Park.
As at March 31, 2015, KEPCO holds 58,284,000 shares of Denison
representing a share interest of 11.5% .
As at March 31, 2015, 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 remaining 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 75% 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 75% of the voting interest. As at March 31, 2015, KWULP has a funding
obligation to WLUC and WLULP of CAD$802,000. Denison has recorded its
proportionate share of this amount of $380,000 (CAD$481,000) as a component of
trade and other receivables.
Other
During the three months ended March 31, 2015, all services and
transactions with the following related parties were made on terms equivalent to
those that prevail with arm’s length transactions:
| • |
Investor relations, administrative service fees and other
expenses of $14,000 (March 31, 2014: $15,000) were incurred with Namdo
Management Services Ltd, which shares a common officer with Denison. These
services were incurred in the normal course of operating a public company.
At March 31, 2015, an amount of $nil (December 31, 2014: $nil) was due to
this company. |
| |
|
| • |
Legal fees of $nil (March 31, 2014: $107,000) were
incurred with Cassels Brock & Blackwell, LLP, a law firm of which a
member of Denison’s Board of Directors is a partner. In the prior year,
the services and associated costs were mainly related to the acquisition
of International Enexco Ltd. and the Company’s internal reorganization of
its interests to consolidate its African holdings. At March 31, 2015, an
amount of $nil (December 31, 2014: $1,000) was due to the law firm.
|
Compensation of Key Management Personnel
Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the activities of the
Company, directly or indirectly. Key management personnel include the Company’s
executive officers, vice-presidents and members of its Board of Directors.
The following compensation was awarded to key management
personnel:
| |
|
Three Months Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
| (in
thousands) |
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
Salaries and short-term employee benefits
|
$ |
485 |
|
$ |
640 |
|
|
Share-based
compensation |
|
117
|
|
|
141
|
|
|
Key management personnel compensation |
$ |
602 |
|
$ |
781 |
|
- 12 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
SUBSEQUENT EVENTS
Flow-Through Common Shares Offering
On April 29, 2015, the Company entered into an agreement with
Dundee Securities Ltd. (the “Underwriters”), under which the Underwriters have
agreed to purchase, on a “bought deal” private placement basis, 12,000,000
flow-through common shares of the Company at a price of CAD$1.25 per share for
total gross proceeds of CAD$15,000,000. The closing of the Offering is expected
to occur on or about May 26, 2015. The Company intends to use the gross proceeds
for Canadian exploration expenses and will agree to renounce such expenses to
subscribers no later than December 31, 2015.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
OUTSTANDING SHARE DATA
At May 6, 2015, there were 506,438,669 common shares issued and
outstanding, stock options exercisable for 7,724,965 Denison common shares, and
warrants exercisable for 517,127 Denison common shares for a total of
514,680,761 common shares on a fully-diluted basis.
OUTLOOK FOR 2015
The Company has completed a successful winter exploration
program in Canada and plans to aggressively follow up with a summer exploration
program on certain high priority projects. In general, the Company’s
exploration, development and operation plans for 2015 remain unchanged at the
end of the first quarter of the year. The Company, however, has modified its
view of the USD$ to CAD$ exchange rate that will be applicable during 2015.
Given the significant devaluation of the Canadian dollar early in the first
quarter, the Company has revised its outlook to reflect a USD$ to CAD$ foreign
exchange rate of 1.24, as compared to the original budgeted rate of 1.12.
| |
|
|
Previous |
|
|
Current |
|
|
Actual to |
|
| |
(in
thousands) |
|
Budget 2015 (1) |
|
|
Outlook 2015 (1) |
|
|
March 31, 2015 (3) |
|
| |
Canada (2) |
|
|
|
|
|
|
|
|
|
| |
Mineral Sales & Toll Milling
Revenue |
$ |
3,410 |
|
$ |
3,200 |
|
$ |
202 |
|
| |
Mineral Property Exploration |
|
(14,210 |
) |
|
(12,890 |
) |
|
(5,687 |
) |
| |
Development & Operations |
|
(1,770 |
) |
|
(1,620 |
) |
|
(229 |
) |
| |
|
|
(12,570 |
) |
|
(11,310 |
) |
|
(5,714 |
) |
| |
Africa |
|
|
|
|
|
|
|
|
|
| |
Zambia & Mali
|
|
(2,340 |
) |
|
(2,340 |
) |
|
(605 |
) |
| |
|
|
(2,340 |
) |
|
(2,340 |
) |
|
(605 |
) |
| |
Asia |
|
|
|
|
|
|
|
|
|
| |
Mongolia |
|
(725 |
) |
|
(725 |
) |
|
(490 |
) |
| |
|
|
(725 |
) |
|
(725 |
) |
|
(490 |
) |
| |
Other Activities (2) |
|
|
|
|
|
|
|
|
|
| |
UPC Management |
|
1,850 |
|
|
1,680 |
|
|
450 |
|
| |
DES Environmental Services |
|
170 |
|
|
150 |
|
|
(13 |
) |
| |
Corporate General
& Administration |
|
(4,570 |
) |
|
(4,150 |
) |
|
(1,094 |
) |
| |
|
|
(2,550 |
) |
|
(2,320 |
) |
|
(657 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| |
Total |
$ |
(18,185 |
) |
$ |
(16,695 |
) |
$ |
(7,466 |
) |
| |
(1) |
Only material operations are shown. |
| |
(2) |
Previous Budget 2015 figures have been converted using a
US$ to CAD$ exchange rate of 1.12. Current Outlook 2015 figures have been
converted using a US$ to CAD$ exchange rate of 1.24. |
| |
(3) |
The Company budgets on a cash basis. As a result, actual
amounts represent a non-GAAP measure and excludes non-cash depreciation
and amortization amounts of $398,000. |
- 13 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Canada
Mineral Property Exploration
The 2015 budget for the Canadian exploration program is
approximately CAD$23.1 million, of which Denison’s share is expected to be
CAD$15.8 million. Denison’s exploration expenditures are largely being funded by
the proceeds from the Company’s flow-through share offering completed in August
2014, which raised CAD$15.0 million.
The winter drilling program was completed in April 2015, while
geophysical surveys remain underway on several properties as work continues on
the development of a 34,000 metre summer exploration program for Denison
operated properties. An aggressive summer exploration campaign is expected to
include drilling programs on eight properties, all of which are operated by
Denison: Wheeler River, Bell Lake, Murphy Lake, Waterbury Lake, Jasper Lake,
Stevenson River, Crawford Lake and Bachman Lake.
Wheeler River
The 2015 budget for the exploration program at Wheeler River
includes diamond drilling, ground geophysics and line cutting at a total cost of
CAD$10.0 million (Denison’s share, CAD$6.0 million).
As the primary focus of the Company’s summer exploration
program, 36 drill holes totaling 24,000 metres are planned for the Wheeler River
property. Several new high priority targets were identified in the proximity of
the Gryphon zone during the winter program, including the discovery of a new
area of unconformity mineralization south of Gryphon. The Company plans to
aggressively follow up on these targets during the summer exploration season and
evaluate other prospective target areas on the property.
The Gryphon zone is an important uranium discovery and has the
potential to significantly increase the resource base at Wheeler River, which is
currently highlighted by the high grade Phoenix deposit with a total indicated
mineral resource estimate of 70.2 million pounds U3O8 with grades over 19% U3O8
and a total inferred mineral resource estimate of 1.1 million pounds U3O8 with
grades over 5% U3O8. The additional drilling planned at the Gryphon Zone during
the summer of 2015 should be sufficient to support the preparation of an updated
estimate of mineral resources for Wheeler River later in the year.
Mineral Sales, Toll Milling Revenue, Development &
Operations
The 2015 production plan calls for between six million and
eight million pounds U3O8 to be packaged at the McClean Lake mill during the
year. Production is expected to be primarily from Cigar Lake ore, with
supplemental ore from the McClean Lake joint venture stockpiles. Denison’s share
of operating and capital expenditures at McClean Lake in 2015 is estimated at
CAD$500,000. Denison’s expenditures are expected to be offset by toll milling
fees and revenue from the sale of approximately 26,000 pounds U3O8, recovered
from McClean Lake ores. Denison’s total revenue from operations is projected to
be CAD$3.8 million.
Given the current forecasts for the price of uranium, the SABRE
program will be kept on care and maintenance and the McClean North and Midwest
projects will remain on stand-by in 2015. Total expenditures on SABRE are
planned to be CAD$900,000 (Denison’s share, CAD$203,000), and total expenditures
on McClean North and Midwest are planned to be CAD$375,000 (Denison’s share,
CAD$94,000).
Reclamation expenditures at Elliot Lake are projected to be
CAD$819,000.
Africa
The Company has budgeted spending approximately $2.3 million
during 2015 to maintain its projects in good standing, while the Company waits
for market conditions that will permit a spin-out or disposal of its African
portfolio. On its wholly owned Mutanga project in Zambia, activities will focus
on generating additional exploration targets through soil and radon sampling,
excavator trenching and geological mapping. In Mali, activities will focus on an
expansion of previous airborne geophysical surveying and renewing the
exploration license for the Falea project.
- 14 -
| DENISON MINES
CORP. |
| Management’s Discussion and Analysis |
| For the Three Months Ended March 31, 2015 |
| (Expressed in U.S.
Dollars, unless otherwise noted) |
Asia
In Mongolia, the Company continues to pursue strategic
alternatives for its 85% interest in the GSJV and expects to provide further
guidance on its plans during the second quarter of the year. The budget for
Mongolia is estimated to be $725,000 for 2015.
Other Activities
Management fees generated from Denison’s management services
agreement with UPC are budgeted to be CAD$2.1 million in 2015.
At DES, revenue from operations is budgeted at CAD$7.4 million
and operating and capital expenses are forecasted to be CAD$7.2 million.
Corporate general and administration expenses are forecast to
be CAD$4.9 million in 2015 and include all head office wages and benefits,
office costs, audit and regulatory costs, legal fees, investor relations
expenses and all other costs related to operating a public company with listings
in Canada and the United States.
CONTROLS AND PROCEDURES
The Company’s 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 Company’s internal control
over financial reporting that occurred during the three months ended March 31,
2015 that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.
RISK FACTORS
There are a number of factors that could negatively affect
Denison’s business and the value of Denison’s common shares, including the
factors listed in the Company’s Annual Information Form dated March 5, 2015
available at www.sedar.com, and in the Company’s Form 40-F available at
www.sec.gov/edgar.shtml.
QUALIFIED PERSON
The disclosure of scientific and technical information
regarding Denison’s properties in the MD&A was prepared by or reviewed by
Steve Blower, P. Geo., the Company’s 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
Denison’s Annual Information Form dated March 5, 2015 available at
www.sedar.com, and its Form 40-F available at www.sec.gov/edgar.shtml.
- 15 -
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, David D. Cates, President and Chief Executive Officer of
Denison Mines Corp., certify the following:
| 1. |
Review: I have reviewed the interim
financial report and interim MD&A (together, the "interim filings") of
Denison Mines Corp. (the "issuer") for the interim period ended March 31,
2015. |
| |
|
| 2. |
No misrepresentations: Based on my
knowledge, having exercised reasonable diligence, the interim filings do
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated or that is necessary to make a
statement not misleading in light of the circumstances under which it was
made, with respect to the period covered by the interim filings. |
| |
|
| 3. |
Fair presentation: Based on my knowledge,
having exercised reasonable diligence, the interim financial report
together with the other financial information included in the interim
filings fairly present in all material respects the financial condition,
financial performance and cash flows of the issuer, as of the date of and
for the periods presented in the interim filings. |
| |
|
| 4. |
Responsibility: The issuer's other
certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (DC&P) and internal
control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings, for the issuer. |
| |
|
| 5. |
Design: Subject to the limitations, if any,
described in paragraphs 5.2 and 5.3, the issuer's other certifying
officer(s) and I have, as at the end of the period covered by the interim
filings |
| |
(a) |
designed DC&P, or caused it to be designed under our
supervision, to provide reasonable assurance that |
| |
|
|
|
| |
|
(i) |
material information relating to the issuer is made known
to us by others, particularly during the period in which the interim
filings are being prepared; and |
| |
|
|
|
| |
|
(ii) |
information required to be disclosed by the issuer in its
annual filings, interim filings or other reports filed or submitted by it
under securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities legislation;
and |
| |
|
|
|
| |
(b) |
designed ICFR, or caused it to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with the issuer's
GAAP. |
| 5.1 |
Control framework: The control framework
the issuer's other certifying officer(s) and I used to design the issuer's
ICFR is Internal Control – Integrated Framework (COSO Framework)
published by The Committee of Sponsoring Organizations of the Treadway
Commission (COSO). |
| |
|
| 5.2 |
ICFR: Not applicable. |
| |
|
| 5.3 |
Limitation on scope of design: Not
applicable. |
| |
|
| 6. |
Reporting changes in ICFR: The issuer has
disclosed in its interim MD&A any change in the issuer's ICFR that
occurred during the period beginning on January 1, 2015 and ended on March
31, 2015 that has materially affected, or is reasonably likely to
materially affect, the issuer's ICFR. |
Date: May 6, 2015
Signed by “David D.
Cates”
Name: David D. Cates
Title: President and Chief Executive
Officer
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
I, Gabriel (Mac) McDonald, Vice President Finance and Chief
Financial Officer of Denison Mines Corp., certify the following:
| 1. |
Review: I have reviewed the interim
financial report and interim MD&A (together, the "interim filings") of
Denison Mines Corp. (the "issuer") for the interim period ended March 31,
2015. |
| |
|
| 2. |
No misrepresentations: Based on my
knowledge, having exercised reasonable diligence, the interim filings do
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated or that is necessary to make a
statement not misleading in light of the circumstances under which it was
made, with respect to the period covered by the interim filings. |
| |
|
| 3. |
Fair presentation: Based on my knowledge,
having exercised reasonable diligence, the interim financial report
together with the other financial information included in the interim
filings fairly present in all material respects the financial condition,
financial performance and cash flows of the issuer, as of the date of and
for the periods presented in the interim filings. |
| |
|
| 4. |
Responsibility: The issuer's other
certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (DC&P) and internal
control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings, for the issuer. |
| |
|
| 5. |
Design: Subject to the limitations, if any,
described in paragraphs 5.2 and 5.3, the issuer's other certifying
officer(s) and I have, as at the end of the period covered by the interim
filings |
| |
(a) |
designed DC&P, or caused it to be designed under our
supervision, to provide reasonable assurance that |
| |
|
|
|
| |
|
(i) |
material information relating to the issuer is made known
to us by others, particularly during the period in which the interim
filings are being prepared; and |
| |
|
|
|
| |
|
(ii) |
information required to be disclosed by the issuer in its
annual filings, interim filings or other reports filed or submitted by it
under securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities legislation;
and |
| |
|
|
|
| |
(b) |
designed ICFR, or caused it to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with the issuer's
GAAP. |
| 5.1 |
Control framework: The control framework
the issuer's other certifying officer(s) and I used to design the issuer's
ICFR is Internal Control – Integrated Framework (COSO Framework)
published by The Committee of Sponsoring Organizations of the Treadway
Commission (COSO). |
| |
|
| 5.2 |
ICFR: Not applicable. |
| |
|
| 5.3 |
Limitation on scope of design: Not
applicable. |
| |
|
| 6. |
Reporting changes in ICFR: The issuer has
disclosed in its interim MD&A any change in the issuer's ICFR that
occurred during the period beginning on January 1, 2015 and ended on March
31, 2015 that has materially affected, or is reasonably likely to
materially affect, the issuer's ICFR. |
Date: May 6, 2015
Signed by “Gabriel (Mac)
McDonald”
Name: Gabriel (Mac) McDonald
Title: Vice President Finance and
Chief Financial Officer
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