6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2021

Commission File Number 001-38072

___________________

NexGen Energy Ltd.

(Translation of registrant's name into English)

Suite 3150, 1021 - West Hastings Street
Vancouver, B.C., Canada V6E 0C3

(Address of principal executive offices)

___________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F ☐ Form 40-F ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) £

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this Report on Form 6-K are hereby incorporated by reference as Exhibits to the Registration Statement on Form F-10 of NexGen Energy Ltd. (File No. 333-253512).

EXHIBIT INDEX

 

Exhibit	Description
99.1	Unaudited Condensed Consolidated Interim Financial Statements for Periods Ending June 30, 2021 and 2020
99.2	Management’s Discussion and Analysis for the For the Three and Six Months Ended June 30, 2021
99.3	Form 52-109F2 Certification of Interim Filings - Chief Executive Officer
99.4	Form 52-109F2 Certification of Interim Filings - Chief Financial Officer

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, on August 11, 2021.

NEXGEN ENERGY LTD.
By:	/s/ Harpreet Dhaliwal
Name:	Harpreet Dhaliwal
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021

(expressed in thousands of Canadian dollars) - unaudited

NexGen Energy Ltd.

Condensed Interim Consolidated Statements of Financial Position

(expressed in thousands of Canadian dollars) - Unaudited

	As at June 30, 2021			As at December 31, 2020
Assets
Current assets
Cash	$	234,192		$	74,022
Marketable securities (Note 5)		3,001			—
Amounts receivable		370			304
Prepaid expenses and other assets		1,538			680
		239,101			75,006
Non-current assets
Exploration and evaluation assets (Note 6)		288,486			274,722
Property and equipment (Note 7)		7,197			7,579
Deposits		85			85
Total assets	$	534,869		$	357,392
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	5,019		$	6,544
Lease liabilities (Note 9)		768			778
		5,787			7,322
Non-current liabilities
Convertible debentures (Note 8)		61,766			226,853
Long-term lease liabilities (Note 9)		2,880			3,253
Deferred income tax liabilities		1,033			712
Total liabilities	$	71,466		$	238,140
Equity
Share capital (Note 10)	$	681,575		$	255,953
Reserves		57,252			54,939
Accumulated other comprehensive loss		(117	)		(4,339	)
Accumulated deficit		(300,288	)		(212,302	)
Equity attributable to NexGen Energy Ltd. shareholders		438,422			94,251
Non-controlling interests		24,981			25,001
Total equity		463,403			119,252
Total liabilities and equity	$	534,869		$	357,392

Nature of operations (Note 2)

Commitments (Note 14)

Subsequent events (Note 16)

The accompanying notes are an integral part of these consolidated financial statements.

1 

NexGen Energy Ltd.

Condensed Interim Consolidated Statements of Net Loss and Comprehensive Loss

(expressed in thousands of Canadian dollars, except per share and share information)

	Three months ended June 30,						Six months ended June 30,
	2021			2020			2021			2020
Expenses
Salaries, benefits and directors’ fees	$	2,026		$	959		$	4,477		$	1,970
Office, administrative, and travel		651			335			1,653			1,099
Professional fees		483			1,804			1,312			2,422
Depreciation (Note 7)		540			552			1,084			1,088
Share-based payments (Note 10)		11,381			2,701			13,578			4,379
		15,081			6,351			22,104			10,958
Finance income		(280	)		(55	)		(405	)		(240	)
Mark-to-market loss on convertible debentures (Note 8)		5,913			4,240			64,922			11,329
Interest expense on convertible debentures (Note 8)		492			3,146			2,720			6,172
Interest on lease liabilities (Note 9)		70			56			142			101
Gain on sale of assets (Note 5)		(2,236	)		—			(2,236	)		—
Foreign exchange loss (gain)		251			948			429			(793	)
Other income		(18	)		(13	)		(18	)		(21	)
Loss before taxes		19,273			14,673			87,658			27,506
Deferred income tax expense		526			3,799			257			1,352
Net loss		19,799			18,472			87,915			28,858
Items that may not be reclassified subsequently to profit or loss:
Change in fair value of convertible debenture attributable to the change in credit risk (Note 8)		(3	)		14,402			292			4,232
Change in fair value of marketable securities (Note 5)		(933	)		—			(933	)		—
Deferred income tax expense (recovery)		114			(3,888	)		64			(1,143	)
Net comprehensive loss	$	18,977		$	28,986		$	87,338		$	31,947
Net loss attributable to:
Shareholders of NexGen Energy Ltd.	$	18,894		$	18,246		$	84,983		$	28,183
Non-controlling interests		905			226			2,932			675
	$	19,799		$	18,472		$	87,915		$	28,858
Net comprehensive loss attributable to:
Shareholders of NexGen Energy Ltd.	$	18,496		$	28,759		$	84,776		$	31,272
Non-controlling interests		481			227			2,562			675
	$	18,977		$	28,986		$	87,338		$	31,947
Loss per share attributable to NexGen Energy Ltd. equity holders
Basic and diluted loss per share	$	0.04		$	0.05		$	0.19		$	0.08
Weighted average common shares outstanding
Basic and Diluted		471,861,473			366,251,490			441,615,578			363,251,031

The accompanying notes are an integral part of these consolidated financial statements.

2 

NexGen Energy Ltd.

Condensed Interim Consolidated Statements of Cash Flows

(expressed in thousands of Canadian dollars) - Unaudited

	Three months ended June 30,						Six months ended June 30,
	2021			2020			2021			2020
Net loss for the period:	$	(19,799	)	$	(18,472	)	$	(87,915	)	$	(28,858	)
Adjust for:
Depreciation (Note 7)		540			552			1,084			1,088
Share-based payments (Note 10)		11,381			2,701			13,578			4,379
Mark-to-market loss on convertible debenture (Note 8)		5,913			4,240			64,922			11,329
Interest expense on convertible debentures (Note 8)		492			3,146			2,720			6,172
Non-cash costs of Debenture Issuance		—			185			—			185
Interest on lease liabilities (Note 9)		70			56			142			101
Deferred income tax expense		526			3,799			257			1,352
Unrealized foreign exchange loss (gain)		251			1,077			429			(829	)
Gain on sale of assets (Note 5)		(2,236	)		(4	)		(2,236	)		(4	)
Operating cash flows before working capital		(2,862	)		(2,720	)		(7,019	)		(5,085	)
Changes in working capital items:
Amounts receivable		(18	)		113			30			231
Deposits		—			10			—			10
Prepaid expenses and other		(1,213	)		25			(858	)		135
Accounts payable and accrued liabilities		(186	)		246			393			171
Cash used in operating activities	$	(4,279	)	$	(2,326	)	$	(7,454	)	$	(4,538	)
Expenditures on exploration and evaluation assets		(4,954	)		(3,318	)		(12,986	)		(10,884	)
Proceeds on sale of assets (Note 5)		96			—			96			—
Acquisition of equipment		(259	)		(18	)		(483	)		(117	)
Cash used in investing activities	$	(5,117	)	$	(3,336	)	$	(13,373	)	$	(11,001	)
Proceeds from bought-deal financing, net of share issuance costs		(446	)		—			163,477			—
Proceeds from common share issuance on ASX, net of share issuance costs		1,501			—			1,501			—
Shares issued for cash from private placements, net of share issuance costs		—			20,264			—			20,264
Shares issued in connection with issuance convertible debentures		—			797			—			797
Issuance of convertible debentures		—			20,262			—			20,262
Proceeds from exercise of options and warrants		16,942			1,561			19,231			1,563
Payment of lease liabilities (Note 9)		(264	)		(220	)		(525	)		(426	)
Interest paid on convertible debentures		(692	)		(4,066	)		(2,258	)		(4,066	)
Cash provided by financing activities	$	17,041		$	38,598		$	181,426		$	38,394
Foreign exchange gain (loss) on cash		(251	)		(1,076	)		(429	)		829
Increase in cash	$	7,394		$	31,860		$	160,170		$	23,684
Cash, beginning of period		226,798			43,942			74,022			52,118
Increase in cash		7,394			31,860			160,170			23,684
Cash, end of period	$	234,192		$	75,802		$	234,192		$	75,802

Supplemental cash flow information (Note 11)

The accompanying notes are an integral part of these consolidated financial statements

3 

NexGen Energy Ltd.

Condensed Interim Consolidated Statements of Changes in Equity

(expressed in thousands of Canadian dollars, except share information) - Unaudited

	Share Capital
	Common Shares
	Number		Amount			Reserves			Accumulated Other Comprehensive Loss			Accumulated Deficit			Attributable to shareholder’s of NexGen Energy Ltd.			Non-controlling interests			Total
Balance at December 31, 2019		360,250,571	$	218,788		$	51,559		$	(2,247	)	$	(103,401	)	$	164,699		$	21,650		$	186,349
Exercise of warrants of subsidiary to non-controlling interests		—		—			—			—			(9	)		(9	)		30			21
Exercise of options		2,983,333		2,594			(1,052	)		—			—			1,542			—			1,542
Share-based payments		—		—			4,906			—			—			4,906			—			4,906
Issue of shares on convertible debenture interest payments		1,092,142		2,152			—			—			—			2,152			—			2,152
Issue of shares for cash from private placement		11,611,667		20,889			—			—			—			20,889			—			20,889
Issue of shares on convertible debenture establishment fee		348,350		627			—			—			—			627			—			627
Issue of shares on convertible debenture financing consent fee		180,270		355			—			—			—			355			—			355
Share issuance costs		—		(625	)		—			—			—			(625	)		—			(625	)
Loss for the period		—		—			—			—			(28,183	)		(28,183	)		(675	)		(28,858	)
Other comprehensive loss		—		—			—			(3,090	)		—			(3,090	)		—			(3,090	)
Balance at June 30, 2020		376,466,333	$	244,780		$	55,413		$	(5,337	)	$	(131,593	)	$	163,263		$	21,005		$	184,268
Balance at December 31, 2020		381,830,205	$	255,953		$	54,939		$	(4,339	)	$	(212,302	)	$	94,251		$	25,001		$	119,252
Share-based payments (Note 10)		—		—			14,243			—			—			14,243			1,588			15,831
Shares issued on exercise of stock options		6,450,001		28,961			(11,604	)		—			—			17,357			—			17,357
Shares issued on convertible debentures redemption (Note 8)		48,083,335		230,301			—			—			—			230,301			—			230,301
Shares issued for convertible debentures interest payments (Note 8)		217,874		1,087			—			—			—			1,087			—			1,087
Shares issued on bought-deal financing, net of share issue costs (Note 10)		38,410,000		163,181			—			—			—			163,181			—			163,181
Shares issued on ASX, net of share issue costs (Note 10)		400,000		1,192			—			—			—			1,192			—			1,192
Shares issued relating to the Rook 1 property development (Note 10)		200,000		900			(326	)		—			—			574			—			574
Ownership changes relating to non-controlling interests		—		—			—			—			1,012			1,012			954			1,966
Net loss		—		—			—			—			(84,983	)		(84,983	)		(2,932	)		(87,915	)
Reclass accumulated other comprehensive income related to converted debentures (Note 8)		—		—			—			4,015			(4,015	)		—			—			—
Other comprehensive income		—		—			—			207			—			207			370			577
Balance at June 30, 2021		475,591,415	$	681,575		$	57,252		$	(117	)	$	(300,288	)	$	438,422		$	24,981		$	463,403

The accompanying notes are an integral part of these consolidated financial statements

4 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

1.       Reporting Entity

NexGen Energy Ltd. (“NexGen” or the “Company”) is an exploration and development stage entity engaged in the acquisition, exploration and evaluation and development of uranium properties in Canada. The Company was incorporated pursuant to the provisions of the British Columbia Business Corporations Act on March 8, 2011. The Company’s registered records office is located on the 25th Floor, 700 West Georgia Street, Vancouver, B.C., V7Y 1B3.

The Company is listed on the Toronto Stock Exchange (the “TSX”) and NYSE American exchange (the “NYSE American”) under the symbol “NXE” and is a reporting issuer in each of the provinces of Canada other than Québec. On July 2, 2021, the Company commenced trading on the Australian Stock Exchange (the “ASX”) under the symbol “NXG”.

In February 2016, the Company incorporated four wholly owned subsidiaries: NXE Energy Royalty Ltd., NXE Energy SW1 Ltd., NXE Energy SW3 Ltd., and IsoEnergy Ltd. (collectively, the “Subsidiaries”). The Subsidiaries were incorporated to hold certain exploration assets of the Company. In the three months ended June 30, 2016, certain exploration and evaluation assets were transferred to each of IsoEnergy Ltd. (“IsoEnergy”), NXE Energy SW1 Ltd. and NXE Energy SW3 Ltd. Subsequent to the transfer, IsoEnergy shares were listed on the TSX-V. As of June 30, 2021, NexGen owns 50.4% of IsoEnergy’s outstanding common shares (December 31, 2020 - 51.08%).

2.       Nature of operations

As an exploration and development stage company, the Company does not have revenues and historically has recurring operating losses. As at June 30, 2021, the Company had an accumulated deficit of $300,288 and working capital of $233,314. The Company will be required to obtain additional funding in order to continue with the exploration and development of its mineral properties.

The business of exploring for minerals and development of projects involves a high degree of risk. NexGen is an exploration and development company and is subject to risks and challenges similar to companies in a comparable stage. These risks include, but are not limited to, the challenges of securing adequate capital; development and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary environmental permits or, alternatively NexGen's ability to dispose of its exploration and evaluation assets on an advantageous basis; as well as global economic and uranium price volatility; all of which are uncertain.

The underlying value of the exploration and evaluation assets is dependent upon the existence and economic recovery of mineral reserves and is subject to, but not limited to, the risks and challenges identified above. Changes in future conditions could require material write-downs of the carrying value of exploration and evaluation assets.

During 2020, the World Health Organization declared a global pandemic known as COVID-19 and governments around the world enacted measures to combat the spread of the virus. The duration and impact of the COVID-19 outbreak is not known at this time, but the risks to the Company may include, but are not limited to, delays in the previously disclosed timelines and activity levels associated with the Company’s baseline engineering, environmental assessment and the ability to raise funds through debt and equity markets. To date, the Company’s operations and ability to raise funds have not been significantly impacted.  The Company has implemented proper COVID-19 protocols at each of its locations that are in line with the respective regional health authorities COVID-19 guidelines.

5 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

3.       Basis of Preparation and Significant Accounting Policies

a)       Basis of preparation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as adopted by the International Accounting Standards Board (“IASB”). Certain disclosures required by IFRS have been condensed or omitted in the following note disclosures as they are disclosed or have been disclosed on an annual basis only. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2020 and 2019 (“annual financial statements”), which have been prepared in accordance with IFRS. These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the annual financial statements, except as noted in item c) below.

On August 10, 2021, the Audit Committee of the Board of Directors authorized these financial statements for issuance.

b)       Basis of consolidation

The accounts of the subsidiaries controlled by the Company are included in the condensed interim consolidated financial statements from the date that control commenced until the date that control ceases. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The subsidiaries of the Company and their geographic locations at June 30, 2021 are as follows:

Name of Subsidiary	Location	Ownership
NXE Energy Royalty Ltd.	Canada	100%
NXE Energy SW1 Ltd.	Canada	100%
NXE Energy SW3 Ltd.	Canada	100%
IsoEnergy Ltd.	Canada	50.4%

Intercompany balances, transactions, income and expenses arising from intercompany transactions are eliminated in full on consolidation.

c)       Significant accounting policies

IFRS 9 - Financial Instruments establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income (“FVOCI”) and fair value through profit or loss (“FVPL”). The Company determines the classification of the financial assets at initial recognition. The basis of classification depends on the Company’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. A financial asset that is a debt instrument is measured at amortised cost if it meets both of the following conditions and is not designated at FVPL:

• It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Investments in equity instruments are required to be measured by default at FVPL. However, on the day of acquisition, the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as FVOCI. The Company has elected to designate the Marketable Securities as FVOCI.

6 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

4.       Critical Judgements, Estimates and Assumptions in Accounting Policies

Judgements, estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The significant judgments, estimates and assumptions made by management in applying the Company’s accounting policies are consistent with those that applied to the annual financial statements and actual results may differ from these estimates.

5.       Marketable Securities

The Company’s subsidiary, IsoEnergy, sold its interest in the Clover, Gemini and Tower uranium properties (“Properties”). IsoEnergy received 10,755,000 shares at a price of $0.20 Australian Dollars (“AUD”) for a total value of AUD $2,151 ($2,068). The shares are held in escrow for 12 months from April 14, 2021. IsoEnergy received it’s first milestone payment of AUD $100 ($96) on June 14, 2021, and an additional AUD $100 ($96) milestone payment is receivable within 6 months from April 14, 2021. In addition, IsoEnergy will retain a 2% NSR on the Properties.

The Properties had a book value of $24, which resulted in a gain of $2,236:

Disposition of Properties
Marketable securities received	$	2,068
Cash / receivable		192
Proceeds - disposition of properties		2,260
Cost - disposition of properties		(24	)
Gain on sale of assets	$	2,236

During the three and six months ended June 30, 2021, the Company recognized a gain of $933 associated with the mark to market valuation of the shares received (three and six months ended June 30, 2020: $nil) which is recorded in the statement of other comprehensive income and loss. The fair value of the marketable securities at June 30, 2021 was $3,001 (December 31, 2020 - $nil).

7 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

6.       Exploration and Evaluation Assets

	Rook 1		Other Athabasca Basin Properties		IsoEnergy Properties			Total
Acquisition cost
Balance at December 31, 2020	$	235	$	1,458	$	26,778		$	28,471
Additions		—		—		27			27
Dispositions                                                   Note 5		—		—		(24	)		(24	)
Balance as at June 30, 2021	$	235	$	1,458	$	26,781		$	28,474

Deferred exploration costs
Balance at December 31, 2020		216,350		9,173		20,728		246,251
Additions:
Drilling		—		—		172		172
General exploration		660		—		1		661
Environmental, permitting, and engagement		7,542		—		1		7,543
Technical, engineering and design		650		—		1		651
Geological and geophysical		16		7		143		166
Labour and wages		1,905		—		318		2,223
Share-based payments		1,730		—		523		2,253
Travel		28		—		64		92
Total Additions		12,531		7		1,223		13,761
Balance as at June 30, 2021	$	228,881	$	9,180	$	21,951	$	260,012
Total costs, June 30, 2021	$	229,116	$	10,638	$	48,732	$	288,486

	Rook 1		Other Athabasca Basin Properties		IsoEnergy Properties		Total
Acquisition Cost
Balance at December 31, 2019	$	235	$	1,458	$	26,636	$	28,329
Additions/expenditures		—		—		142		142
Balance as at December 31, 2020	$	235	$	1,458	$	26,778	$	28,471

Deferred exploration costs
Balance at December 31, 2019		199,784		9,164		15,104		224,052
Additions:
Drilling		—		—		2,801		2,801
General exploration		1,407		5		594		2,006
Environmental, permitting, and engagement		6,725		—		137		6,862
Technical, engineering and design		4,158		—		225		4,383
Geochemistry and assays		—		—		318		318
Geological and geophysical		—		4		31		35
Labour and wages		2,925		—		1,140		4,065
Share-based payments		1,281		—		235		1,516
Travel		70		—		143		213
Total Additions		16,566		9		5,624		22,199
Balance as at December 31, 2020	$	216,350	$	9,173	$	20,728	$	246,251
Total costs, December 31, 2020	$	216,585	$	10,631	$	47,506	$	274,722

8 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

7.       Property and equipment

	Computer Equipment		Software		Field equipment			Office, Furniture and Leasehold Improvements		Road		Total
Cost
As at December 31, 2019	$	417	$	939	$	6,891		$	3,007	$	2,079	$	13,333
Additions		34		121		23			2,135		—		2,313
Disposals		—		—		(92	)		—		—		(92	)
At December 31, 2020	$	451	$	1,060	$	6,822		$	5,142	$	2,079	$	15,554
Reclassification		—		—		(275	)		275		—		—
Additions		32		199		42			429		—		702
Balance as at June 30, 2021	$	483	$	1,259	$	6,589		$	5,846	$	2,079	$	16,256
Accumulated Depreciation
As at December 31, 2019	$	292	$	651	$	2,964		$	710	$	1,128	$	5,745
Depreciation		78		190		857			710		455		2,290
Disposals		—		—		(60	)		—		—		(60	)
At December 31, 2020	$	370	$	841	$	3,761		$	1,420	$	1,583	$	7,975
Reclassification		—		—		(193	)		193		—		—
Depreciation		27		87		301			441		228		1,084
Balance as at June 30, 2021		397		928		3,869			2,054		1,811		9,059
Net book value at December 31, 2020	$	81	$	219	$	3,061		$	3,722	$	496	$	7,579
Net book value at June 30, 2021	$	86	$	331	$	2,720		$	3,792	$	268	$	7,197

8.       Convertible Debentures

	2016 Debentures			2017 Debentures			2020 Debentures		IsoEnergy Debentures		Total
Fair value at December 31, 2020	$	94,768		$	86,568		$	31,483	$	14,034	$	226,853
Fair value adjustment		30,291			18,674			11,479		4,770		65,214
Settlement with shares		(125,059	)		(105,242	)		—		—		(230,301	)
Fair Value at June 30, 2021	$	—		$	—		$	42,962	$	18,804	$	61,766

The fair value of the debentures decreased from $226,853 on December 31, 2020 to $61,766 at June 30, 2021, resulting from the conversion of the 2016 and 2017 debentures and a mark-to-market loss of $5,910 and $65,214 for the three and six months ended June 30, 2021 (three and six months ended June 30, 2020 - $18,642 loss and $15,561 loss, respectively). The gain or loss for the three and six months ended June 30, 2021 was bifurcated with the amount of the change in fair value of the convertible debentures attributable to changes in the credit risk of the liability recognized in other comprehensive gain of $3 and a loss of $292, respectively (three and six months ended June 30, 2020 - $14,402 loss and $4,232 loss, respectively) and the remaining amount recognized in loss for the quarter of $5,913 and $64,922 for the three and six months ended June 30, 2021 (three and six months ended June 30, 2020 - $4,240 and $11,329, respectively). The interest expense for the three months and six months ended June 30, 2021 was $492 and $2,720 (three and six months ended June 30, 2020 - $3,146 and $6,172 respectively).

9 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

2016 and 2017 Convertible Debentures

On February 18, 2021 and February 23, 2021, the holders of the 2016 and 2017 debentures elected to convert their respective US$60 million aggregate principal amount of 7.5% unsecured convertible debentures, both due to mature on July 22, 2022, into common shares of the Company. The Company issued 25,794,247 and 22,289,088 common shares relating to the conversion of the principal of the 2016 and 2017 debentures, respectively, and 89,729 and 87,316 common shares relating to the accrued and unpaid interest up to the date of conversion for the 2016 and 2017 debentures, respectively. The amounts recorded in Other Comprehensive Income as a result of changes in credit risks of the 2016 and 2017 debentures from inception through to conversion totaling losses of $4,015 were reclassified to accumulated deficit.

The fair value of the 2016 and 2017 debentures at conversion was based on the number of shares issued at the closing share price on the conversion date. The closing share price on February 18, 2021 was $4.69 and $4.88 on February 23, 2021 and the conversion price for the 2016 debentures was US$2.33 and US$2.69 for the 2017 debentures. The fair value of the shares issued for interest was based on the closing share price on the date of issuance and recorded as interest expense in the consolidated statement of net loss and comprehensive loss.

2020 Convertible Debentures

On May 27, 2020, the Company issued US$15 million principal amount of convertible debentures (the “2020 Debentures”). The Company received proceeds of $20,889 (US$15 million) and a 3% establishment fee of $627 (US$450) was paid to the debenture holders through the issuance of 348,350 common shares and a consent fee of $355 was paid to the investors of the 2016 and 2017 Debentures in connection with the financing through the issuance of 180,270 common shares. The fair value of the 2020 Debentures on issuance date was determined to be $20,261 (US$14,550). On June 9, 2021, the Company issued 40,829 shares and paid $375 associated with the interest payment. The fair value of the shares issued for interest was based on the closing share price on the date of issuance and recorded as interest expense in the consolidated statement of net loss and comprehensive loss.

The 2020 Debentures bear interest at a rate of 7.5% per annum, payable semi-annually in US dollars on June 10 and December 10 in each year. Two thirds of the interest (equal to 5% per annum) is payable in cash and one third of the interest (equal to 2.5% per annum) is payable, subject to any required regulatory approval, in common shares of the Company, using the volume-weighted average trading price (“VWAP”) of the common shares on the exchange or market that has the greatest trading volume in the Company’s common shares for the 20 consecutive trading days ending three trading days preceding the date on which such interest payment is due. The 2020 Debentures are convertible, from time to time, into common shares of the Company at the option of the debenture holders under certain conditions.

The 2020 Debentures were valued using a convertible bond pricing model based on a system of two coupled Black-Scholes equations where the debt and equity components are separately valued based on different default risks and assumptions. The inputs used in the pricing model as at June 30, 2021 and December 31, 2020 are as follows:

10 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

	June 30, 2021	December 31, 2020
Volatility	39.00%	38.00%
Expected life in years	3.91 years	4.41 years
Risk free interest rate	1.28%	0.74%
Expected dividend yield	0%	0%
Credit spread	16.93%	19.53%
Underlying share price of the Company	$5.10	$3.51
Conversion exercise price	$2.34	$2.34
Exchange rate (C$:US$)	$0.8064	$0.7854

IsoEnergy Debentures

On August 18, 2020, IsoEnergy entered into a US$6 million private placement of unsecured convertible debentures (the “IsoEnergy Debentures”). The IsoEnergy Debentures are convertible at the holder’s option at a conversion price of $0.88 into a maximum of 9,206,311 common shares of IsoEnergy. IsoEnergy received gross proceeds of $7,902 (US$6,000). A 3% establishment fee of $272 (US$180) was also paid to the debenture holders through the issuance of 219,689 common shares in IsoEnergy. The fair value of the IsoEnergy Debentures on issuance date was determined to be $7,630 (US$5,820). IsoEnergy paid $227 of interest on the debentures during the six months ended June 30, 2021.

The IsoEnergy Debentures were valued using a convertible bond pricing model based on a system of two coupled Black-Scholes equations where the debt and equity components are separately valued based on different default risks and assumptions. The inputs used in the pricing model as at June 30, 2021 and December 31, 2020 are as follows:

	June 30, 2021	December 31, 2020
Volatility	50.00%	46.00%
Expected life in years	4.1 years	4.65 years
Risk free interest rate	1.32%	0.79%
Expected dividend yield	0%	0%
Credit spread	20.72%	21.70%
Underlying share price of the Company	$2.90	$1.87
Conversion exercise price	$0.88	$0.88
Exchange rate (C$:US$)	$0.8064	$0.7854

9.       Leases

(a) Right-of-use assets

	June 30, 2021			December 31, 2020
Right-of-use assets, beginning of period	$	3,544		$	2,217
Additions		—			2,069
Depreciation		(416	)		(742	)
Balance, end of period	$	3,128		$	3,544

The right-of-use assets recognized by the Company are comprised of $3,095 (December 31, 2020 - $3,464) related to corporate office leases and $33 (December 31, 2020 - $80) related to the rental of field equipment and are included in the office, furniture and leasehold improvements category and the field equipment category, respectively in Note 7.

11 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

(b) Lease liabilities

	June 30, 2021			December 31, 2020
Lease liabilities, beginning of period	$	4,031		$	2,645
Additions		—			2,121
Terminations		—			(34	)
Interest expense on lease liabilities		142			254
Payment of lease liabilities		(525	)		(955	)
Balance, end of period	$	3,648		$	4,031
Current portion		768			778
Non-current portion		2,880			3,253
Balance, end of period	$	3,648		$	4,031

The undiscounted values of the lease liabilities as at June 30, 2021 was $6,101 (December 31, 2020 - $6,889).

(c) Amounts recognized in profit and loss

	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Expense relating to short-term leases	$	—	$	1,256	$	—	$	2,587
Expense relating to variable lease payments	$	112	$	92	$	224	$	175

The Company engages drilling companies to carry out its drilling programs on its exploration and evaluation properties. The drilling companies provide all required equipment for these drilling programs. These contracts are short-term in nature and the Company has elected not to recognize right-of-use assets and associated lease liabilities in respect to these contracts but rather to recognize lease payments associated with these leases as incurred over the lease term. Payments to the drilling company in the three months and six months ended June 30, 2021 were $nil (three and six months ended June 30, 2020 - $1,256 and $2,587 respectively).

10.       Share Capital

(a) Authorized capital

Unlimited common shares without par value.

Unlimited preferred shares without par value.

For the six months ended June 30, 2021:

Share issuances during the period ended June 30, 2021 not disclosed elsewhere in these financial statements include:

On February 3, 2021 and February 23, 2021, the Company issued an aggregate of 200,000 common shares to arm’s length parties to advance the development of the Rook 1 property at a fair value of $900.

On February 18, 2021 and February 23, 2021, the Company issued 25,794,247 and 22,289,088 common shares relating to the conversion of the principal of the 2016 and 2017 Debentures at a fair value of $125,059 and $105,242, respectively. In addition, 89,729 and 87,316 common shares were issued relating to the accrued and unpaid interest up to the date of conversion for the 2016 and 2017 Debentures at a fair value of $407 and $441, respectively. On June 10, 2021, the Company issued 40,829 shares relating to the interest payment on the 2020 debentures at a fair value of $238 (Note 8).

12 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

On March 11, 2021, the Company completed a bought deal financing where 33,400,000 common shares of the Company were issued at a price of $4.50 per common share (the “Offering Price”) for gross proceeds of approximately $150,300. On March 16, 2021, the Company closed the over-allotment of 5,010,000 common shares of the Company at the Offering Price for additional proceeds of $22,545. In connection with the financing, $9,664 was incurred for share issue costs.

On June 30, 2021, the Company issued 400,000 common shares at a price of AUD $5.60 for total proceeds of $2,074 in relation to its public listing on the ASX. In connection with the financing, $882 was incurred for share issuance costs.

For the year ended December 31, 2020:

On May 27, 2020, the Company completed a financing that consisted of a US$15 million private placement of common shares and US$15 million of the 2020 Debentures (Note 7). In connection with the financing the Company issued 11,611,667 common shares at a price of $1.80 for the private placement, 348,350 common shares at a price of $1.80 for the establishment fees of the 2020 Debentures, and 180,270 common shares at a deemed price of $1.97 for a consent fee to the investors of the 2016 and 2017 debentures in connection with the 2020 Debentures financing.

On June 8, 2020, the Company issued 1,092,142 common shares at a fair value of $2,152 to the convertible debenture holders for the share portion of the debenture interest payment.

On December 10, 2020, the Company issued 856,206 common shares with a fair value of $2,586 to the convertible debenture holders for the share portion of the debenture interest payment.

(b) Share options

Pursuant to the Company’s stock option plan, directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company, enabling them to acquire up to 20% of the issued and outstanding common shares of the Company.

The options can be granted for a maximum term of 10 years and are subject to vesting provisions as determined by the Board of Directors of the Company.

A summary of the changes in the share options is presented below:

	Options outstanding			Weighted average exercise price (C$)
At December 31, 2019		36,617,495		$	2.14
Granted		9,555,000			2.54
Exercised		(7,490,999	)		0.90
Expired		(2,208,334	)		2.75
At December 31, 2020		36,473,162		$	2.47
Granted		10,090,000			5.74
Exercised		(6,450,001	)		2.69
Expired/ Forfeited		(266,666	)		2.18
At June 30, 2021 - Outstanding		39,846,495		$	3.26
At June 30, 2021 - Exercisable		27,085,704		$	2.86

13 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

The following table summarizes information about the exercisable share options outstanding as at June 30, 2021:

Number of share options outstanding	Number of share options exercisable	Exercise prices (C$)	Remaining contractual life (years)	Expiry date
2,450,000	2,450,000	2.24	0.46	December 15, 2021
2,925,000	2,925,000	3.39	1.46	December 14, 2022
75,000	75,000	2.39	1.79	April 13, 2023
3,450,000	3,450,000	2.85	1.94	June 8, 2023
100,000	100,000	2.66	1.97	June 20, 2023
720,482	720,482	2.49	2.14	August 21, 2023
2,475,000	2,475,000	2.41	2.50	December 31, 2023
500,000	500,000	2.27	2.73	March 21, 2024
250,000	250,000	2.22	2.74	March 27, 2024
3,400,000	3,400,000	1.92	2.95	June 12, 2024
188,679	188,679	1.59	3.13	August 16, 2024
3,867,334	2,578,222	1.59	3.49	December 24, 2024
4,475,000	2,983,326	1.80	3.95	June 12, 2025
4,880,000	1,626,664	3.24	4.45	December 11, 2025
250,000	83,333	5.16	4.64	February 16, 2026
650,000	216,665	4.53	4.75	April 1, 2026
9,190,000	3,063,333	5.84	4.95	June 10, 2026
39,846,495	27,085,704	2.81	2.86

The following weighted average assumptions were used for Black-Scholes valuation of the share options granted:

	For the three months ended			For the six months ended
	June 30, 2021	June 30, 2020	June 30, 2021		June 30, 2020
Expected stock price volatility	60.06%	61.92%	60.10%		61.92%
Expected life of options	5.00 years	5.00 years	5.00 years		5.00 years
Risk free interest rate	0.86%	0.44%	0.86%		0.44%
Expected forfeitures	0%	0%	0%		0%
Expected dividend yield	0%	0%	0%		0%
Weighted average fair value per option granted in period	$2.93	$0.89	$2.92		$0.89

Share-based payments for options vested for the three and six months ended June 30, 2021 amounted to $13,444 and $15,831, respectively (three and six months ended June 30, 2020 - $2,986 and $4,906) of which $11,381 and $13,578, respectively (three and six months ended June 30, 2020 - $2,701 and $4,379) was expensed to the statement of net loss and comprehensive loss and $2,063 and $2,253 (three and six months ended June 30, 2020 - $285 and $527) was capitalized to exploration and evaluation assets (Note 6).

14 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

11.       Supplemental Cash Flow Information

The Company did not have any cash equivalents as at June 30, 2021 and December 31, 2020.

a) Schedule of non-cash investing and financing activities:

	Three months ended June 30						Six months ended June 30
	2021			2020			2021		2020
Capitalized share-based payments	$	2,063		$	285		$	2,253	$	527
Exploration and evaluation asset expenditures included in accounts payable and accrued liabilities		927			(804	)		3,456		1,265
Interest expense included in accounts payable and accrued liabilities		(363	)		(2,390	)		77		802
Share consideration on sale of properties		2,068			—			2,068		—

12.       Related Party Transactions

The remuneration of key management which includes directors and management personnel responsible for planning, directing and controlling the activities of the Company during the period was as follows:

	Three months ended June 30				Six months ended June 30
	2021		2020		2021		2020
Short-term compensation(1)	$	1,789	$	808	$	2,437	$	1,691
Share-based payments(2)		11,615		2,402		13,263		3,693
Consulting fees(3)		34		22		67		65
	$	13,438	$	3,232	$	15,767	$	5,449

⁽¹⁾ Short-term compensation to key management personnel for the three and six months ended June 30, 2021 amounted to $1,789 and $2,437 (2020 - $808 and $1,691) of which $1,638 and $2,236 (2020 - $682 and $1,276) was expensed and included in salaries, benefits and directors’ fees on the statement of net loss and comprehensive loss. The remaining $151 and $201 (2020 - $126 and $415) was capitalized to exploration and evaluation assets.

⁽²⁾ Share-based payments to key management personnel for the three and six month ended June 30, 2021 amounted to $11,615 and $13,263 (2020 - $2,402 and $3,693) of which $11,255 and $12,889 (2020 - $2,349 and $3,568) was expensed and $360 and $374 (2020 - $53 and $125) was capitalized to exploration and evaluation assets.

⁽³⁾ The Company used consulting services from a company associated with one of its directors in relation to advice on corporate matters for the three and six months ended June 30, 2021 amounting to $34 and $67 (2020 - $22 and $65).

As at June 30, 2021, there was $44 (December 31, 2020 - $45) included in accounts payable and accrued liabilities owing to its directors and officers for compensation.

15 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

13.       Capital Management

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration, development and evaluation of assets. To effectively manage the entity’s capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain the future development of the business.

In the management of capital, the Company considers all components of equity and debt, net of cash, and is dependent on third party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company.

The properties in which the Company currently has an interest are in the exploration and development stage. As such, the Company has historically relied on the equity markets and convertible debt to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it determines that there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period.

In the management of capital, the Company includes the components of equity, and convertible debentures, net of cash.

Capital, as defined above, is summarized in the following table:

	June 30, 2021			December 31, 2020
Equity	$	463,403		$	119,252
Convertible debentures (Note 8)		61,766			226,853
		525,169			346,105
Less: Cash		(234,192	)		(74,022	)
	$	290,977		$	272,083

14.       Financial Instruments and Risk Management

The Company’s financial instruments consist of cash, marketable securities, amounts receivable, accounts payable and accrued liabilities and convertible debentures.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values.

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.

16 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

The fair values of the Company’s cash, amounts receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature.

The marketable securities are re-measured at fair value at each reporting date with any change in fair value recognized in other comprehensive income (Note 5). The marketable securities are classified as Level 1.

The convertible debentures are re-measured at fair value at each reporting date with any change in fair value recognized in profit or loss with the exception that under IFRS 9, the change in fair value that is attributable to change in credit risk is presented in other comprehensive income (Note 8). The convertible debentures are classified as Level 2.

Financial Risk

The Company is exposed to varying degrees of a variety of financial instrument-related risks. The Board approves and monitors the risk management processes, controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments potentially subject to credit risk are cash and amounts receivable. The Company holds cash with large Canadian banks. The Company’s amounts receivable consists of input tax credits receivable from the Government of Canada and interest accrued on cash. Accordingly, the Company does not believe it is subject to significant credit risk.

The Company’s maximum exposure to credit risk is as follows:

	June 30, 2021		December 31, 2020
Cash	$	234,192	$	74,022
Amounts receivable		370		304
	$	234,562	$	74,326

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2021, NexGen had cash of $234,192 to settle accounts payable and accrued liabilities of $5,787.

The Company’s significant undiscounted commitments at June 30, 2021 are as follows:

	Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years		Total
Trade and other payables	$	5,019	$	—	$	—	$	—	$	5,019
Convertible debentures		—		—		61,766		—		61,766
Lease liabilities		1,448		4,040		613		—		6,101
	$	6,467	$	4,040	$	62,379	$	—	$	72,886

17 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

Foreign Currency Risk

The functional currency of the Company and its subsidiaries is the Canadian dollar. The Company is affected by currency transaction risk and currency translation risk. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets, liabilities and operating results. Financial assets and liabilities subject to currency translation risk primarily includes US dollar denominated cash, US dollar accounts payable, 2020 Debentures and IsoEnergy Debentures. The Company maintains Canadian and US dollar bank accounts in Canada.

The Company is exposed to foreign exchange risk on its US dollar denominated 2020 Debentures and IsoEnergy Debentures. At maturity, the US$21 million principal amount of the 2020 Debentures and IsoEnergy Debentures is due in full, and prior to maturity, at a premium upon the occurrence of certain events. The Company holds sufficient US dollars to make all cash interest payments due under the 2020 Debentures and IsoEnergy Debentures until maturity but not to pay the principal amount. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/US dollar exchange rate that may make the 2020 Debentures and IsoEnergy Debentures more costly to repay.

As at June 30, 2021, the Company’s US dollar net financial liabilities were US$36,808. Thus a 10% change in the Canadian dollar versus the US dollar exchange rates would give rise to a $4,562 change in net loss and comprehensive loss.

The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

Equity and Commodity Price Risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Accordingly, significant movements in share price may affect the valuation of the Marketable Securities and Convertible Debentures which may adversely impact its earnings.

Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. Future declines in commodity prices may impact the valuation of long-lived assets. The Company closely monitors commodity prices of uranium, individual equity movements, and the stock market to determine the appropriate course of action, if any, to be taken by the Company.

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash balances as of June 30, 2021. The Company manages interest rate risk by maintaining an investment policy for short-term investments. This policy focuses primarily on preservation of capital and liquidity. The Company monitors the investments it makes and is satisfied with the credit rating of its banks. The 2020 Debentures and IsoEnergy Debentures, in an aggregate principal amount of US$21 million, carry fixed interest rates of 7.5% and 8.5% respectively and are not subject to interest rate fluctuations.

18 

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2021 and 2020

(expressed in thousands of Canadian dollars, except as otherwise stated) - Unaudited

15.       Non-Controlling Interests

For financial reporting purposes, the assets, liabilities, results of operations, and cash flows of the Company’s wholly owned subsidiaries and non-wholly owned subsidiary, IsoEnergy, are included in NexGen’s consolidated financial statements. Third party investors’ share of the net earnings of IsoEnergy is reflected in the net loss and comprehensive loss attributable to non-controlling interests in the consolidated statements of net loss and comprehensive loss.

During the three months ended June 30, 2021, the Company exercised 1,537,760 warrants of IsoEnergy at $0.60 per share for total outlay of $923 (three and six months ended June 30, 2020 - nil warrants for $nil outlay). As at June 30, 2021, the non-controlling interests in IsoEnergy was $24,981 (December 31, 2020 - $25,001).

16.       Subsequent Events

Subsequent to June 30, 2021, 525,000 stock options were exercised for gross proceeds of $1,240.

19 

EX-99.2

Exhibit 99.2

 

Management’s Discussion and Analysis

For the three and six months ended June 30, 2021

(expressed in thousands of Canadian dollars, except as noted)

CONTENTS
Cautionary Note Regarding Forward-Looking Information	3
Business Overview	4
Q2 2021 Highlights	4
Operations Review - Rook 1 Project	5
Operations Outlook	11
Health, Safety and Environment	11
Financial Results for the Period	12
Financial Results	12
Financial Condition Summary	15
Liquidity and Capital Resources	16
Capital Management	17
Contractual Obligations and Commitments	17
Summary of Quarterly Results	18
Related Party Transactions	18
Outstanding Share Data	19
Off-Balance Sheet Arrangements	19
Segment Information	19
Accounting Policy Overview	19
Critical Accounting Policies and Judgements	19
Key Sources of Estimation Uncertainty	20
Financial Instruments and Risk Management	20
Risk Factors	20
Financial Risks	21
Other Risk Factors	22
Disclosure Controls and Procedures	26
Internal Controls Over Financial Reporting	26
Changes in Internal Controls	27
Limitations of Controls and Procedures	27
Technical Disclosure	27
Approval	28

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

This Management’s Discussion and Analysis (“MD&A”) was prepared as of August 10, 2021 and provides an analysis of the financial and operating results of NexGen Energy Ltd (“NexGen” or “the Company”) for the three and six months ended June 30, 2021. Additional information regarding NexGen, including its Annual Information Form for the year ended December 31, 2020, as well as other information filed with the Canadian, US and Australian securities regulatory authorities, is available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) at www.edgar.gov, and on the Australian Stock Exchange (“ASX”) at www.asx.com.au, respectively. All monetary amounts are in thousands of Canadian dollars unless otherwise specified.

The following discussion and analysis of the financial condition and results of operations of NexGen should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2021 and June 30, 2020 (the “Interim Statements”), as well as the audited consolidated financial statements for the year ended December 31, 2020 and December 31, 2019, and the related notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

In accordance with IFRS, IsoEnergy Ltd.’s (“IsoEnergy”) financial results are consolidated with those of NexGen, including in this MD&A. However, IsoEnergy is listed on the TSX Venture Exchange under the ticker symbol “ISO” and has its own management, directors, internal control processes and financial budgets and finances its own operations.

Management is responsible for the Interim Statements and this MD&A. The Audit Committee of the Company’s Board of Directors (the “Board”) reviews and recommends for approval to the Board, who then review and approve, the Interim Statements and this MD&A. This MD&A contains forward-looking information. Please see the section, “Cautionary Note Regarding Forward-Looking Information” for a discussion of the risks, uncertainties and assumptions used to develop the Company’s forward-looking information.

2 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Cautionary Note Regarding Forward-Looking Information

This MD&A contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information and statements include, but are not limited to, statements with respect to planned exploration and development activities, the future interpretation of geological information, the cost and results of exploration and development activities, future financings, the future price of uranium and requirements for additional capital.

Generally, but not always, forward-looking information and statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about NexGen’s business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions, including among others the results of planned exploration and development activities are as anticipated, the price of uranium, the cost of planned exploration and development activities, that financing will be available if and when needed and on reasonable terms; that financial, uranium and other markets will not be adversely affected by a global pandemic (including COVID-19); that third-party contractors, equipment, supplies and governmental and other approvals required to conduct NexGen’s planned exploration and development activities will be available on reasonable terms and in a timely manner and that general business and economic conditions will not change in a material adverse manner; the expectations regarding mineral reserves and mineral resources; realization of mineral reserves and mineral resource estimates; and results, estimates, assumptions and forecasts in the Rook I FS Technical Report (as defined below). Although the assumptions made by the Company in providing forward looking information or making forward looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of NexGen to differ materially from any projections of results, performances and achievements of NexGen expressed or implied by such forward-looking information or statements, including, among others, negative operating cash flow and dependence on third-party financing, uncertainty of the availability of additional financing, the risk that pending assay results will not confirm previously announced preliminary results, imprecision of mineral resource estimates, the appeal of alternate sources of energy and sustained low uranium prices, aboriginal title and consultation issues, exploration and development risks, reliance upon key management and other personnel, deficiencies in the Company’s title to its properties, uninsurable risks, failure to manage conflicts of interest, failure to obtain or maintain required permits and licenses, changes in laws, regulations and policy, competition for resources,; and financing and other factors discussed or referred to in the Company’s most recent Annual Information Form under “Risk Factors”.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.

There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The forward-looking information and statements contained in this MD&A are made as of the date of this MD&A and, accordingly, are subject to change after such date. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

3 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Business Overview

NexGen is a British Columbia corporation with a focus on developing into production the 100% owned Rook I Project located in the southwestern Athabasca Basin of Saskatchewan, Canada. NexGen has a highly experienced team of uranium industry professionals with a successful track record in the discovery of uranium deposits and in the development of projects from discovery to production. NexGen also owns a portfolio of highly prospective uranium properties in the southwestern Athabasca Basin of Saskatchewan, Canada.

The Rook I Project is the location of the Company’s Arrow Deposit discovery in February 2014. The Arrow Deposit has measured and indicated mineral resources totalling 3.75 million tonnes (“Mt”) grading 3.10% U₃O₈ containing 257 million (“M”) lbs U₃O₈. The probable mineral reserves were estimated at 240 M lbs U₃O₈ contained in 4.6Mt grading 2.37% U₃O₈. See “Feasibility Study” below.

The Company has also intersected numerous other mineralized zones on trend from Arrow along the Patterson Corridor on Rook 1 which are subject to further exploration before economic potential can be assessed. The Rook I Project consists of thirty-two (32) contiguous mineral claims totaling 35,065 hectares.

The Company is listed on the Toronto Stock Exchange (the “TSX”) and the NYSE American exchange (the “NYSE American”) under the symbol “NXE”, and on the ASX under the symbol “NXG”.

The Company currently holds 50.4% of the outstanding common shares of IsoEnergy.

Q2 2021 and Year to date 2021 Highlights

Corporate

On July 2, 2021, the Company commenced trading on the ASX under the symbol “NXG”. As part of the ASX listing, the Company issued 400,000 shares to Australian investors for total proceeds of $2.1 million.

On February 25, 2021, the Company announced an equity financing on a bought deal basis of 33,400,000 common shares of the Company at a price of $4.50 per common share (the “Offering Price”) for gross proceeds of approximately $150 million (the “Offering”). The Company also granted the Underwriters an option, exercisable at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 5,010,000 common shares to cover over-allotments, (the “Over-Allotment Option”). The Offering closed on March 11, 2021 and the Over-Allotment Option was exercised by the Underwriters and closed on March 16, 2021, for additional gross proceeds of $22.5 million.

On February 18, 2021 and February 23, 2021 the Company completed the conversion of US$120 million aggregate principal amount of convertible debentures into common shares of the Company. The converted debentures consist of US$60 million aggregate principal amount of 7.5% unsecured convertible debentures issued by the Company in 2016 (the "2016 Debentures") and the US$60 million aggregate principal amount of 7.5% unsecured convertible debentures issued by the Company in 2017 (the "2017 Debentures" and, together with the 2016 Debentures, the “2016 and 2017 Debentures”) both due to mature on July 22, 2022.

Further detailed information on the financings can be found under the “Liquidity and Capital Resources” section below.

4 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Operational

On July 14, 2021, NexGen announced the Company has signed an Impact Benefit Agreement (“IBA”) with the Buffalo River Dene Nation (“BRDN”) and a Mutual Benefit Agreement (“MBA”) with the Birch Narrows Dene nation (“BNDN”) covering all phases of the Rook 1 Project.

The Company has commenced its 2021 Field and Regional Exploration Drilling Programs focused on detailed geotechnical site confirmation studies on the Project and regional exploration drilling at the Rook 1 property. The exploration targets are high priority areas within a 10 km radius of Arrow including along the Patterson Lake Corridor, which hosts the Arrow Deposit. Together with the high priority areas, NexGen will be targeting the Derkson Corridor, which is directly parallel and to the east of the Patterson Corridor.

• Arrow 2.0 Target - exploring greater than 300 metres below known mineralization at Arrow to test for a replication of Arrow at depth where high grade mineralization remains open.

• Camp East Target - testing strong geophysical targets along a northeast conductor coincident with a regional north-northeast trend from Camp East through South Arrow and Arrow.

• Derkson Corridor - Parallel conductor corridor adjacent to the east of the Patterson Lake conductor corridor with highly prospective geophysical targets with known uranium mineralization drilled in historical drilling northeast, off of the SW2 property.

○ Derkson East Target - series of northeast-southwest trending conductors within a strong geophysical and geochemical footprint.

○ Derkson West Target - similar conductor to Patterson Lake Corridor with northeast-southwest trending conductor along magnetic gradient. Also, strong geophysical and geochemical characteristics.

On February 22, 2021, NexGen announced the results of an independent feasibility study (“FS”) and mineral reserve and mineral resource update of the basement-hosted, vein type uranium deposit (the “Arrow Deposit”), located on the Company’s 100% owned Rook 1 Project (related National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report entitled “Arrow Deposit, Rook 1 Project, Saskatchewan, NI 43-101 Technical Report on Feasibility Study dated 10 March 2021” (the “Rook 1 FS Technical Report”). Refer to “Operations Review” section below and the Rook I FS Technical Report for further detail.

Operations Review - Rook 1 Project

In Q1 2021, NexGen completed the FS and issued a news release outlining the results on February 22, 2021. The FS validated the previous stage engineering, produced a Class 3 (AACE) capital and operating cost estimate that are summarized in the Rook I FS Technical Report, and it continues to support the EA process and licensing application activities.

Permitting workflows also continued during Q2 2021, with the simultaneous advancement of the draft Environmental Impact Statement (“EIS”) under the Environmental Assessment (“EA”) work program and corresponding licensing application to prepare the site for construction.

In Q2, project development activities focused on the development and issuing of a detailed Request for Proposal (“RFP”) for the Front-End Engineering and Design (“FEED”) stage of the project. Proposals are scheduled to be received and evaluated in Q3, with the scope of work to be awarded later in the year. Concurrently, field work is being completed in support of FEED on the Rook I Project through advancement of further site investigations, both underground and surface. Surface investigations will include the completion of test pits and sonic boreholes in locations of planned surface infrastructure. The execution and analysis of these site investigation programs will build upon significant studies that have been incorporated in the FS. Also, diamond drilling will focus on geological, geotechnical, and hydrogeological characterization of the rock mass proximal to the underground Life of Mine infrastructure in support of FEED. The drilling will further validate the current design and support the final design of the Underground Tailings Management Facility.

5 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Engagement

The Company is continuing its engagement with the communities within the proximity to the Rook I Project, as per the study agreements entered into with four Indigenous groups in the second half of 2019 (the “Study Agreements”). The Study Agreements provide the following:

- a framework for working collaboratively to advance the EA and exchange information that will be used to inform the Crown as it undertakes its duty to consult.

- funding to each Indigenous group and outline a collaborative process for formal engagement to support the inclusion of Indigenous knowledge in the EA.

- outline processes for identifying potential effects to Indigenous rights, treaty rights, and socio-economic interests, and determining avoidance and accommodation measures in relation to the Rook I Project.

The Company and the Indigenous communities have committed to engagement through Joint Working Groups (“JWGs”) to support the inclusion of each community’s traditional knowledge throughout the EA process, including incorporating traditional land use and dietary studies undertaken by each of the respective communities. The Company has and will continue to provide funding for all aspects of the above, including the JWGs, and to lead, review and independently confirm the Traditional Land Use studies for inclusion into the EA.

Further, the Study Agreements confirm that the parties will negotiate Impact Benefit Agreements in good faith.

The Company has signed an IBA with the BRDN and an MBA with the BNDN covering all phases of the Rook 1 Project.

The Rook I Project is located within the traditional territory of BRDN and BNDN. Both the IBA and MBA define the environmental, cultural, economic, employment and other benefits to be provided to the BRDN and BNDN by NexGen in respect of the Project and confirm the consent and support of both BRDN and BNDN for the Project throughout its complete lifecycle, including reclamation. The Agreements were negotiated and developed out of the Study Agreements. Under similar Study Agreements the Company continues to advance IBA negotiations with the Clearwater River Dene Nation (“CRDN”) and the Metis Nation - Saskatchewan (“MN-S”).

2021 Exploration Program

The Company has commenced a field program focused on detailed geotechnical site investigation studies and regional exploration drilling of the Arrow Deposit at the Rook 1 property. The Rook I property is host to numerous electromagnetic (“EM”) conductors and structural corridors which have been yet to be explored as the focus has been on the development of Arrow over the last several years. The exploration programs will target high priority areas within a 10 km radius of Arrow including along the Patterson Lake Corridor - which hosts the Arrow Deposit - as well as along the Derkson Corridor on the far Western portion of the SW2 property.

6 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

All of the target areas exhibit similar geophysical characteristics to Arrow, including strong conductive signatures with numerous off-sets coincident with discrete gravity lows and steep magnetic gradients. Structural interpretations across the property suggests several EM conductors lie along significant rheological/lithological contrasts which have been interpreted to possess structural conditions favourable for localizing uranium mineralization. Additionally, analysis of previous drilling has also revealed several target areas contain prospective alteration and geochemical signatures indicative of uranium bearing systems.

Details of the 2021 Exploration Program Focus Areas

Arrow 2.0

The Arrow Deposit is open and remains highly prospective at depth; integration of geophysics (Magnetic and 3D-ZTEM data) and structural interpretation indicate Arrow is hosted on the limb of a large-scale fold that extends to great depth, which suggests the conditions favourable for localizing uranium mineralization also continue to depth. Furthermore, drilling at Arrow shows uranium mineralization, brittle structures, and hydrothermal alteration continue below Arrow. Arrow 2.0 target is designed to be a significant step down-dip from Arrow at depth to test for the replication of high-grade mineralization.

Camp East

Camp East lies along a recently defined north-northeast mineralized trend that includes the Arrow and South Arrow Deposits. Camp East was initially targeted and drilled in 2016 and returned highly prospective alteration, structural disruption, and anomalous geochemistry; intersections of anomalous Boron - a primary pathfinder element - have higher concentrations than the Arrow Deposit. Targeting at Camp East is focused on highly prospective geophysical areas where bends and off-sets in the conductor have been interpreted as having increased potential to localize uranium mineralization within the north-northeast mineralized trend from Camp East through South Arrow and Arrow.

Derkson Corridor

Exploration will focus on two target areas on the Derkson Corridor; a parallel conductor to the southeast of the Patterson Lake Corridor (“PLC”) that hosts the Arrow Deposit and several other zones of high-grade mineralization along trend.

The first target area lies on a series of northeast-southwest trending conductors at the edge of a prominent magnetic domain that represents favourable structural conditions for brittle reactivation and focusing mineralizing fluids. The target area is along strike to the southwest of historic drill hole DER-04 that intersected 2.5 m of 0.24% U₃O₈; an indication of a uranium fertile trend. Previous drilling to the southwest of the first target area has revealed anomalous boron intersections of up to 424 ppm in drill hole RK-15-070. Drilling will target northeast of the Boron anomaly at jogs in the conductor that have potential to localize hydrothermal fluids and uranium mineralization.

7 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

The second Derkson target lies along a similar northeast-southwest trending conductor to the PLC. Drilling in this area will target zones of structural dilation along the conductor that are interpreted to represent favourable locations for localizing uranium mineralization. A prominent jog on the conductor where the conductive signal weakens along strike of anomalous geochemistry has been prioritized for early program drilling.

Feasibility Study

The Rook I FS Technical Report includes updated mineral reserve and mineral resource estimates for the Arrow Deposit. The information contained in this MD&A regarding the Rook I Project has been derived from the Rook I FS Technical Report, is subject to certain assumptions, qualifications and procedures described in the Rook I FS Technical Report and is qualified in its entirety by the full text of the Rook I FS Technical Report. Reference should be made to the full text of the Rook I FS Technical Report.

Highlights

Summary of Arrow Deposit Feasibility Study (based on US $50/lb U₃O₈)

	FS
After-Tax NPV @ 8%	$3.47 Billion
After-Tax Internal Rate of Return (IRR)	52.4%
After-Tax Payback	0.9 Year
Pre-Commitment Early Works Capital	$157 Million
Project Execution Capital	$1,143 Million
Total Initial Capital Costs (“CAPEX”)	$1,300 Million
Average Annual Production (Years 1-5)	28.8 M lbs U3O8
Average Annual After-Tax Net Cash Flow (Years 1-5)	$1,038 Million
Average Annual Production (Life of Mine)	21.7 M lbs U3O8

Average Annual After -Tax Net Cash Flow (Life of Mine)	$763 Million
Nominal Mill Capacity	1,300 tonnes per day
Average Annual Mill Feed Grade	2.37% U3O8
Mine Life	10.7 Years
Average Annual Operating Cost (“OPEX”, Life of Mine)	$ 7.58 (US$5.69)/lb U3O8

1) The economic analysis was based on the timing of a final investment decision (“FID”) and does not include the Pre-Commitment Early Works Capital, which are costs NexGen intends on expending prior to the FID. Pre-Commitment Early Works scope includes site preparation, and the supporting infrastructure (concrete batch plant, Phase I camp accommodations and bulk fuel storage) required to support full Project Execution Capital.

2) FS based on CAD $1.00 = US $0.75 and US $50/lb U₃O₈ price.

Mineral Resources

The updated mineral resource estimate has an effective date of June 19, 2019 and builds upon the mineral resource estimate used in the Company’s previously released pre-feasibility study by incorporating holes drilled in 2018 and 2019. The updated mineral resource estimate is principally comprised of measured mineral resources of 209.6 M lbs of U₃O₈contained in 2,183 kt grading 4.35% U₃O₈ as well as, indicated mineral resources of 47.1 M lbs of U₃O₈ contained in 1,572 kt grading 1.36% U₃O₈, and inferred mineral resources of 80.7 M lbs of U₃O₈ contained in 4,399 kt grading 0.83% U₃O₈, summarized in the table below.

8 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Arrow Deposit Mineral Resource Estimate

FS Mineral Resource
Structure	Tonnage (k tonnes)	Grade (U3O8%)	Contained Metal (U3O8 M lb)
Measured
A2 LG	920	0.79	16.0
A2 HG	441	16.65	161.9
A3 LG	821	1.75	31.7
Total:	2,183	4.35	209.6
Indicated
A2 LG	700	0.79	12.2
A2 HG	56	9.92	12.3
A3 LG	815	1.26	22.7
Total:	1,572	1.36	47.1
Measured and Indicated
A2 LG	1,620	0.79	28.1
A2 HG	497	15.9	174.2
A3 LG	1,637	1.51	54.4
Total:	3,754	3.1	256.7
Inferred
A1 LG	1,557	0.69	23.7
A2 LG	863	0.61	11.5
A2 HG	3	10.95	0.6
A3 LG	1,207	1.12	29.8
A4 LG	769	0.89	15.0
Total:	4,399	0.83	80.7

Notes:

1. CIM Definition Standards were followed for mineral resources. Mineral resources are reported inclusive of mineral reserves.

2. Mineral Resources are reported at a cut-off grade of 0.25% U₃O₈ based on a long-term price of US$50 per lb U₃O₈ and estimated costs.

3. A minimum mining width of 1.0 m was used.

4. The effective date of Mineral Resources is June 19, 2019

5. Numbers may not add due to rounding.

6. Mineral Resources that are not Mineral Reserves do not have demonstrated economics.

Mineral Reserves

The Rook I FS Technical Report defines probable mineral reserves of 239.6 million lbs of U₃O₈ contained in 4,575 kt grading 2.37% U₃O₈ from the measured and indicated mineral resources, summarized in the table below. The probable mineral reserves include diluting materials and allowances for losses which may occur when material is mined. Although a majority of the mineral reserves are based on measured mineral resources, it was decided to allocate 100% of the mineral reserves to the probable category (as opposed to the proven category), since the Rook I Project is at a development stage.

9 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Arrow Probable Mineral Reserves

Probable Mineral Reserves
Structure	Tonnage (k tonnes)	Grade (U3O8%)	Contained Metal (U3O8 M lb)
A2	2,594	3.32%	190.0
A3	1,982	1.13%	49.5
Total	4,575	2.37%	239.6

Notes:

1. CIM definitions were followed for mineral reserves.

2. Mineral Reserves are reported with an effective date of January 21, 2021.

3. Mineral Reserves include transverse and longitudinal stopes, ore development, marginal ore, special waste and a nominal amount of waste required for mill ramp-up and grade control.

4. Stopes were estimated at a cut-off grade of 0.30% U₃O₈. 

5. Marginal ore is material between 0.26% U₃O₈ and 0.30% U₃O₈ that must be extracted to access mining areas. 

6. Special waste in material between 0.03% and 0.26% U₃O₈ that must be extracted to access mining areas. 0.03% U₃O₈ is the limit for what is considered benign waste and material that must be treated and stockpiled in an engineered facility.

7. Mineral Reserves are estimated using a long-term metal price of US$50 per pound U₃O₈, and a 0.75 US$/C$ exchange rate (C$1.00 = US$0.75).  The cost to ship the yellow cake product to a refinery is considered to be included in the metal price.

8. A minimum mining width of 3.0 m was applied for all long hole stopes.

9. Mineral Reserves are estimated using a combined underground mining recovery of 95.5% and total dilution (planned and unplanned) of 33.8%.

10. The density varies according to the U₃O₈ grade in the block model.  Waste density is 2.464 t/m³. 

11. Numbers may not add due to rounding.

Economic Results

The Rook I FS Technical Report was based on a uranium price estimate of US$50/lb U₃O₈ per pound, net of yellow cake transportation fees and a fixed USD:CAD conversion rate of 0.75.

The economic analysis is based on the timing of a final investment decision (“FID”), and it does not include the pre-commitment early works capital costs, which are costs NexGen intends on expending prior to the FID. The pre-commitment early works scope includes preparing the site, completing initial freeze hole drilling, and building the supporting infrastructure (i.e., concrete batch plant, Phase I camp accommodations, and bulk fuel storage) required for the Rook I Project. Costs for the pre-commitment early works will total an estimated $158 million.

The Rook I FS Technical Report returned an after-tax NPV@8% of $3.47 billion and an IRR of 52.4%. NPV and IRR are summarized in the following table using Base Case and other flat uranium price estimates. The economic model was subjected to a sensitivity analysis to determine the effects of changing metals prices, grade, metal recovery, exchange rate, OPEX, CAPEX, labour and reagent costs. The NPV is most sensitive to metals prices, grade, metal recovery, and exchange rate.

NPV and IRR Sensitivity to Uranium Price

Uranium Price (US$/lb U3O8)	After-Tax NPV	After-Tax IRR
$100/lb U3O8	$8.13 Billion	81.6%
$90/lb U3O8	$7.20 Billion	76.8%
$80/lb U3O8	$6.27 Billion	71.5%
$70/lb U3O8	$5.33 Billion	65.8%
$60/lb U3O8	$4.40 Billion	59.5%
$50/lb U3O8 (Base Case)	$3.47 Billion	52.4%
$40/lb U3O8	$2.53 Billion	44.0%

10 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Operations Outlook

The Company intends to advance the development of the Project as outlined in the Rook I FS Technical Report.  The work will include:

- initiating FEED with a selected engineering, procurement, construction and management company; and

- conducting site confirmation and process plant optimization studies to support basic engineering.

Through 2021, the Company will continue to advance the EA and licensing activities and continue engagement with regulators and communities.  The Company has scheduled the initial CNSC Licence application for site preparation and construction and draft EIS to be completed in Q4 2021.

Health, Safety and Environment

NexGen places the health and safety of its people as the highest priority and is committed to sustainable development in a safe and responsible manner. NexGen recognizes that the long-term sustainability of its business is dependent upon elite stewardship in both the protection of the environment and the careful management of the exploration, development, and extraction of mineral resources.

Management is focused on maintaining a strong culture of safety, which includes equipping people with the tools, training, and mindset to result in constant safety awareness. NexGen strives for an incident-free workplace, while also recognizing the need for emergency preparedness. The Company has a site-specific emergency response plan and conducts periodic exercises followed by critical analysis that evaluates the response and recommends improvements. This plan is reviewed annually.

NexGen takes a proactive and long-term approach to risk management that supports investment in the practices needed to be successful and meet commitments.

The Company has implemented comprehensive COVID-19 protocols at each of its locations that are in line with the respective regional health authorities COVID-19 guidelines.

11 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Financial Results for the Period

Financial Results

Financial results for the three and six months ended June 30, 2021 and 2020 (Unaudited)

$000s		Three months ended June 30, 2021			Three months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020
Salaries, benefits, and director’s fees	$	2,026		$	959		$	4,477		$	1,970
Office, administrative, and travel		651			335			1,653			1,099
Professional fees		483			1,804			1,312			2,422
Depreciation		540			552			1,084			1,088
Share-based payments		11,381			2,701			13,578			4,379
		15,081			6,351			22,104			10,958
Finance income		(280	)		(55	)		(405	)		(240	)
Mark to market loss on convertible debentures		5,913			4,240			64,922			11,329
Interest expense on convertible debentures		492			3,146			2,720			6,172
Interest on lease liabilities		70			56			142			101
Gain on sale of assets		(2,236	)		—			(2,236	)		—
Foreign exchange loss (gain)		251			948			429			(793	)
Other income		(18	)		(13	)		(18	)		(21	)
Loss before taxes	$	19,273		$	14,673		$	87,658		$	27,506
Deferred income tax expense		526			3,799			257			1,352
Net loss	$	19,799		$	18,472		$	87,915		$	28,858
Basic and diluted loss per share attributable to NexGen shareholders	$	0.04		$	0.05		$	0.19		$	0.08

Three months ended June 30, 2021 versus three months ended June 30, 2020

During the three months ended June 30, 2021 (the “Current Quarter”), NexGen recorded a net loss of $19.8 million or $0.04 per share compared to the three months ended June 30, 2020 (the “Comparative Quarter”) with a net loss of $18.5 million or $0.05 per share, representing an increase in net loss of $1.3 million quarter over quarter. The increase in net loss was primarily due to the following:

• Salaries, benefits and directors’ fees increased by $1.0 million from $1.0 million during the Comparative Quarter to $2.0 million for the Current Quarter due to an increase in the number of employees in line with increased operations and the appointment of key personnel to strengthen the Company’s management.

• Office and administrative costs increased by $0.3 million in the Current Quarter compared to the Comparative Quarter. The increase is primarily related to higher sponsorships, and an overall increase in costs in line with increased operations compared to the Comparative Quarter.

• Professional fees decreased by $1.3 million from $1.8 million in the Comparative Quarter to $0.5 million in the Current Quarter. The decrease is primarily related to non-recurring legal fees incurred in Comparative Quarter pertaining to the 2020 Convertible Debentures.

12 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

• Share based compensation increased $8.7 million from $2.7 million during the Comparative Quarter to $11.4 million in the Current Quarter. The increase is due to 9,840,000 stock options granted during the Current Quarter compared to 4,625,000 in the Comparative Quarter and at a higher fair value than the Comparative Quarter.

• The Company recognized a mark-to-market loss on the convertible debentures of $5.9 million during the Current Quarter compared to a mark-to-market loss of $4.2 million during the Comparative Quarter. Mark-to-market gains and losses result from the fair value re-measurement of the convertible debentures at each reporting date, with any changes in the fair value being recognized in the loss and comprehensive loss for the period. The mark-to-market loss for the three months ended June 30, 2021 is due mainly to debt accretion from an increase in the Company’s and IsoEnergy’s share prices from March 31, 2021 to June 30, 2021.

• The interest expense on convertible debentures decreased by $2.6 million from $3.1 million in the comparative quarter to $0.5 million in the current quarter. The decrease is due to the early conversion of the 2016 and 2017 Convertible Debentures in the first quarter or 2021.

• The Company recognized a gain on sale of assets of $2.2 million resulting from IsoEnergy’s sale of its Clover, Gemini, and Tower uranium projects during the Current Quarter. Total proceeds on the sale were $2.3 million, and the cost of the properties was $0.1 million.

• Foreign exchange loss for the Current Quarter was $0.3 million compared to the Comparative Quarter’s loss of $0.9 million, representing a decrease in foreign exchange loss of $0.6. The difference relates to foreign exchange rate fluctuations realized on US dollar denominated transactions and payments translated into Canadian dollars in addition to unrealized foreign exchange rate fluctuations on US dollar cash and accounts payable balances held on each reporting period.

• Deferred income tax expense decreased by $3.3 million from $3.8 million in the Comparative Quarter to $0.5 million in Current Quarter. Deferred income tax is comprised of a recovery on losses recognized in the quarter, an expense relating to the sale of properties by IsoEnergy, and the change in credit risk relating to the convertible debentures. In the Comparative Quarter, the Company incurred an increased deferred income tax expense due to a higher change in credit risk relating to the convertible debenture compared to the Current Quarter.

Six months ended June 30, 2021 versus six months ended June 30, 2020

During the six months ended June 30, 2021 (the “Current Period”), NexGen recorded a net loss of $87.9 million or $0.19 per share attributable to NexGen shareholders compared to the six months ended June 30, 2020 (the “Comparative Period”) with a net loss of $28.9 million or $0.08 per share attributable to NexGen shareholders, representing an increase in net loss of $59.0 million. The increase in net loss of $59m was primarily due to the following:

• Salaries, benefits and directors’ fees increased by $2.5 million from $2.0 million during the Comparative Period to $4.5 million for the Current Period. The increase was a combination of a change in allocation of salaries from exploration and evaluation to general and administrative costs to reflect the activities of IsoEnergy, the resignation of IsoEnergy’s former CEO, and an increase in the number of employees in line with increased operations.

13 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

• Office and administrative costs increased by $0.6 million in the Current Period compared to the Comparative Period. The increase is primarily related to higher sponsorships, and regulatory and listing fees, and an overall increase in costs with the increased operations.

• Professional fees decreased by $1.1 million from $2.4 million in the Comparative Period to $1.3 million in the Current Period. The decrease is primarily related to non-recurring legal fees incurred in the Comparative Period pertaining to the 2020 Financing.

• Share based compensation increased $9.2 million from $4.4 million during the Comparative Period to $13.6 million in the Current Period. The increase is due to 10,090,000 stock options granted during the Current Period compared to 4,625,000 in the Comparative Period and at a higher fair value than the Comparative Period.

• The Company recognized a mark-to-market loss on the convertible debentures of $64.9 million during the six months ended June 30, 2021 compared to a mark-to-market loss of $11.3 million during the Comparative Period. Mark-to-market gains and losses result from the fair value re-measurement of the convertible debentures at each reporting date, with any changes in the fair value being recognized in the loss and comprehensive loss for the period. The mark-to-market loss for the period ended June 30, 2021 is due mainly to debt accretion from an increase in the Company’s and IsoEnergy’s share prices from December 31, 2020 to June 30, 2021, and the conversion of the 2016 and 2017 debentures at an increased share price compared to the share price at December 31, 2020.

• IsoEnergy sold its Clover, Gemini, and Tower uranium properties during the Current Period. Total proceeds on the sale were $2.3 million, and the cost of the properties was $0.1 million, resulting in a gain on sale of assets of $2.2 million.

• Foreign exchange loss (gain) for the Current Period was $0.4 million compared to the Comparative Period’s gain of $0.8 million, representing an increased foreign exchange loss of $1.2 million. The difference relates to foreign exchange rate fluctuations realized on US dollar denominated transactions and payments translated into Canadian dollars in addition to unrealized foreign exchange rate fluctuations on US dollar cash and accounts payable balances held on each reporting period.

• Deferred income tax expense decreased by $1.1 million from $1.4 million in the Comparative Period to $0.3 million in Current Period. Deferred income tax is comprised of a recovery on losses recognized in the quarter, an expense relating to the sale of properties by IsoEnergy, and the change in credit risk relating to the convertible debentures. In the Comparative Period, the Company incurred an increased deferred income tax expense due to a higher change in credit risk relating to the convertible debenture compared to the Current Period.

14 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Financial Position Summary

Statement of financial position summary as at June 30, 2021 (Unaudited) and December 31, 2020 (Audited)

$000s	June 30, 2021	December 31, 2020
Current assets
Cash	234,192	74,022
Marketable securities	3,001	—
Amounts receivable	370	304
Prepaid expenses and other	1,538	680
	239,101	75,006
Non-current assets
Exploration and evaluation assets	288,486	274,722
Equipment	7,197	7,579
Deposits	85	85
Total assets	534,869	357,392
Current liabilities
Trade and other payables	5,019	6,544
Lease liabilities	768	778
	5,787	7,322
Non-current liabilities
Convertible debentures	61,766	226,853
Long-term lease liabilities	2,880	3,253
Deferred income tax liabilities	1,033	712
Total liabilities	71,466	238,140
Equity
Equity attributable to NexGen Energy Ltd. Shareholders	438,422	94,251
Non-controlling interests	24,981	25,001
Total shareholders’ equity	463,403	119,252

15 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Liquidity and Capital Resources

On March 11, 2021 and March 16, 2021, NexGen closed the Offering for aggregate gross proceeds of approximately $150.3 million and the Over-Allotment Option for aggregate gross proceeds of approximately $22.5 million, respectively, for total gross proceeds of approximately $172.8 million. The Company intends to apply the net proceeds of the Offering and Over-Allotment Option towards the development of the Rook I Project, including site investigations, process plant optimizations and engineering, pre-commitment early works, and for general working capital as follows:

Activity or Nature of Expenditure	Approximate Use of Net Proceeds ($000s)
Development of Rook 1 Project
Site Investigation	$     9,000
Process Plant Optimizations	$     1,500
Engineering	$   35,000
Pre-Commitment Early Works	$   94,500
General working capital	$   23,205
Total	$ 163,205

NexGen had a working capital surplus of $233.3 million as at June 30, 2021 (December 31, 2020 - surplus of $67.7 million). The Company currently has sufficient cash to fund its current operating and administration costs.

The increase in working capital of $165.6 million from December 31, 2020 to June 30, 2021 was primarily attributable to the completion of the $172.8 million bought-deal financing.

In February 2021, the Company completed the conversion of US$120 million aggregate principal amount of convertible debentures into common shares of the Company. The converted debentures consisted of US$60 million aggregate principal amount of 7.5% unsecured convertible 2016 Debentures and the US$60 million aggregate principal amount of 7.5% unsecured convertible 2017 Debentures both due to mature on July 22, 2022.

The net change in cash position at June 30, 2021 compared to March 31, 2021 was an increase of $7.4 million, attributable to the following components of the statement of cash flows:

• NexGen’s operating outflow before working capital adjustments was $2.9 million (June 30, 2020 - outflow of $2.7 million) due to increased salaries as a result of increased operations offset by lower professional fees due to financing completed in the Comparative Quarter.

• Investing activities used $5.1 million, associated primarily with the exploration and development of the Rook 1 Project (June 30, 2020 - $3.3 million).

• Financing activities generated $17.0 million (June 30, 2020 - inflow of $38.6 million), mainly related to the proceeds from the exercise of stock options and from the ASX listing. In the Comparative Quarter, the Company issued convertible debt and received proceeds from a private placement, which did not occur in the Current Quarter.

16 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

The net change in cash position at June 30, 2021 compared to December 31, 2020 was an increase of $160.2 million, attributable to the following components of the statement of cash flows:

• NexGen’s operating outflow before working capital adjustments was $7.0 million (June 30, 2020 - outflow of $5.1 million) due to increased office and administrative costs and salaries as a result of increased operations and the resignation of IsoEnergy’s former CEO.

• Investing activities used $13.4 million, associated primarily with the exploration and development of the Rook 1 Project (June 30, 2020 - $11.0 million).

• Financing activities generated $181.4 million (June 30, 2020 - inflow of $38.4 million) related primarily to the closing of the $172.8 million bought-deal financing, and proceeds received from the exercise of options and the ASX listing.

Capital Management

The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and evaluation of assets. To effectively manage the entity’s capital requirements, the Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives.

In the management of capital, the Company considers all components of equity and debt, net of cash, and is dependent on third-party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining the required financing in the future or that such financing will be available on terms acceptable to the Company.

The properties in which the Company currently has an interest are in the exploration and development stage. As such, the Company has historically relied on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it determines that there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

As discussed in the section above entitled “Liquidity and Capital Resources”, the Company completed the Offering and Over-Allotment Option, raising gross proceeds of approximately $172.8 million in the period ended March 31, 2021. The Company holds sufficient US dollars to make all interest payments due under the convertible debentures until maturity.

The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended June 30, 2021.

Contractual Obligations and Commitments

Significant Undiscounted Obligations and Commitments as at June 30, 2021 (Unaudited)

$000s		Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years		Total
Trade and other payables	$	5,019	$	—	$	—	$	—	$	5,019
Convertible debenture		—		—		61,766		—		61,766
Lease liabilities		1,448		4,040		613		—		6,101
	$	6,467	$	4,040	$	62,379	$	—	$	72,886

17 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Summary of Quarterly Results

Summary of Quarterly Results (Unaudited)

	For the three months ended
	June 30,		Mar 31,		Dec 31,		Sept 30,
($000s except per share amounts)	2021		2021		2020		2020
Finance income		280		125		84		87
Net loss		19,799		68,116		64,117		21,515
Net loss for the period attributable to shareholders of NexGen Energy Ltd.		18,894		66,090		59,965		21,680
Basic and diluted net loss per share		0.04		0.17		0.16		0.06

	For the three months ended
	June 30		Mar 31,		Dec 31,		Sept 30,
($000s except per share amounts)	2020		2020		2019		2019
Finance income		55		185		291		406
Net loss		18,472		10,386		10,194		809
Net loss for the period attributable to shareholders of NexGen Energy Ltd.		18,246		9,937		9,935		520
Basic net loss per share		0.05		0.03		0.03		0.00
Diluted net loss per share		0.05		0.03		0.03		0.01

NexGen does not derive any revenue from its operations except for interest income from its cash and cash equivalent balances. Its primary focus is the acquisition, exploration, evaluation and development of resource properties.

The significant fluctuations in loss are mainly the result of mark-to-market losses recognized on the fair value re-valuation of the convertible debentures at each quarter driven primarily by the increase in share price, with any changes in the fair value being recognized in the loss for the quarter.

Interest income recorded as finance income has fluctuated depending on cash balances available to generate interest and the earned rate of interest.

The loss per period has also fluctuated depending on the Company’s activity level and periodic variances in certain items. Quarterly periods are therefore not comparable due to the nature and timing of exploration and development activities.

Related Party Transactions

Compensation of Key Management and Directors (Unaudited)

	Three months ended June 30,				Six months ended June 30,
$000s		2021		2020		2021		2020
Short-term compensation (1)	$	1,789	$	808	$	2,437	$	1,691
Share-based payments(2)		11,615		2,402		13,263		3,693
Consulting fees (3)		34		22		67		65
	$	13,438	$	3,232	$	15,767	$	5,449

18 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

⁽¹⁾ Short-term compensation to key management personnel for the three and six months ended June 30, 2021 amounted to $1,789 and $2,437 (2020 - $808 and $1,691) of which $1,638 and $2,236 (2020 - $682 and $1,276) was expensed and included in salaries, benefits and directors’ fees on the statement of net loss and comprehensive loss. The remaining $151 and $201 (2020 - $126 and $415) was capitalized to exploration and evaluation assets.

⁽²⁾ Share-based payments to key management personnel for the three and six month ended June 30, 2021 amounted to $11,615 and $13,263 (2020 - $2,402 and $3,693) of which $11,255 and $12,889 (2020 - $2,349 and $3,568) was expensed and $360 and $374 (2020 - $53 and $125) was capitalized to exploration and evaluation assets.

⁽³⁾ The Company used consulting services from Flying W Consulting Inc., which is associated with Brad Wall in relation to advice on corporate matters for the three and six months ended June 30, 2021 amounting to $34 and $67 (2020 - $22 and $65) pursuant to a consulting contract providing for a monthly service fee of $11 and terminable upon three months’ notice.

As at June 30, 2021, there was $44 (December 31, 2020 - $45) included in accounts payable and accrued liabilities owing to its directors and officers for compensation.

Outstanding Share Data

The authorized capital of NexGen consists of an unlimited number of common shares and an unlimited number of preferred shares. As at August 10, 2021, there were 476,116,415 common shares, 39,104,828 stock options with exercise prices ranging between $1.59 and $5.84 and no preferred shares issued and outstanding.

Outstanding Convertible Debentures at August 10, 2021

Convertible Debenture	Principal	Conversion Price	Type of shares issuable upon conversion	Number of shares issuable upon conversion(1)
2020 Convertible Debenture	US$15 million	$2.34	Common shares of NexGen	8,038,462
IsoEnergy Debenture	US$6 million	$0.88	Common shares of IsoEnergy	8,550,000

⁽¹⁾ Converted to Canadian dollars using closing foreign exchange rate of 1.2540 on August 10, 2021.

Off-Balance Sheet Arrangements

NexGen has not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative instrument obligations, or with respect to any obligations under a variable interest entity arrangement.

Segment Information

The Company operates in one reportable segment, being the acquisition, exploration and development of uranium properties. All of the Company’s non-current assets are located in Canada.

Accounting Policy Overview

Critical Accounting Policies and Judgements

The critical judgements that the Company’s management has made in the process of applying the Company’s accounting policies, apart from those involving estimations, that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements.

19 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Key Sources of Estimation Uncertainty

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities include impairment of exploration and evaluation assets, deferred income taxes, convertible debentures and share-based payments. Refer to the audited consolidated financial statements for the year ended December 31, 2020 and December 31, 2019 for further detail of the Company’s Critical Accounting Estimates.

Financial Instruments and Risk Management

The Company’s financial instruments consist of cash, amounts receivables, accounts payable and accrued liabilities and convertible debentures.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values.

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 values of the Company’s cash, amounts receivables, and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature.

The marketable securities are re-measured at fair value at each reporting date with any change in fair value recognized other comprehensive income. The marketable securities are classified as Level 1.

The convertible debentures are re-measured at fair value at each reporting date with any change in fair value recognized in profit or loss with the exception that under IFRS 9, the change in fair value that is attributable to change in credit risk is presented in other comprehensive income. The convertible debentures are classified as Level 2.

Risk Factors

Readers of this Management’s Discussion and Analysis should give careful consideration to the information included or incorporated by reference in this document and the Company’s condensed interim consolidated financial statements and related notes for the three and six months ended June 30, 2021 and 2020. For further details of risk factors, please refer to the most recent Annual Information Form dated March 19, 2021 filed on SEDAR at http://www.sedar.com, the 2020 year-end audited consolidated financial statements, and the below discussions.

20 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Financial Risks

The Company is exposed to varying degrees of a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of counterparty limits, controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments potentially subject to credit risk are cash and amounts receivable. The Company holds cash with large Canadian banks. The Company’s amounts receivable consists of input tax credits receivable from the Government of Canada and interest accrued on cash. Accordingly, the Company does not believe it is subject to significant credit risk.

The Company’s maximum exposure to credit risk is as follows:

	June 30, 2021		December 31, 2020
Cash	$	234,192	$	74,022
Amounts receivable		370		304
	$	234,562	$	74,326

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2021, NexGen had cash of $234,192 to settle accounts payable and accrued liabilities of $5,787.

Foreign Currency Risk

The functional currency of the Company and its subsidiaries is the Canadian dollar. The Company is affected by currency transaction risk and currency translation risk. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets, liabilities and operating results. Financial assets and liabilities subject to currency translation risk primarily includes US dollar denominated cash, US dollar accounts payable, 2020 Debentures and IsoEnergy Debentures. The Company maintains Canadian and US dollar bank accounts in Canada.

The Company is exposed to foreign exchange risk on its US dollar denominated convertible debentures and IsoEnergy Debentures. At maturity the US$21 million principal amount of the convertible debentures and IsoEnergy Debentures is due in full, and prior to maturity, at a premium upon the occurrence of certain events. The Company holds sufficient US dollars to make all cash interest payments due under the convertible debentures and IsoEnergy Debentures until maturity but not to pay the principal amount. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/US dollar exchange rate that may make the convertible debentures and IsoEnergy Debentures more costly to repay.

As at June 30, 2021, the Company’s US dollar net financial liabilities were US$36,808. Thus a 10% change in the Canadian dollar versus the US dollar exchange rates would give rise to a $4,562 change in loss and comprehensive loss.

The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

21 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Equity and Commodity Price Risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Accordingly, significant movements in share price may affect the valuation of the Marketable Securities and Convertible Debentures which may adversely impact its earnings.

Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. Future declines in commodity prices may impact the valuation of long-lived assets. The Company closely monitors commodity prices of uranium, individual equity movements, and the stock market to determine the appropriate course of action, if any, to be taken by the Company.

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash balances as of December 31, 2020. The Company manages interest rate risk by maintaining an investment policy for short-term investments. This policy focuses primarily on preservation of capital and liquidity. The Company monitors the investments it makes and is satisfied with the credit rating of its banks. The convertible debentures and IsoEnergy Debentures, in an aggregate principal amount of US$21 million, carry fixed interest rates of 7.5% and 8.5% respectively and are not subject to interest rate fluctuations.

Other Risk Factors

The operations of the Company are speculative due to the high-risk nature of its business which is the exploration of mining properties. For a comprehensive list of the risks and uncertainties facing the Company, please see “Risk Factors” in the Company’s most recent annual information form and below under “Industry and Economic Factors that May Affect the Business”. These are not the only risks and uncertainties that NexGen faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

During 2020, the World Health Organization declared a global pandemic known as COVID-19 and governments around the world enacted measures to combat the spread of the virus. The duration and impact of the COVID-19 outbreak is not known at this time, but the risks to the Company may include, but are not limited to, delays in the previously disclosed timelines and activity levels associated with the Company’s baseline engineering, environmental assessment and the ability to raise funds through debt and equity markets. To date, the Company’s operations and ability to raise funds have not been significantly impacted.  The Company has implemented proper COVID-19 protocols at each of its locations that are in line with the respective regional health authorities COVID-19 guidelines.

22 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Negative Impacts by an Outbreak of Infectious Disease or Pandemic

An outbreak of infectious disease, pandemic or a similar public health threat, such as the COVID-19 pandemic, and the response thereto, could adversely impact the Company, both operationally and financially. The global response to the COVID-19 pandemic has resulted in, among other things, border closures, severe travel restrictions and extreme fluctuations in financial and commodity markets. Additional measures may be implemented by one or more governments around the world in jurisdictions where the Company operates. Labour shortages due to illness, Company or government imposed isolation programs, or restrictions on the movement of personnel or possible supply chain disruptions could result in a reduction or interruption of the Company’s operations, including operational shutdowns or suspensions. The inability to continue ongoing exploration and development work could have a material adverse effect on the Company’s future cash flows, earnings, results of operations and financial condition. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of and the actions required to contain the COVID-19 pandemic or remedy its impact, among others.

Negative Operating Cash Flow and Dependence on Third Party Financing

The Company has no source of operating cash flow and there can be no assurance that the Company will ever achieve profitability. Accordingly, the Company is dependent on third-party financing to continue exploration activities on the Company’s properties, maintain capacity and satisfy contractual obligations. Accordingly, the amount and timing of expenditures depends on the Company’s cash reserves and access to third-party financing. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company’s properties, including the Rook I Project, or require the Company to sell one or more of its properties (or an interest therein). In particular, there can be no assurance that the Company will have achieved profitability prior to the maturity date and may be required to finance the repayment of all or a part of the principal amount of the Convertible Debentures. Failure to repay the Convertible Debentures in accordance with the terms thereof would have a material adverse effect on the Company’s financial position.

Uncertainty of Additional Financing

As stated above, the Company is dependent on third-party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company. The Company’s access to third-party financing depends on several factors including the price of uranium, the results of ongoing exploration, the Company’s obligations under the convertible debentures, a claim against the Company, a significant event disrupting the Company’s business or uranium industry generally, or other factors may make it difficult or impossible to obtain financing through debt, equity, or other means on favourable terms, or at all. As previously stated, failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company’s properties, including the Rook I Project, or require the Company to sell one or more of its properties (or an interest therein).

23 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

The Price of Uranium Price and Alternate Sources of Energy

The price of uranium is at historically low levels and the price of the Company’s securities is highly sensitive to fluctuations in the price of uranium. Historically, the fluctuations in these prices have been, and are expected to continue to be, affected by numerous factors beyond the Company’s control. Such factors include, among others: demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear accident; improvements in nuclear reactor efficiencies; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess inventories by governments and industry participants; and production levels and production costs in key uranium producing countries.

In addition, nuclear energy competes with other sources of energy like oil, natural gas, coal and hydro-electricity. These sources are somewhat interchangeable with nuclear energy, particularly over the longer term. If lower prices of oil, natural gas, coal and hydro-electricity are sustained over time, it may result in lower demand for uranium concentrates and uranium conversion services, which, among other things, could lead to lower uranium prices. Growth of the uranium and nuclear power industry will also depend on continuing and growing public support for nuclear technology to generate electricity. Unique political, technological and environmental factors affect the nuclear industry, exposing it to the risk of public opinion, which could have a negative effect on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident at a nuclear reactor anywhere in the world could affect acceptance of nuclear energy and the future prospects for nuclear generation.

All of the above factors could have a material and adverse effect on the Company’s ability to obtain the required financing in the future or to obtain such financing on terms acceptable to the Company, resulting in material and adverse effects on its exploration and development programs, cash flow and financial condition.

Exploration Risks

Exploration for mineral resources involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The risks and uncertainties inherent in exploration activities include but are not limited to: general economic, market and business conditions, the regulatory process and actions, failure to obtain necessary permits and approvals, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and management’s capacity to execute and implement its future plans. There is also no assurance that even if commercial quantities of ore are discovered that it will be developed and brought into commercial production. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, most of which factors are beyond the control of the Company and may result in the Company not receiving adequate return on investment capital.

Uninsurable Risks

Mining operations generally involve a high degree of risk. Exploration, development and production operations on mineral properties involve numerous risks, including but not limited to unexpected or unusual geological operating conditions, seismic activity, rock bursts, cave-ins, fires, floods, landslides, earthquakes and other environmental occurrences, and political and social instability, any of which could result in damage to, or destruction of life or property, environmental damage and possible legal liability. Although the Company believes that appropriate precautions to mitigate these risks are being taken, operations are subject to hazards such as equipment failure or failure of structures, which may result in environmental pollution and consequent liability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate the Company's future profitability and result in increasing costs and a decline in the value of the common shares. While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or be excluded from coverage. The potential costs that could be associated with any liabilities not covered by insurance or in excess of insurance coverage may cause substantial delays and require significant capital outlays, thereby adversely affecting the Company's business and financial condition.

24 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Reliance upon Key Management and Other Personnel

The Company relies on the specialized skills of management in the areas of mineral exploration, geology and business negotiations and management. The loss of any of these individuals could have an adverse effect on the Company. The Company does not currently maintain key-man life insurance on any of its key employees. In addition, as the Company’s business activity continues to grow, it will require additional key financial, administrative and qualified technical personnel. Although the Company believes that it will be successful in attracting, retaining and training qualified personnel, there can be no assurance of such success. If it is not successful in attracting, retaining and training qualified personnel, the efficiency of the Company’s business could be affected, which could have an adverse impact on its future cash flows, earnings, results of operation and financial condition.

Imprecision of Mineral Resource Estimates

Mineral Resource figures are estimates, and no assurances can be given that the estimated levels of uranium will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that its Mineral Resource estimate is well established and reflects management’s best estimates, by their nature, Mineral Resource estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Should the Company encounter mineralization or formations different from those predicted by past sampling and drilling, resource estimates may have to be adjusted.

These are not the only risks and uncertainties that NexGen faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

25 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Industry and Economic Factors that May Affect the Business

The business of mining for minerals involves a high degree of risk. NexGen is an exploration and development company and is subject to risks and challenges similar to companies in a comparable stage and industry. These risks include, but are not limited to, the challenges of securing adequate capital, exploration, development and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary permitting; as well as global economic and uranium price volatility; all of which are uncertain.

The underlying value of the Company’s exploration and evaluation assets is dependent upon the existence and economic recovery of mineral reserves and is subject to, but not limited to, the risks and challenges identified above. Changes in future conditions could require material write-downs of the carrying value of the Company’s exploration and evaluation assets.

In particular, the Company does not generate revenue. As a result, the Company continues to be dependent on third-party financing to continue exploration and development activities on the Company’s properties, maintain capacity and satisfy contractual obligations including servicing the interest payments due on the convertible debentures and repaying the principal amount thereof at maturity (or sooner in the event of redemption in accordance with the terms of the convertible debentures). Accordingly, the Company’s future performance will be most affected by its access to financing, whether debt, equity or other means.

Access to such financing, in turn, is affected by general economic conditions, the price of uranium, exploration risks and the other factors described in the section entitled "Risk Factors" in the Company’s most recent annual information form.

For further information on Risk Factors, refer to those set forth in the Company’s Annual Information Form dated March 19, 2021, filed under the Company’s profile on SEDAR at www.sedar.com on EDGAR at www.edgar.gov.

Disclosure Controls and Procedures

Internal Controls Over Financial Reporting

Disclosure controls and procedures have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate and recorded, processed, summarized and reported to allow timely decisions with respect to required disclosure, including in its annual filings, interim filings or other reports filed or submitted by it under securities legislation. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the Company’s disclosure controls and procedures, that as of June 30, 2021, the Company’s disclosure controls and procedures have been designed to provide reasonable assurance that material information relating to the Company is made known to them by others within the Company.

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing adequate internal control over financial reporting. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation, that the internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

26 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Changes in Internal Controls

During the six months ended June 30, 2021, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Limitations of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

Technical Disclosure

All scientific and technical information in this MD&A is derived from the Company’s Rook I FS Technical Report. For details of the Rook I Project, including the key assumptions, parameters and methods used to estimate the updated mineral resource, please refer to the the Rook I FS Technical Report filed under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.edgar.gov.

All scientific and technical information in this MD&A has been reviewed and approved by Mr. Anthony (Tony) George, P.Eng., Chief Project Officer and Mr. Troy Boisjoli, Geoscience Licensee, Vice President - Exploration & Community for NexGen. Each of Mr. George and Mr. Boisjoli is a qualified person for the purposes of NI 43-101. Mr. Boisjoli has verified the sampling, analytical, and test data underlying the information or opinions contained herein by reviewing original data certificates and monitoring all of the data collection protocols.

Natural gamma radiation in drill core reported in this MD&A was measured in counts per second (cps) using a Radiation Solutions Inc. RS-120 gamma-ray scintillometer. The reader is cautioned that total count gamma readings may not be directly or uniformly related to uranium grades of the rock sample measured; they should be used only as a preliminary indication of the presence of radioactive minerals.

All references in this MD&A to “mineral resource”, “inferred mineral resource”, “indicated mineral resource” and “measured mineral resource” have the meanings ascribed to those terms by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended “mineral e Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended.

27 

NexGen Energy Ltd.
Management’s Discussion and Analysis for the three and six months ended June 30, 2021
(expressed in thousands of Canadian dollars, except as noted)

Approval

The Board approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, including the Company’s current annual information form, on the Company’s profile SEDAR website at www.sedar.com and on EDGAR at www.edgar.gov or by contacting the Company’s Corporate Secretary, located at Suite 3150, 1021 West Hastings Street, Vancouver, BC V6E 0C3 or at (604) 428-4112.

28 

EX-99.3

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Leigh Curyer, Chief Executive Officer of NexGen Energy Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of NexGen Energy Ltd. (the “issuer”) for the interim period ended June 30, 2021.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2021 and ended on June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 11, 2021

“Leigh Curyer”

_______________________

Leigh Curyer

Chief Executive Officer

EX-99.4

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Harpreet Dhaliwal, Chief Financial Officer of NexGen Energy Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of NexGen Energy Ltd. (the “issuer”) for the interim period ended June 30, 2021.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2021 and ended on June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 11, 2021

“Harpreet Dhaliwal”

_______________________

Harpreet Dhaliwal

Chief Financial Officer