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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: August 11, 2023
Commission File Number: 001-33414
Denison Mines Corp.
(Name of
registrant)
1100-40 University Avenue
Toronto Ontario
M5J 1T1 Canada
(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 ☒
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): ☐
INCORPORATION BY REFERENCE
Exhibit 99.1 to
this Form 6-K of Denison Mines Corp. is hereby incorporated by
reference to its Registration Statement on Form F-10 (File No.
333-258939), as amended or
supplemented.
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/ Amanda Willett
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Date: August
11, 2023
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Amanda
Willett
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Vice
President Legal and Corporate Secretary
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FORM 6-K
EXHIBIT INDEX
Exhibit 99.1
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Denison Mines
Corp.
1100 – 40
University Ave
Toronto, ON M5J
1T1
www.denisonmines.com
@DenisonMinesCo
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PRESS
RELEASE
Denison
Announces Filing of Technical Report for Wheeler
River
Toronto, ON – August 9, 2023.
Denison Mines Corp.
(“Denison” or the “Company”) (TSX: DML;
NYSE American: DNN) announces the filing of its technical report
supporting the results of (i) the Feasibility Study (“Phoenix
FS”) completed for In-Situ Recovery (“ISR”)
mining of the high-grade Phoenix uranium deposit
(“Phoenix”) and (ii) a cost update (“Gryphon
Update”) to the 2018 Pre-Feasibility Study (“2018
PFS”) for conventional underground mining of the
basement-hosted Gryphon uranium deposit (“Gryphon”).
The report is titled “NI 43-101 Technical Report on the
Wheeler River Project Athabasca Basin, Saskatchewan, Canada”
dated August 8, 2023 with an effective date of June 23, 2023
(“Technical Report”).
The parties to
the Wheeler River Joint Venture are Denison (operator) and JCU
(Canada) Exploration Company Limited (“JCU”). Denison
has an effective 95% ownership interest in the WRJV (90% directly,
and 5% indirectly through a 50% ownership in JCU).
This press release constitutes a “designated news
release” for the purposes of the Company’s prospectus
supplement dated September 28, 2021 to its short form base shelf
prospectus dated September 16, 2021.
Wheeler River Technical Report
The
Technical Report will be posted on the Company’s website at
www.denisonmines.com and is or will be available under its profile
on SEDAR at www.sedarplus.ca and on EDGAR at
www.sec.gov/edgar.shtml.
This
report supports the disclosure made by the Company in its news
release dated June 26, 2023, “Denison reports significant
increase in economic results for Wheeler River” (the
“News Release”). There are no material differences in
the Technical Report from the information disclosed in the News
Release.
As outlined below and in the
News Release, (i) the Phoenix FS confirms robust economics
and the technical viability of an ISR uranium mining operation with
low initial capital costs and a high rate of return, and (ii) the
Gryphon PFS Update demonstrates that the underground development of
Gryphon is a positive potential future use of cash flows generated
from Phoenix, as it is able to leverage existing infrastructure to
provide an additional source of low-cost production.
Summary of Economic Results (100% Basis) – Base
Case
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Phoenix
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Gryphon
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Uranium
selling price
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UxC Spot Price(1)
(~USD$66 to USD$70/lb U3O8)
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USD$75/lb U3O8(2)
(Fixed
selling price)
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Exchange
Rate (USD$:CAD$)
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1.35
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1.35
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Discount
Rate
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8%
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8%
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Operating profit margin(3)
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90.9%
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83.0%
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Pre-tax NPV8%(4)
(Change from
2018 PFS)(5)
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$2.34 billion (+150%)
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$1.43 billion (+148%)
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Pre-tax IRR(4)
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105.9%
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41.4%
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Pre-tax payback period(6)
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~10 months
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~ 20 months
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Post-tax NPV8%(4)
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$1.43 billion
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$864.2 million
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Post-tax IRR(4)
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82.3%
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37.6%
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Post-tax payback period(6)
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~11 months
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~ 22 months
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Adjusted Post-tax NPV8%(4)(7)
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$1.56 billion
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n/a
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Adjusted Post-tax IRR(4)(7)
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90.0%
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n/a
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Adjusted Post-tax payback
period(6)(7)
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~10 months
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n/a
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(1)
Spot price forecast is based on “Composite Midpoint”
scenario from UxC’s Q2’2023 Uranium Market Outlook
(“UMO”) and is stated in constant (not-inflated)
dollars, see the News Release and Technical Report for
details.
(2)
Fixed selling price is based on the forecasted annual
“Composite Midpoint” long-term uranium price from
UxC’s Q2’2023 UMO and is stated in constant
(not-inflated) dollars, see the News Release and Technical Report
for details.
(3)
Operating profit margin is calculated as aggregate uranium revenue
less aggregate operating costs, divided by aggregate uranium
revenue. Operating costs exclude all royalties, surcharges and
income taxes.
(4)
NPV and IRR are calculated to the start of construction activities
for the applicable operation, and excludes $67.4 million and $56.5
million in pre-FID expenditures for Phoenix and Gryphon,
respectively.
(5)
Change from 2018 PFS is computed by reference to the same scenario
from the 2018 PFS, adjusted to incorporate certain pre-FID costs
for consistent comparability.
(6)
Payback period is stated as number of months to payback from the
start of uranium production.
(7)
The Adjusted Post-tax NPV, IRR and payback period are based on the
“adjusted Post-tax” scenario, which includes the
benefit of certain entity level tax attributes which are expected
to be available and used to reduce taxable income from the Phoenix
operation. There is no “adjusted” post-tax case for
Gryphon, given that the entity level tax attributes of the WRJV
owners are assumed to have been fully depleted by the Phoenix
operation. See the News Release and Technical Report for
details.
Front-End Engineering Design
The
completion of the Phoenix FS is a key milestone to support the next
phases of engineering design for the project. The front-end
engineering design (“FEED”) phase has already commenced
and is expected to be completed before the end of the year. The
objective of the FEED phase is to assess optimization opportunities
and identify key long lead procurement requirements. Including the
detailed design phase, project engineering efforts are expected to
be completed in approximately two years.
Following
a future final investment decision (“FID”) and
completion of engineering, construction is expected to last another
two years. Assuming sufficient funding is secured by the owners of
the WRJV, engineering and other pre-construction activities advance
per plan, and timely receipt of required regulatory approvals,
first production is currently anticipated to occur in 2027 or
2028.
For more information, please contact:
David
Cates
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(416) 979-1991
ext. 362
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President and
Chief Executive Officer
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Mac
McDonald
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(416) 979-1991
ext. 242
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Exec. Vice
President & Chief Financial Officer
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Follow Denison on
Twitter
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@DenisonMinesCo
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About
Denison
Denison is a uranium exploration and development company with
interests focused in the Athabasca Basin region of northern
Saskatchewan, Canada. The Company has an effective 95% interest in
its flagship Wheeler River Uranium Project, which is the largest
undeveloped uranium project in the infrastructure rich eastern
portion of the Athabasca Basin region of northern Saskatchewan. The
Feasibility Study was completed for Wheeler River’s Phoenix
deposit as an ISR mining operation, and the Gryphon Update to the
previously prepared Pre-Feasibility Study was completed for Wheeler
River’s Gryphon deposit as a conventional underground mining
operation. Based on the respective studies, both deposits have the
potential to be competitive with the lowest cost uranium mining
operations in the world. Permitting efforts for the planned Phoenix
ISR operation commenced in 2019 and have advanced significantly,
with licensing in progress and a draft Environmental Impact
Statement submitted for regulatory and public review in October
2022.
Denison’s interests in Saskatchewan also include a 22.5%
ownership interest in the McClean Lake Joint Venture, which
comprises several uranium deposits and the McClean Lake uranium
mill that is contracted to process the ore from the Cigar Lake mine
under a toll milling agreement, plus a 25.17% interest in the
Midwest Main and Midwest A deposits and a 67.41% interest in the
Tthe Heldeth Túé (‘THT’, formerly J Zone) and
Huskie deposits on the Waterbury Lake property. The Midwest Main,
Midwest A, THT and Huskie deposits are located within 20 kilometres
of the McClean Lake mill.
Through its 50% ownership of JCU, Denison holds additional
interests in various uranium project joint ventures in Canada,
including the Millennium project (JCU, 30.099%), the Kiggavik
project (JCU, 33.8118%) and Christie Lake (JCU,
34.4508%).
Denison’s exploration portfolio includes further interests in
properties covering ~285,000 hectares in the Athabasca Basin
region.
Denison is also engaged in post-closure mine care and maintenance
services through its Closed Mines group, which manages
Denison’s reclaimed mine sites in the Elliot Lake region and
provides related services to certain third-party
projects.
Qualified
Persons
The technical information contained in this release has been
reviewed and approved by Mr. Chad Sorba, P.Geo, Denison’s
Director, Technical Services, and Mr. Andrew Yackulic, P. Geo.,
Denison’s Director, Exploration, each of whom is a Qualified
Person in accordance with the requirements of NI
43-101.
Non-GAAP
Financial Measures
This release includes certain terms or performance measures
commonly used in the mining industry that are not defined under
International Financial Reporting Standards (“IFRS”).
Such non-GAAP performance measures, including NPV, are included
because the Company understands that investors use this information
to determine the Company’s ability to generate earnings and
cash flows. The Company believes that conventional measures of
performance prepared in accordance with IFRS do not fully
illustrate the ability of mines to generate cash flows. Non-GAAP
financial measures should not be considered in isolation as a
substitute for measures of performance prepared in accordance with
IFRS and are not necessarily indicative of operating costs,
operating profit or cash flows presented under IFRS.
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”, “budget”,
“scheduled”, “estimates”,
“forecasts”, “intends”,
“anticipates”, or “believes”, or the
negatives and / or variations of such words and phrases, or state
that certain actions, events or results “may”,
“could”, “would”, “might” or
“will be taken”, “occur”, “be
achieved” or “has the potential to”.
In particular, this press release contains forward-looking
information pertaining to the results of, and estimates,
assumptions and projections provided in, the Technical Report and
the interpretation of the Phoenix FS and Gryphon Update and
expectations with respect thereto, including estimates of NPV,
capital costs, operating costs and estimated uranium revenue;
expectations with respect to pre- and post-FID costs; expectations
with respect to taxes and royalties; assumptions with respect to
uranium prices; expectations with respect to project development
and permitting; plans for FEED and detailed design for Phoenix;
future development methods and plans; the timing for commencement
of production; and joint venture ownership interests and the
continuity of its agreements with its joint venture
partners.
Forward looking statements are based on the
opinions and estimates of management as of the date such statements
are made, and they are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Denison to be
materially different from those expressed or implied by such
forward-looking statements. For example, the modelling and
assumptions upon which the interpretation of results are based may
not be maintained after further testing or be representative of
actual conditions. Denison believes that the expectations reflected
in this forward-looking information are reasonable but there can be
no assurance that such statements will prove to be accurate and may
differ materially from those anticipated in this forward looking
information. For a discussion in respect of risks and other factors
that could influence forward-looking events, please refer to the
“Risk Factors” in Denison’s Annual Information
Form dated March 27, 2023 available under its profile at
www.sedar.com and its Form 40-F
available at www.sec.gov/edgar.shtml. These factors are not, and should not be
construed as, being exhaustive.
Accordingly, readers should not place undue reliance on
forward-looking statements. The forward-looking information
contained in this press release is expressly qualified by this
cautionary statement. Any forward-looking information and the
assumptions made with respect thereto speaks only as of the date of
this press release. 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 its expectations except as otherwise
required by applicable legislation.
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