デニソンマインズの適時開示

DENISON MINES CORP.

/s/ Amanda Willett

Date: August 8, 2025

Amanda Willett

Vice President Legal and Corporate Secretary

6-K 1 form6-k.htm FORM 6-K DATED AUGUST 8, 2025 Blueprint

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 8, 2025

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): ☐

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.

FORM 6-K EXHIBIT INDEX

Exhibit Number		Description

99.1		Interim Consolidated Financial Statements for the period ended June 30, 2025
99.2		Management's Discussion and Analysis for the three months ended June 30, 2025
99.3		Form 51-102F2 Certification of Interim Filings - CEO
99.4		Form 51-102F2 Certification of Interim Filings - CFO
99.5		Press release dated August 7, 2025

EX-99.1 2 a2025-06dmcfinancialsfili.htm INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025 a2025-06dmcfinancialsfili

Exhibit 99.1

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in thousands of Canadian dollars (“CAD”) except for share amounts)
		At June 30 2025		At December 31 2024
ASSETS
Current
Cash and cash equivalents (note 4)	$	54,533	$	$108,518
Trade and other receivables		4,115		3,075
Inventories		4,102		3,746
Investments-equity instruments (note 5)		7,563		6,292
Investments-uranium (note 7)		32,128		-
Prepaid expenses and other		2,984		2,093
		105,425		123,724
Non-Current
Inventories-ore in stockpiles		2,098		2,098
Investments-equity instruments (note 5)		5,075		1,755
Investments-uranium (note 5)		203,487		231,088
Investments-convertible debentures (note 5)		12,492		13,000
Investments-joint venture (note 6)		19,726		20,663
Restricted cash and investments		12,145		11,624
Property, plant and equipment (note 7)		265,419		259,661
Other long-term assets		1,016		-
Total assets	$	626,883	$	663,613
LIABILITIES
Current
Accounts payable and accrued liabilities (note 8)	$	20,073	$	21,333
Current portion of long-term liabilities:
Deferred revenue (note 9)		4,517		4,501
Reclamation obligations (note 10)		1,569		1,713
Other liabilities		567		6,344
		26,726		33,891
Non-Current
Deferred revenue (note 9)		28,222		29,492
Reclamation obligations (note 10)		31,145		30,601
Other liabilities		2,821		2,936
Deferred income tax liability		2,114		2,371
Total liabilities		91,028		99,291
EQUITY
Share capital (note 11)		1,666,474		1,665,189
Contributed surplus		74,785		73,311
Deficit		(1,207,036)		(1,176,000)
Accumulated other comprehensive income		1,632		1,822
Total equity		535,855		564,322
Total liabilities and equity	$	626,883	$	663,613
Issued and outstanding common shares (note 11)		896,422,542		895,713,101
Commitments and contingencies (note 18)
The accompanying notes are an integral part of the condensed interim consolidated financial statements

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (Unaudited - Expressed in thousands of CAD dollars except for share and per share amounts)
		Three Months Ended June 30				Six Months Ended June 30
		2025		2024		2025		2024


REVENUES (note 14)	$	1,276	$	1,326	$	2,651	$	2,158

EXPENSES
Operating expenses (note 14)		(1,386)		(1,367)		(2,609)		(2,587)
Exploration (note 14)		(2,510)		(1,755)		(10,564)		(7,168)
Evaluation (note 14)		(11,106)		(6,708)		(20,136)		(12,409)
General and administrative (note 14)		(4,603)		(3,741)		(9,346)		(7,325)
Other income (expense) (note 13)		32,822		(4,596)		5,415		(9,678)
		13,217		(18,167)		(37,240)		(39,167)
Income (loss) before net finance expense, equity accounting		14,493		(16,841)		(34,589)		(37,009)

Finance (expense) income, net (note 13)		(293)		902		(118)		1,743
Equity pick up-investment in associates (note 5)		(1,359)		-		(1,499)		-
Equity pick up-joint venture (note 6)		(426)		(547)		(937)		(1,128)
Income (loss) before taxes		12,415		(16,486)		(37,143)		(36,394)
Deferred Income tax recovery		83		45		6,107		73
Net income (loss) from continuing operations		12,498		(16,441)		(31,036)		(36,321)
Net income from discontinued operations, net of taxes (note 14)		-		471		-		471
Net income (loss) for the period	$	12,498	$	(15,970)	$	(31,036)	$	(35,850)

Other comprehensive income (loss):
Items that are or may be subsequently reclassified to income (loss):
Foreign currency translation change		(188)		(18)		(190)		(67)
Comprehensive income (loss) for the period	$	12,310	$	(15,988)	$	(31,226)	$	(35,917)


Continuing operations net income (loss) per share:
Basic	$	0.01	$	(0.02)	$	(0.03)	$	(0.04)
Diluted	$	0.01	$	(0.02)	$	(0.03)	$	(0.04)

Discontinued operations net income per share:
Basic	$	-	$	0.00	$	-	$	0.00
Diluted	$	-	$	0.00	$	-	$	0.00


Weighted-average number of shares outstanding (in thousands):
Basic		896,322		892,230		896,049		891,727
Diluted		903,172		892,230		896,049		891,727

The accompanying notes are an integral part of the condensed interim consolidated financial statements

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited - Expressed in thousands of CAD dollars)
		Six Months Ended June 30
		2025		2024

Share capital (note 11)
Balance-beginning of period	$	1,665,189	$	1,655,024
Other shares issued, net of issue costs		108		95
Share options exercised-cash		165		1,082
Share options exercised-transfer from contributed surplus		84		509
Share units exercised-transfer from contributed surplus		928		379
Balance-end of period		1,666,474		1,657,089

Contributed surplus
Balance-beginning of period		73,311		69,823
Share-based compensation expense (note 12)		2,486		2,212
Share options exercised-transfer to share capital		(84)		(509)
Share units exercised-transfer to share capital		(928)		(379)
Balance-end of period		74,785		71,147

Deficit
Balance-beginning of period		(1,176,000)		(1,084,881)
Net loss		(31,036)		(35,850)
Balance-end of period		(1,207,036)		(1,120,731)

Accumulated other comprehensive income (note 13)
Balance-beginning of period		1,822		1,818
Foreign currency translation		(190)		(67)
Balance-end of period		1,632		1,751

Total Equity
Balance-beginning of period	$	564,322	$	641,784
Balance-end of period	$	535,855	$	609,256

The accompanying notes are an integral part of the condensed interim consolidated financial statements

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited - Expressed in thousands of CAD dollars)
		Six Months Ended June 30
		2025		2024
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net loss for the period	$	(31,036)	$	(35,850)
Adjustments and items not affecting cash and cash equivalents:
Depletion, depreciation, amortization and accretion		5,232		5,219
Fair value change (gains) losses:
Investments-equity instruments (notes 5 and 13)		(2,101)		3,424
Investments-uranium (note 5 and 13)		(4,527)		5,757
Investments-convertible debentures (notes 5 and 13)		508		1,435
Deferred consideration (notes 5 and 13)		(115)		-
Investment in associate-equity pick up (note 5)		1,499		-
Joint venture-equity pick up (note 6)		937		1,128
Recognition of deferred revenue (note 9)		(2,651)		(2,158)
Gain on property, plant and equipment disposals		-		(130)
Post-employment benefit payments		(29)		(65)
Reclamation obligation expenditures (note 10)		(522)		(1,216)
Share-based compensation (note 12)		2,486		2,212
Foreign exchange loss (gain) (note 13)		1,127		(1,111)
Deferred income tax recovery		(6,107)		(73)
Change in non-cash operating working capital items (note 13)		(4,545)		1,450
Net cash used in operating activities		(39,844)		(19,978)

INVESTING ACTIVITIES
Additions of property, plant and equipment (note 7)		(11,319)		(3,046)
Increase in restricted cash and investments		(521)		(830)
Purchase of equity investments (note 5)		(632)		-
Purchase of investment in joint venture (note 6)		-		(1,949)
Proceeds on disposal of investments – uranium (note 5)		-		13,598
Proceeds on disposal of property, plant and equipment		-		207
Net cash (used in) provided by investing activities		(12,472)		7,980

FINANCING ACTIVITIES
Proceeds from share options exercised (note 12)		165		1,082
Repayment of debt obligations		(242)		(119)
Payment of issue costs		(252)		-
Net cash (used in) provided by financing activities		(329)		963

Decrease in cash and cash equivalents		(52,645)		(11,035)
Foreign exchange effect on cash and cash equivalents		(1,340)		1,048
Cash and cash equivalents, beginning of period		108,518		131,054
Cash and cash equivalents, end of period	$	54,533	$	121,067

The accompanying notes are an integral part of the condensed interim consolidated financial statements

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Unaudited - Expressed in CAD dollars except for shares and per share amounts)

NATURE OF OPERATIONS

Denison Mines Corp. (“DMC”) and its subsidiary companies and joint arrangements (collectively, “Denison” or the “Company”) are engaged in uranium mining related activities, which can include acquisition, exploration, development and mining of uranium bearing properties, as well as the processing and selling of, and investing in uranium.

The Company has an effective 95.0% interest in the Wheeler River Joint Venture (“WRJV”), a 70.55% interest in the Waterbury Lake Uranium Limited Partnership (“WLULP”), a 22.5% interest in the McClean Lake Joint Venture (“MLJV”) (which includes the McClean Lake mill) and a 25.17% interest in the Midwest Joint Venture (“MWJV”), each of which are located in the eastern portion of the Athabasca Basin region in northern Saskatchewan, Canada. The McClean Lake mill is contracted to provide toll milling services to the Cigar Lake Joint Venture (“CLJV”) under the terms of a toll milling agreement between the parties (see note 9).

Through its 50% ownership of JCU (Canada) Exploration Company, Limited (“JCU”), Denison holds further indirect interests in various uranium project joint ventures in Canada, including the Millennium project (JCU 30.099%), the Kiggavik project (JCU 33.8118%), and the Christie Lake project (JCU 34.4508%). See note 6 for details.

DMC is incorporated under the Business Corporations Act (Ontario) and domiciled in Canada. The address of its registered head office is 40 University Avenue, Suite 1100, Toronto, Ontario, Canada, M5J 1T1.

STATEMENT OF COMPLIANCE

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards (“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, 2024. The Company’s presentation currency is Canadian dollars (“CAD”).

These financial statements were approved by the board of directors for issue on August 7, 2025.

MATERIAL ACCOUNTING POLICIES

The material 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, 2024.

The Company has considered the amendment to IAS 21: The effects of changes in foreign exchange rates, which are effective for annual periods beginning on or after January 1, 2025 and has concluded that this amendment has no impact on the Company’s condensed interim consolidated financial statements.

Changes in Accounting Standards not yet effective

In April 2024, the IASB announced IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 - Presentation of Financial Statements, which sets out presentation and disclosure requirements for financial statements. The changes, which mostly affect the income statement, include the requirement to classify income and expenses into three new categories – operating, investing and financing – and present subtotals for operating profit or loss and profit or loss before financing and income taxes.

Further, operating expenses are presented directly on the face of the income statement – classified either by nature, by function, or using a mixed presentation. Expenses presented by function require more detailed disclosures about their nature.

IFRS 18 also provides enhanced guidance for aggregation and disaggregation of information in the financial statements, introduces new disclosure requirements for management-defined performance measures and eliminates classification options for interest and dividends in the statement of cash flows. IFRS 18 is effective for annual periods beginning on or after January 1, 2027. The Company is assessing the impact of IFRS 18 on the consolidated financial statements.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The amendments are effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is assessing the impact of these amendments on the consolidated financial statements.

CASH AND CASH EQUIVALENTS

The cash and cash equivalent balance consists of:

		At June 30		At December 31
(in thousands)		2025		2024

Cash	$	1,456	$	1,113
Cash in MLJV and MWJV		3,341		2,969
Cash equivalents		49,736		104,436
	$	54,533	$	108,518

INVESTMENTS

The investments balance consists of:

		At June 30		At December 31
(in thousands)		2025		2024

Investments:
Equity instruments
Shares	$	7,555	$	6,280
Warrants		1,433		280
Investment in Associates		3,650		1,487
Convertible Debentures		12,492		13,000
Physical Uranium		235,615		231,088
	$	260,745	$	252,135

Investments-by balance sheet presentation:
Current	$	39,691	$	6,292
Long-term		221,054		245,843
	$	260,745	$	252,135

The investments continuity summary is as follows:

(in thousands)		Equity Instruments		Investment in Associates		Convertible Debentures		Physical Uranium		Total Investments

Balance-December 31, 2024	$	6,560	$	1,487	$	13,000	$	231,088	$	252,135
Acquisition of investments		327		3,662		-		-		3,989
Change in fair value (note 13)		2,101		-		(508)		4,527		6,120
Equity pick up of associates		-		(1,499)		-		-		(1,499)
Balance-June 30, 2025	$	8,988	$	3,650	$	12,492	$	235,615	$	260,745

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Investment in equity instruments and debentures

At June 30, 2025, the Company holds equity instruments consisting of shares and warrants in publicly traded companies as well as convertible debt instruments. Non-current instruments consist of warrants in publicly traded companies exercisable for a period more than one year after the balance sheet date, investment in associates, as well as convertible debt instruments convertible and redeemable for a period more than one year after the balance sheet date.

Investment in associates

At June 30, 2025, the Company has investments in two entities, whereby significant influence can be demonstrated, and the investments are accounted for as investment in associates.

Denison completed a transaction with Foremost Clean Energy Ltd. (“Foremost”) in October 2024, which grants Foremost a multi-phase option to acquire up to 70% of Denison’s interest in 10 non-core uranium exploration properties.

The Company accounts for its investment in Foremost as an investment in an associate using the equity method, as it has determined it has significant influence over Foremost, due to Denison’s board representation rights. Denison records its equity share of earnings (loss) in Foremost one quarter in arrears (due to the information not yet being available), adjusted for any known material transactions that have occurred up to the period end date on which Denison is reporting. As at June 30, 2025, based on the most recent publicly available information the Company recognized share ownership of 18.98% of the issued and outstanding common shares of Foremost (holding 1,977,410 Foremost common shares) and its equity pick up of Foremost amounted to $1,105,000 for the six months ended June 30, 2025.

In January 2025, Foremost completed a spin-out of its gold and silver properties into a new stand-alone public company named Rio Grande Resources Ltd. (‘Rio Grande’). As a result of the spin-out transaction, the Company received 2,739,620 common shares of Rio Grande. The Company accounts for the Rio Grande shares as an equity instrument, as it cannot demonstrate significant influence, and any changes in the fair value are recorded in net loss.

On January 13, 2025, Denison closed a transaction with Cosa Resources Corp (“Cosa”), under which Cosa acquired a 70% interest in Denison's Murphy Lake North, Darby, and Packrat properties (collectively the ‘Cosa Transaction’).

As consideration for the Cosa Transaction, Cosa issued 14,195,506 common shares to Denison, equivalent to 19.95% of the outstanding common shares of Cosa following completion of the Cosa Transaction.

Additionally, Cosa will be required to:

●

issue Denison a further $2,250,000 in deferred consideration shares within a five-year period beginning at the closing date of the transaction;

●

fund 100% of the next $1,500,000 in exploration expenditures on Murphy Lake North by December 31, 2027, otherwise Denison's ownership interest in the property will increase to 51% and Denison will become the operator; and

●

fund 100% of the next $5,000,000 in exploration expenditures on Darby by June 30, 2029, otherwise Denison's ownership interest in the property will increase to 51% and Denison will become the operator.

In February 2025, the Company participated in a private placement to maintain its approximate ownership percentage interest in Cosa and acquired an additional 2,527,666 common shares and 1,263,833 share purchase warrants for total consideration of $632,000.

The Company accounts for its investment in Cosa as an investment in an associate using the equity method, as it has determined that it has significant influence over Cosa, due to board representation rights. Denison records its equity share of earnings (loss) in Cosa one quarter in arrears (due to the information not yet being available), adjusted for any known material transactions that have occurred up to the period end date on which Denison is reporting. As of June 30, 2025, based on the most recent publicly available information the Company recognized share ownership of 18.81% of the issued and outstanding common shares of Cosa (holding 16,723,172 Cosa common shares) and its equity pick up of Cosa, amounted to $394,000 for the six months ended June 30, 2025.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Investment in uranium

At June 30, 2025, the Company holds a total of 2,200,000 pounds of physical uranium as uranium oxide concentrates (“U3O8”) at a cost of $80,729,000 (USD$65,289,000 or USD$29.67 per pound of U3O8) and market value of $235,615,000 (USD$172,700,000 or USD$78.50 per pound of U3O8). At December 31, 2024, the Company held 2,200,000 pounds of U3O8 at a cost of $80,729,000 (USD$65,289,000 or USD$29.67 per pound of U3O8) and market value of $231,088,000 (USD$160,600,000 or USD$73.00 per pound of U3O8).

During June 2025, the Company entered into three uranium sales contracts to sell 300,000 pounds of U3O8 at an average price of US$76.00 per pound. These transactions have settled or are expected to settle in the third quarter of 2025.

INVESTMENT IN JOINT VENTURE

The investment in joint venture balance consists of:

		At June 30		At December 31
(in thousands)		2025		2024

Investment in joint venture:
JCU	$	19,726	$	20,663
	$	19,726	$	20,663

A summary of the investment in JCU is as follows:

JCU is a private company that holds a portfolio of twelve uranium project joint venture interests in Canada, including a 10% interest in the WRJV, a 30.099% interest in the Millennium project (Cameco Corporation 69.901%), a 33.8118% interest in the Kiggavik project (Orano Canada Inc. 66.1882%), and a 34.4508% interest in the Christie Lake project (Uranium Energy Corp. 65.5492%).

The following tables summarize the consolidated financial information of JCU on a 100% basis, taking into account adjustments made by Denison for equity accounting purposes (including fair value adjustments and differences in accounting policies). Denison records its equity share of earnings (loss) in JCU one month in arrears (due to the information not yet being available), adjusted for any known material transactions that have occurred up to the period end date on which Denison is reporting.

		At June 30		At December 31
(in thousands)		2025		2024

Total current assets(1)	$	1,143	$	3,226
Total non-current assets		39,250		38,838
Total current liabilities		(401)		(544)
Total non-current liabilities		(542)		(194)
Total net assets	$	39,450	$	41,326

INTERIM CONSOLIDATED FINANCIAL STATEMENTS


		Six Months Ended
			May 31, 2025(2)

Revenue	$		-
Net loss			(1,874)

Reconciliation of JCU net assets to Denison investment carrying value:
Adjusted net assets of JCU–at December 31, 2024	$		41,326
Net loss			(1,874)
Net assets of JCU-at May 31, 2025	$		39,452
Denison ownership interest			50.00%
Investment in JCU	$		19,726

(1)

The current assets presented are entirely cash and cash equivalents for June 30, 2025, and December 31, 2024.

(2)

Represents JCU net loss for the six months ended May 31, 2025 (recorded one month in arrears), adjusted for differences in fair value allocations and accounting policies. For the three months ended May 31, 2025, the JCU reported a net loss of $852,000 (for three and six months ended May 31, 2024 - $1,094,000 and $2,257,000, respectively).

PROPERTY, PLANT AND EQUIPMENT

The property, plant and equipment (“PP&E”) continuity summary is as follows:

		Plant and Equipment				Mineral		Total
(in thousands)		Owned		Right-of-Use		Properties		PP&E

Cost:
Balance-December 31, 2024	$	116,512	$	2,055	$	184,158	$	302,725
Additions (note 14)		10,253		129		2,687		13,069
Disposal related to Cosa Transaction (note 5)		-		-		(4,485)		(4,485)
Balance-June 30, 2025	$	126,765	$	2,184	$	182,360	$	311,309

Accumulated amortization, depreciation:
Balance-December 31, 2024	$	(42,748)	$	(316)	$	-	$	(43,064)
Amortization		(277)		-		-		(277)
Depreciation		(2,407)		(142)		-		(2,549)
Balance- June 30, 2025	$	(45,432)	$	(458)	$	-	$	(45,890)

Carrying value:
Balance-December 31, 2024	$	73,764	$	1,739	$	184,158	$	259,661
Balance- June 30, 2025	$	81,333	$	1,726	$	182,360	$	265,419

Plant and Equipment – Owned

The Company has a 22.5% interest in the McClean Lake mill through its ownership interest in the MLJV. The carrying value of the mill, comprised of various infrastructure, building and machinery assets, represents $47,146,000, or 60%, of the June 30, 2025 total carrying value amount of owned Plant and Equipment assets.

The additions to PP&E during the six months ended June 30, 2025 primarily relate to long lead items for Wheeler River, and leasehold improvements.

Plant and Equipment – Right-of-Use

The Company has included the cost of various right-of-use (“ROU”) assets within its plant and equipment ROU carrying value amount. These assets consist of building, vehicle and office equipment leases. The majority of the asset value is attributable to the building lease assets for the Company’s office in Toronto and warehousing space in Saskatoon.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Mineral Properties

As at June 30, 2025, the Company has various interests in mining, development, evaluation and exploration projects located in Saskatchewan, Canada, which are either held directly, or through contractual arrangements. The properties with significant carrying values are Wheeler River, Waterbury Lake, Midwest, Mann Lake, Wolly, Johnston Lake and McClean Lake, which together represent $170,259,000, or 93.2%, of the total mineral property carrying value as at June 30, 2025.

Transaction with Cosa

On January 13, 2025, Denison closed a transaction with Cosa (see note 5), under which Cosa acquired a 70% interest in Denison's 100%-owned Murphy Lake North, Darby, and Packrat properties. The investment in Cosa was measured in accordance with IAS 28, Investment in Associates and Joint Ventures, at cost with a corresponding reduction of the mineral properties carrying value. The carrying value of the exploration properties disposed of were $4,485,000.

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The accounts payable and accrued liabilities balance consists of:

		At June 30		At December 31
(in thousands)		2025		2024

Trade payables	$	9,934	$	13,289
Payables in MLJV and MWJV		8,236		7,007
Other payables		1,903		1,037
	$	20,073	$	21,333

9. DEFERRED REVENUE

The deferred revenue balance consists of:

		At June 30		At December 31
(in thousands)		2025		2024

Deferred revenue-pre-sold toll milling:
CLJV Toll Milling-Ecora	$	32,739	$	33,993
	$	32,739	$	33,993
Deferred revenue-by balance sheet presentation:
Current	$	4,517	$	4,501
Non-current		28,222		29,492
	$	32,739	$	33,993

The deferred revenue liability continuity summary is as follows:

(in thousands)		Deferred Revenue

Balance-December 31, 2024	$	33,993
Revenue recognized during the period (note 14)		(2,651)
Accretion (note 13)		1,397
Balance-June 30, 2025	$	32,739

Arrangement with Ecora Resources PLC (“Ecora”)

In February 2017, Denison closed an arrangement with Ecora, under which Denison received an upfront payment in exchange for its right to receive specified future toll milling cash receipts from the MLJV under the current toll milling agreement with the CLJV from July 1, 2016 onwards. The up-front payment was based upon an estimate of the gross toll milling cash receipts expected to be received by Denison.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The Ecora Arrangement represents a contractual obligation of Denison to pay onward to Ecora any cash proceeds of future toll milling revenue earned by the Company related to the processing of the specified Cigar Lake ore through the McClean Lake mill. The deferred revenue balance represents a non-cash liability, which is adjusted as any toll milling revenue received by Denison is passed through to Ecora, or any changes in Cigar Lake Phase 1 and Phase 2 tolling milling production estimates are recognized.

During the six months ended June 30, 2025, the Company recognized $2,651,000 of toll milling revenue ($1,276,000 for the three months ended June 30, 2025) from the draw-down of deferred revenue, based on Cigar Lake toll milling production of 10,114,000 pounds U3O8 (100% basis). The draw-down in 2025 includes a cumulative increase in revenue for prior periods of $113,000 resulting from changes in estimates to the toll milling rates during 2025.

For the comparative three and six months ended June 30, 2024, the Company recognized $1,326,000 and $2,158,000 of toll milling revenue from the draw-down of deferred revenue, respectively based on Cigar Lake toll milling production of 9,468,000 pounds U3O8 (100% basis). The draw-down in 2024 includes a cumulative decrease in revenue for prior periods of $207,000 resulting from changes in estimates to the toll milling rates during 2024.

During the six months ended June 30, 2025, the Company recognized accretion expense of $1,397,000, including a true-down adjustment of $41,000 due to the change in the estimated timing of milling of the Cigar Lake ore (June 30, 2024, accretion expense of $1,561,000 including a $63,000 true up adjustment).

The current portion of the deferred revenue liability reflects Denison’s estimate of Cigar Lake toll milling over the next 12 months. This assumption is based on current mill packaged production expectations and is reassessed on a quarterly basis.

10. RECLAMATION OBLIGATIONS

The reclamation obligations balance consists of:

		At June 30		At December 31
(in thousands)		2025		2024

Reclamation obligations-by item:
Elliot Lake	$	18,089	$	18,071
MLJV and MWJV		12,400		12,057
Wheeler River and other		2,225		2,186
	$	32,714	$	32,314

Reclamation obligations-by balance sheet presentation:
Current	$	1,569	$	1,713
Non-current		31,145		30,601
	$	32,714	$	32,314

The reclamation obligations continuity summary is as follows:

Site Restoration: Elliot Lake

The Elliot Lake uranium mine was closed in 1992 and capital works to decommission this site were completed in 1997. The Company is responsible for monitoring the Tailings Management Areas at the Denison and Stanrock sites and for treatment of water discharged from these areas.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Spending on restoration activities at the Elliot Lake site is funded by the Elliot Lake Reclamation Trust. The trust had a balance of $4,172,000 as at June 30, 2025 (December 31, 2024 - $3,652,000).

Site Restoration: McClean Lake Joint Venture and Midwest Joint Venture

Under the Saskatchewan 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. Accordingly, as at June 30, 2025, the Company has provided irrevocable standby letters of credit, from a chartered bank, in favour of the Saskatchewan Ministry of Environment, totalling $22,972,000, which relate to the most recently filed reclamation plan dated November 2021.

Site Restoration: Wheeler River and other

The Company’s exploration and evaluation activities, including those related to Wheeler River, are subject to environmental regulations as set out by the government of Saskatchewan.

11. SHARE CAPITAL

Denison is authorized to issue an unlimited number of common shares without par value. A continuity summary of the issued and outstanding common shares and the associated dollar amounts is presented below:

		Number of
		Common		Share
(in thousands except share amounts)		Shares		Capital

Balance-December 31, 2024		895,713,101	$	1,665,189
Issued for cash:
Share option exercises		125,001		165
Share option exercises-transfer from contributed surplus		-		84
Share unit exercises-transfer from contributed surplus		538,998		928
Other share issues proceeds-net of transaction costs		45,442		108
	709,441			1,285
Balance-June 30, 2025		896,422,542	$	1,666,474

12. SHARE-BASED COMPENSATION

The Company’s share-based compensation arrangements include share options, restricted share units (“RSUs”) and performance share units (“PSUs”).

Share-based compensation is recorded over the vesting period, and a summary of share-based compensation expense recognized in the statement of income (loss) is as follows:

		Three Months Ended June 30				Six Months Ended June 30
(in thousands)		2025		2024		2025		2024

Share based compensation expense for:
Share options	$	(336)	$	(368)	$	(822)	$	(745)
RSUs		(764)		(925)		(1,664)		(1,467)
Share based compensation expense	$	(1,100)	$	(1,293)	$	(2,486)	$	(2,212)

An additional $5,740,000 in share-based compensation expense remains to be recognized, up until May 2028, on outstanding share options and share units at June 30, 2025.

Share Options

Share options granted in 2025 vest over a period of three years. A continuity summary of the share options granted under the Company’s Share Option Plan is presented below:

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

	2025
			Weighted
			Average
			Exercise
	Number of Common		Price per Share
	Shares		(CAD)

Share options outstanding-December 31, 2024	5,649,167	$	1.85
Grants	1,671,000		1.99
Exercises (1)	(125,001)		1.32
Forfeitures	(111,333)		2.33
Share options outstanding-June 30, 2025	7,083,833	$	1.89
Share options exercisable- June 30, 2025	3,828,504	$	1.70

(1)

The weighted average share price at the date of exercise was CAD$2.10.

A summary of the Company’s share options outstanding at June 30, 2025 is presented below:

	Weighted			Weighted-
	Average			Average
	Remaining			Exercise
Range of Exercise	Contractual	Number of		Price per
Prices per Share	Life	Common		Share
(CAD)	(Years)	Shares		(CAD)

Share options outstanding
$ 1.00 to $ 1.50	1.76	2,558,499		1.40
$ 1.51 to $ 2.00	3.45	2,769,334		1.93
$ 2.01 to $ 2.50	3.38	288,000		2.18
$ 2.51 to $ 3.00	3.68	1,468,000		2.62
Share options outstanding-June 30, 2025	2.88	7,083,833	$	1.89

Share options outstanding at June 30, 2025 expire between March 2026 and May 2030.

The fair value of each share option granted is estimated on the date of grant using the Black-Scholes option pricing model. The following table outlines the weighted-average assumptions used in the model to determine the fair value of share options granted:

					Six Months Ended
					June 30, 2025

Risk-free interest rate					2.64% - 2.75%
Expected stock price volatility					56.68% - 57.43%
Expected life					3.40 years
Expected dividend yield					-
Fair value per options granted					$0.86 to $0.91

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Share Units

RSUs granted under the Share Unit Plan in 2025 vest ratably over a period of three years.

	RSUs			PSUs
			Weighted			Weighted
			Average			Average
	Number of		Fair Value	Number of		Fair Value
	Common		Per RSU	Common		Per PSU
	Shares		(CAD)	Shares		(CAD)

Units outstanding–December 31, 2024	6,944,751	$	1.56	260,000	$	0.98
Grants	1,640,000		2.11	-		-
Exercises (1)	(538,998)		1.72	-		-
Forfeitures	(107,667)		2.06	-		-
Units outstanding–June 30, 2025	7,938,086	$	1.66	260,000	$	0.98
Units vested–June 30, 2025	4,797,752	$	1.29	260,000	$	0.98

(1)

The weighted average share price at the date of exercise was $2.07 for RSUs.

The fair value of each RSU and PSU granted is estimated on the date of grant using the Company’s closing share price on the day before the grant date.

13. SUPPLEMENTAL FINANCIAL INFORMATION

The accumulated other comprehensive income balance consists of:

		At June 30		At December 31
(in thousands)		2025		2024

Cumulative foreign currency translation	$	270	$	460
Experience gains-post employment liability
Gross		1,847		1,847
Tax effect		(485)		(485)
	$	1,632	$	1,822

The components of Other income (expense) are as follows:

		Three Months Ended June 30				Six Months Ended June 30
(in thousands)		2025		2024		2025		2024

Gains (losses) on:
Foreign exchange	$	(1,110)	$	477	$	(1,127)	$	1,111
Fair value changes (note 5):
Investments-equity instruments		1,620		(2,628)		2,101		(3,424)
Investments-uranium		31,776		(80)		4,527		(5,757)
Investments-convertible debentures		270		(2,074)		(508)		(1,435)
Gain on recognition of proceeds–UI Repayment Agreement		415		-		846		396
Uranium investment carrying charges		(176)		(215)		(408)		(426)
Other		27		(76)		(16)		(143)
Other income (expense)	$	32,822	$	(4,596)	$	5,415	$	(9,678)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The components of Finance income (expense) are as follows:

		Three Months Ended June 30				Six Months Ended June 30
(in thousands)		2025		2024		2025		2024

Interest income	$	941	$	2,144	$	2,301	$	4,282
Interest expense		(1)		(2)		(2)		(3)
Accretion expense
Deferred revenue (note 9)		(719)		(749)		(1,397)		(1,561)
Reclamation obligations (note 10)		(461)		(473)		(922)		(946)
Other		(53)		(18)		(98)		(29)
Finance income (expense)	$	(293)	$	902	$	(118)	$	1,743

The change in non-cash operating working capital items in the consolidated statements of cash flows is as follows:

		Six Months Ended June 30
(in thousands)		2025		2024

Change in non-cash working capital items:
Trade and other receivables	$	(1,263)	$	(509)
Inventories		(356)		375
Prepaid expenses and other assets		(428)		311
Accounts payable and accrued liabilities		(2,498)		1,273
Change in non-cash working capital items	$	(4,545)	$	1,450

14. SEGMENTED INFORMATION

Business Segments

The Company operates in two primary segments – the Mining segment and the Corporate and Other segment. The Mining segment includes activities related to exploration, evaluation and development, mining, milling (including toll milling) and the sale of mineral concentrates. The Company also previously had a third primary segment of operations, which segment included the results of the Company’s environmental services business which provided mine decommissioning and other services to third parties. The Corporate and Other segment includes general corporate expenses not allocated to the other segments.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2025, reportable segment results were as follows:

(in thousands)		Mining	Corporate and Other	Total

Statement of Operations:
Revenues	$	2,651	-	2,651

Expenses:
Operating expenses		(2,609)	-	(2,609)
Exploration		(10,564)	-	(10,564)
Evaluation		(20,136)	-	(20,136)
General and administrative		-	(9,346)	(9,346)
		(33,309)	(9,346)	(42,655)
Segment loss	$	(30,658)	(9,346)	(40,004)

Revenues-supplemental:
Toll milling services-deferred revenue (note 9)		2,651	-	2,651
	$	2,651	-	2,651

Capital additions:
Property, plant and equipment (note 7)	$	11,933	1,136	13,069

Long-lived assets:
Plant and equipment
Cost	$	120,732	8,217	128,949
Accumulated depreciation		(45,281)	(609)	(45,890)
Mineral properties		182,360	-	182,360
	$	257,811	7,608	265,419

For the three months ended June 30, 2025, reportable segment results were as follows:

(in thousands)		Mining	Corporate and Other	Total

Statement of Operations:
Revenues	$	1,276	-	1,276

Expenses:
Operating expenses		(1,386)	-	(1,386)
Exploration		(2,510)	-	(2,510)
Evaluation		(11,106)	-	(11,106)
General and administrative		-	(4,603)	(4,603)
		(15,002)	(4,603)	(19,605)
Segment loss	$	(13,726)	(4,603)	(18,329)

Revenues-supplemental:
Toll milling services-deferred revenue (note 9)		1,276	-	1,276
	$	1,276	-	1,276

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2024, reportable segment results were as follows:

(in thousands)		Mining	Corporate and Other	Total

Statement of Operations:
Revenues	$	2,158	-	2,158

Expenses:
Operating expenses		(2,587)	-	(2,587)
Exploration		(7,168)	-	(7,168)
Evaluation		(12,409)	-	(12,409)
General and administrative		(19)	(7,306)	(7,325)
		(22,183)	(7,306)	(29,489)
Segment loss	$	(20,025)	(7,306)	(27,331)

Revenues-supplemental:
Toll milling services-deferred revenue (note 9)		2,158	-	2,158
	$	2,158	-	2,158

Capital additions:
Property, plant and equipment (note 7)	$	4,136	106	4,242

Long-lived assets:
Plant and equipment
Cost	$	109,348	6,648	115,996
Accumulated depreciation		(40,041)	(1,459)	(41,500)
Mineral properties		181,942	-	181,942
	$	251,249	5,189	256,438

For the three months ended June 30, 2024, reportable segment results were as follows:

(in thousands)		Mining	Corporate and Other	Total

Statement of Operations:
Revenues	$	1,326	-	1,326

Expenses:
Operating expenses		(1,367)	-	(1,367)
Exploration		(1,755)	-	(1,755)
Evaluation		(6,708)	-	(6,708)
General and administrative		-	(3,741)	(3,741)
		(9,830)	(3,741)	(13,571)
Segment loss	$	(8,504)	(3,741)	(12,245)

Revenues-supplemental:
Toll milling services-deferred revenue (note 9)		1,326	-	1,326
	$	1,326	-	1,326

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

15.

INCOME TAXES

During the six months ended June 30, 2025, the Company recognized deferred tax recoveries of $6,107,000. The deferred tax recovery includes the recognition of previously unrecognized Canadian tax assets of $5,850,000 relating to the February 2025 renunciation of the tax benefits associated with the Company’s $14,100,000 flow through share issue in December 2024.

16. RELATED PARTY TRANSACTIONS

Korea Electric Power Corporation (“KEPCO”) and Korea Hydro & Nuclear Power (“KHNP”)

Denison and KHNP Canada Energy Ltd. (“KHNP Canada”, which is an indirect subsidiary of KEPCO through KHNP) are parties to a strategic relationship agreement (the “KHNP SRA”). The KHNP SRA provides for a long-term collaborative business relationship between the parties, which includes a right of KHNP Canada to nominate one representative to Denison’s Board of Directors, provided that its shareholding percentage stays above 5%.

KHNP Canada is also the majority member of the Korea Waterbury Uranium Limited Partnership, which is a consortium of investors that holds the non-Denison owned interests in Waterbury Lake Uranium Corporation (“WLUC”) and Waterbury Lake Uranium Limited Partnership (“WLULP”), entities whose key asset is the Waterbury Lake property.

Compensation of Key Management Personnel

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel includes the Company’s executive officers, vice-presidents and members of its Board of Directors.

The following compensation was awarded to key management personnel:

		Three Months Ended June 30				Six Months Ended June 30
(in thousands)		2025		2024		2025		2024

Salaries and short-term employee benefits	$	(883)	$	(913)	$	(3,820)	$	(2,608)
Share-based compensation		(668)		(900)		(1,612)		(1,653)
Key management personnel compensation	$	(1,551)	$	(1,813)	$	(5,432)	$	(4,261)

17. FAIR VALUE OF INVESTMENTS AND FINANCIAL INSTRUMENTS

IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:

●

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

●

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

●

Level 3 - Inputs that are not based on observable market data.

The fair value of financial instruments which trade in active markets, such as share and warrant equity instruments, is based on quoted market prices at the balance sheet date. The quoted market price used to value financial assets held by the Company is the current closing price. Warrants that do not trade in active markets have been valued using the Black-Scholes pricing model. Debt instruments have been valued using the effective interest rate for the period that the Company expects to hold the instrument and not the rate to maturity.

Except as otherwise disclosed, the fair values of cash and cash equivalents, trade and other receivables, accounts payable and accrued liabilities, restricted cash and cash equivalents and debt obligations approximate their carrying values as a result of the short-term nature of the instruments, the variable interest rate associated with the instruments or the fixed interest rate of the instruments being similar to market rates.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

During 2025 and 2024, there were no transfers between levels 1, 2 and 3 and there were no changes in valuation techniques. The following table illustrates the classification of the Company’s financial assets and liabilities within the fair value hierarchy as at June 30, 2025 and December 31, 2024:

	Financial	Fair		June 30,		December 31,
	Instrument	Value		2025		2024
(in thousands)	Category(1)	Hierarchy		Fair Value		Fair Value

Financial Assets:
Cash and equivalents	Category B		$	54,533	$	108,518
Trade and other receivables	Category B			4,115		3,075
Investments
Equity instruments-shares	Category A	Level 1		7,555		6,280
Equity instruments-warrants	Category A	Level 2		1,433		280
Convertible Debentures	Category A	Level 3		12,492		13,000
Restricted cash and equivalents
Elliot Lake Reclamation Trust	Category B			4,172		3,652
Credit facility pledged assets	Category B			7,972		7,972
			$	92,272	$	142,777

Financial Liabilities:
Account payable and accrued liabilities	Category C			20,073		21,333
Debt obligations	Category C			2,391		2,414
			$	22,464	$	23,747

(1)

Financial instrument designations are as follows: Category A=Financial assets and liabilities at fair value through profit and loss; Category B=Financial assets at amortized cost; and Category C=Financial liabilities at amortized cost.

Investments in uranium are categorized in Level 2. Investments in uranium are measured at fair value at each reporting period based on the month-end spot price for uranium published by UxC and converted to Canadian dollars during the period-end indicative foreign exchange rate.

Letters of Credit Facility

In December 2024, the Company entered into an agreement with The Bank of Nova Scotia to amend the terms of the Company’s Fourth Amended and Restated Credit Agreement (the “Credit Facility”), to extend the maturity date to January 31, 2026. All other terms of the Credit Facility (amount of credit facility, tangible net worth covenant, investment amounts, pledged assets and security for the facility) remain unchanged by the amendment and the Credit Facility remains subject to letter of credit and standby fees of 2.40% (0.40% on the $7,972,000 covered by pledged cash collateral) and 0.75% respectively. During the six months ended June 30, 2025, the Company incurred letter of credit fees of $205,000 (June 30, 2024 - $207,000).

At June 30, 2025, the Company is in compliance with its Credit Facility covenants and has access to letters of credit of up to $23,964,000 (December 31, 2024 - $23,964,000). The Credit Facility is fully utilized as collateral for non-financial letters of credit issued in support of reclamation obligations for the MLJV, MWJV and Wheeler River (see note 10).

18. COMMITMENTS AND CONTINGENCIES

Capital Commitments

As of June 30, 2025, the Company has entered into $37,652,000 in committed capital purchases related to its share of the long lead item procurement for the Wheeler Joint Venture ($41,836,000 in committed capital purchases on 100% basis). These commitments are related to long lead items and expected to be received over the next 12 to 24 months.

General Legal Matters

The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

Sale of Uranium

EX-99.2 3 a2025-06dmcmdafiling.htm MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JUNE 30, 2025 a2025-06dmcmdafiling

Exhibit 99.2

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2025

TABLE OF CONTENTS
Q2 2025 PERFORMANCE HIGHLIGHTS	2
ABOUT DENISON	3
RESULTS OF CONTINUING OPERATIONS	5
Wheeler River Uranium Project	6
Evaluation Pipeline Properties	12
LIQUIDITY AND CAPITAL RESOURCES	24
DISCONTINUED OPERATIONS	26
OUTLOOK FOR 2025	26
ADDITIONAL INFORMATION	26
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	27

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 August 7, 2025 and should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and related notes for the three and six months ended June 30, 2025. The unaudited interim condensed consolidated financial statements are prepared in accordance with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’), including IAS 34, Interim Financial Reporting. Readers are also encouraged to consult the audited consolidated financial statements and MD&A for the year ended December 31, 2024. All dollar amounts in this MD&A are expressed in Canadian dollars, unless otherwise noted.

Additional information about Denison, including the Company’s press releases, quarterly and annual reports, Annual Information Form and Form 40-F is available through the Company’s filings with the securities regulatory authorities in Canada at www.sedarplus.ca (‘SEDAR+’) and the United States at www.sec.gov/edgar (‘EDGAR’).

MANAGEMENT’S DISCUSSION & ANALYSIS

Q2 2025 PERFORMANCE HIGHLIGHTS

■

Announced First Production at McClean Lake North using SABRE Mining

In July 2025, the McClean Lake Joint Venture (‘MLJV’) announced the successful start of uranium mining operations at the McClean North deposit using the joint venture’s patented Surface Access Borehole Resource Extraction (‘SABRE’) mining method. Mining operations commenced in June, with approximately 250 tonnes of high-grade ore estimated to have been recovered from the first mining cavity. Processing of recovered ore commenced at the McClean Lake mill in the third quarter.

■

Obtained Provincial Approval of Environmental Assessment for Wheeler River

In July 2025, Denison received Ministerial approval under The Environmental Assessment Act of Saskatchewan to proceed with the development of the Wheeler River Uranium Project, as outlined in the final provincial Environmental Assessment submitted for final approval in late 2024. The provincial EA is substantially similar to the Federal EA, which was accepted as final by the Canadian Nuclear Safety Commission (‘CNSC’) in December 2024. Approval of the provincial EA represents one of the final regulatory milestones necessary for Denison to commence construction of the planned Phoenix In-Situ Recovery (‘ISR’) mine.

Remaining regulatory requirements to commence construction include receipt of the Provincial Pollutant Control Facility Permit, as well as the Federal approval of the EA and receipt of the Federal License to Prepare the Site & Construct. Both outstanding Federal approvals are the subject of the CNSC public hearings scheduled for the Project in October and December 2025.

■

Achieved Approximately 80% Completion of Total Engineering for Phoenix

Detailed design engineering for the proposed ISR mine project at the Phoenix deposit (‘Phoenix’) commenced in early 2024 and continues to be on track for substantial completion prior to the commencement of construction, which is currently expected to occur following a final investment decision (‘FID’) during the first half of 2026.

Total engineering is significantly advanced with approximately 80% estimated to be completed by June 30, 2025, including several scopes planned for the first year of construction approaching 100% total engineering.

■

Discovery of Additional High-Grade Mineralization at Wheeler River Gryphon Deposit

Additional high-grade uranium mineralization, located approximately 40 metres outside of the previously estimated mineralized domain associated with the D1 lens, was discovered as part of a highly successful delineation drill program carried out at the Gryphon uranium deposit (‘Gryphon’) during the first half of 2025. Drill hole WR-837AD2 intersected 2.3 metres at 1.69% eU3O8 including 0.5 metres at 5.48% eU3O8 in the down plunge direction from the previously defined D1 lens. This area remains open for further expansion down-plunge and along strike to the northeast.

Gryphon is situated approximately 3 km northwest of Phoenix on Denison’s 95% owned Wheeler River property in northern Saskatchewan. In addition to the discovery of additional mineralization, the results from the delineation drilling program are expected to add confidence to the previously estimated mineral resources for Gryphon, having confirmed the geological interpretation of the deposit and intersecting uranium grades in line with expectations.

■

Midwest Preliminary Economic Assessment Showcases Robust Results from ISR Mining

The PEA outlines total ISR mine production from the Midwest Main deposit (100% basis) of 37.4 million pounds U3O8 over an approximately 6-year mine life with processing at the nearby McClean Lake mill, resulting in annual average production of nearly 6.1 million pounds U3O8, an after-tax base-case NPV of $965 million, and after-tax base-case IRR of 82.7%. Initial capital costs are estimated at $254 million, with average life of mine cash operating costs estimated to be USD$11.69/lb. U3O8 and all-in costs (including initial capital, sustaining capital, operating and decommissioning costs) estimated to be USD$25.78/lb. U3O8. Further details are in Denison’s August 6, 2025 news release.

Midwest is a joint venture owned by Denison (25.17%) and Orano Canada Inc. (‘Orano Canada’) (74.83%, operator), and is located approximately 25 kilometers, by existing roads, from the Denison (22.5%) and Orano Canada (77.5%) owned McClean Lake uranium mill.

The PEA is preliminary in nature, includes mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would allow them to be categorized as mineral reserves, mineral resources that are not mineral reserves do not have demonstrated economic viability, and there is no certainty that the PEA will be realized.

MANAGEMENT’S DISCUSSION & ANALYSIS

■

Discovery of Additional High-Grade Mineralization at McClean South

Several significant new intercepts of shallow high-grade uranium mineralization were discovered at the McClean South zone (‘McClean South’), on the Company's 22.5%-owned McClean Lake project in northern Saskatchewan, during a 6,400-metre exploration drilling program completed during the first half of 2025. Orano Canada (MLJV operator) reported uranium mineralization measuring greater than 0.05% eU (0.06% eU3O8) was intersected in 14 of 24 drill holes completed during the program. The results are interpreted to have successfully confirmed the continuity of mineralization and expanded the footprint of the 8W and 8C pods. McClean South is located approximately 600 metres south of the McClean North deposit.

ABOUT DENISON

Denison Mines Corp. was formed under the laws of Ontario and is a reporting issuer in all Canadian provinces and territories. Denison’s common shares are listed on the Toronto Stock Exchange (the ‘TSX’) under the symbol ‘DML’ and on the NYSE American exchange under the symbol ‘DNN’.

Denison is a uranium mining, exploration and development company with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada. The Company has an effective 95% interest in its flagship Wheeler River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich eastern portion of the Athabasca Basin region of northern Saskatchewan. In mid-2023, a Feasibility Study (‘FS’) was completed for a Phoenix ISR mining operation (‘Phoenix FS’), and an update to the previously prepared 2018 Pre-Feasibility Study (‘PFS’) was completed for the Gryphon deposit as a conventional underground mining operation (the ‘Gryphon Update’). Based on the respective studies, both deposits have the potential to be competitive with the lowest cost uranium mining operations in the world.

Permitting efforts for the planned Phoenix ISR operation commenced in 2019 and are nearing completion with approval of the project’s EA received from the Province of Saskatchewan and Canadian Nuclear Safety Commission hearing dates set in the fall of 2025 for Federal approval of the EA and project construction license.

Denison’s interests in Saskatchewan also include a 22.5% ownership interest in the MLJV, which includes unmined uranium deposits (with mining at McClean North deposit via the MLJV’s SABRE mining method having commenced planned for extraction via the MLJV’s SABRE mining method in July 2025) and the McClean Lake uranium mill (currently utilizing a portion of its licensed capacity to process the ore from the Cigar Lake mine under a toll milling agreement), plus a 25.17% interest in the Midwest Main and Midwest A deposits held by the Midwest Joint Venture (‘MWJV’), and a 70.55% interest in the Tthe Heldeth Túé (‘THT’) and Huskie deposits on the Waterbury Lake Property (‘Waterbury’). The Midwest Main, Midwest A, THT and Huskie deposits are located within 20 kilometres of the McClean Lake mill. Taken together, the Company has direct ownership interests in properties covering ~384,000 hectares in the Athabasca Basin region.

Additionally, through its 50% ownership of JCU (Canada) Exploration Company, Limited (‘JCU’), Denison holds further interests in various uranium project joint ventures in Canada, including the Millennium project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%) and Christie Lake (JCU, 34.4508%).

In 2024, Denison celebrated its 70th year in uranium mining, exploration, and development, which began in 1954 with Denison’s first acquisition of mining claims in the Elliot Lake region of northern Ontario.

MANAGEMENT’S DISCUSSION & ANALYSIS

SELECTED FINANCIAL INFORMATION

(in thousands)		As at June 30, 2025		As at December 31, 2024

Financial Position:
Cash and cash equivalents	$	54,533	$	108,518
Working capital(1)	$	83,216	$	94,334
Investments in uranium	$	235,615	$	231,088
Property, plant and equipment	$	265,419	$	259,661
Total assets	$	626,883	$	663,613
Total long-term liabilities(2)	$	64,302	$	65,400

(1)

Working capital is a non-IFRS financial measure and is calculated as the value of current assets less the value of current liabilities, excluding non-cash current liabilities. Working capital as at June 30, 2025, excludes $4,517,000 from the current portion of deferred revenue (December 31, 2024 – $4,501,000).

(2)

Predominantly comprised of the non-current portion of deferred revenue, non-current reclamation obligations, and deferred income tax liabilities.

SELECTED QUARTERLY FINANCIAL INFORMATION

		2025		2025		2024		2024
(in thousands, except for per share amounts)		Q2		Q1		Q4		Q3

Continuing Operations:
Total revenues	$	1,276	$	1,375	$	1,170	$	695
Net earnings (loss)	$	12,498	$	(43,534)	$	(29,502)	$	(25,767)
Basic and diluted earnings (loss) per share	$	0.01	$	(0.05)	$	(0.03)	$	(0.03)

Discontinued Operations:
Net earnings	$	-	$	-	$	-	$	-
Basic and diluted earnings per share	$	-	$	-	$	-	$	-
		2024		2024		2023		2023
(in thousands, except for per share amounts)		Q2		Q1		Q4		Q3

Continuing Operations:
Total revenues	$	1,326	$	832	$	1,092	$	777
Net (loss) earnings	$	(16,441)	$	(19,880)	$	34,627	$	57,916
Basic and diluted (loss) earnings per share	$	(0.02)	$	(0.02)	$	0.04	$	0.07

Discontinued Operations:
Net (loss) earnings	$	471	$	-	$	(150)	$	321
Basic and diluted (loss) earnings per share	$	0.00	$	-	$	(0.00)	$	0.00

Significant items causing variations in quarterly results

●

The Company’s revenues are based on a draw-down of deferred toll milling revenue, the rate of which fluctuates due to the timing of uranium processing at the McClean Lake mill, as well as changes to the estimated mineral resources of the Cigar Lake mine. See RESULTS OF OPERATIONS below for further details.

●

Exploration expenses are generally largest in the first and third quarters due to the timing of the winter and summer exploration seasons in northern Saskatchewan.

●

Evaluation expenses have been increasing over the past eight quarters as the Company advances towards an FID for Phoenix.

●

Other income and expense fluctuate due to changes in the fair value of the Company’s investment in equity instruments, convertible debentures, and physical uranium, all of which are recorded at fair value through profit or loss and are subject to fluctuations in the underlying share and commodity prices. The Company’s uranium investments are also subject to fluctuations in the US dollar to Canadian dollar exchange rate. See OTHER INCOME below for more details.

●

The Company’s results are also impacted, from time to time, by other non-recurring events arising from its ongoing activities, as discussed below, where applicable.

MANAGEMENT’S DISCUSSION & ANALYSIS

RESULTS OF CONTINUING OPERATIONS

REVENUES

McClean Lake Uranium Mill

McClean Lake is located on the eastern edge of the Athabasca Basin in northern Saskatchewan, approximately 750 kilometres north of Saskatoon. Denison holds a 22.5% ownership interest in the MLJV and the McClean Lake uranium mill, one of the world’s largest uranium processing facilities, which is contracted to process ore from the Cigar Lake mine under a toll milling agreement. The MLJV is a joint venture between Orano Canada, with a 77.5% interest, and Denison, with a 22.5% interest.

In February 2017, Denison closed an arrangement with Ecora Resources PLC (‘Ecora’, then known as Anglo Pacific Group PLC) and one of its wholly owned subsidiaries (the ‘Ecora Arrangement’) under which Denison received an upfront payment of $43,500,000 in exchange for its right to receive future toll milling cash receipts from the MLJV under the then current toll milling agreement with the Cigar Lake Joint Venture (‘CLJV’) from July 1, 2016 onwards. The Ecora Arrangement consists of certain contractual obligations of Denison to forward to Ecora the cash proceeds of future toll milling revenue earned by the Company related to the processing of the specified Cigar Lake ore through the McClean Lake mill and, as such, the upfront payment was accounted for as deferred revenue.

During the three and six months ended June 30, 2025, the McClean Lake mill processed 5.1 million and 10.1 million pounds U3O8, respectively for the CLJV (June 30, 2024 – 5.3 million and 9.5 million pounds U3O8) and Denison recorded toll milling revenue of $1,276,000 and $2,651,000, respectively (June 30, 2024 – $1,326,000 and $2,158,000). The decrease in toll milling revenue in the quarter compared to the prior year period is primarily due to less pounds produced. The increase in toll milling revenue in the six month period ended June 30, 2025, as compared to the prior year is due to both the increase in production in the current period as well as a $113,000 positive non-cash cumulative accounting adjustment recorded to reflect an update to the Cigar Lake mineral resource estimate (June 30, 2024 - $207,000 negative non-cash cumulative accounting adjustment).

During the three and six months ended June 30, 2025, the Company also recorded accounting accretion expense of $719,000 and $1,397,000, respectively, on the toll milling deferred revenue balance (June 30, 2024 – $749,000 and $1,561,000). Annual accretion expense will decrease over the life of the agreement, as the deferred revenue liability decreases over time, and fluctuations may occur due to the change in the timing of the estimated CLJV toll milling activities discussed above. During the six months ended June 30, 2025, an adjustment of $41,000 was recorded to decrease life-to-date accretion expense as a result of an update to the Cigar Lake mineral resource estimate (June 30, 2024 - $63,000 adjustment to increase life-to-date accretion expense).

The impact of the current and prior period true-ups to revenue and accretion are non-cash.

OPERATING EXPENSES

Mining

Operating expenses of the mining segment include depreciation and development costs, costs relating to Denison’s legacy mine sites in Elliot Lake, as well as cost of sales related to the sale of uranium, when applicable. Operating expenses in the three and six months ended June 30, 2025, were $1,386,000 and $2,609,000, respectively (June 30, 2024 – $1,367,000 and $2,587,000).

Included in operating expenses, is depreciation expense relating to the McClean Lake mill of $800,000 and $1,593,000, respectively (June 30, 2024 – $826,000 and $1,493,000), as a result of processing 5.1 million and 10.1 million pounds U3O8 for the CLJV in the applicable period (June 30, 2024 – 5.3 million and 9.5 million pounds U3O8). Also included in operating expenses are costs related to the Company’s Elliot Lake legacy mine sites of $302,000 and $510,000, respectively (June 30, 2024 – $368,000 and $690,000), and development costs of the MLJV and other operating costs of $284,000 and $506,000, respectively (June 30, 2024 – $173,000 and $404,000).

In 2024, the MLJV began construction to prepare the McClean North site for SABRE mining, including the completion of four of eight planned SABRE mining cavities for 2025. In June 2025, the remaining two pilot holes were completed and active mining operations commenced.

MANAGEMENT’S DISCUSSION & ANALYSIS

Approximately 250 tonnes of high-grade ore is estimated to have been recovered from the first mining cavity, which was completed in late June. Mining activities for 2025 are planned to include eight SABRE cavities. For the six months ended June 30, 2025, the Company capitalized its share of development and equipment cost of $4,052,000, related to the completion of construction for the SABRE operation, and recorded $274,000 in costs related to its share of the ore stockpiled from production in the quarter.

MINERAL PROPERTY EVALUATION

During the three and six months ended June 30, 2025, Denison’s share of evaluation expenditures was $11,106,000 and $20,136,000, respectively (June 30, 2024 – $6,708,000 and $12,409,000). The increase in evaluation expenditures, compared to the prior period, was primarily due to the continuation and acceleration of project engineering activities associated with the Phoenix detailed design engineering phase, as well as an increase in staffing levels to support the advancement of the Company’s various evaluation projects.

The following table summarizes the evaluation activities completed during the six months ended June 30, 2025.

PROJECT EVALUATION ACTIVITIES
Property	Denison’s ownership	Evaluation activities
Wheeler River	95%(1)	Engineering, detailed design, metallurgical testing, Feasibility Field Test (‘FFT’) monitoring, 2025 Gryphon field program activities, 2025 Phoenix field activities, environmental and sustainability activities.
Waterbury Lake	70.55%(2)	2025 field activities and progression of a PFS for the THT deposit.
Midwest	25.17%	2025 field programs and progression of a PEA for Midwest Main deposit.
Kindersley Lithium Project (‘KLP’)	Earn-in(3)	Progression of a PFS for the KLP.

Notes

(1)

The Company’s effective ownership interest as at June 30, 2025, including the indirect 5% ownership interest held through JCU.

(2)

Represents Denison’s ownership position as at January 31, 2025.

(3)

Pursuant to an earn-in agreement executed in January 2024, Denison can earn up to a 75% interest in the KLP through a series of options exercisable with direct payments and work expenditures. As at June 30, 2025, Denison has not yet vested an ownership interest in the project.

Wheeler River Uranium Project

On June 26, 2023, Denison announced the results of two independently authored engineering studies: (i) the Phoenix FS completed for ISR mining of the high-grade Phoenix deposit and (ii) an updated Gryphon PFS for conventional underground mining of the basement-hosted Gryphon deposit.

The Phoenix FS confirms robust economics and the technical viability of an ISR uranium mining operation with low initial capital costs and a high rate of return.

MANAGEMENT’S DISCUSSION & ANALYSIS

See the following tables for the highlights of the Phoenix FS.

Summary of Economic Results (100% Basis) – Base Case
Uranium selling price	UxC Spot Price(1) (~US$66 to US$70/lb U3O8)
Exchange Rate (US$:CAD$)	1.35
Discount Rate	8%
Operating profit margin(2)	90.9%

Pre-tax NPV8%(3) (Change from 2018 PFS)(4)	$2.34 billion (+150%)
Pre-tax IRR(3)	105.9%
Pre-tax payback period(5)	~10 months

Post-tax NPV8%(3)	$1.43 billion
Post-tax IRR(3)	82.3%
Post-tax payback period(5)	~11 months

Adjusted Post-tax NPV8%(3)(6)	$1.56 billion
Adjusted Post-tax IRR(3)(6)	90.0%
Adjusted Post-tax payback period(3)(6)	~10 months

Notes

(1)

Spot price forecast is based on “Composite Midpoint” scenario from UxC’s UMO (defined below) and is stated in constant (not-inflated) dollars. See Denison news releases dated June 26, 2023 and August 9, 2023 and the Wheeler Technical Report (defined below) for details.

(2)

Operating profit margin is calculated as aggregate uranium revenue less aggregate operating costs, divided by aggregate uranium revenue. Operating costs exclude all royalties, surcharges and income taxes.

(3)

NPV and IRR are calculated to the start of construction activities for the Phoenix operation and excludes $67.4 million in pre-FID expenditures.

(4)

Change from 2018 PFS is computed by reference to the same scenario from the 2018 PFS, adjusted to incorporate certain pre-FID costs for consistent comparability.

(5)

Payback period is stated as number of months to payback from the start of uranium production.

(6)

The Adjusted Post-tax NPV, IRR and payback period are based on the “adjusted post-tax” scenario, which includes the benefit of certain entity level tax attributes which are expected to be available and used to reduce taxable income from the Phoenix operation. See Denison news release dated June 26, 2023 and the Wheeler Technical Report (defined below) for details.

Summary of Key Phoenix Operational Parameters (100% basis)
Mine life	10 years
Proven & Probable reserves(1)	56.7 million lbs U3O8 (219,000 tonnes at 11.7% U3O8)
First 5 years of reserves(2)	41.9 million lbs U3O8 (Average 8.4 million lbs U3O8 / year)
Remaining years of reserves	14.8 million lbs U3O8 (Average 3.0 million lbs U3O8 / year)
Initial capital costs(3)	$419.4 million
Average cash operating costs	$8.51 (US$6.28) per lb U3O8
All-in cost(4)	$21.73 (US$16.04) per lb U3O8

Notes

(1)

See Denison press release dated June 26, 2023 for additional details regarding Proven & Probable reserves.

(2)

The first five years is determined by reference to the 60-month period that commences at the start of operations.

(3)

Initial capital costs exclude $67.4 million in estimated pre-FID expenditures expected to be incurred before the project’s FID has been made.

(4)

All-in cost is estimated on a pre-tax basis and includes all project operating costs, capital costs post-FID, and decommissioning costs divided by the estimated number of pounds U3O8 to be produced.

The Gryphon Update is largely based on the 2018 PFS, with efforts targeted at the review and update of capital and operating costs, as well as various minor scheduling and design optimizations. The study remains at the PFS level of confidence.

Overall, the Gryphon Update demonstrates that the underground development of Gryphon is a positive potential future use of cash flows generated from Phoenix, as it can leverage existing infrastructure to provide an additional source of low-cost production.

MANAGEMENT’S DISCUSSION & ANALYSIS

See the following tables for the highlights of the Gryphon Update.

Summary of Economic Results (100% Basis) – Base Case
Uranium selling price	US$75/lb U3O8(1) (Fixed selling price)
Exchange Rate (US$:CAD$)	1.35
Discount Rate	8%
Operating profit margin(3)	83.0%

Pre-tax NPV8%(3) (Change from 2018 PFS)(4)	$1.43 billion (+148%)
Pre-tax IRR(3)	41.4%
Pre-tax payback period(5)	~ 20 months

Post-tax NPV8%(3)(6)	$864.2 million
Post-tax IRR(3)(6)	37.6%
Post-tax payback period(5)(6)	~ 22 months

Notes

(1)

Fixed selling price is based on the forecasted annual “Composite Midpoint” long-term uranium price from UxC’s Q2’2023 UMO (defined below) and is stated in constant (not-inflated) dollars. See Denison news releases dated June 26, 2023 and August 9, 2023, and the Wheeler Technical Report (defined below) for details.

(2)

(3)

NPV and IRR are calculated to the start of construction activities for the Gryphon operation, and excludes $56.5 million in pre-FID expenditures.

(4)

Change from 2018 PFS is computed by reference to the same scenario from the 2018 PFS, adjusted to incorporate certain pre-FID costs for consistent comparability.

(5)

Payback period is stated as number of months to payback from the start of uranium production.

(6)

There is no “adjusted” post-tax case for Gryphon, given that the entity level tax attributes of the Wheeler River Joint Venture owners are assumed to have been fully depleted by the Phoenix operation. See Denison news release dated June 26, 2023 and the Wheeler Technical Report (defined below) for details.

Summary of Key Gryphon Operational Parameters (100% basis)
Mine life	6.5 years
Probable reserves(1)	49.7 million lbs U3O8 (1,257,000 tonnes at 1.8% U3O8)
Average annual production	7.6 million lbs U3O8
Initial capital costs(2)	$737.4 million
Average cash operating costs	$17.27 (US$12.75) per lb U3O8
All-in cost(3)	$34.50 (US$25.47) per lb U3O8

Notes

(1)

See Denison press release dated June 26, 2023 for additional details regarding Probable reserves.

(2)

Initial capital costs exclude $56.5 million in estimated pre-FID expenditures expected to be incurred before an FID has been made.

(3)

All-in cost is estimated on a pre-tax basis and includes all project operating costs, capital costs post-FID, and decommissioning costs divided by the estimated number of pounds U3O8 to be produced.

At June 30, 2025, the WRJV is owned by the Company (90%) and JCU (10%). In October 2024, the WRJV Management Committee approved the findings and recommendations of the Phoenix FS, which became an Approved Development Program (‘ADP’) under the WRJV Agreement, providing the WRJV’s approval for development and construction of the project in accordance with the Phoenix FS. Denison has not yet made an FID with respect to the Phoenix project, pending project EA and License approval.

At the October 2024 WRJV Management Committee meeting, JCU abstained from voting on the Phoenix FS and ADP. In accordance with the terms of the WRJV agreement, non-support of the Phoenix FS and ADP by a participant means that such participant is no longer liable for its cost share of WRJV expenditures. As a result of JCU’s non-support through abstention, Denison has funded 100% of the project expenditures from the date of the October 2024 WRJV Management Committee meeting. The WRJV Agreement further requires that a participant who does not support an ADP must sell or transfer their interest in the project. The sale or transfer for JCU’s participating interest in the WRJV has not yet occurred and UEX Corporation (‘UEX’), as operator of JCU, has notified Denison that it does not agree that JCU’s abstention should be taken as non-support for the ADP.

Further details regarding Wheeler River, including the estimated mineral reserves and resources for Phoenix and Gryphon, are provided in the Technical Report for the Wheeler River project titled ‘NI 43-101 Technical Report on the Wheeler River Project, Athabasca Basin, Saskatchewan, Canada’ with an effective date of June 23, 2023 (‘Wheeler Technical Report’). A copy of the Wheeler Technical Report is available on Denison’s website and under its profile on each of SEDAR+ and EDGAR.

MANAGEMENT’S DISCUSSION & ANALYSIS

The location of the Wheeler River property, as well as the Phoenix and Gryphon deposits, and existing and proposed infrastructure, is shown on the map provided below.

Evaluation Program

The 2025 evaluation plan for Wheeler River included: (1) advancing detailed design engineering and long-lead procurement, (2) completing the required program documents to support licensing and permitting approval for the construction of the proposed Phoenix ISR operation, (3) advancing negotiation of additional impact benefit type agreements with interested parties, (4) planning and executing a field program, coordinated with exploration efforts, at Gryphon to collect additional information to support future evaluation assessments, and (5) commencing pre-construction EA commitments at Phoenix.

During the three and six months ended June 30, 2025, Denison’s share of evaluation costs at Wheeler River was $9,268,000 and $15,737,000, respectively (June 30, 2024 – $6,420,000 and $11,278,000).

Engineering Activities

Metallurgical Testing

Phoenix

During the six months ended June 30, 2025, the metallurgical test program continued at Saskatchewan Research Council Laboratories (‘SRC’) in Saskatoon, including a hybrid core leach test which is expected to provide information on leach progression during mining operations at the Phoenix deposit, process circuit testing to optimize performance, and rheology tests. Additionally, the Company is evaluating opportunities to increase the efficiency of the effluent treatment process and consolidation of stored gypsum.

MANAGEMENT’S DISCUSSION & ANALYSIS

Gryphon

During the second quarter, Gryphon metallurgical testing, including a series of grinding tests, commenced using core samples collected during the Gryphon delineation drill program completed during the first half of 2025. The resulting ground ore from these tests is planned to be used in process circuit studies to assess downstream processing requirements of Gryphon ore.

Detailed Design Engineering

The detailed design engineering phase includes work related to the Phoenix process plant, freeze plant, electrical substation & distribution, integration of wellfield surface facilities, ponds/pads, site earthworks (including the access road to site), air strip and road design, civil piping (including firewater), overall site layout with modular building design and integration.

The engineering activities required to construct and commission the proposed Phoenix operation are advancing within expected timelines to support an FID shortly after the receipt of regulatory approvals. Total engineering is significantly advanced with approximately 80% estimated to be completed by June 30, 2025, including several scopes planned for the first year of construction approaching 100% total engineering.

Construction plans continue to estimate an approximately 2-year timeline for construction, with the first year of construction focused on civil works to prepare the site, establishment of key electrical infrastructure, installation and commissioning of freeze wells, and completion of key concrete slabs and enclosure of the main process plant building(s). A summary of estimated completion of total engineering for work expected in Year 1 of construction is shown below:

Description of work package for construction work expected in Year 1	Estimated Total Engineering Completed
Civil – Ground clearing	100%
Civil – Wellfield & runoff pond, substation, camp, roads	95%
Civil – Process ponds and landfills	100%
Civil - Airstrip and Airport Road Installation	95%
Electrical – Main substation & e-house installation	90%
Freeze Plant – Freeze plant, e-house and freeze pipe installation	80%
Freeze Wells – Supply and installation	95%
Concrete Batch Plant – Supply and operation for main process plant and freeze plant area	75%
Process Plant – Pre-engineered building	75%
Permanent camp – Supply and installation	75%
Buried Utilities – Electrical and Instrumentation	90%
Telecommunication & Internet – Installation and operation	75%

Generally, the work packages completed to date have been able to confirm the FS design with no major deviations from plans made in prior engineering studies. Detailed engineering deliverables continue to advance within each of the core engineering disciplines (process, mechanical, civil, structural, electrical and instrumentation) showing significant advancement in principal engineering documents including design criteria, specifications, general arrangements, equipment lists, data sheets, P&ID’s, block diagrams, and control narratives. All civil drawings have reached the Issued for Construction (“IFC”) milestones with remaining engineering disciplines to follow by the end of 2025.

MANAGEMENT’S DISCUSSION & ANALYSIS

The following 3D model illustrates the mining and processing infrastructure for Wheeler.

Field Program

Phoenix

During the six months ended June 30, 2025, field programs commenced for the execution of certain pre-construction EA commitments, including groundwater well drilling to allow for the collection of additional hydrogeologic and geochemical datasets as well as a drilling program focused on grouting previously utilized exploration boreholes. At the end of June 2025, the grouting program was approximately 50% complete.

Gryphon

In addition to resource delineation efforts described in the Exploration section, supplemental field de-risking efforts were completed for Gryphon during the second quarter of 2025. The field program included hydrogeological, metallurgical and geotechnical work to collect data for planned trade-off studies. In addition, desktop studies also commenced in the quarter, including engineering trade-off studies intended to support a future decision to proceed to a feasibility study. These desktop studies are expected to utilize the field data collected during the 2025 field programs.

Procurement Advancement

Procurement efforts continue to progress with a total of 89 procurement packages required for the project. Nineteen packages have been awarded and 30 packages were in the RFP cycles at end of June 2025. Awarded packages associated with long lead electrical equipment such as the substation transformer, high voltage sub-station yard equipment, electrical switch gear, E-house electrical buildings and diesel power generators have been secured to align with anticipated construction timelines. Larger process equipment including control systems, drum filling station, process thickeners, sand filters and centrifuges have also been purchased. Additionally, a total of six construction services RFP packages have been issued to market for early and critical works. The award of these packages will ensure Denison is ready to commence project construction upon receipt of regulatory approval.

The Company incurred $3,184,000 in expenditures on long-lead procurement items during the second quarter of 2025, and has incurred $10,283,000 in cumulative expenditures. A further $41,836,000 has been committed for capital purchases as at June 30, 2025. These capital items are expected to be received over the next 12 to 24 months and represent a portion of the initial capital cost of the project.

MANAGEMENT’S DISCUSSION & ANALYSIS

Construction Planning

In 2024, third-party construction management support was onboarded to facilitate construction planning and the development of core construction documentation to guide the safe execution of project work and to meet regulatory requirements.

With CNSC Hearing dates confirmed to occur late in 2025, the Project team has updated the construction schedule to reflect an anticipated start date in early 2026. In addition, early construction planning activities, including engagement with key northern business partners, continue to progress and construction execution schedules and construction methodologies have been developed for each key scope of work, allowing major contract tendering to be initiated.

Environmental and Sustainability Activities

Environmental Assessment and Licensing Activities

Following a two-year regulatory review process, in December 2024, the EIS for Phoenix was accepted by the CNSC staff. During the fourth quarter of 2024, the Company also received notice of technical sufficiency from the CNSC indicating that it had fulfilled the application requirements for a Licence.

In February 2025, the CNSC Registrar set the schedule for the CNSC Hearing for Wheeler River. The Hearing is scheduled to be held in two parts (October 8, 2025, and December 8 to 12, 2025) and represents the final step in the federal approval process for the Project's EA and Licence to Prepare and Construct a Uranium Mine and Mill. Preparation and planning for the Hearings is underway and will continue through the second half of 2025. The anticipated date for a decision supports the commencement of construction in early 2026 consistent with past guidance.

The final Provincial EIS for Phoenix was submitted to the Saskatchewan Ministry of Environment (‘MOE’) in October 2024 and the public and Indigenous review period closed in early December, 2024. In July 2025, Denison received Ministerial approval under The Environmental Assessment Act of Saskatchewan to proceed with the development of the Wheeler River Uranium Project. Approval of the provincial EA represents one of the final regulatory milestones necessary for Denison to commence construction.

Community Engagement Activities

As part of ongoing engagement activities, plans for 2025 community engagement activities included in-community meetings with residents and leadership, regular updates to all Interested Parties, and sharing of information about the forthcoming regulatory hearings. Due to wildfires in the region, several engagement activities have been postponed. The Company continues to work closely with the Indigenous and non-Indigenous communities of English River First Nation, Kineepik Métis Local, the Northern Village of Pinehouse Lake, the Northern Village of Ile a la Crosse, the Northern Village of Beauval, the Northern Hamlet of Cole Bay and the Northern Hamlet of Jans Bay, each of whom has provided their consent and support to the Project, to ensure leadership and residents have access to current information related to Wheeler River.

Evaluation Pipeline Properties

Waterbury Lake

In 2020, an independent PEA was completed for Waterbury, which evaluated the potential use of the ISR mining method at the Tthe Heldeth Túé (‘THT’) deposit. Denison’s 2023 evaluation activities at Waterbury were designed to build upon the 2020 PEA and were highlighted by an ISR field program consisting of the installation of the first ISR test wells at THT, the completion of pump and injection testing, permeameter data collection, hydrogeological logging, metallurgical sampling, geological logging, as well as an ion tracer test. The test program results validated the amenability of the deposit to ISR mining.

In 2024, Denison’s work at Waterbury included: (1) metallurgical test work with core retrieved during the 2023 field program, (2) additional pump and injection tests from the ISR test wells installed in 2023, to validate year-over-year hydrogeological test results, and (3) collection of key components of environmental baseline data.

During the six months ended June 30, 2025, a 17-hole drill program was completed, testing for additional high-grade mineralization and collecting geological data from the THT East Pod. Metallurgical samples were also collected and sent to the SRC facilities (Saskatoon) in support of future ISR focused test work. Results of the program are pending.

The Company continues a desktop assessment towards the completion of the PFS with the expected completion in the second half of 2025.

Midwest

The MWJV is operated by Orano Canada and is host to the high-grade Midwest Main and Midwest A uranium deposits, which lie along strike and within six kilometres of the THT and Huskie deposits on Denison’s Waterbury Lake project. The Midwest and Waterbury deposits are all located in close proximity to existing uranium mining and milling infrastructure including provincial highways, power lines, and Denison’s 22.5% owned McClean Lake mill.

A Concept Study evaluating the potential application of the ISR mining method at Midwest was issued to the MWJV in early 2023. In 2024, an inaugural ISR field test program was undertaken at Midwest and successfully confirmed that the deposit’s hydraulic conductivity (permeability) was sufficient for ISR mining, demonstrated the effectiveness of permeability enhancement techniques, and allowed for the collection of core samples which were used to commence metallurgical test work.

MANAGEMENT’S DISCUSSION & ANALYSIS

During the six months ended June 30, 2025, the Company completed a second ISR field test program at the Midwest Main deposit. The 2025 program involved the installation of a multi-well test pattern to facilitate additional hydrogeological test work as well as the deployment of certain permeability enhancement tools. The program successfully completed its objectives by installing pump, injection and monitoring wells to facilitate a successful tracer test further verifying the connectivity of the formation and desired flow rates for the potential application of the ISR mining methodology. The project team is currently evaluating the next steps.

Additionally, during the six months ended June 30, 2025, core and column leach testing continued on key hydrogeological units of the Midwest main deposit at SRC, with a focus on lixiviant requirements and recovery curve generation.

The results from the 2024 and 2025 field programs and technical studies have informed the results of the recently released PEA evaluating the merit of deploying ISR mining at the Midwest Main deposit.

The PEA outlines total ISR mine production (100% basis) of 37.4 million pounds U3O8 over an approximately 6-year mine life with processing at the nearby McClean Lake mill, resulting in annual average production of nearly 6.1 million pounds U3O8, an after-tax base-case NPV of $965 million, and after-tax base-case IRR of 82.7%. Key operating parameters and economic results from the PEA are summarized below:

Summary of Key Midwest Main Operational Parameters (100% basis)
Mine life	6.14 years
Potentially mineable resources(1)	37.4 million lbs U3O8 (650,000 tonnes at 2.60% U3O8)
Average annual production(2)	6.1 million lbs U3O8
Initial capital costs	$254.0 million
Average cash operating costs	$15.78 (US$11.69) per lb U3O8
All-in cost(3)	$34.80 (US$25.78) per lb U3O8

Notes

(1)

See Denison press release dated August 6, 2025 for additional details regarding estimated Mineral Resource.

(2)

Based on the estimated number of pounds U3O8 to be produced over the life of the project divided by mine life.

(3)

All-in cost is estimated on a pre-tax basis and includes all project operating costs, capital costs post-FID, and decommissioning costs divided by the estimated number of pounds U3O8 to be produced.

MANAGEMENT’S DISCUSSION & ANALYSIS

Summary of Economic Results (100% Basis) – Base Case
Uranium selling price	UxC Spot Price(1) (~USD$80/lb U3O8)
Exchange Rate (US$:CAD$)	1.35
Discount Rate	8%
Operating profit margin(2)	85.4%

Pre-tax NPV8%(3)	$1.62 billion
Pre-tax IRR(3)	111.1%
Pre-tax payback period(4)	~ 6 months

Post-tax NPV8%(3)	$964.7 million
Post-tax IRR(3)	82.7%
Post-tax payback period(4)	~ 9 months

Note

(1)

Spot price forecast is based on “Composite Midpoint” scenario from UxC’s Q4’2024 Uranium Market Outlook (“UMO”) and is stated in constant (not-inflated) dollars.

(2)

(3)

NPV and IRR are calculated to the start of construction activities for the Midwest project and excludes $16.8 million in pre-FID expenditures.

(4)

Payback period is stated as number of months to payback from the start of uranium production.

Midwest Capital Costs (100% Basis) ($ millions(1))
Description	Initial(1)	Sustaining	Total
ISR Wellfield	95.6	239.3	334.9
Milling (McClean Mill Modifications)	2.9	-	2.9
McClean Lake Mill Sustaining Capital	-	37.4	37.4
Surface Facilities	1.6	-	1.6
Utilities	0.9	-	0.9
Electrical	11.2	-	11.2
Civil & Earthworks	46.3	39.7	86.0
Road Upgrades (Midwest to McClean Lake)	1.2	-	1.2
SaskPower Line to Midwest	2.9	-	2.9
Surface Mobile Equipment	1.8	-	1.8
Remediation	-	86.8	86.8
Demolition	-	21.6	21.6
Contractor Direct Field Support Costs	12.3	5.4	17.7
Subtotal Direct Costs	176.7	430.2	606.9
Project Indirect Costs	18.8	6.7	25.5
Subtotal Direct + Indirect Costs	195.5	436.9	632.4
Contingency	58.7	10.1	68.8
Total Capital Cost	254.2	446.9	701.2

Note

(1)

Totals may not sum precisely due to rounding.

Kindersley Lithium Project

In January 2024, Denison entered into an agreement with Grounded Lithium Corp. (‘Grounded Lithium’) with respect to the KLP in Saskatchewan. The agreement includes a series of earn-in options, with the exercise of each earn-in option completed by way of a cash payment to Grounded Lithium as well as required work expenditures to advance the KLP.

In 2024, Denison commenced a $4.5 million program to allow for the advancement of KLP through a robust process of technical de-risking. The program is expected to conclude with the potential completion of a PFS in 2025. During 2024, program work included: (1) the collection of formation specific field information, including the flow and concentration of various horizons of the Duperow formation, as well as collection of fresh brine for lab-based test work; (2) the initiation of a comprehensive lab-scale metallurgical test program on available direct lithium extract (‘DLE’) technology and testing on downstream processes; (3) the development of a process simulation model for lithium processing; and (4) the commencement of technical assessments required for inclusion in a future PFS.

MANAGEMENT’S DISCUSSION & ANALYSIS

During the six months ended June 30, 2025, the Company continued to progress the evaluation of DLE technologies in parallel with advancement of engineering design initiatives expected to support the completion of a potential future PFS.

MINERAL PROPERTY EXPLORATION

During the three and six months ended June 30, 2025, Denison’s share of exploration expenditures was $2,510,000 and $10,564,000 (June 30, 2024 – $1,755,000 and $7,168,000). The increase in exploration expenditures compared to the prior year period is primarily due to an increase in winter exploration activities.

Exploration spending in the Athabasca Basin is generally seasonal in nature, with spending typically higher during the winter exploration season (January to mid-April) and summer exploration season (June to mid-October).

The following table summarizes the 2025 exploration activities to the end of June 30, 2025. For exploration expenditures reported in this MD&A, all amounts are reported for the three and six months ended June 30, 2025.

EXPLORATION ACTIVITIES
Property	Denison’s ownership	Drilling in metres (m)(1)	Other activities
Crawford Lake	100.00%	-	Geophysical Survey
CLK	80.00%(2)	-	Geophysical Survey
Hatchet Lake	56.12%(3)	2,400 (10 holes)	-
Johnston Lake	100.00%	-	Geophysical Survey
McClean Lake	22.5%	6,447 (24 holes)	-
Moon Lake South	75.00%(4)	-	Linecutting
Murphy Lake North	30.00%(5)	1,739 (4 holes)	-
Wheeler River	95.00%(6)	12,533 (17 holes)	Geophysical Survey
Waterfound	24.68%(7)	11,153 (19 holes)	Geophysical Survey
Wolly	27.73%(8)	3,987 (15 holes)	-
Wolverine	80.00%(2)	-	Geochemical Survey
Total		38,259 (89 holes)

Notes

(1)

The Company reports total exploration metres drilled and the number of holes that were successfully completed to their target depth.

(2)

Denison’s effective ownership interest as at June 30, 2025. In 2024, Foremost Clean Energy Ltd. (‘Foremost’) satisfied the conditions of the first phase of its earn-in under an option agreement (‘Foremost Earn-In’), pursuant to which Foremost has the current right to exercise its option to earn a 20% interest in these projects, reducing Denison’s ownership interest to 80%.

(3)

Denison’s effective ownership interest as at June 30, 2025. In 2024, Foremost satisfied the conditions of the first phase of the Foremost Earn-In, pursuant to which Foremost has the current right to exercise its option to earn 14.03%, which would reduce Denison’s ownership interest in Hatchet Lake to 56.12%.

(4)

Denison’s effective ownership interest as at June 30, 2025.The remaining interest is owned by CanAlaska Uranium Ltd.

(5)

Denison’s effective ownership interest as at June 30, 2025. The remaining interest was acquired by Cosa Resources Corp. in January 2025.

(6)

Denison’s effective ownership interest as at June 30, 2025, including an indirect 5.0% ownership interest held through Denison’s 50% ownership of JCU.

(7)

Denison’s effective ownership interest as at June 30, 2025, including an indirect 12.90% ownership interest held through Denison’s 50% ownership of JCU.

(8)

Denison’s effective ownership interest as at June 30, 2025, including an indirect 6.39% ownership interest held through Denison’s 50% ownership of JCU.

MANAGEMENT’S DISCUSSION & ANALYSIS

The Company’s land position in the Athabasca Basin, as of June 30, 2025, consists of 384,007 hectares (229 claims), as illustrated in the figure below. The land position reported by the Company excludes the land positions held by JCU.

Wheeler River Exploration

Denison’s share of exploration costs at Wheeler River during the three and six months ended June 30, 2025 was $1,159,000 and $6,303,000, respectively (June 30, 2024 - $394,000 and $1,946,000).

The 2025 Wheeler River winter exploration drilling program, which was initiated in mid-January and was completed in April, was focused on the Gryphon deposit, where a total of 12,533 metres were drilled in 17 holes during the six months ended June 30, 2025.

MANAGEMENT’S DISCUSSION & ANALYSIS

The drill hole locations are illustrated in the figure below.

The Gryphon drilling program was designed to refine and improve confidence in the estimated mineral resources, and collect critical geotechnical, hydrological, and metallurgical data that may be used to support future evaluation studies.

Gryphon is comprised of 24 primarily basement-hosted stacked lenses referred to as the A-series, B-series, C-series, D-series and E-series lenses, which are interpreted to be stacked to form a zone of mineralization measuring approximately 280 metres long by 113 metres wide, with each lens having variable thicknesses and generally plunging to the northeast and dipping to the southeast. Four high-grade domains have been established within the A1 and D1 lenses. The A1 high-grade domain represents 40% of the total indicated mineral resources estimated for the deposit; whereas the combination of the three D1 high-grade domains represent approximately 10% of the total indicated mineral resources.

The A1 lens was the primary focus of the drill program as the high-grade and low-grade domains contain approximately 50% of the estimated indicated mineral resource for Gryphon. Several drill holes intersected the A1 high-grade domain and established additional continuity within the A-series lenses.

The B and C series lenses are located below the A series within the center of the deposit and were also intersected as part of the 2025 delineation program. Together the B and C series lenses account for approximately 20% of the total estimated indicated mineral resources.

Several drill holes encountered significant results, demonstrating the high-grade nature of Gryphon, including the following results from WR-831D1D2, which tested the primary lenses and returned the best mineralized intercepts from the delineation program:

MANAGEMENT’S DISCUSSION & ANALYSIS

Drill hole intercepts by lens for WR-831D1D2(1)
Lens	From (m)	To (m)	Length (m)(6)	%eU3O8(2)
A4(3)	655.6	657.3	1.7	0.87
A3(3)	664.9	667.3	2.4	0.20
A2(3)	682.5	684.3	1.8	0.76
A1(3)	689.3	700.3	11.0	1.76
(includes)(4)	692.6	694.4	1.8	3.85
(includes) (4)	695.3	697.2	1.9	5.28
B1(3)	701.2	708.0	6.8	0.13
B2(3)	713.0	717.4	4.4	0.14
B3(3)	721.0	735.5	14.5	2.13
(includes) (4)	723.9	725.7	1.8	6.38
(includes) (4)	727.1	727.6	0.5	2.60
(includes) (4)	731.5	734.0	2.5	6.16
B3 (continued)(3)	737.5	743.8	6.3	0.91
(includes) (4)	740.1	740.7	0.6	3.42

Notes

(1)

Drill hole orientation (azimuth/dip) 295.8o/-77.0o.

(2)

eU3O8 is radiometric equivalent uranium from a calibrated total gamma down-hole probe. All intersections have been sampled for chemical U3O8 assay.

(3)

Intersection interval is composited above a cut-off grade of 0.05% eU3O8.

(4)

Intersection interval is composited above a cut-off grade of 2.0% eU3O8.

(5)

Intersections with less than 0.5 GT were left out of the table to simplify the results.

(6)

As most of the drill holes are oriented steeply toward the northwest and the basement mineralization is interpreted to dip moderately to the southeast, the true thickness of the mineralization is expected to be approximately 85% of the intersection lengths.

Overall, the delineation program confirmed the current geological interpretation of the deposit and supported the grade-thickness (GT) assumptions in the resource block model.

In addition to testing the A1 lens, the D series lenses were also targeted for potential mineral resource expansion in 2025 given their high-grade, structurally controlled nature, and that previous drilling left the mineralization partially open in the down-plunge and along-strike directions. Prior to this program, no significant expansion drilling has occurred proximal to Gryphon since 2018.

The last drill hole of the program (WR-837AD2) encountered high-grade uranium mineralization, which is interpreted to expand the extent of the D1 zone by ~40 metres in the down-plunge direction. This drill hole tested a 100-metre gap in the previous drill hole spacing and justifies further follow-up drilling to test for additional down-plunge extension of the mineralization as well as the potential for along strike continuation. Drill hole WR-836 was also completed in the expansion area and encountered additional notable uranium mineralization, which indicates the system is open along strike to the north.

Drill hole intercepts by lens for WR-836 and WR-837AD2(1)
Drill Hole	Lens	From (m)	To (m)	Length (m)(5)	%eU3O8(2)
WR-836(1)	D1(3)	800.3	800.8	0.5	0.40
WR-837AD2(1)	D1(3)	834.6	836.9	2.3	1.69
	(includes)(4)	835.6	836.1	0.5	5.48

Notes

(1)

Drill hole orientation (azimuth/dip) for WR-836 is 306.8o/-73.4o and for WR-837AD2 is 311.1o/-71.0o.

(2)

eU3O8 is radiometric equivalent uranium from a calibrated total gamma down-hole probe. All intersections have been sampled for chemical U3O8 assay. Assay samples have been sent to SRC lab for processing.

(3)

Intersection interval is composited above a cut-off grade of 0.05% eU3O8.

(4)

Intersection interval is composited above a cut-off grade of 2.0% eU3O8.

(5)

MANAGEMENT’S DISCUSSION & ANALYSIS

Exploration Pipeline Properties

During the three and six months ended June 30, 2025, exploration field programs were carried out at 10 of Denison’s pipeline properties (three operated by Denison). Denison’s share of exploration costs for these properties was $967,000 and $3,552,000, respectively (June 30, 2024 – $1,361,000 and $5,222,000).

Crawford Lake

The Crawford Lake Property is 100% owned by the Company. The Crawford Lake property is located adjacent to the southwestern portion of Wheeler River and borders the Moon Lake South project. Winter access to the property can be gained from the north via the Fox Lake road and from the south via the Cree Lake road. The property is underlain by Athabasca Group sandstones, which in turn overlie metamorphic rocks of the Wollaston and Mudjatik Domains. The depth to the unconformity is between 415 and 515 metres.

A SWML EM survey was initiated on the property late in the first quarter of 2025 to better define basement conductivity associated with the CR3 conductive trend and generate targets for future drill testing on the project. The survey was suspended during the second quarter of 2025, as site access was limited due to road conditions. The survey resumed and was completed in July.

Hatchet Lake

With the satisfaction of the conditions of the first option phase of the Foremost Earn-In in late 2024, Foremost has vested a 14.03% stake in the Hatchet Lake joint venture from Denison’s share in the project (joint venture participants are currently Denison (70.15%) and Trident Resources Corp. (29.85%). Foremost has assumed operatorship of the project during the Foremost Earn-In.

In 2024, prior to entering into the earn-in agreement with Foremost, Denison completed a diamond drilling program to test the extent of previously identified geochemical anomalies that are associated with significant structure and alteration. A total of 884 metres was drilled in four diamond drill holes, two holes along the Richardson Trend and two holes at the Tuning Fork area. Significant alteration and structure was observed in each of the four completed holes.

Results from analysis of core samples collected during the 2024 program were received early in 2025. Samples from drill holes along the Richardson trend returned strongly anomalous uranium values, highlighted by hole RL-24-29 which intersected uranium mineralization grading 0.11% U3O8 over 0.2 metres. Additionally, lab results returned from the two holes completed at Tuning Fork (TF-24-11 and TF 24-12) returned anomalous uranium and elevated levels of boron (up to 5,670 ppm), copper (up to 233 ppm), nickel (up to 387 ppm), and cobalt (up to 209 ppm). This level of pathfinder element concentrations is potentially indicative of a uranium mineralizing system.

Foremost commenced a drilling program late in the first quarter of 2025, which was completed during the second quarter. The diamond drill program, originally planned as an 8-hole, 2,000 metre program, increased to 10-holes and over 2,400 metres following positive preliminary results from drill hole TF-25-16, which discovered a new area of uranium mineralization highlighted by a mineralized interval of 0.10% eU3O8 over 6.5 metres, including 0.22% eU3O8 over 0.9 metres, within a 15 metre wide zone of alteration. Anomalous radioactivity was detected directly above and/or below the unconformity in six of the ten drill holes completed as part of the drill program. Samples from the mineralized intersections in these drill holes have been submitted for assay and results are pending.

CLK

CLK is an exploration property located in the northeastern area of the Athabasca Basin and is 100% owned by the Company. Pursuant to the Foremost Earn-In, Foremost has vested a 20% interest in CLK and has assumed operatorship of the project.

During the second quarter of 2025, Foremost completed an airborne geophysical survey. In total, 771 line-kilometers of electromagnetic surveying using the MobileMT™ system was completed and data is currently being processed to identify conductive trends and structural features associated with known uranium mineralization.

Wolverine

Wolverine is an exploration property located in the northeastern area of the Athabasca Basin and is 100% owned by the Company. Pursuant to the Foremost Earn-In, Foremost has vested a 20% interest in Wolverine and has assumed operatorship of the project.

MANAGEMENT’S DISCUSSION & ANALYSIS

During the second quarter of 2025, Foremost initiated a surficial radon geochemistry survey. This targeted geochemical approach leverages the relationship between radon gas emissions and the presence of subsurface uranium. The survey grid is designed to cover two potential faults which may explain the notable unconformity offset observed on the property.

Murphy Lake North

In January 2025, the Company completed a transaction with Cosa Resources Corp. (“Cosa”) pursuant to which Cosa acquired a 70% stake in Murphy Lake North, entered into a joint venture agreement with Denison for the project, and has assumed operatorship of the project, subject to the conditions for retaining Cosa’s interest as provided for in the acquisition agreement between Cosa and the Company.

During the six months ended June 30, 2025, Cosa completed a four-hole drill program totaling 1,739 metres. The primary objectives of the program were to locate and define the interpreted strike extension of the Hurricane (CH1) trend and follow up historical intersections of weak uranium mineralization on the parallel Cyclone (CH2) trend to the south. Initial drilling in winter 2025 confirmed that up to two kilometres of Hurricane trend basement geology is present within the property. While testing the southern portion of the Hurricane trend, the fourth and final drill hole of the program intersected a broad zone of alteration and structure in the lower sandstone that is open along strike in both directions.

Late in the second quarter, Cosa commenced a 3,000-metre follow-up drill program targeting the Hurricane and Cyclone trends.

Johnston Lake

The Johnston Lake Property is host to known uranium mineralization along two under-explored trends, the MJ-1 and Gumboot trends. The focus of the Company’s exploration activities since 2022 have been on the MJ-1 trend.

During the first quarter of 2025, a SWML EM survey was initiated, with a focus on resolving conductivity associated with a flexure in the western extension of the MJ-1 trend. The survey was suspended in early April and resumed late in the second quarter. It is expected to be completed during the third quarter of 2025.

McClean Lake

Orano initiated an exploration drilling program focused on the McClean South area in the first half of 2025. McClean South is located approximately 600 metres to the south of the McClean North deposit, where the MLJV recently commenced commercial mining using the joint venture's patented SABRE mining method. Historically two pods of uranium mineralization, the 8W and 8E pods, were defined along a conductor in the McClean South area with a new pod (the 8C Pod), discovered in 2021. The 8C pod hosts low to high-grade uranium mineralization over 150 metres of strike length between the 8W and 8E Pods.

Twenty-four holes were completed during the 2025 exploration drilling program for a total of 6,447 metres, with all holes completed on the 8C and 8W pods. Based on initial probing results, 14 of the 24 holes completed during the program intersected uranium mineralization above a cutoff grade of 0.05% eU3O8. Assay results for the program are pending. Notable high-grade intersections at the 8C mineralized pod, include:

●

MCS-77 intersected 7.51% eU3O8 over 5.4 metres from 165.7 to 171.1 metres (including 10.88% eU3O8 over 3.7 metres),

●

MCS-80 intersected 3.5% eU3O8 over 11.2 metres from 156.7 to 167.9 metres (including 5.81% eU3O8 over 6.5 metres), and

●

MCS-84 intersected 1.72% eU3O8 over 20.6 metres from 150.6 to 170.7 metres (including 4.43% eU3O8 over 4.0 metres)

Results from the 8W pod were highlighted by the following:

●

MCS-61 and MCS-64 confirmed mineralization in the sandstone near surface along the western edge of the 8W pod,

●

MCS-61 intersected 0.15% eU3O8 over 2.2 metres from 40.3 to 42.5 metres, and

●

MCS-64 intersected 0.21% eU3O8 over 1.2 metres from 57.6 to 58.8 metres.

The results of the holes discussed above and the balance of the mineralized intersections from the 2025 drill program are summarized below.

MANAGEMENT’S DISCUSSION & ANALYSIS

2025 McClean Lake Exploration Drilling – Mineralized Intersections
Drill Hole	Target area	Orientation (azi/dip)	From (m)	To (m)	Length (m)(1)	%eU3O8(2)
MCS-61	8W	345°/-75°	40.3	42.5	2.2	0.15
MCS-62	8C	345°/-77°	173.9	176.9	3.0	0.52
including	-	-	175.6	176.0	0.4	1.71
MCS-63	8W	330°/-75°	174.3	175.6	1.3	0.31
MCS-64	8W	330°/-75°	57.6	58.8	1.2	0.21
MCS-67A	8C	340°/-70°	172.0	174.9	2.9	0.28
MCS-67A	-	-	175.9	183.2	7.3	0.29
MCS-67A	-	-	183.7	187.3	3.6	0.62
including	-	-	185.6	186.8	1.2	1.58
MCS-71	8C	348°/-80°	168.5	169.7	1.2	0.18
MCS-74	8C	345°/-80°	153.8	156.3	2.5	0.14
MCS-74	8C	-	157.2	164.7	7.5	0.24
MCS-74	8C	-	165.7	168.5	2.8	0.31
MCS-76	8C	349°/-80°	173.8	175.2	1.4	0.15
MCS-77	8C	345°/-80°	165.7	171.1	5.4	7.51
including	-	-	166.5	170.2	3.7	10.88
MCS-78	8C	345°/-83°	164.4	166.4	2.0	0.41
including	-	-	165.5	166.0	0.5	1.08
MCS-79	8C	345°/-78°	164.2	170.1	5.9	0.75
including	-	-	167.2	168.8	1.6	1.51
MCS-80	8C	346°/-80°	156.7	167.9	11.2	3.50
including	-	-	158.6	165.1	6.5	5.81
MCS-81	8C	345°/-77°	168.2	169.8	1.6	0.32
MCS-84	8C	345°/-90°	150.1	170.7	20.6	1.72
including	-	-	153.9	157.9	4.0	2.70
including	-	-	166.0	170.0	4.0	4.43

Notes

(1)

Lengths indicated represent the down-hole length of mineralized intersections.

(2)

Interval is composited above a cut-off grade of 0.05% eU, which corresponds to 0.06% eU3O8.

Moon Lake South

The Moon Lake South property is located adjacent, to the west, of the Wheeler River project and north of Denison’s 100% owned Crawford Lake. The Moon Lake South project is a joint venture between Denison (75%) and CanAlaska Uranium Ltd. (25%). Denison is the project operator.

The project hosts three mineralized showings, the most significant of which was discovered during the winter of 2023, where high-grade uranium mineralization grading 2.46% U3O8 over 8.0 metres, was encountered approximately 30 metres above the unconformity.

The planned exploration program for 2025 consists of a single line of SWML surveying oriented perpendicular to previous surveys, designed to resolve any potential conductivity associated with a northwest-trending resistivity low feature found coincident with a magnetic low trend. Line cutting to support the survey was completed during the first quarter of 2025. Surveying has commenced early in the third quarter of 2025.

Waterfound

Waterfound is a joint venture between Orano Canada (62.42%), JCU (25.8%) and Denison (11.78%) and is operated by Orano Canada.

MANAGEMENT’S DISCUSSION & ANALYSIS

The project is located along the LaRocque Lake corridor, which hosts high-grade uranium mineralization at Hurricane (IsoEnergy), the western extension of Hurricane on the Cameco-operated Dawn Lake JV, and at the LaRocque Lake zone on the Dawn Lake JV (Cameco). Waterfound hosts two additional zones of high-grade uranium mineralization: the Alligator and Crocodile Zones. Since the discovery of the Crocodile Zone (4.75% eU3O8 over 13.3 metres) in the winter of 2022, all exploration activity at Waterfound has focused on drilling the D-1 North trend, which hosts both Alligator and Crocodile.

The 2025 exploration diamond drill program was designed to continue the evaluation of the D-1 North conductor, and nineteen holes were completed for 11,153 metres during the first quarter. Borehole EM surveys were completed on 15 of the 19 completed holes to characterize the conductive response along the D-1 North trend to further refine and resolve the position of the D-1 North conductor, which is interpreted to be the main control on mineralization at Alligator and Crocodile.

Elevated radioactivity was encountered in the majority of holes completed during the winter drilling program. Based on initial probing results, uranium mineralization exceeding a cutoff grade of 0.05% eU3O8 was encountered in three of the completed drill holes. Assay results are pending.

Wolly

The Wolly project is a joint venture between Orano (65.88%), JCU (12.78%), and Denison (21.34%). The project was initiated by Gulf Minerals in 1968, and the current operator is Orano Canada. Deposits that have been discovered on the Wolly project were later partitioned into the McClean Lake property, including JEB, McClean North/South, and the Sue deposits. Over 980 drill holes have been completed on the Wolly property, and over 150,000 metres have been drilled.

Orano carried out an exploration diamond drilling program during the first half of 2025, which completed in April, designed to evaluate two areas: Collins Creek and Emperor. At Collins Creek, historical drilling identified anomalous uranium along the trend, which could potentially host uranium pods similar to those found at McClean North and South. The Emperor trend represents the E-NE strike extension of the geological trend that hosts the Tamarack deposit (historic resource of 17.9 million pounds grading 4.42% U3O8), which is located approximately 1,200 metres to the west on the Cameco-operated Dawn Lake property.

During the six months ended June 30, 2025, 3,987 metres were drilled in fifteen holes, with twelve holes completed at Collins Creek, and an additional three holes completed at the Emperor trend. Based on initial probing results, two of the holes completed at Collins Creek intersected low-grade unconformity-associated uranium mineralization exceeding a cutoff grade of 0.05% eU3O8, while all three holes completed at Emperor identified low-grade mineralization above a 0.05% eU3O8 cutoff. Assay results for the program are pending.

GENERAL AND ADMINISTRATIVE EXPENSES

Total general and administrative expenses were $4,603,000 and $9,346,000, respectively, during the three and six months ended June 30, 2025 (June 30, 2024 – $3,741,000 and $7,325,000). These costs are mainly comprised of head office salaries and benefits, share based compensation, audit and regulatory costs, legal fees, investor relations expenses, and all other costs related to operating a public company with listings in Canada and the United States. The increase in general and administrative expenses compared to the prior year periods is predominantly driven by an increase in share-based compensation and head office salaries and benefits due to increases in headcount.

OTHER INCOME AND EXPENSE

During the three and six months ended June 30, 2025, the Company recognized other income of $32,822,000 and $5,415,000, respectively (June 30, 2024 – other expense of $4,596,000 and $9,678,000).

The main drivers of the other income/expense are as follows:

Fair value gains on uranium investments

During 2021, the Company acquired 2,500,000 pounds of U3O8 at a weighted average cost of $36.67 (US$29.66) per pound U3O8 (including purchase commissions of $0.05 (US$0.04) per pound U3O8) to be held as a long-term investment to strengthen the Company’s balance sheet and potentially enhance its ability to access project financing in support of the future advancement and/or construction of Wheeler River. Given that this material is held for long-term capital appreciation, the Company’s holdings are measured at fair value, with changes in fair value between reporting dates recorded through profit and loss. In previous years, the Company sold 300,000 pounds of U3O8 at a weighted average price of $111.66 (US$82.25) per pound U3O8. As at June 30, 2025, the Company held 2,200,000 pounds of U3O8.

MANAGEMENT’S DISCUSSION & ANALYSIS

During the three months ended June 30, 2025, the spot price of U3O8 increased from $92.65 (US$64.45) per pound U3O8 at March 31, 2025, to $107.10 (US$78.50) per pound U3O8 at June 30, 2025, resulting in a fair value of the Company’s uranium investments of $235,615,000 and a mark-to-market gain of $31,776,000 (three months ended June 30, 2024 – mark-to-market loss of $80,000). During the six months ended June 30, 2025, the spot price of U3O8 increased from $105.40 (US$73.00) per pound U3O8 at December 31, 2024, to $107.10 (US$78.50) per pound U3O8 at June 30, 2025, resulting mark-to-market gain of $4,527,000 on the Company’s uranium holdings (six months ended June 30, 2024 – mark-to-market loss $5,757,000).

During the second quarter of 2025, the Company entered into commitments to sell 300,000 pounds of U3O8 at an average price of US$76.00 per pound U3O8. These transactions closed early in the third quarter.

Fair value gains/losses on portfolio investments

During the three and six months ended June 30, 2025, the Company recognized a gain of $1,620,000 and $2,101,000, respectively, on portfolio investments carried at fair value (June 30, 2024 – loss of $2,628,000 and $3,424,000). Gains and losses on investments carried at fair value are determined by reference to the closing share price of the related investee at the end of the period, or, as applicable, immediately prior to disposal.

Fair value gains/losses on F3 Debentures

During the year ended December 31, 2023, the Company completed a $15 million strategic investment in F3 Uranium Corp. (‘F3’) in the form of unsecured convertible debentures, which carry a 9% coupon and are convertible at Denison’s option into common shares of F3 at a conversion price of $0.56 per share. During the third quarter of 2024, F3 completed an arrangement whereby F3 transferred 17 prospective uranium exploration projects to F4 Uranium Corp. (‘F4’). As a result of the spin out, for the conversion price of $0.56, Denison will now receive one share of F3 and 1/10th of a share of F4 on conversion of the debentures. F3 has the right to pay up to one third of the quarterly interest payable by issuing common shares. F3 will also have certain redemption rights on or after the third anniversary of the date of issuance of the Debentures and/or in the event of an F3 change of control. As a result of the debentures’ conversion and redemption features, the contractual cash flow characteristics of these instruments do not solely consist of the payment of principal and interest and therefore the debentures are accounted for as a financial asset at fair value through profit and loss.

During the three and six months ended June 30, 2025, the Company recognized a mark-to-market gain of $270,000 and a loss of $508,000, respectively (June 30, 2024 – mark-to-market loss of $2,074,000 and $1,435,000) on its investments in the debentures. For the three months ended June 30, 2025, the gain was primarily due to an increase in the F3 share price from March 31, 2025 to June 30, 2025, as well as a decrease in the credit spread, which led to an increase in the value of the debentures’ embedded conversion option. For the six months ended June 30, 2025, the loss was primarily due to a lower F3 share price from December 31, 2024 to June 30, 2025, as well as a higher credit spread, which led to a decrease in the value of the debentures’ embedded conversion option.

Gain on receipt of proceeds from Uranium Industry a.s.

In January 2022, the Company executed a Repayment Agreement (‘RA’) pursuant to which the parties negotiated the repayment of the debt owing from Uranium Industry a.s. (‘UI’) to Denison in connection with the Company’s sale of its mining assets and operations located in Mongolia to UI in 2015 for upfront cash consideration as well as the rights to receive additional contingent consideration. Under the terms of the RA, UI has agreed to make scheduled payments of the amounts owing from the sale of the Mongolia operations through a series of quarterly installments and annual milestone payments until December 31, 2025. The total amount due to Denison under the RA is approximately US$16,000,000, inclusive of additional interest to be earned over the term of the agreement at a rate of 6.5% per annum, of which the Company has collected US$12,400,000 to-date. The RA includes customary covenants and conditions in favour of Denison, including certain restrictions on UI’s ability to take on additional debt, in consideration for Denison’s deferral of enforcement of an arbitration award while UI is in compliance with its obligations under the RA.

During the three and six months ended June 30, 2025, the Company received US$300,000 and US$600,000, respectively from UI (June 30, 2024 – US$nil and US$300,000), of which a portion relates to reimbursement of legal and other expenses incurred by Denison. During the three and six months ended June 30, 2025, as a result of the payments received, the Company recorded gains related to the Mongolia sale receivable of $415,000 and $846,000, respectively (June 30, 2024 – $nil and $396,000). This receivable is recorded at fair value at each period end (June 30, 2025 and December 31, 2024 – $nil).

MANAGEMENT’S DISCUSSION & ANALYSIS

Foreign exchange losses/gains

During the three and six months ended June 30, 2025, the Company recognized a foreign exchange loss of $1,110,000 and $1,127,000, respectively (June 30, 2024 – gain of $477,000 and $1,111,00). The foreign exchange loss is predominantly due to the impact of the changes in the US dollar to Canadian dollar exchange rate during the quarter on US dollar cash balances.

EQUITY SHARE OF LOSS FROM INVESTMENT IN ASSOCIATES

During the three and six months ended June 30, 2025, the Company recorded its equity share of loss from investments in associates (Foremost and Cosa) of $1,359,000 and $1,499,000 (June 30, 2024 – $nil). The Company records its share of the change in the net assets of Foremost and Cosa one quarter in arrears, based on the most available public financial information, adjusted for any subsequent material accounting differences between Foremost, Cosa and the Company.

EQUITY SHARE OF LOSS FROM JOINT VENTURES

During the three and six months ended June 30, 2025, the Company recorded its equity share of loss from JCU of $426,000 and $937,000, respectively (June 30, 2024 – loss of $547,000 and $1,128,000). The Company records its share of income or loss from JCU one month in arrears, based on the most recent available financial information, adjusted for any subsequent material transactions that have occurred.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $54,533,000 at June 30, 2025 (December 31, 2024 – $108,518,000).

The decrease in cash and cash equivalents of $53,985,000 was due to net cash used in operations of $39,844,000, cash used in investing activities of $12,472,000 and net cash used in financing activities of $329,000, as well as a foreign exchange effect on cash and cash equivalents of $1,340,000.

Net cash used in operating activities of $39,844,000 was primarily due to the net loss for the period adjusted for non-cash items, including fair value adjustments.

Net cash used in investing activities of $12,472,000 was primarily due to an increase in property, plant & equipment relating to milestone payments for long lead items for the Wheeler River project, an increase in restricted cash due to the Company’s funding the Elliot Lake reclamation trust fund, and the purchase of investments in associates related to Cosa.

Net cash used in financing activities of $329,000 includes payments for debt obligations and transaction costs from the issuance of flow-through shares at the end of 2024, offset by proceeds received from the exercise of 125,001 shares upon the exercise of employee stock options.

Use of Proceeds

October 2023 Financing

As disclosed in the Company’s prospectus supplement to the 2021 Base Shelf Prospectus dated October 11, 2023 (‘October 2023 Prospectus Supplement’), the net proceeds of the October 2023 equity financing are expected to be utilized to fund the advancement of the Phoenix project through the procurement of long lead items (including associated engineering, testing, and design), exploration and evaluation expenses, as well as general, corporate and administrative expenses. During the period from the closing of the financing in October 2023 to June 30, 2025, the Company’s use of proceeds from this offering was in line with that disclosed in the October 2023 Prospectus Supplement.

2024 Flow Through Financing

As at June 30, 2025, the Company estimates it has spent approximately $9,746,000 of its obligation to spend $14,100,000 on eligible Canadian exploration expenditures related to the 2024 flow through financing. The remaining balance of $4,354,000 is expected to be spent by December 31, 2025.

MANAGEMENT’S DISCUSSION & ANALYSIS

Revolving Term Credit Facility

On December 18, 2024, the Company entered into an agreement with the Bank of Nova Scotia (‘BNS’) to extend the maturity date of the Company’s credit facility to January 31, 2026 (the ‘Credit Facility’). Under the Credit Facility, the Company has access to letters of credit of up to $23,964,000, which is fully utilized for non-financial letters of credit in support of reclamation obligations. All other terms of the Credit Facility (tangible net worth covenant, pledged cash, investments amount and security for the facility) remain unchanged by the amendment – including a requirement to provide $7,972,000 in cash collateral on deposit with BNS to maintain the current letters of credit issued under the Credit Facility.

TRANSACTIONS WITH RELATED PARTIES

Korea Electric Power Corporation (‘KEPCO’)

Denison and KHNP Canada Energy Ltd. (‘KHNP Canada’), which is an indirect subsidiary of KEPCO) are parties to a Strategic Relationship Agreement, which provides for a long-term collaborative business relationship between the parties and includes a right of KHNP Canada to nominate one representative to Denison’s Board of Directors provided that its shareholding percentage is at least 5%.

KHNP Canada is also the majority member of the Korea Waterbury Uranium Limited Partnership (‘KWULP’). KWULP is a consortium of investors that holds the non-Denison owned interests in Waterbury Lake Uranium Corporation and Waterbury Lake Uranium Limited Partnership, entities whose key asset is Waterbury.

COMPENSATION OF KEY MANAGEMENT PERSONNEL

Key management personnel are those 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 June 30				Six Months Ended June 30
(in thousands)		2025		2024		2025		2024

Salaries and short-term employee benefits	$	(883)	$	(913)	$	(3,820)	$	(2,608)
Share-based compensation		(668)		(900)		(1,612)		(1,653)
	$	(1,551)	$	(1,813)	$	(5,432)	$	(4,261)

The increase in key management compensation in the six months ended June 30, 2025, as compared to the prior period, is predominantly driven by an increase in the annual bonuses for key management personnel. Early in 2024, the size of the key management group increased from five to nine, and the current six-month period is the first time annual bonuses were declared for this expanded group.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

OUTSTANDING SHARE DATA

Common Shares

At August 7, 2025, there were 896,552,876 common shares issued and outstanding and a total of 911,613,461 common shares on a fully-diluted basis.

Stock Options and Share Units

At August 7, 2025, there were 6,951,499 stock options, and 8,109,086 share units outstanding.

MANAGEMENT’S DISCUSSION & ANALYSIS

DISCONTINUED OPERATIONS

Closed Mine Services

At the end of August 2023, the Company’s long-term third-party closed mines services contract came to an end. With the termination of this contract, the Company determined that it would cease providing third-party care and maintenance services and will no longer earn revenue from Closed Mines services. The Company is now solely focused on care and maintenance of its own legacy mine sites.

OUTLOOK FOR 2025

Refer to the Company’s annual MD&A for the year ended December 31, 2024 and the MD&A for the three months ended March 31, 2025 for a detailed discussion of the previously disclosed 2025 budget and outlook.

During the second quarter of 2025, the Company increased its outlook for ‘Evaluation – Phoenix’ expenditures by $463,000 due to higher than budgeted legal fees related to agreement negotiations as well as an increase in engineering and construction management costs, partly offset by a decrease in pre-construction EA commitment field program costs and a decrease in employee costs due to a change in the estimated hiring dates for new positions. The outlook for ‘Evaluation – Other’ expenditures has been decreased by $4,715,000 due to the deferral of certain proposed evaluation activities at Waterbury and Gryphon. Finally, the Company has also increased its outlook for ‘Capital Additions from Phoenix Long Lead Procurement’ by $1,012,000 due to changes in estimated milestone payments on long lead items.

(in thousands)	PREVIOUS 2025 OUTLOOK(2)	CURRENT 2025 OUTLOOK(2)	Actual to June 30, 2025(3)
Mining Segment
Development & Operations	(17,493)	(17,493)	(6,841)
Exploration	(18,082)	(18,082)	(10,486)
Evaluation - Phoenix	(38,802)	(39,265)	(15,317)
Evaluation - Other	(16,956)	(12,241)	(5,061)
Capital Additions from Phoenix Long Lead Procurement	(76,613)	(77,625)	(7,126)
JCU Cash Contributions	-	-	-
	(167,946)	(164,706)	(44,831)
Corporate and Other Segment
Corporate Administration & Other	(6,674)	(6,674)	(4,937)
	(6,674)	(6,674)	(4,937)
Total(1)	$ (174,620)	$ (171,380)	$ (49,768)

Notes:

Only material operations shown.

As discussed in Wheeler River Uranium Project above, the outlook reflects Denison funding 100% of expenditures for the WRJV.

The outlook is prepared on a cash basis. As a result, actual amounts represent a non-GAAP measure. Compared to segment loss as presented in the Company’s unaudited interim consolidated financial statements for the three and six months ended June 30, 2025, actual amounts reported above includes capital additions of $10,453,000, repayments from UI of $846,000, and excludes $157,000 net impact of non-cash items and other adjustments.

ADDITIONAL INFORMATION

CONTROLS AND PROCEDURES

Management is responsible for the design, implementation and operating effectiveness of internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, management evaluated the design and effectiveness of the Company’s internal control over financial reporting as of June 30, 2025. In making the assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on a review of internal control procedures at the end of the period covered by this MD&A, management determined internal control over financial reporting was appropriately designed as at June 30, 2025.

MANAGEMENT’S DISCUSSION & ANALYSIS

Management is also responsible for the design and effectiveness of disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer have each evaluated the effectiveness of the Company’s disclosure controls and procedures as at June 30, 2025 and have concluded that these disclosure controls and procedures were appropriately designed and operating effectively as at June 30, 2025.

QUALIFIED PERSON

Chad Sorba, P.Geo., Denison’s Vice President Technical Services & Project Evaluation, who is a ‘Qualified Person’ within the meaning of this term in NI 43-101, has prepared and/or reviewed and confirmed the scientific and technical disclosure.

For more information regarding Denison’s material project, the Wheeler River project, you are encouraged to refer to the ‘Technical Report for the Wheeler River project titled ‘NI 43-101 Technical Report on the Wheeler River Project, Athabasca Basin, Saskatchewan, Canada’ with an effective date of June 23, 2023. The technical report is available on the Company’s website and under the Company’s profile on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov/edgar.shtml). For information regarding Denison’s other project interests, more information is available on the Company’s website.

ASSAY PROCEDURES AND DATA VERIFICATION

The Company reports preliminary radiometric equivalent grades, derived from a calibrated down-hole total gamma probe, during or upon completion of its exploration programs and subsequently reports definitive U3O8 assay grades following sampling and chemical analysis of the mineralized drill core. Uranium assays are performed on split core samples by the Saskatchewan Research Council Geoanalytical Laboratories using an ISO/IEC 17025:2005 accredited method for the determination of U3O8 weight %. Sample preparation involves crushing and pulverizing core samples to 90% passing -106 microns. The resultant pulp is digested using aqua-regia and the solution analyzed for U3O8 weight % using ICP-OES. Geochemical results from composite core samples are reported as parts per million (‘ppm’) obtained from a partial HNO3:HCl digest with an ICP-MS finish. Boron values are obtained through NaO2/NaCO3 fusion followed by an ICP-OES finish. All data are subject to verification procedures by qualified persons employed by Denison prior to disclosure. For further details on Denison’s sampling, analysis, quality assurance program and quality control measures and data verification procedures, please see Denison's Annual Information Form dated March 28, 2025, available on the Company’s website and filed under the Company's profile on SEDAR+ (www.sedarplus.ca) and in its Form 40-F available on EDGAR (www.sec.gov/edgar).

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this MD&A constitutes ‘forward-looking information’, within the meaning of the applicable United States and Canadian legislation concerning the business, operations, and financial performance and condition of Denison. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as ‘plans’, ‘expects’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or the negatives and/or variations of such words and phrases, or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘occur’, ‘be achieved’ or ‘has the potential to’.

In particular, this MD&A contains forward-looking information pertaining to the following: the results of, and estimates and assumptions within, the Phoenix FS and the Gryphon PFS Update, including the estimates of Denison's mineral reserves and mineral resources, and statements regarding anticipated budgets, fees, expenditures and timelines; Denison’s outlook, plans and objectives for 2025 and beyond; exploration, development and expansion programs, plans and objectives, including detailed design engineering, long lead procurement, field program optimization studies, and other project planning programs; statements regarding Denison’s EA and EIS status, plans and objectives and expectations with respect to Denison’s required licensing and permitting; expectations regarding Denison’s community engagement activities and related agreements with interested parties; expectations regarding uranium mining on the McClean Lake property, including anticipated timing and budgets; results of, and estimates and assumptions within, the Midwest PEA, the interpretations thereof and expectations therefor therefore; expectations regarding the toll milling of Cigar Lake ores, including projected annual production volumes; Denison’s land position; expectations regarding Denison’s joint venture ownership interests and the continuity of its agreements with its partners; expectations regarding agreements with third parties, including Foremost, Grounded Lithium, Cosa, and F3; Denison’s expectations with respect the exploration and evaluation of the KLP; Denison’s plans with respect to its physical uranium holdings; and the annual operating budget and capital expenditure programs, estimated exploration and development expenditures and reclamation costs and Denison's share of same. Statements relating to ‘mineral reserves’ or ‘mineral resources’ are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future.

MANAGEMENT’S DISCUSSION & ANALYSIS

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. For example, the results of the Denison’s studies, including the Phoenix FS, and field work, may not be maintained after further testing or be representative of actual mining plans for the Phoenix deposit after further design and studies are completed. In addition, Denison may decide or otherwise be required to discontinue testing, evaluation and development work at Wheeler River or other projects, or its exploration plans if it is unable to maintain or otherwise secure the necessary resources (such as testing facilities, capital funding, regulatory approvals, etc.) or operations are otherwise affected by regulatory or public health restrictions or requirements.

Denison believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be accurate, and results may differ materially from those anticipated in this forward-looking information. For a discussion in respect of risks and other factors that could influence forward-looking events, please refer to the factors discussed under the heading ‘Risk Factors’ in Denison’s Annual Information Form available on SEDAR+ and EDGAR. These factors are not, and should not be construed as being, exhaustive.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Any forward-looking information and the assumptions made with respect thereto speaks only as of the date of this MD&A. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Denison's expectations except as otherwise required by applicable legislation.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Mineral Resources and Proven and Probable Mineral Reserves: As a foreign private issuer reporting under the multijurisdictional disclosure system adopted by the United States, the Company has prepared this MD&A in accordance with Canadian securities laws and standards for reporting of mineral resource estimates, which differ in some respects from United States standards. In particular, and without limiting the generality of the foregoing, the terms “measured mineral resources,” “indicated mineral resources,” “inferred mineral resources,” and “mineral resources” used or referenced in this MD&A are Canadian mineral disclosure terms as defined in accordance with NI 43-101 under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the ‘CIM Standards’). The Securities and Exchange Commission (the “SEC”) recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” and its definitions of “proven mineral reserves” and “probable mineral reserves” are “substantially similar” to the corresponding definitions under the CIM Standards. However, investors are cautioned that there are differences between the definitions under the United States Securities Exchange Act of 1934, as amended (the ‘U.S. Exchange Act’) and the CIM Standards definition. Accordingly, there is no assurance any mineral reserves or mineral resources that Denison may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had Denison prepared the mineral reserve or mineral resource estimates under the standards adopted under the U.S. Exchange Act. For the above reasons, information contained in the MD&A may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. Additionally, investors are cautioned that “inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies, except in limited circumstances. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. The term “resource” does not equate to the term “reserves”. Investors should not assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. Investors are also cautioned not to assume that all or any part of an inferred mineral resource exists or is economically mineable.

EX-99.3 4 interimcertceo.htm FORM 51-102F2 CERTIFICATION OF INTERIM FILINGS - CEO Blueprint

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, David Cates, President and Chief Executive Officer of Denison Mines Corp., certify the following:

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 June 30, 2025.

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.

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.

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.

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.

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 April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 7, 2025

(signed) "David Cates"

Name:

David Cates

Title:

President and Chief Executive Officer

EX-99.4 5 interimcertcfo.htm FORM 51-102F2 CERTIFICATION OF INTERIM FILINGS - CFO Blueprint

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Elizabeth Sidle, Vice President Finance and Chief Financial Officer of Denison Mines Corp., certify the following:

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 June 30, 2025.

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)

(b)

5.1

5.2

ICFR: Not applicable.

5.3

Limitation on scope of design: Not applicable.

Date: August 7, 2025

(signed) "Elizabeth Sidle"

Name:

Elizabeth Sidle

Title:

Vice President Finance and Chief Financial Officer

EX-99.5 6 a2025-06dmcq2pressrelease.htm PRESS RELEASE DATED AUGUST 7, 2025 a2025-06dmcq2pressrelease

Exhibit 99.5

Denison Mines Corp.

1100 – 40 University Ave

Toronto, ON M5J 1T1

www.denisonmines.com

PRESS RELEASE

Denison Reports Financial and Operational Results for Q2 2025,

Highlighted by Return to Uranium Production at McClean Lake and Provincial Approval of Wheeler River Environmental Assessment

Toronto, ON – August 7, 2025. Denison Mines Corp. (‘Denison’ or the ‘Company’) (TSX: DML, NYSE American: DNN) today filed its Condensed Consolidated Financial Statements and Management’s Discussion & Analysis (‘MD&A’) for the three and six months ended June 30, 2025. Both documents will be available on the Company’s website (at www.denisonmines.com), SEDAR+ (at www.sedarplus.ca) and EDGAR (at www.sec.gov). The highlights provided below are derived from these documents and should be read in conjunction with them. All amounts in this release are in Canadian dollars unless otherwise stated.

David Cates, President and CEO of Denison commented, “This summer has been highly productive for Denison. We’ve achieved key milestones at McClean Lake and Wheeler River and delivered results on multiple projects that showcase the potential to add value within our portfolio of leading Athabasca Basin development projects.

We marked our return to uranium production and inaugurated a new source of Canadian uranium, with the newly commissioned McClean North SABRE mine commencing mining operations in June and the McClean Lake mill processing the first recovered ore and packaging finished yellowcake product in July. We look forward to further reporting on the results from the McClean Lake Joint Venture in the coming quarters and marketing our share of production.

At our flagship Wheeler River project, the Province of Saskatchewan issued a Ministerial Approval for the Environmental Assessment (‘EA’), which approval represents one of the final regulatory milestones necessary for Denison to commence construction of the planned Phoenix In-Situ Recovery (‘ISR’) mine. The Canadian Nuclear Safety Commission (‘CNSC’) has already scheduled public hearings for Wheeler River this fall, where we will seek to obtain approval of the Federal EA and the Federal License to Prepare the Site & Construct. After several years of permitting efforts, we are now truly in the final months of the process. Similarly, our engineering design efforts are nearing completion, with 80% total engineering completed, including several scopes planned for the first year of construction approaching 100% total engineering.

We also reported positive exploration results at Wheeler River’s Gryphon deposit, where we carried out the first follow-up drill program since 2018. While the focus of the program was on mineral resource delineation, we also tested a handful of resource expansion targets and are very pleased that drilling has identified additional high-grade mineralization beyond the defined extent of the D-series of lenses.

Lastly, in recent days we reported the results of a Preliminary Economic Assessment (‘PEA’) for the use of ISR mining at the Midwest Joint Venture’s Midwest Main deposit. The PEA incorporates results from multiple successful field test programs and outlines the potential for the project to have an all-in cost of production amongst the lowest cost uranium mines in the world, generating an impressive internal rate of return over 80% and an NPV attributable to Denison’s ownership interest of over $240 million.”

Highlights

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Announced First Production at McClean Lake North using SABRE Mining

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Obtained Provincial Approval of Environmental Assessment for Wheeler River

In July 2025, Denison received Ministerial approval under The Environmental Assessment Act of Saskatchewan to proceed with the development of the Wheeler River Uranium Project, as outlined in the final provincial Environmental Assessment submitted for final approval in late 2024. The provincial EA is substantially similar to the Federal EA, which was accepted as final by the Canadian Nuclear Safety Commission in December 2024. Approval of the provincial EA represents one of the final regulatory milestones necessary for Denison to commence construction of the planned Phoenix In-Situ Recovery (‘ISR’) mine.

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Achieved Approximately 80% Completion of Total Engineering for Phoenix

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Discovery of Additional High-Grade Mineralization at Wheeler River Gryphon Deposit

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Midwest Preliminary Economic Assessment Showcases Robust Results from ISR Mining

The PEA outlines total ISR mine production from the Midwest Main deposit (100% basis) of 37.4 million pounds U3O8 over an approximately 6-year mine life with processing at the nearby McClean Lake mill, resulting in annual average production of nearly 6.1 million pounds U3O8, an after-tax base-case NPV of $965 million, and after-tax base-case IRR of 82.7%. Initial capital costs are estimated at $254 million, with average life of mine cash operating costs estimated to be USD$11.69/lb. U3O8 and all-in costs (including initial capital, sustaining capital, operating and decommissioning costs) estimated to be USD$25.78/lb. U3O8. See the press release dated August 6, 2025 for further details.

Midwest is a joint venture owned by Denison (25.17%) and Orano Canada Inc. (‘Orano Canada’) (74.83%), and is located approximately 25 kilometers, by existing roads, from the Denison (22.5%) and Orano Canada (77.5%) owned McClean Lake uranium mill.

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Discovery of Additional High-Grade Mineralization at McClean South

Several significant new intercepts of shallow high-grade uranium mineralization were discovered at the McClean South zone (‘McClean South’), on the Company’s 22.5%-owned McClean Lake project (‘McClean Lake’) in northern Saskatchewan, during a 6,400-metre exploration drilling program completed during the first half of 2025. Orano Canada (MLJV operator), reported uranium mineralization measuring greater than 0.05% eU (0.06% eU3O8) was intersected in 14 of 24 drill holes completed during the program. The results are interpreted to have successfully confirmed the continuity of mineralization and expanded the footprint of the 8W and 8C pods. McClean South is located approximately 600 metres south of the McClean North deposit.

About Denison

Denison is a leading uranium mining, development, and exploration company with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada. Denison has an effective 95% interest in its flagship Wheeler River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich eastern portion of the Athabasca Basin region of northern Saskatchewan. In mid-2023, the Phoenix feasibility study was completed for the Phoenix deposit as an ISR mining operation, and an update to the previously prepared 2018 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 are nearing completion with approval of the project’s EA received from the Province of Saskatchewan and CNSC hearing dates set in the fall of 2025 for Federal approval of the EA and project construction license.

Denison's interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake Joint Venture ('MLJV'), which includes unmined uranium deposits (planned for extraction via the MLJV's SABRE mining method starting in 2025) and the McClean Lake uranium mill (currently utilizing a portion of its licensed capacity to process the ore from the Cigar Lake mine under a toll milling agreement), plus a 25.17% interest in the Midwest Joint Venture Midwest Main and Midwest A deposits, and a 70.55% interest in the Tthe Heldeth Túé (‘THT’) 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. Taken together, Denison has direct ownership interests in properties covering ~384,000 hectares in the Athabasca Basin region.

Additionally, through its 50% ownership of JCU (Canada) Exploration Company, Limited ('JCU'), Denison holds 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%).

Technical Disclosure and Qualified Person

The technical information contained in this press release has been reviewed and approved by Chad Sorba, P.Geo., Denison’s Vice President Technical Services & Project Evaluation, who is a Qualified Persons in accordance with the requirements of NI 43-101.

For more information, please contact

David Cates (416) 979-1991 ext. 362

President and Chief Executive Officer

Geoff Smith (416) 979-1991 ext. 358

Vice President Corporate Development & Commercial

Follow Denison on Twitter @DenisonMinesCo

Non-GAAP Financial Measures

This news 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 operating costs and sustaining costs, are included because it 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 applicable United States and Canadian legislation concerning the business, operations and financial performance and condition of Denison. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as ‘plans’, ‘expects’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or the negatives and/or variations of such words and phrases, or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘occur’, ‘be achieved’ or ‘has the potential to’.

In particular, this press release contains forward-looking information pertaining to the following: projections with respect to exploration, development and expansion plans and objectives, including the scope, objectives and interpretations of the Phoenix feasibility study, Gryphon pre-feasibility study, and the Wheeler River engineering and technical de-risking process for the proposed ISR operation for the Phoenix deposit; expectations with respect to the EA and Licensing and permitting for proposed operations at Wheeler River, including the CNSC public hearings; expectations with respect to mine development and operations on the Wheeler River property, including discussions of an FID and timing for construction and achievement of first production; expectations regarding the restart of mining operations at, and production from, McClean Lake; projections and expectations with respect to the Company’s other projects, including those assumed and interpreted for the Midwest PEA; expectations regarding the performance of the uranium market and global sentiment regarding nuclear energy; and expectations regarding Denison’s joint venture ownership interests. Statements relating to ‘mineral reserves’ or ‘mineral resources’ are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. For example, the results and underlying assumptions and interpretations of its technical studies may not be maintained after further testing or be representative of actual conditions within the applicable deposits. In addition, Denison may decide or otherwise be required to discontinue testing, evaluation, engineering, and development work if it is unable to maintain or otherwise secure the necessary approvals or resources (such as testing facilities, capital funding, etc.). Denison believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be accurate and results may differ materially from those anticipated in this forward-looking information. For a discussion in respect of risks and other factors that could influence forward-looking events, please refer to the Annual Information Form dated March 25, 2025 under the heading ‘Risk Factors’. 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 Denison's expectations except as otherwise required by applicable legislation.

Cautionary Note to United States Investors Concerning Estimates of Mineral Resources and Mineral Reserves:

This news release may use the terms ‘measured’, ‘indicated’ and ‘inferred’ mineral resources. United States investors are advised that such terms have been prepared in accordance with the definition standards on mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101 and are recognized and required by Canadian regulations. ‘Inferred mineral resources’ have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. 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 an inferred mineral resource exists and/or will ever be upgraded to a higher category, nor assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves.

Effective February 2019, the United States Securities and Exchange Commission (‘SEC’) adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act and as a result, the SEC now recognizes estimates of ‘measured mineral resources’, ‘indicated mineral resources’ and ‘inferred mineral resources’. In addition, the SEC has amended its definitions of ‘proven mineral reserves’ and ‘probable mineral reserves’ to be ‘substantially similar’ to the corresponding definitions under the CIM Standards, as required under NI 43-101. However, information regarding mineral resources or mineral reserves in Denison's disclosure may not be comparable to similar information made public by United States companies.