Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Share Name	Share Symbol	Market	Type
NexGen Energy Ltd	NYSE:NXE	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.02	0.29%	6.80	6.88	6.605	6.69	6,336,674	23:49:47

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 2024

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 ☑

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. 333-266575).

EXHIBIT INDEX

Exhibit	Description

99.1	Unaudited Condensed Consolidated Interim Financial Statements for the Periods Ending June 30, 2024 and 2023
99.2	Management’s Discussion and Analysis For the Three and Six Months Ended June 30, 2024
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 7, 2024.

	NEXGEN ENERGY LTD.



	By:	/s/ Benjamin Salter
		Name: Benjamin Salter
		Title: Chief Financial Officer

Exhibit 99.1

Condensed Interim Consolidated Financial Statements

June 30, 2024 and 2023

(expressed in thousands of Canadian dollars) - Unaudited

NexGen Energy Ltd.

Condensed Interim Consolidated Statements of Financial Position

(expressed in thousands of Canadian Dollars) - Unaudited

	June 30, 2024			December 31, 2023			January 1, 2023
Assets					Restated - Note 3(d)			Restated - Note 3(d)
Current assets
Cash	$	572,363		$	290,743		$	134,447
Marketable securities		—			—			5,775
Amounts receivable		1,323			1,940			1,801
Prepaid expenses and other assets		8,504			13,770			2,165
Lease receivable (Note 10(a))		512			512			—
		582,702			306,965			144,188
Non-current assets
Exploration and evaluation assets (Note 5)		507,585			451,356			405,248
Property and equipment (Note 6)		5,910			5,404			5,048
Investment in associate (Note 7)		238,501			240,116			—
Deposits		82			82			76
Strategic inventory (Note 8)		341,150			—			—
Lease receivable (Note 10(a))		3,246			3,502			—
Total assets	$	1,679,176		$	1,007,425		$	554,560

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	20,438		$	26,986		$	13,723
Lease liabilities (Note 10(c))		968			926			775
Flow-through share premium liability		—			—			2,069
Convertible debentures (Note 9)		464,685			158,478			80,021
		486,091			186,390			96,588
Non-current liabilities
Long-term lease liabilities (Note 10(c))		523			1,016			1,688
Deferred income tax liabilities		—			—			867
Total liabilities	$	486,614		$	187,406		$	99,143

Equity
Share capital (Note 11)	$	1,385,500		$	1,009,130		$	712,603
Reserves (Note 11)		124,552			116,934			94,680
Accumulated other comprehensive income		7,938			(2,041	)		460
Accumulated deficit		(325,428	)		(304,004	)		(389,867	)
Equity attributable to NexGen Energy Ltd. shareholders		1,192,562			820,019			417,876
Non-controlling interests		—			—			37,541
Total equity		1,192,562			820,019			455,417
Total liabilities and equity	$	1,679,176		$	1,007,425		$	554,560

Nature of operations (Note 2)

Commitments (Note 15)

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

NexGen Energy Ltd.

Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

(expressed in thousands of Canadian Dollars, except per share and share information) - Unaudited

	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Expenses
Salaries, benefits and directors’ fees	$	2,628		$	2,769		$	5,369		$	5,018
Office, administrative, and travel		4,612			2,134			9,765			5,607
Professional fees and insurance		3,790			4,362			6,812			5,970
Depreciation (Note 6)		564			426			1,080			825
Share-based payments (Note 11(b))		6,018			5,690			12,084			12,173
		(17,612	)		(15,381	)		(35,110	)		(29,593	)

Finance income		5,923			1,247			9,428			2,603
Mark-to-market gain (loss) on convertible debentures (Note 9)		29,714			(2,680	)		13,432			1,124
Interest expense on convertible debentures (Note 9)		(6,056	)		(690	)		(9,431	)		(1,378	)
Interest on lease liabilities (Note 10(c))		(31	)		(40	)		(64	)		(84	)
Share of net loss from associate (Note 7)		(1,940	)		—			(3,517	)		—
Gain (loss) on dilution of ownership interest in associate (Note 7)		(66	)		—			155			—
Foreign exchange gain (loss)		68			(436	)		797			(535	)
Other expense		(159	)		—			(159	)		—
Income (loss) before taxes		9,841			(17,980	)		(24,469	)		(27,863	)

Deferred income tax recovery		3,355			482			3,045			1,258
Net income (loss)		13,196			(17,498	)		(21,424	)		(26,605	)

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 9)		12,425			(16	)		11,277			(89	)
Change in fair value of marketable securities		—			(173	)		—			(562	)
Deferred income tax recovery (expense)		(3,355	)		20			(3,045	)		73
Share of other comprehensive income (loss) of associate (Note 7)		(630	)		—			1,747			—
Net comprehensive income (loss)	$	21,636		$	(17,667	)	$	(11,445	)	$	(27,183	)
Net income (loss) attributable to:
Shareholders of NexGen Energy Ltd.	$	13,196		$	(19,292	)	$	(21,424	)	$	(25,950	)
Non-controlling interests		—			1,794			—			(655	)
	$	13,196		$	(17,498	)	$	(21,424	)	$	(26,605	)
Net comprehensive income (loss) attributable to:
Shareholders of NexGen Energy Ltd.	$	21,636		$	(19,376	)	$	(11,445	)	$	(26,240	)
Non-controlling interests		—			1,709			—			(943	)
	$	21,636		$	(17,667	)	$	(11,445	)	$	(27,183	)

Earnings (loss) per share attributable to NexGen Energy Ltd. shareholders (Note 16)
Basic earnings (loss) per share	$	0.02		$	(0.04	)	$	(0.04	)	$	(0.05	)
Diluted loss per share	$	(0.02	)	$	(0.04	)	$	(0.04	)	$	(0.05	)

Weighted average common shares outstanding (Note 16)
Basic		551,519,415			486,577,487			544,020,730			486,937,485
Diluted		613,813,089			486,577,487			544,020,730			486,937,485

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

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,
	2024			2023			2024			2023
Net income (loss) for the period:	$	13,196		$	(17,498	)	$	(21,424	)	$	(26,605	)
Adjust for:
Depreciation (Note 6)		564			426			1,080			825
Share-based payments (Note 11(b))		6,018			5,690			12,084			12,173
Mark-to-market (gain) loss on convertible debenture (Note 9)		(29,714	)		2,680			(13,432	)		(1,124	)
Interest expense on convertible debentures (Note 9)		6,056			690			9,431			1,378
Interest on lease liabilities (Note 10(c))		31			40			64			84
Share of net loss from associate (Note 7)		1,940			—			3,517			—
(Gain) loss on dilution of ownership interest in associate (Note 7)		66			—			(155	)		—
Deferred income tax recovery		(3,355	)		(482	)		(3,045	)		(1,258	)
Unrealized foreign exchange (gain) loss		(68	)		291			(797	)		330
Other expense		159			—			159			—
Operating cash flows before working capital		(5,107	)		(8,163	)		(12,518	)		(14,197	)
Changes in working capital items:
Accounts receivable		2,303			798			530			684
Prepaid expenses and other		1,139			(8,104	)		1,979			(8,182	)
Accounts payable and accrued liabilities		(715	)		391			(1,714	)		(1,025	)
Cash used in operating activities	$	(2,380	)	$	(15,078	)	$	(11,723	)	$	(22,720	)

Expenditures on exploration and evaluation assets (Note 5)		(26,054	)		(22,729	)		(58,947	)		(41,201	)
Acquisition of marketable securities		—			(2,000	)		—			(2,000	)
Acquisition of property and equipment (Note 6)		(687	)		(4,418	)		(1,745	)		(4,448	)
Cash used in investing activities	$	(26,741	)	$	(29,147	)	$	(60,692	)	$	(47,649	)

Proceeds from at-the-market equity program, net of issuance costs (Note 11)		—			—			130,237			27,037
Proceeds from ASX CDI offering, net of issuance costs (Note 11)		216,321			—			216,321			—
Proceeds from exercise of options		6,756			10,348			11,737			11,185
Payment of lease liabilities (Note 10(c))		(257	)		(232	)		(515	)		(461	)
Interest paid on convertible debentures		(4,536	)		(938	)		(4,536	)		(938	)
Cash provided by financing activities	$	218,284		$	9,178		$	353,244		$	36,823

Realized foreign exchange gain (loss) on cash		41			(291	)		791			(330	)
Increase (decrease) in cash	$	189,204		$	(35,338	)	$	281,620		$	(33,876	)

Cash, beginning of period		383,159			135,909			290,743			134,447
Increase (decrease) in cash		189,204			(35,338	)		281,620			(33,876	)
Cash, end of period	$	572,363		$	100,571		$	572,363		$	100,571

Supplemental cash flow information (Note 12)

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

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 Income (Loss)			Accumulated Deficit			Attributable to shareholder’s of NexGen Energy Ltd.			Non-controlling interests			Total
Balance at December 31, 2022		482,530,145	$	712,603	$	94,680		$	460		$	(389,867	)	$	417,876		$	37,541		$	455,417
At-the-market equity program, net of issuance costs (Note 11)		4,494,959		27,566		—			—			—			27,566			—			27,566
Share-based payments (Note 11(b))		—		—		11,664			—			—			11,664			2,802			14,466
Shares issued on exercise of stock options (Note 11(b))		3,878,815		18,024		(7,234	)		—			—			10,790			—			10,790
Shares issued for convertible debenture interest payments (Note 9)		46,038		270		—			—			—			270			—			270
Ownership changes relating to non-controlling interests		—		—		—			—			271			271			290			561
Net loss for the period		—		—		—			—			(25,950	)		(25,950	)		(655	)		(26,605	)
Other comprehensive loss		—		—		—			(290	)		—			(290	)		(288	)		(578	)
Balance at June 30, 2023		490,949,957	$	758,463	$	99,110		$	170		$	(415,546	)	$	442,197		$	39,690		$	481,887

Balance at December 31, 2023		525,340,525	$	1,009,130	$	116,934		$	(2,041	)	$	(304,004	)	$	820,019		$	—		$	820,019
At-the-market equity program, net of issuance costs (Note 11)		13,000,800		129,955		—			—			—			129,955			—			129,955
Shares issued on ASX CDI Offering, net of issuance costs (Note 11)		20,161,290		216,075		—			—			—			216,075			—			216,075
Share-based payments (Note 11(b))		—		—		13,898			—			—			13,898			—			13,898
Shares issued on exercise of stock options (Note 11(b))		4,854,994		18,017		(6,280	)		—			—			11,737			—			11,737
Shares issued for convertible debenture interest payments (Note 9)		215,219		2,088		—			—			—			2,088			—			2,088
Shares issued for convertible debentures establishment fee (Note 9)		909,090		10,235		—			—			—			10,235			—			10,235
Net loss for the period		—		—		—			—			(21,424	)		(21,424	)		—			(21,424	)
Other comprehensive income		—		—		—			9,979			—			9,979			—			9,979
Balance at June 30, 2024		564,481,918	$	1,385,500	$	124,552		$	7,938		$	(325,428	)	$	1,192,562		$	—		$	1,192,562

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

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(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”) under the symbol “NXE” and is a reporting issuer in each of the provinces of Canada. On July 2, 2021, the Company commenced trading on the Australian Stock Exchange (the “ASX”) under the symbol “NXG”. On March 4, 2022, the Company up-listed from NYSE American exchange (the “NYSE American”) and began trading on the New York Stock Exchange (“NYSE”) under the symbol “NXE”.

The Company has three wholly owned subsidiaries: NXE Energy Royalty Ltd., NXE Energy SW1 Ltd., and NXE Energy SW3 Ltd. (collectively, the “Subsidiaries”). The Subsidiaries were incorporated to hold certain exploration assets of the Company. In 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.

On December 5, 2023, NexGen deconsolidated IsoEnergy due to the completion of a merger between IsoEnergy and Consolidated Uranium Inc., which resulted in NexGen losing control of IsoEnergy. The Company’s investment in IsoEnergy has been accounted for using the equity method of accounting from this date. The Company owns approximately 32.8% of IsoEnergy’s outstanding common shares as of June 30, 2024 (December 31, 2023 - 33.9%). IsoEnergy’s shares commenced trading on the TSX on July 8, 2024 and ceased trading on the TSX-V at the close of business on July 5, 2024.

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, 2024, the Company had an accumulated deficit of $325,428, working capital of $96,611 including the convertible debentures, and $572,363 of cash. Although the Company will be required to obtain additional funding to continue with the exploration and development of its mineral properties, the Company has sufficient working capital to meet its current obligations for at least the next fifteen months.

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, 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; and the challenges of securing adequate capital; 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.

3.	BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES

a)	Basis of Presentation

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 issued by the International Accounting Standards Board. 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, 2023 and 2022 (“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 for the net realizable value assessment related to strategic inventory (Note 3(c)), and the adoption of amendments to IAS 1 as in Note 3(d).

On August 6, 2024, the Audit Committee of the Board of Directors authorized these financial statements for issuance.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

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, 2024 are as follows:

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

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

c)	Adoption of material accounting policies

Inventories

Inventories are measured at the lower of cost and net realizable value at each reporting period. Cost is comprised of cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is based on the most reliable evidence available at the time the estimates are made, of the amount the inventories are expected to realize in the time period the inventories are expected to be sold. Inventories that are not expected to be sold within 12 months are classified as strategic inventory, a non-current asset.

d)	Adoption of new accounting standards

Amendments to IAS 1 related to the Classification of Liabilities as Current or Non-Current, as issued in 2020, aim to clarify the requirements on determining whether a liability is current or non-current, and apply retrospectively for annual reporting periods beginning on or after January 1, 2024. Among other items, the amendments clarify how a company classifies a liability that can be settled in its own shares.

Under the amendments to IAS 1, when a liability includes a counterparty conversion option that may be settled in the Company’s common shares, the Company takes into account the conversion option in classifying the liability as current or non-current, except when it is classified as an equity component of a compound instrument. Previously, the Company did not take the conversion options of the counterparty to the Company’s convertible debentures into account when classifying the convertible debentures as current or non-current.

The Company has applied the amendments retrospectively for the period ended June 30, 2024, resulting in the balance of principal outstanding for the convertible debentures being classified in full as a current liability and restated for comparative periods December 31, 2023 and January 1, 2023.

4.	CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS IN ACCOUNTING POLICIES

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, except for the adoption of amendments to IAS 1 (Note 3(d)) and the net realizable value assessment related to strategic inventory (Note 3(c)), and actual results may differ from these estimates.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

5.	EXPLORATION AND EVALUATION ASSETS

	Rook I			Other Athabasca Basin Properties		IsoEnergy Properties			Total
Acquisition Cost
Balance at December 31, 2023	$	235		$	1,459	$	—		$	1,694
Additions		—			—		—		$	—
Balance as at June 30, 2024	$	235		$	1,459	$	—		$	1,694
Deferred exploration costs
Balance at December 31, 2023		428,398			21,264		—			449,662
Additions:
Camp and infrastructure		13,510			—		—			13,510
General exploration and drilling		12,524			550		—			13,074
Environmental, permitting, and engagement		7,880			—		—			7,880
Technical, engineering and design		4,406			—		—			4,406
Geological and geophysical		166			1,583		—			1,749
Labour and wages		12,720			464		—			13,184
Share-based payments (Note 11(b))		1,814			—		—			1,814
Travel		612			—		—			612
Total Additions		53,632			2,597		—			56,229
Balance as at June 30, 2024	$	482,030		$	23,861	$	—		$	505,891
Total costs, June 30, 2024	$	482,265		$	25,320	$	—		$	507,585

		Rook I			Other Athabasca Basin Properties		IsoEnergy Properties			Total
Acquisition cost
Balance at December 31, 2022	$	235		$	1,458	$	26,628		$	28,321
Additions		—			1		4			5
Disposals due to deconsolidation of IsoEnergy		—			—		(26,632	)		(26,632	)
Balance as at December 31, 2023	$	235		$	1,459	$	—		$	1,694
Deferred exploration costs
Balance at December 31, 2022	$	329,012		$	9,603	$	38,312		$	376,927
Additions:
General exploration and drilling		6,488			7,574		5,514			19,576
Environmental, permitting, and engagement		17,583			—		—			17,583
Technical, engineering and design		59,863			—		54			59,917
Geochemistry and assays		—			—		143			143
Geological and geophysical		323			2,978		2,732			6,033
Labour and wages		14,796			1,109		1,048			16,953
Share-based payments		5,605			—		1,262			6,867
Travel		954			—		303			1,257
Total Additions		105,612			11,661		11,056			128,329
Disposals due to deconsolidation of IsoEnergy		(6,226	)		—		(49,368	)		(55,594	)
Balance as at December 31, 2023	$	428,398		$	21,264	$	—		$	449,662
Total costs, December 31, 2023	$	428,633		$	22,723	$	—		$	451,356

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

6.	PROPERTY AND EQUIPMENT

	Machinery and Equipment			Computer Equipment and Software			Other		Total
Cost
As at December 31, 2022	$	6,665		$	1,978		$	5,891	$	14,534
Additions		6,009			66			253		6,328
Disposals		(101	)		—			—		(101	)
Transfer to lease receivable (Note 10(a))		(4,100	)		—			—		(4,100	)
Disposals due to deconsolidation of IsoEnergy		(107	)		(65	)		—		(172	)
As at December 31, 2023	$	8,366		$	1,979		$	6,144	$	16,489
Additions		1,621			124			—		1,745
Disposals		(159	)		—			—		(159	)
Balance as at June 30, 2024	$	9,828		$	2,103		$	6,144	$	18,075
Accumulated Depreciation
As at December 31, 2022	$	4,703		$	1,731		$	3,098	$	9,532
Depreciation		626			162			980		1,768
Disposals		(81	)		—			—		(81	)
Disposals due to deconsolidation of IsoEnergy		(69	)		(65	)		—		(134	)
Balance as at December 31, 2023	$	5,179		$	1,828		$	4,078	$	11,085
Depreciation		495			57			528		1,080
Balance as at June 30, 2024	$	5,674		$	1,885		$	4,606	$	12,165

Net book value at December 31,2023	$	3,187		$	151		$	2,066	$	5,404
Net book value at June 30, 2024	$	4,154		$	218		$	1,538	$	5,910

7.	INVESTMENT IN ASSOCIATE

	IsoEnergy Ltd.
Balance, December 31, 2022	$	—
Fair value of retained interest in IsoEnergy on December 5, 2023		239,735
Share of net income from associate		920
Share of other comprehensive loss from associate		(539	)
Balance, December 31, 2023	$	240,116
Gain on dilution of ownership interest in associate		155
Share of net loss from associate		(3,517	)
Share of other comprehensive income from associate		1,747
Balance, June 30, 2024	$	238,501
Fair value of investment in associate as at June 30, 2024	$	227,426

The fair value of the investment in associate as at June 30, 2024 is measured using the closing market price of IsoEnergy on June 28, 2024.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

Summarized financial information for IsoEnergy is as follows:

	Six months ended June 30, 2024			Year ended December 31, 2023
Cash	$	49,121		$	37,033
Other current assets		1,437			1,192
Marketable securities		17,484			17,036
Assets held for sale		8,254			—
Non-current assets		300,955			291,937
Total assets	$	377,251		$	347,198

Current liabilities		49,002			41,065
Non-current liabilities		3,257			3,113
Total liabilities	$	52,259		$	44,178

Net loss	$	(10,789	)	$	(18,689	)
Other comprehensive income (loss)	$	5,166		$	(2,618	)
Total comprehensive loss	$	(5,623	)	$	(21,307	)

8.	STRATEGIC INVENTORY

On May 28, 2024, the Company closed an agreement to purchase 2,702,410 pounds of natural uranium concentrate (“U₃O₈”) for an aggregate purchase price of $341,150 (US$250 million), which was satisfied through the issuance of US$250 million aggregate principal amount of five year, 9.0% per annum unsecured convertible debentures (the “2024 Debentures”) (Note 9).

9.	CONVERTIBLE DEBENTURES

	2024 Debentures			2023 Debentures			2020 Debentures			2020 IsoEnergy Debentures			2022 IsoEnergy Debentures			Total
Fair value at December 31, 2022	$	—		$	—		$	52,615		$	22,269		$	5,137		$	80,021
Fair value on issuance		—			143,702			—			—			—			143,702
Fair value adjustment		—			14,776			20,158			13,938			1,305			50,177
Settlement with shares		—			—			(72,773	)		—			—			(72,773	)
Disposals due to deconsolidation of IsoEnergy		—			—			—			(36,207	)		(6,442	)		(42,649	)
Fair value at December 31, 2023	$	—		$	158,478		$	—		$	—		$	—		$	158,478
Fair value on issuance		330,916			—			—			—			—			330,916
Fair value adjustment		(23,777	)		(932	)		—			—			—			(24,709	)
Fair Value at June 30, 2024	$	307,139		$	157,546		$	—		$	—		$	—		$	464,685

The fair value of the debentures increased from $158,478 on December 31, 2023 to $464,685 at June 30, 2024. $330,916 of the balance of convertible debentures at June 30, 2024 relates to the issuance of the 2024 Debentures. The remaining change is attributable to mark-to-market gains of $42,139 and $24,709 for the three and six months ended June 30, 2024, respectively (three and six months ended June 30, 2023 - loss of $2,696 and gain of $1,035, respectively). The gain for the three and six months ended June 30, 2024 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 income (loss) of gains of $12,425 and $11,277 for the three and six months ended June 30, 2024, respectively (three and six months ended June 30, 2023 - loss of $16 and $89, respectively) and the remaining amount recognized in the consolidated statement of income (loss) for the three and six months ended June 30, 2024 with gains of $29,714 and $13,432, respectively (three and six months ended June 30, 2023 - loss of $2,680 and gain of $1,124, respectively). The interest expense during the three and six months ended June 30, 2024 was $6,056 and $9,431, respectively (three and six months ended June 30, 2023 - $690 and $1,378, respectively).

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

2020 Debentures

On September 28, 2023, the holders of the 2020 Debentures elected to convert their US$15 million principal amount of 7.5% unsecured convertible debentures, due to mature on May 27, 2025, into common shares of the Company. The Company issued 8,663,461 common shares relating to the conversion of the principal and 19,522 common shares relating to the accrued and unpaid interest up to the date of conversion for the 2020 Debentures. The amounts recorded in other comprehensive income as a result of changes in credit risk of the 2020 Debentures from inception through to conversion totaling losses of $361 were reclassified to accumulated deficit. The fair value of the 2020 Debentures at conversion was based on the number of shares issued at the closing share price on the conversion date of $8.40. 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.

2023 Debentures

On September 22, 2023, the Company entered into a US$110 million private placement of unsecured convertible debentures (the “2023 Debentures”). The Company received gross proceeds of $148,145 (US$110 million), and paid a 3% establishment fee of $4,443 (US$3,300) to the debenture holders through the issuance of 634,615 common shares. The fair value of the 2023 Debentures on issuance date was determined to be $143,702 (US$106,700).

The 2023 Debentures bear interest at a rate of 9% per annum, payable semi-annually in US dollars on June 10 and December 10 in each year. Two thirds of the interest (equal to 6% per annum) is payable in cash and one third of the interest (equal to 3% 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 NYSE for the 20 consecutive trading days ending three trading days preceding the date on which such interest payment is due. The 2023 Debentures are convertible at any time into common shares of the Company at the option of the debenture holders under certain conditions, at a conversion price of US$6.76 into a maximum of 16,272,189 common shares of the Company.

The 2023 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, 2024 and December 31, 2023 are as follows:

	June 30, 2024	December 31, 2023
Volatility	48.00%	43.00%
Expected life	4.2 years	4.7 years
Risk free interest rate	4.12%	3.84%
Expected dividend yield	0%	0%
Credit spread	22.32%	16.60%
Underlying share price of the Company	US$6.98	US$7.00
Conversion exercise price	US$6.76	US$6.76

2024 Debentures

On May 28, 2024, the Company closed an agreement to purchase 2,702,410 pounds of U₃O₈ (Note 8) for an aggregate purchase price of US$250 million, which was satisfied through the issuance of US$250 million of unsecured convertible debentures. The Company paid a 3% establishment fee of $10,235 (US$7,500) to the debenture holders through the issuance of 909,090 common shares. The fair value of the 2024 Debentures on issuance date was determined to be $330,916 (US$242,500).

The 2024 Debentures bear interest at a rate of 9% per annum, payable semi-annually in US dollars on June 10 and December 10 in each year. Two thirds of the interest (equal to 6% per annum) is payable in cash and one third of the interest (equal to 3% per annum) is payable, subject to any required regulatory approval, in common shares of the Company, using the VWAP of the common shares on the NYSE for the 20 consecutive trading days ending three trading days preceding the date on which such interest payment is due. The 2024 Debentures are convertible at any time into common shares of the Company at the option of the debenture holders under certain conditions, at a conversion price of US$10.73 into a maximum of 23,299,161 common shares of the Company.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

The 2024 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, 2024 and May 28, 2024 are as follows:

	June 30, 2024	May 28, 2024
Volatility	48.00%	44.00%
Expected life	4.9 years	5.0 years
Risk free interest rate	4.06%	4.29%
Expected dividend yield	0%	0%
Credit spread	22.32%	22.12%
Underlying share price of the Company	US$6.98	US$7.94
Conversion exercise price	US$10.73	US$10.73

10.

LEASES

(a)

Lease receivable

On April 5, 2023, NexGen completed a purchase agreement whereby the Company acquired $4,100 of equipment and immediately thereafter leased the equipment to a third party. The lease payments commence the first day of the month following the six-month anniversary of the date the equipment was delivered.

The undiscounted value of the remaining lease payments as at June 30, 2024 is as follows:

Less than

1 year

1 to 3

years

4 to 5

years

Over 5

years

Total

Lease receivable

512

1,025

512

1,709

3,758

	June 30, 2024		December 31, 2023
Current portion	$	512	$	512
Non-current portion		3,246		3,502
Balance, end of period	$	3,758	$	4,014

(b)

Right-of-use assets

	June 30, 2024			December 31, 2023
Right-of-use assets, beginning of period	$	1,474		$	1,933
Additions		—			246
Depreciation		(389	)		(705	)
Balance, end of period	$	1,085		$	1,474

The right-of-use assets are related to corporate office and warehouse leases, and are included in the Other category in Note 6.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

(c)

Lease liabilities

	June 30, 2024			December 31, 2023
Lease liabilities, beginning of period	$	1,942		$	2,463
Additions		—			254
Interest expense on lease liabilities		64			153
Payment of lease liabilities		(515	)		(928	)
Balance, end of period	$	1,491		$	1,942

Current portion		968			926
Non-current portion		523			1,016
Balance, end of period	$	1,491		$	1,942

The undiscounted value of the lease liabilities as at June 30, 2024 is $2,214 (December 31, 2023 - $2,952).

(d)

Amounts recognized in consolidated statements of net income (loss)

	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Expense relating to variable lease payments	$	113	$	104	$	226	$	208

11.	SHARE CAPITAL

(a)

Authorized capital

Unlimited common shares without par value.

Unlimited preferred shares without par value.

Share issuances for the six months ended June 30, 2024:

During the six months ended June 30, 2024, the Company issued 13,000,800 shares under the December Sales Agreement (as defined below) at an average price of $10.38 per share for gross proceeds of $134,948 and recognized $4,993 of share issuance costs, consisting of commission fees of $1,349 and other transaction costs of $3,644.

On May 14, 2024, the company closed an offering of 20,161,290 common shares, settled in the form of CHESS Depository Interests (“CDIs”) listed on the ASX for gross proceeds of $226,000 and recognized share issuance costs of $9,925, consisting of commission fees of $9,084 and other transaction costs of $841. Concurrent with and to facilitate the offering, NexGen and the Agents (as defined below) agreed to amend the December Sales Agreement by reducing the aggregate value of common shares that may be offered and sold under the ATM Program from up to $500 million to up to approximately $275.9 million.

During the six months ended June 30, 2024, the Company issued 4,854,994 shares on the exercise of stock options for gross proceeds of $11,737 (Note 11(b)). As a result of the exercises, $6,280 was reclassified from reserves to share capital.

On May 28, 2024, the Company issued 909,090 shares relating to the establishment fee for the 2024 Debentures (Note 9).

On June 10, 2024, the Company issued 215,219 shares relating to the interest payment on the 2023 Debentures at a fair value of $2,088 (Note 9).

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

Share issuances for the year ended December 31, 2023:

On December 11, 2023, NexGen updated its ATM Program in accordance with the terms of an equity distribution agreement dated December 11, 2023 (the “December Sales Agreement”) with the Agents, which allowed it to issue up to $500 million of common shares. Concurrent with entering into the December Sales Agreement, the January Sales Agreement was terminated.

From the commencement of the January Sales Agreement up to its termination, the Company issued 24,724,125 shares under the ATM Program at an average price of $7.36 per share for gross proceeds of $182,066 and recognized $6,890 of share issuance costs, consisting of commission fees of $3,704 and other transaction costs of $3,186. The share issuance costs have been presented net within share capital. The Company did not issue shares under the December Sales Agreement during the year ended December 31, 2023.

During the year ended December 31, 2023, the Company issued 8,608,816 shares on the exercise of stock options for gross proceeds of $26,349 (Note 11(b)). As a result of the exercises, $16,288 was reclassified from reserves to share capital.

On June 9, 2023, the Company issued 46,038 shares relating to the interest payment on the 2020 Debentures at a fair value of $270 (Note 9).

On September 22, 2023, the Company issued 634,615 shares relating to payment of the establishment fee for the 2023 Debentures at a fair value of $4,443 (Note 9).

On September 28, 2023, the Company issued 8,663,461 common shares relating to the conversion of the principal of the 2020 Debentures at a fair value of $72,773. In addition, 19,522 common shares were issued relating to the accrued and unpaid interest up to the date of conversion for the 2020 Debentures at a fair value of $164 (Note 9).

On December 11, 2023, the Company issued 113,803 shares relating to the interest payment on the 2023 Debentures at a fair value of $1,064 (Note 9).

(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, 2022		49,638,890			$ 4.07
Granted		10,849,062			8.15
Exercised		(8,608,816	)		3.06
Forfeited		(313,334	)		5.51
At December 31, 2023		51,565,802			$ 5.08
Exercised		(4,854,994	)		2.42
Forfeited		(120,000	)		7.12
At June 30, 2024 - Outstanding		46,590,808			$ 5.36
At June 30, 2024 - Exercisable		36,572,379			$ 4.81

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(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, 2024:

Number of share options outstanding	Number of share options exercisable	Exercise prices (C$)	Remaining contractual life (years)	Expiry date
188,679	188,679	1.59	0.13	August 16, 2024
3,050,000	3,050,000	1.59	0.48	December 24, 2024
3,700,000	3,700,000	1.80	0.95	June 12, 2025
4,666,666	4,666,666	3.24	1.45	December 11, 2025
250,000	250,000	5.16	1.63	February 16, 2026
250,000	250,000	4.53	1.75	April 1, 2026
8,205,000	8,205,000	5.84	1.95	June 10, 2026
6,565,000	6,565,000	5.44	2.46	December 14, 2026
94,277	94,277	5.76	2.55	January 18, 2027
3,301,669	2,181,683	5.31	3.13	August 17, 2027
55,452	27,726	5.41	3.26	October 4, 2027
5,681,669	3,773,348	5.57	3.47	December 18, 2027
300,000	200,000	6.55	3.59	January 31, 2028
4,795,000	1,598,333	6.99	4.15	August 22, 2028
39,062	-	7.68	4.27	October 4, 2028
5,448,334	1,821,667	9.33	4.45	December 11, 2028
46,590,808	36,572,379

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

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Expected stock price volatility		—		—		—		62.30%
Expected life of options		—		—		—		5 years
Risk free interest rate		—		—		—		3.09%
Expected forfeitures		—		—		—		0%
Expected dividend yield		—		—		—		0%
Weighted average fair value per option granted in period		—		—		—		$3.41
Weighted average exercise price		—		—		—		$6.19

Share-based payments for options vested for the three and six months ended June 30, 2024 amounted to $6,994 and $13,898, respectively (three and six months ended June 30, 2023 - $6,847 and $14,466, respectively) of which $6,018 and $12,084, respectively (three and six months ended June 30, 2023 - $5,690 and $12,173, respectively) was expensed to the statement of net income (loss) and comprehensive income (loss) and $976 and $1,814, respectively (three and six months ended June 30, 2023 - $1,157 and $2,293, respectively) was capitalized to exploration and evaluation assets (Notes 5 and 12).

12.	SUPPLEMENTAL CASH FLOW INFORMATION

The Company did not have any cash equivalents as at June 30, 2024 and December 31, 2023.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

Schedule of non-cash investing and financing activities:

	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023
Capitalized share-based payments	$	976		$	1,157		$	1,813		$	2,293
Exploration and evaluation asset expenditures included in accounts payable and accrued liabilities		(4,528	)		(4,774	)		(6,628	)		(3,464	)
Interest expense included in accounts payable and accrued liabilities		(596	)		(693	)		2,801			79
Issuance of convertible debentures		330,916			—			330,916			—
Purchase of U₃O₈ strategic inventory		(341,150	)		—			(341,150	)		—

13.	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:

	For the three months ended June 30,				For the six months ended June 30,
	2024		2023		2024		2023
Short-term compensation⁽¹⁾	$	818	$	1,666	$	1,648	$	2,711
Share-based payments⁽²⁾		5,042		4,991		10,109		11,676
Consulting fees⁽³⁾		32		32		65		65
	$	5,892	$	6,689	$	11,822	$	14,452

⁽¹⁾Short-term compensation to key management personnel for the three and six months ended June 30, 2024 amounted to $818 and $1,648 (2023 - $1,666 and $2,711) of which $818 and $1,648 (2023 - $1,595 and $2,592) was expensed and included in salaries, benefits, and directors’ fees on the statement of net income (loss) and comprehensive income (loss). The remaining $nil and $nil (2023 - $71 and $119) was capitalized to exploration and evaluation assets.

⁽²⁾Share-based payments to key management personnel for the three and six months ended June 30, 2024 amounted to $5,042 and $10,109 (2023 - $4,991 and $11,676) of which $5,042 and $10,109 (2023 - $4,909 and $11,351) was expensed and $nil and $nil (2023 - $82 and $325) 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, 2024 amounting to $32 and $65 (2023 - $32 and $65)

The Company received rental income for shared office space from an associate for the three and six months ended June 30, 2024 of $8 and $17 (2023 - $nil and $nil).

As at June 30, 2024, there was $22 (December 31, 2023 - $43) included in accounts payable and accrued liabilities owing to its directors and officers for compensation.

14.	CAPITAL MANAGEMENT

The Company manages its capital structure and adjusts it, based on the funds available to the Company, 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.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

The properties in which the Company currently has an interest are in the exploration 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, 2024			December 31, 2023
Equity	$	1,192,562		$	820,019
Convertible debentures (Note 9)		464,685			158,478
		1,657,247			978,497
Less: Cash		(572,363	)		(290,743	)
	$	1,084,884		$	687,754

15.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments consist of cash, amounts receivable, lease 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.

The Company’s cash, amounts receivable, accounts payable and accrued liabilities, and lease receivable are classified as Level 1 as 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 and the lease receivable’s fair value is equal to its carrying value.

The convertible debentures are re-measured at fair value at each reporting date with any change in fair value recognized in the consolidated statement of net 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 loss (Note 9). 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, amounts receivable, and lease 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. The lease receivable is secured by the leased equipment. Accordingly, the Company does not believe it is subject to significant credit risk.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

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

	June 30, 2024		December 31, 2023
Cash	$	572,363	$	290,743
Accounts receivable		1,323		1,940
Lease receivable		3,758		4,014
	$	577,444	$	296,697

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, 2024, NexGen had cash of $572,363 to settle current liabilities of $486,091 including the convertible debentures.

The Company’s significant undiscounted commitments at June 30, 2024 are as follows:

	Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years		Total
Trade and other payables	$	20,438	$	—	$	—	$	—	$	20,438
Convertible debentures (Note 9)		464,685		—		—		—		464,685
Lease liabilities (Note 10(c))		1,476		738		—		—		2,214
	$	486,599	$	738	$	—	$	—	$	487,337

As at December 31, 2023 - Restated (Note 3(d)):

	Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years		Total
Trade and other payables	$	26,986	$	—	$	—	$	—	$	26,986
Convertible debentures (Note 9)		158,478		—		—		—		158,478
Lease liabilities (Note 10(c))		1,476		1,476		—		—		2,952
	$	186,940	$	1,476	$	—	$	—	$	188,416

As at January 1, 2023 - Restated (Note 3(d)):

	Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years		Total
Trade and other payables	$	13,723	$	—	$	—	$	—	$	13,723
Convertible debentures (Note 9)		80,021		—		—		—		80,021
Lease liabilities (Note 10(c))		1,346		2,574		—		—		3,920
	$	95,090	$	2,574	$	—	$	—	$	97,664

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 and the convertible debentures. The Company maintains Canadian and US dollar bank accounts in Canada.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

The Company is exposed to foreign exchange risk on its US dollar denominated convertible debentures. At maturity, the aggregate US$360 million principal amount of the convertible 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 for the next twelve months. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/US dollar exchange rate that may make the convertible debentures more costly to repay.

As at June 30, 2024, the Company’s US dollar net financial liabilities were US$303,487. Thus a 10% change in the Canadian dollar versus the US dollar exchange rates would give rise to a $41,514 change in net income (loss) and comprehensive income (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 2023 Debentures and 2024 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, 2024. 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 in an aggregate principal amount of US$360 million, carry fixed interest rates of 9.0% per annum and are not subject to interest rate fluctuations.

NexGen Energy Ltd.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

16.	EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per share provides a measure of the interests of each ordinary common share in the Company’s performance over the period. Diluted net earnings (loss) per share adjusts basic net income (loss) per share for the effect of all dilutive potential common shares.

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
Basic earnings (loss) per share
Net income (loss) attributable to NexGen shareholders	$	13,196		$	(19,292	)	$	(21,424	)	$	(25,950	)
Weighted average number of common shares		551,519,415			486,577,487			544,020,730			486,937,485

Basic earnings (loss) per share	$	0.02		$	(0.04	)	$	(0.04	)	$	(0.05	)

Diluted earnings (loss) per share
Net income (loss) attributable to NexGen shareholders	$	13,196		$	(19,292	)	$	(21,424	)	$	(25,950	)
Interest expense on convertible debentures attributable to NexGen shareholders		6,056			—			—			—
Mark to market gain on convertible debentures		(29,714	)		—			—			—
Diluted earnings (loss) available to NexGen shareholders	$	(10,462	)	$	(19,292	)	$	(21,424	)	$	(25,950	)

Weighted average number of common shares		551,519,415			486,577,487			544,020,730			486,937,485
Effect of stock option exercises		22,722,324			—			—			—
Effect of conversion of 2023 and 2024 Debentures		39,571,350			—			—			—
Weighted average number of common shares (diluted)		613,813,089			486,577,487			544,020,730			486,937,485

Diluted loss per share	$	(0.02	)	$	(0.04	)	$	(0.04	)	$	(0.05	)

For the three and six months ended June 30, 2024, 23,868,484 and 46,590,808 (June 30, 2023 - 46,188,408 and 46,188,408) options were excluded from the diluted weighted average number of common shares calculation.

17.	SUBSEQUENT EVENTS

Subsequent to June 30, 2024, 213,679 options were exercised for gross proceeds of $446. Additionally, stock option grants of 2,050,000 were approved by the Board of Directors, pursuant to the Company's stock option plan.

Exhibit 99.2

Management’s Discussion and Analysis

For the three and six months ended June 30, 2024

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

CONTENTS
Cautionary Note Regarding Forward-Looking Information And Statements	3
Business Overview	4
Q2 2024 and Year to Date 2024 Highlights	5
Rook I Project Overview	6
Operations Outlook	11
Health, Safety, and Environment	12
Financial Results	12
Financial Position Summary	15
Liquidity and Capital Resources	16
Capital Management	18
Contractual Obligations and Commitments	18
Summary of Quarterly Results	19
Related Party Transactions	20
Outstanding Share Data	20
Outstanding Convertible Debentures	20
Off-Balance Sheet Arrangements	21
Segment Information	21
Accounting Policy Overview	21
Critical Accounting Policies and Judgements	21
Key Sources of Estimation Uncertainty	21
Changes in Accounting Policies including Initial Adoption	21
Financial Instruments and Risk Management	21
Risk Factors	22
Financial Risks	22
Other Risk Factors	24
Disclosure Controls and Internal Control Over Financial Reporting	29
Disclosure Controls and Procedures	29
Changes in Internal Controls	29
Limitations of Controls and Procedures	29
Technical Disclosure	30
Approval	30

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

This Management’s Discussion and Analysis (“MD&A”) was prepared as of August 7, 2024 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, 2024. Additional information regarding NexGen, including its Annual Information Form for the year ended December 31, 2023, as well as other information filed with the Canadian, US and Australian securities regulatory authorities, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca, on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) at www.sec.gov, and on the website of the Australian Stock Exchange (“ASX”) at www.asx.com.au. 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 consolidated financial statements for the three and six months ended June 30, 2024 and June 30, 2023 (the “Interim Statements”), as well as the audited consolidated financial statements for the year ended December 31, 2023 and December 31, 2022 (the “Annual Financial Statements”) and the related notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

On December 5, 2023, NexGen deconsolidated IsoEnergy Ltd. (“IsoEnergy”) due to the completion of a merger between IsoEnergy and Consolidated Uranium Inc., that pursuant to IFRS resulted in the loss of control of IsoEnergy. In accordance with IFRS, IsoEnergy’s financial results were consolidated with those of NexGen up to December 4, 2023, including in this MD&A. The Company’s investment in IsoEnergy has been accounted for using the equity method of accounting from December 5, 2023. IsoEnergy is listed on the Toronto Stock Exchange under the ticker symbol “ISO” and has its own management, directors, internal control processes and financial budgets and finances its own operations. Further information regarding IsoEnergy is available under its own profile on SEDAR+ at www.sedarplus.ca.

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 and Statements” for a discussion of the risks, uncertainties and assumptions used to develop the Company’s forward-looking information.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Cautionary Note Regarding Forward-Looking Information And Statements

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 and budgets, the interpretation of drill results and other geological information, mineral reserve and resource estimates (to the extent they involve estimates of the mineralization that will be encountered if a project is developed), requirements for additional capital, capital costs, operating costs, cash flow estimates, production estimates, the future price of uranium and similar statements relating to the economic viability of a project, including the Rook I Project, or other statements that are not statements of facts.

Generally, 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 NexGen’s current expectations, beliefs, assumptions, estimates and forecasts about its business and the industry and markets in which it operates, which could prove to be significantly incorrect. Forward-looking information and statements are made based upon numerous assumptions, including, among others; that the results of planned exploration and development activities will be as anticipated and on time; the price of uranium; the cost of planned exploration and development activities; that, as plans continue to be refined for the development of the Rook I Project, there will be no changes in project parameters that would materially adversely affect Project viability; 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; 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; that there will be no revocation of government approvals; that general business, economic, competitive, social and political conditions will not change in a material adverse manner; the assumptions underlying the Company’s mineral reserve and resource estimates; assumptions made in the interpretation of drill results and other geological information; the ability to achieve production on the Rook I Project; other estimates, assumptions and forecasts disclosed under the headings “Rook I FS Technical Report”, “Update to Economic Assumptions” or “Sensitivity of NPV and IRR to Uranium Prices”; the use of proceeds from financing activities, including the ATM Program and the 2023 Private Placement (each as defined below); and the amount of proceeds raised pursuant to the ATM Program. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements were considered reasonable by management at the time they were made, 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 additional financing, the risk that pending assay results will not confirm previously announced preliminary results, the imprecision of mineral reserve and resource estimates, the price and appeal of alternate sources of energy, sustained low uranium prices, aboriginal title and consultation issues, exploration and development risks, climate change, uninsurable risks, reliance upon key management and other personnel, risks related to title to its properties, information security and cyber threats, failure to manage conflicts of interest, failure to obtain or maintain required permits and licences, changes in laws, regulations and policy, competition for resources, political and regulatory risks, general inflationary pressures, industry and economic factors that may affect the business, and other factors discussed or referred to in the Company’s most recent Annual Information Form under “Risk Factors” and also in this MD&A under “Other Risks 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 statement or implied by forward-looking information or statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

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 statements and information 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 or statements as a result of new information or events except as required by applicable securities laws.

Business Overview

NexGen is a British Columbia corporation with a focus on developing into production the 100% owned Rook I Project (the “Rook I Project” or the “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 exploration 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 “Rook I FS Technical Report” below.

The Company has also intersected numerous other mineralized zones on trend from Arrow along the Patterson Corridor on Rook I 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’s common shares (the “Shares”) trade on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) under the symbol “NXE”, and on the ASX in the form of Chess Depository Instruments (“CDIs”) under the symbol “NXG”.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Q2 2024 and Year to Date 2024 Highlights

Corporate

For the six months ended June 30, 2024, the Company issued 13,000,800 Shares under the ATM Program (as defined below) for gross proceeds of $135.0 million and recorded commissions of $1.4 million and other transaction costs of $3.6 million for aggregate net proceeds of $130.0 million.

The Company entered into a placement agreement dated April 30, 2024 (as amended, the “Placement Agreement”) with a lead manager and bookrunner to arrange and manage an offering of 20,161,290 Shares at a price of $11.11 for aggregate gross proceeds of approximately $224 million (the “ASX Offering”) settled through newly listed CDIs on the ASX. The ASX Offering closed on May 14, 2024.

Concurrent with and to facilitate the ASX Offering, the Company also agreed with the Agents (as defined below) to amend the December Sales Agreement (as defined below) to reduce the aggregate value of the Shares that may be offered and sold under the ATM Program from up to $500 million to up to approximately $276 million (the “Amended Sales Agreement”).

On May 7, 2024, the Company entered into a binding term sheet with MMCap International Inc. SPC (“MMCap”) for the Company to issue US$250 million aggregate principal amount of 9.0% unsecured convertible debentures (the “2024 Debentures”), as consideration for the purchase (the “Acquisition”) of approximately 2.7M lbs of natural uranium concentrate (U₃O₈). The Acquisition closed on May 28, 2024.

In connection with the Acquisition, the holders of the 2024 Debentures entered into an investor rights agreement with the Company containing voting alignment, standstill, anti-hedging provisions, and transfer restriction covenants that will apply (subject to certain exceptions) unless and until there is a change of control of the Company.

On May 22, 2024, the Company announced the publication of its 2023 Sustainability Report highlighting the specific programs, initiatives, and organizational frameworks that NexGen has created or expanded upon to demonstrate the continued seamless integration of sustainability throughout the Company.

On June 17, 2024, Ms. Susannah Pierce was elected to the Board. Ms. Pierce is currently in the role of President and Country Chair of Shell Canada and is responsible for driving integration and coordination of business activity and corporate policy across Shell’s business in Canada.

Operational

On February 12, 2024, NexGen received the results of the Canadian Nuclear Safety Commission (the “CNSC”) technical review of NexGen’s responses to Federal technical comments received on the Draft Environmental Impact Statement (the Federal “EIS”) through the Federal Environmental Assessment (the Federal “EA”) review process. On May 21, 2024, the Company submitted responses to the remaining comments from the CNSC February 12, 2024 correspondence, along with a revised Federal EIS. The CNSC’s concluded their completeness check of NexGen’s May 21, 2024 submissions on June 21, 2024 and has commenced their technical review.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

On March 11, 2024, the Company announced the discovery of new intense uranium mineralization on its 100% owned SW2 Property, 3.5 kilometers east of the Arrow Deposit. The new mineralized occurrence in RK-24-183 is located on a conductor segment of Patterson Corridor East (“PCE”). Localized uranium mineralization was intersected for 19.8 meters between 347.7 and 367.5 meters, ranging from <500 to >61,000 counts per second. On May 29, 2024, the Company announced an additional discovery of mineralization in RK-24-193 at PCE over 67.5 meters between 383.5 and 451 meters. Exploration is predominantly open in all directions including over 1.5 kilometers along strike.

NexGen further advanced critical path procurement activities for the Rook I Project as well as front end engineering and design (“FEED”) and critical path detailed engineering.

Rook I Project Overview

Rook I FS Technical Report

In Q1 2021, NexGen filed an independent feasibility study (the “FS” or “Rook I FS Technical Report”) in accordance with the National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) entitled “Arrow Deposit, Rook I Project, Saskatchewan, Nl 43-101 Technical Report on Feasibility Study dated March 10, 2021”, which supports the EA processes and licence application activities. The FS also validated the previous stage engineering and produced an operating and initial capital cost estimate meeting the requirements for a Class 3 estimate as defined by the Association for the Advancement of Cost Engineering (“AACE”) International. The FS is based on an initial 10.7-year mine life; however the Company is seeking permitting and licensing approvals for a 24-year mine operating life.

The Rook I FS Technical Report includes 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, except as noted under the headings “Update to Economic Assumptions in Rook I FS Technical Report” and “Sensitivity of NPV and IRR to Uranium Prices” below, is qualified in its entirety by the full text of the Rook I FS Technical Report.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Economic Model in Rook I FS Technical Report

The Rook I FS Technical Report uses the following economic model (the “FS Base Case”) to estimate the Project’s value and investment return:

	US$50/lb U₃O₈Price (FS Base Case) ⁽¹⁾
After-Tax Net Present Value (“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	$158 Million
Project Execution Capital	$1,142 Million
Total Initial 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 OPEX (over Life of Mine)	$ 7.58 (US$5.69)/lb U₃O₈

The base case economic model in the FS (the “FS Base Case”) is based on a final investment decision (“FID”) and certain assumptions and economic projections as noted in the FS, including: (a) that 100% of uranium produced from the Project can be sold at a long-term uranium price of US$50/lb U₃O₈ (net of yellow cake transportation fees), (b) the use of Q4 2020 Canadian dollars based on a fixed exchange rate of CAD $1.00 = US $0.75, and (c) the exclusion of Pre-Commitment Early Works Capital incurred prior to an FID, such as 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) for the Project.

Update to Economic Assumptions in Rook I FS Technical Report

On August 1, 2024, the Company announced an update to certain cost estimates (the “Updated Cost Estimate”) included in the Rook I FS Technical Report to reflect the advancement of Project engineering from 18% complete at the time of the FS, to approximately 45% complete, within an accuracy range of +/- 10%.

The Updated Cost Estimate for pre-production capital costs (“CAPEX”) is $2.2 billion (US$1.58 billion), with an average annual operating cost (“OPEX”) over Life of Mine of $13.86/lb (US$9.98/lb) U₃O₈, reflecting inflationary adjustments, the significant advancement of engineering and procurement, optimized constructability, and enhanced environmental performance (using an exchange rate of CAD $1.00 = US $0.72). Updated sustaining capital costs are estimated at $785 million (average of ~$70 million per year over Life of Mine), inclusive of closure costs of approximately $70 million.

The CAPEX in the FS was estimated at $1.3 billion, with an average OPEX over the Life of Mine of $7.58/lb U₃O₈. The updated CAPEX reflects approximately $310 million in direct and attributable inflationary increases since 2020 and approximately $590 million in enhancements identified through advanced engineering and procurement since March 2021. The updated OPEX reflects $2.65/lb U₃O₈ in inflationary adjustments and an additional $3.65/lb U₃O₈ from enhancements identified through advanced engineering and procurement. The mine life and production profile, including capability of up to 30 million pounds U₃O₈ annually, is consistent with the FS. The updated CAPEX utilized a P50 contingency, which is also consistent with the FS. No material update to the estimates of Mineral Resources or Mineral Reserves in the FS was made.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Sensitivity of NPV and IRR to Uranium Prices

The sensitivity of the economic model in the FS to the price of uranium is shown below:

	Feasibility Study (2020 Dollars)				Updated Cost Estimate (2023 Dollars)
Uranium Price (US$/lb)	Average Annual Free Cash Flow (Y1-5) (C$ billion)	Payback Period (Years)	Internal Rate of Return (“IRR”) (%)	Net Present Value (“NPV”) (C$ billion)	Average Annual Free Cash Flow (Y1-5) (C$ billion)	Payback Period (Years)	Internal Rate of Return (“IRR”) (%)	Net Present Value (“NPV”) (C$ billion)
$150	3.19	0.4	101.8	12.80	3.13	0.7	61	11.52
$100	2.11	0.6	81.6	8.13	2.04	1.0	46.9	6.79
$95	2.01	0.6	79.2	7.67	1.93	1.0	45.2	6.32
$80	1.68	0.7	71.5	6.27	1.61	1.2	39.6	4.89
$50	1.04	0.9	52.4	3.47	0.97	2.0	25.2	2.10

⁽¹⁾

The FS Base Case uses a discount rate of 8%. Free Cash Flow represents the after-tax net cash flow from the Project, determined in accordance with the FS.

⁽²⁾

The Updated Cost Estimate reflects an internal Company assessment of currently expected CAPEX and OPEX, as well as other Project costs, including estimated sustaining capital, royalties, and taxes.

⁽³⁾

As noted in the FS, NPV, and IRR are most sensitive to metal prices, grade, metal recovery, and exchange rates. To demonstrate the sensitivities of NPV and IRR to uranium prices, alternatives to the uranium price assumption of US$50/lb U₃O₈ used in the FS Base Case are shown for illustrative purposes. Readers are cautioned that such information may not be appropriate for other purposes, including an assessment of expected Project economics. Such illustrative prices were chosen to approximate long-term and various spot price assumptions but are not forecasts of expected uranium prices or prices at which uranium produced from the Project can be sold.

Mineral Resources

The Mineral Resource estimate in the Rook I FS Technical Report 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 additional holes drilled in 2018 and 2019. The Mineral Resource estimate is principally comprised of Measured Mineral Resources of 209.6 M lbs of U₃O₈contained in 2,183 kilotonne (“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.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

(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)
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:

Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards were followed for Mineral Resources. Mineral Resources are reported inclusive of Mineral Reserves.

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.

A minimum mining width of 1.0 m was used.

The effective date of Mineral Resources is June 19, 2019

Numbers may not add due to rounding.

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 M 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 Mineral Reserves category (as opposed to the Proven Mineral Reserves category), due to the Rook I Project currently being in an exploration and development stage.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

(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:

CIM definitions were followed for Mineral Reserves.

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

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.

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

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

Special waste is material between 0.03% and 0.26% U₃O₈ that must be extracted to access mining areas. Material below 0.03% U₃O₈ is considered benign waste that must be treated and stockpiled in an engineered facility.

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.

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

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.

Permitting, Regulatory, and Engagement

On November 9, 2023, NexGen announced receipt of Ministerial Environmental Assessment approval under The Environmental Assessment Act of Saskatchewan to proceed with the development of the Project.

In parallel to the ongoing Provincial approvals process, NexGen has continued to advance Federal approvals required for the Project, which include securing both Federal EA and licence approvals from the CNSC. NexGen has implemented an integrated approach to the Federal EA and licensing processes for the Project whereby information to support the licence application has been submitted to the CNSC in a staged manner since 2019 to ensure alignment between the EA and licencing documentation. On September 1, 2023, the CNSC provided formal notification of their acceptance of NexGen’s initial licence application to prepare site and construct the Project. CNSC acceptance followed a 60-day sufficiency review conducted by CNSC staff, which confirmed completeness and compliance with all applicable CNSC requirements.

During 2023, NexGen submitted responses to the Federal technical review comments received on the Draft Federal EIS through the Federal EA review process completed in Q4 2022. On November 14, 2023, the CNSC deemed NexGen’s submission complete and confirmed commencement of the review of NexGen’s responses to the technical review comments by the Federal-Indigenous Review Team. Results of the Federal-Indigenous Review Team review were provided to NexGen on February 12, 2024 and the Company submitted responses to the remaining comments on May 21, 2024 along with a revised Federal EIS. The CNSC concluded their completeness check of NexGen’s May 21, 2024 submission on June 21, 2024 and confirmed commencement of technical review by the Federal-Indigenous Review Team.

The Company is continuing its longstanding engagement with the communities within proximity of the Rook I Project, as per the study agreements entered into with the four rights-bearing (i.e., primary) Indigenous Groups in Q4 2019 (the “Study Agreements”).

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

The Study Agreements formalized the engagement approaches that would support each primary Indigenous Group’s participation in the EA process, particularly to:

•

develop a Joint Working Group (“JWG”) structure for each Indigenous Group to support the inclusion of Indigenous Knowledge into the EA process and to facilitate regular, ongoing engagement;

•

assist in the identification of valued components for the EA;

•

explore special interest topics for each Indigenous Group;

•

support Indigenous Knowledge and Traditional Land Use (“IKTLU”) Studies in various forms particular to each Indigenous Group; and

•

establish a Community Coordinator position in each Indigenous Group to act as the primary contact between NexGen and the Indigenous Group.

In addition, each Study Agreement committed NexGen to providing capacity funding for the JWG engagement, retention of technical support by the Indigenous Group, and completion of the self-directed IKTLU Studies. Each of the Clearwater River Dene Nation (“CRDN”), Métis Nation - Saskatchewan Northern Region 2 (“MN-S NR2”) and Métis Nation - Saskatchewan (“MN-S”), Birch Narrows Dene Nation (“BNDN”), and Buffalo River Dene Nation (“BRDN”) completed IKTLU Studies in support of the EA for the Project.

Further, the Study Agreements confirmed that the parties would negotiate impact benefit agreements or mutual benefit agreements (each, a “Benefit Agreement”) in good faith. During 2021, the Company signed Benefit Agreements with each of the BNDN and the BRDN. In Q2 2022, the Company signed a Benefit Agreement with the CRDN. During Q2 2023, the Company signed a Benefit Agreement with the MN-S NR2 and MN-S. All Indigenous communities in the Local Priority Area have formally supported the development of the Rook I Project by NexGen.

The Benefit Agreements cover all phases of the Rook I Project, and have been developed to define the environmental, cultural, economic, training, employment, business opportunities, and other benefits to be provided to the Indigenous Groups by NexGen and to confirm the consent and support of those Indigenous Groups for the Project. These four Indigenous Groups (i.e., the CRDN, MN-S, BNDN, and BRDN) collectively represent the First Nation and Métis communities for which the Saskatchewan Ministry of Environment assigned procedural aspects of the Duty to Consult for the Project to NexGen, and which have been identified by NexGen as the primary Indigenous Nations for consultation in consideration of the Federal requirements of the CNSC.

NexGen has developed Environmental Committees with each of the Indigenous Groups with signed Benefit Agreements. JWG activities with the CRDN, MN-S NR2 and MN-S, BNDN, and BRDN are now being implemented through the respective Environmental Committees.

Operations Outlook

The Company intends to continue to develop the Rook I Project by advancing the engineering and field investigation work required to increase the certainty of costs and Project timelines in preparation for permit approvals, and to:

•

transition various aspects of the Project from FEED to detailed engineering; and

•

conduct site confirmation and process plant optimization studies to support engineering programs.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Specifically, throughout 2024, the Company will continue to:

•

refine the Updated Cost Estimate to bring the CAPEX estimate to a Class 2 AACE standard;

•

advance the final Federal EA and licensing activities required to obtain a Uranium Mine and Mill Licence from the CNSC following the establishment of a Federal Commission Hearing Date; and

•

engage with Provincial and Federal regulators and communities.

Health, Safety, and Environment

NexGen places the health and safety of its people as the highest priority in the form of a zero-harm culture 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 the protection of its people, the environment, and the careful management of the exploration, development, and extraction of mineral resources.

Management is focused on optimizing its strong culture of safety, which includes equipping people with the tools, training, and mindset to result in constant safety awareness. NexGen operates a zero-harm 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 at least 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.

Financial Results

Financial results for the three and six months ended June 30, 2024 and 2023 (Unaudited)

	Three months ended June 30, 2024		Three months ended June 30, 2023		Six months ended June 30, 2024		Six months ended June 30, 2023
Salaries, benefits, and directors’ fees	$	2,628	$	2,769	$	5,369	$	5,018
Office, administrative, and travel		4,612		2,134		9,765		5,607
Professional fees and insurance		3,790		4,362		6,812		5,970
Depreciation		564		426		1,080		825
Share-based payments		6,018		5,690		12,084		12,173
	$	(17,612)	$	(15,381)	$	(35,110)	$	(29,593)
Finance income		5,923		1,247		9,428		2,603
Mark-to-market gain (loss) on convertible debentures		29,714		(2,680)		13,432		1,124
Interest expense on convertible debentures		(6,056)		(690)		(9,431)		(1,378)
Interest on lease liabilities		(31)		(40)		(64)		(84)
Share of net loss from associate		(1,940)		-		(3,517)		-
Gain (loss) on dilution of ownership interest in associate		(66)		-		155		-
Foreign exchange gain (loss)		68		(436)		797		(535)
Other expense		(159)		-		(159)		-
Income (loss) before taxes	$	9,841	$	(17,980)	$	(24,469)	$	(27,863)
Deferred income tax recovery		3,355		482		3,045		1,258
Net income (loss)	$	13,196	$	(17,498)	$	(21,424)	$	(26,605)
Basic earnings (loss) per share attributable to NexGen shareholders	$	0.02	$	(0.04)	$	(0.04)	$	(0.05)
Diluted loss per share attributable to NexGen shareholders	$	(0.02)	$	(0.04)	$	(0.04)	$	(0.05)

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Three months ended June 30, 2024 versus three months ended June 30, 2023

During the three months ended June 30, 2024 (the “Current Quarter”), NexGen recorded net income of $13.2 million or $0.02 basic earnings per share attributable to NexGen shareholders compared to the three months ended June 30, 2023 (the “Comparative Quarter”) with a net loss of $17.5 million or $0.04 loss per share attributable to NexGen shareholders, representing an increase in net income of $30.7 million quarter over quarter. The result was primarily due to the following:

•

Non-cash mark-to-market gains and losses result from the fair value re-measurement of convertible debentures at each reporting date, with any changes in the fair value being recognized in the net income (loss) and comprehensive income (loss) for the period. The mark-to-market gain (loss) on convertible debentures increased by $32.4 million from a mark-to-market loss of $2.7 million in the Comparative Quarter to a mark-to-market gain of $29.7 million in the Current Quarter. The increase is due to an increase in the principal amount of outstanding convertible debentures from US$25 million in the Comparative Quarter to US$360 million in the Current Quarter, a decrease in the Company’s share price both during the Current Quarter and between the 2024 Debentures issuance date and the closing share price at the end of the Current Quarter, and the higher conversion price of the 2024 Debentures.

•

The interest expense on convertible debentures increased by $5.4 million from $0.7 million in the Comparative Quarter to $6.1 million in the Current Quarter. The increase is primarily due to increases in the principal amount of outstanding convertible debentures, from US$25 million as at June 30, 2023 to US$360 million as at June 30, 2024.

•

Salaries, benefits, and directors’ fees in the Current Quarter of $2.6 million are in line with the Comparative Quarter of $2.8 million.

•

Office, administrative, and travel costs increased by $2.5 million, from $2.1 million in the Comparative Quarter to $4.6 million in the Current Quarter. The increase is primarily related to additional travel and community partnerships in the Current Quarter, one-time issuance costs on the 2024 Debentures, and an overall increase in costs consistent with the expansion of operations, offset by the impact of the deconsolidation of IsoEnergy.

•

Professional fees and insurance decreased by $0.6 million from $4.4 million in the Comparative Quarter to $3.8 million in the Current Quarter primarily due to timing of corporate development initiatives and the deconsolidation of IsoEnergy.

•

Non-cash share-based payments increased by $0.3 million from $5.7 million during the Comparative Quarter to $6.0 million in the Current Quarter. The increase is primarily due the timing of stock option vesting and granting during the Current Quarter compared to the Comparative Quarter offset by the deconsolidation of IsoEnergy.

•

The non-cash share of net loss from associate of $1.9 million is due to the recognition of the Company’s share of IsoEnergy’s loss for the Current Quarter as a result of the deconsolidation of IsoEnergy completed in the fourth quarter of 2023, and the subsequent equity method of accounting of its investment in IsoEnergy.

•

Non-cash deferred income tax recovery increased by $2.9 million from $0.5 million in the Comparative Quarter to $3.4 million in the Current Quarter due to the tax impact of changes in the fair value of the Debentures attributable to changes in credit risk.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

•

Finance income increased by $4.7 million due to an increased cash balance of $572.4 million as at June 30, 2024 compared to $100.6 million as at June 30, 2023 together with higher interest rates.

Six months ended June 30, 2024 versus six months ended June 30, 2023

During the six months ended June 30, 2024 (the “Current Period”), NexGen recorded a net loss of $21.4 million or $0.04 basic loss per share attributable to NexGen shareholders compared to the six months ended June 30, 2023 (the “Comparative Period”) with a net loss of $26.6 million or $0.05 basic loss per share attributable to NexGen shareholders, representing a decrease in net loss of $5.2 million period over period. The decrease in net loss was primarily due to the following:

•

Non-cash mark-to-market gains and losses result from the fair value re-measurement of convertible debentures at each reporting date, with any changes in the fair value being recognized in the net income (loss) and comprehensive income (loss) for the period. The mark-to-market gain on convertible debentures increased by $12.3 million from $1.1 million in the Comparative Period to $13.4 million in the Current Period. The increase is due to an increase in the principal amount of the outstanding convertible debentures from US$25 million in the Comparative Period to US$360 million in the Current Period, a decrease in the Company’s share price during the Current Period and a larger decrease in the Company’s share price between the 2024 Debentures issuance date and the closing share price at the end of the Current Period, and the higher conversion price of the 2024 Debentures.

•

The interest expense on convertible debentures increased by $8.0 million from $1.4 million in the Comparative Period to $9.4 million in the Current Period. The increase is primarily due to and increase in the principal amount of outstanding convertible debentures, from US$25 million as at June 30, 2023 to US$360 million as at June 30, 2024.

•

Salaries, benefits, and directors’ fees increased by $0.4 million from $5.0 million in the Comparative Period to $5.4 million in the Current Period primarily due to an increase in the number of employees in line with increased operations, including the appointment of key personnel to the Company’s management team, offset by the impact of the deconsolidation of IsoEnergy.

•

Office, administrative, and travel costs increased by $4.2 million from $5.6 million in the Comparative Period to $9.8 million in the Current Period. The increase is primarily related to additional travel, community partnerships, one-time issuance costs on the 2024 Debentures, and an overall increase in costs consistent with the expansion of operations.

•

Professional fees and insurance increased by $0.8 million from $6.0 million in the Comparative Period to $6.8 million in the Current Period primarily due to corporate development initiatives, offset by the impact of the deconsolidation of IsoEnergy.

•

Non-cash share-based payments of $12.1 million in the Current Period are in line with $12.2 million in the Comparative Period.

•

The non-cash share of net loss from associate of $3.5 million is due to the recognition of the Company’s share of IsoEnergy’s loss for the Current Period as a result of the deconsolidation of IsoEnergy completed in the fourth quarter of 2023, and the subsequent equity accounting of its investment in IsoEnergy.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

•

Non-cash deferred income tax recovery increased by $1.7 million from $1.3 million in the Comparative Period to $3.0 million in the Current Period due to the tax impact of changes in the fair value of the Debentures attributable to changes in credit risk.

•

Finance income increased by $6.8 million due to an increased cash balance of $572.4 million as at June 30, 2024 compared to $100.6 million as at June 30, 2023, together with higher interest rates.

Financial Position Summary

Statement of financial position summary as at June 30, 2024, December 31, 2023 and January 1, 2023 (Unaudited)

$000s	June 30, 2024		December 31, 2023				January 1, 2023
				Restated⁽¹⁾		Restated⁽¹⁾
Current assets
Cash	$	572,363	$	290,743	$	134,447
Marketable securities		-		-		5,775
Amounts receivable		1,323		1,940		1,801
Prepaid expenses and other assets		8,504		13,770		2,165
Lease receivable		512		512		-
	$	582,702	$	306,965	$	144,188
Non-current assets
Exploration and evaluation assets		507,585		451,356		405,248
Property and equipment		5,910		5,404		5,048
Investment in associate		238,501		240,116		-
Deposits		82		82		76
Strategic inventory		341,150		-		-
Lease receivable		3,246		3,502		-
Total assets	$	1,679,176	$	1,007,425	$	554,560

Current liabilities
Accounts payable and accrued liabilities	$	20,438	$	26,986	$	13,723
Lease liabilities		968		926		775
Flow-through share premium liability		-		-		2,069
Convertible debentures		464,685		158,478		80,021
	$	486,091	$	186,390	$	96,588
Non-current liabilities
Long-term lease liabilities		523		1,016		1,688
Deferred income tax liabilities		-		-		867
Total liabilities	$	486,614	$	187,406	$	99,143

Total equity	$	1,192,562	$	820,019	$	455,417
Total liabilities and equity	$	1,679,176	$	1,007,425	$	554,560

⁽¹⁾Restated - refer to Note 3(d) of the Interim Statements.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Liquidity and Capital Resources

Debentures

On September 22, 2023, NexGen announced the closing of a private placement (the “2023 Private Placement”) of US$110 million in aggregate principal amount of 9.0% unsecured convertible debentures (the “2023 Debentures”) with Queen’s Road Capital Investment Ltd. (“QRC”) and Washington H Soul Pattinson and Company Limited (“WHSP”). The Company holds sufficient US dollars to make all cash interest payments due under the 2023 Debentures for the next twelve months.

On May 28, 2024, NexGen issued US$250 million in aggregate principal amount of 2024 Debentures as consideration for the Acquisition. The Company holds sufficient US dollars to make all cash interest payments due under the 2024 Debentures for the next twelve months.

Effective retrospectively for 2024 reporting periods, the balance of principal outstanding for the 2023 Debentures is classified as a current liability in accordance with the amendments to IAS 1, effective January 1, 2024.

ATM Program

On January 6, 2023, NexGen established an at-the-market equity program (the “ATM Program”) pursuant to the terms of an equity distribution agreement dated January 6, 2023 (the “January Sales Agreement”) among the Company, Virtu Canada Corp. (formerly ITG Canada Corp.), as Canadian agent, and Virtu Americas, LLC, as U.S. agent (together, the “Agents”), which allowed it to issue up to $250 million of Shares to the public, from time to time, at its discretion, on the TSX and/or the NYSE, and/or any other marketplace for the Shares in Canada or the United States or as otherwise agreed between the Agents and NexGen. The ATM Program is designed to provide NexGen with additional financing flexibility which may be used in conjunction with other funding sources.

On December 11, 2023, NexGen announced that it updated its ATM Program in accordance with the terms and conditions of an equity distribution agreement dated December 11, 2023 (the “December Sales Agreement”) among NexGen and the Agents, which allowed it to issue up to $500 million of Shares to the public, from time to time, at its discretion, on the TSX and/or the NYSE, and/or any other marketplace for the Shares in Canada or the United States or as otherwise agreed between the Agents and NexGen. The December Sales Agreement will be effective until the earlier of the sale of all of the Shares issuable pursuant to the ATM Program and December 11, 2025, unless terminated prior to such date. Concurrent with entering into the December Sales Agreement, the January Sales Agreement was terminated.

Since the December Sales Agreement, 13,000,800 Shares have been issued at a weighted average price of $10.38 per Share.

Concurrent with and to facilitate the ASX Offering (as discussed below), the Company amended the December Sales Agreement to reduce the aggregate value of Shares that may be issued under the ATM Program from up to $500 million to up to approximately $276 million. As a result of such amendment, and taking into account the 13,000,800 Shares sold to up to the date of such amendment, the maximum amount currently available under the ATM Program is approximately $141 million.

The Company intends to use the net proceeds from the ATM Program to fund the continued development and further exploration of its mineral properties, including the Rook I Project, and for general corporate purposes.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

2024 Australian Equity Financing

On May 15, 2024, the Company closed the ASX Offering pursuant to the Placement Agreement with a lead manager and bookrunner in Australia resulting in the issuance of 20,161,290 Shares at a price of $11.11 per Share for aggregate gross proceeds of approximately $224 million with settlement occurring through newly listed CDIs on the ASX to increase liquidity for NexGen trading.

Working Capital and Change in Cash Position

NexGen had a working capital surplus of $96.6 million, including the 2023 and 2024 Debentures (together, the “Debentures”), as at June 30, 2024 (December 31, 2023 - $120.6 million, January 1, 2023 - $47.6 million, restated - refer to Note 3(d) of the Interim Statements) and $572.4 million of cash on hand as at June 30, 2024 (December 31, 2023 - $290.7 million, January 1, 2023 - $134.4 million, restated - refer to Note 3(d) of the Interim Statements). The Company currently has sufficient cash to fund its current operating and administration costs for at least 15 months. In addition, the Company held 2.7 M lbs of U₃O₈ with a value of $341.2 million as at June 30, 2024 (December 31, 2023 - nil). Excluding the Debentures from working capital, and including the strategic inventory of 2.7 M lbs of U₃O_8,the Company had a working capital surplus of $902.4 million. This adjustment to working capital to exclude the Debentures and include the strategic inventory is a non-IFRS financial measure used by management to monitor the Company’s liquidity and ability to fund its operations. Management also believes that providing such information to securities analysts, investors, and other interested parties who frequently use non-IFRS measures in the evaluation of issuers will allow them to better compare NexGen’s liquidity and capital resources against others in its industry on a period-by-period basis.

The decrease in working capital of $24.0 million from December 31, 2023 to June 30, 2024 was primarily attributable to the issuance of the 2024 Debentures and expenditures incurred to advance the Rook I Project together with the funding of operational and administration costs, offset by proceeds raised from the ATM Program, ASX Offering, and stock option exercises.

The net change in cash position at June 30, 2024 from March 31, 2024 was an increase of $189.2 million, attributable to the following components of the statement of cash flows:

•

Operating activities had an outflow of $2.4 million in the Current Quarter, due primarily to the payment of general and administrative expenses offset by finance income (Comparative Quarter - outflow of $15.1 million).

•

Investing activities used $26.7 million in the Current Quarter, associated primarily with the development of the Rook I Project (Comparative Quarter - outflow of $29.1 million).

•

Financing activities had an inflow of $218.3 million in the Current Quarter (Comparative Quarter - inflow of $9.2 million) primarily due to the net proceeds from the ASX Offering of $216.3 million and stock option exercises of $6.8 million offset by interest paid on the Debentures of $4.5 million.

The net change in cash position at June 30, 2024 from December 31, 2023 was an increase of $281.6 million, attributable to the following components of the statement of cash flows:

•

Operating activities used $11.7 million in the Current Period, associated primarily with general and administrative expenses offset by finance income (Comparative Period - outflow of $22.7 million).

•

Investing activities used $60.7 million in the Current Period, associated primarily with the development of the Rook I Project (Comparative Period - outflow of $47.6 million).

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

•

Financing activities had an inflow of $353.2 million in the Current Period (Comparative Period - inflow of $36.8 million) primarily due to net proceeds from the ATM program of $130.2 million, net proceeds from the ASX Offering of $216.3 million, and proceeds from option exercises of $11.7 million, offset by interest paid on the Debentures of $4.5 million.

Capital Management

The Company manages its capital structure, and adjusts it, based on the funds available to the Company, 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.

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 debentures to fund its activities and will continue to require significant additional financing to fund its operations, including continuing with currently contemplated exploration and development 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 ended June 30, 2024.

Contractual Obligations and Commitments

Significant Undiscounted Obligations and Commitments as at June 30, 2024

	Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years		Total
Trade and other payables	$	20,438	$	—	$	—	$	—	$	20,438
Convertible debentures		464,685		—		—		—		464,685
Lease liabilities		1,476		738		—		—		2,214
	$	486,599	$	738	$	—	$	—	$	487,337

As at December 31, 2023 - restated (refer to the Interim Statements Note 3(d)):

	Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years		Total
Trade and other payables	$	26,986	$	—	$	—	$	—	$	26,986
Convertible debentures		158,478		—		—		—		158,478
Lease liabilities		1,476		1,476		—		—		2,952
	$	186,940	$	1,476	$	—	$	—	$	188,416

As at January 1, 2023 - restated (refer to the Interim Statements Note 3(d)):

	Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years		Total
Trade and other payables	$	13,723	$	—	$	—	$	—	$	13,723
Convertible debentures		80,021		—		—		—		80,021
Lease liabilities		1,346		2,574		—		—		3,920
	$	95,090	$	2,574	$	—	$	—	$	97,664

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Summary of Quarterly Results

Summary of Quarterly Results (Unaudited)

	For the three months ended
$000s except per share amounts	Jun 30,	Mar 31,	Dec 31,	Sept 30,
$000s except per share amounts	2024	2024	2023	2023
Finance income	5,923	3,505	2,324	1,103
Net income (loss)	13,196	(34,620)	159,968	(63,196)
Net income (loss) for the period attributable to shareholders of NexGen	13,196	(34,620)	158,901	(52,135)
Basic earnings (loss) per share	0.02	(0.06)	0.30	(0.11)
Diluted earnings (loss) per share	(0.02)	(0.06)	0.29	(0.11)

	For the three months ended
$000s except per share amounts	Jun 30,	Mar 31,	Dec 31,	Sept 30,
$000s except per share amounts	2023	2023	2022	2022
Finance income	1,247	1,356	1,149	896
Net income (loss)	(17,498)	(9,107)	(20,155)	(27,298)
Net income (loss) for the period attributable to shareholders of NexGen	(19,292)	(6,658)	(22,505)	(21,895)
Basic earnings (loss) per share	(0.04)	(0.01)	(0.05)	(0.05)
Diluted earnings (loss) per share	(0.04)	(0.01)	(0.05)	(0.05)

NexGen does not derive any revenue from its operations except for interest income from its cash. Its primary focus is the development of the Rook I Project, in addition to the acquisition, exploration, evaluation and development of resource properties.

The fluctuations in income (loss) are mainly the result of the gain recognized on the deconsolidation of IsoEnergy in the fourth quarter of 2023 of $204.0 million, the loss recognized on the conversion of the Company’s US$15 million in aggregate principal amount of 7.5% unsecured convertible debentures into Shares in the third quarter of 2023, mark-to-market gains or losses recognized on the fair value re-valuation of the Debentures at each quarter driven primarily by the changes in share price of the Company with any changes in the fair value being recognized in the income (loss) for the quarter, and the Black Scholes valuation of the share-based compensation.

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

The income (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.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Related Party Transactions

Compensation of Key Management and Directors

	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Short-term compensation ⁽¹⁾	$	818	$	1,666	$	1,648	$	2,711
Share-based payments⁽²⁾		5,042		4,991		10,109		11,676
Consulting fees ⁽³⁾		32		32		65		65
	$	5,892	$	6,689	$	11,822	$	14,452

⁽¹⁾Short-term compensation to key management personnel for the three and six months ended June 30, 2024 amounted to $818 and $1,648 (2023 - $1,666 and $2,711) of which $818 and $1,648 (2023 - $1,595 and $2,592) was expensed and included in salaries, benefits, and directors’ fees on the statement of net loss and comprehensive loss. The remaining $nil and $nil (2023 - $71 and $119) was capitalized to exploration and evaluation assets.

⁽²⁾Share-based payments to key management personnel for the three and six months ended June 30, 2024 amounted to $5,042 and $10,109 (2023 - $4,991 and 11,676) of which $5,042 and $10,109 (2023 - $4,909 and $11,351) was expensed and $nil and $nil (2023 - $82 and $325) was capitalized to exploration and evaluation assets.

⁽³⁾The Company used consulting services from Flying W Consulting Inc., which is associated with Brad Wall, a director of the Company in relation to advice on corporate matters for the three and six months ended June 30, 2024 amounting to $32 and $65 (2023 - $32 and 65) pursuant to a consulting contract providing for a monthly service fee of $11 and terminable upon three months’ notice.

The Company received rental income for shared office space from IsoEnergy for the three and six months ended June 30, 2024 $8 and $17 of (2023 - $nil and $nil).

As at June 30, 2024, there was $22 (December 31, 2023 - $43) 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 Shares and an unlimited number of preferred shares. As at August 7, 2024, there were 564,695,597 Shares, 46,377,129 stock options with exercise prices ranging between $1.59 and $9.33, and no preferred shares issued and outstanding.

Outstanding Convertible Debentures

On September 22, 2023, the Company entered into agreements with QRC and WHSP for gross proceeds of US$110 million in connection with the 2023 Private Placement of the 2023 Debentures. The 2023 Debentures carry a 9.0% coupon, have a maturity date of September 22, 2028 and are convertible at the holder’s option at a conversion price of US$6.76 into a maximum of 16,272,189 Shares of NexGen. As at August 7, 2024, US$110 million of the principal of the 2023 Debentures remain outstanding.

On May 28, 2024, NexGen entered into an agreement with MMCAP for the issuance of the 2024 Debentures as consideration for the purchase of approximately 2.7 M lbs of natural uranium concentrate (U₃O₈). The 2024 Debentures carry a 9% coupon, have a maturity date of May 28, 2029, and are convertible at the holder’s option at a conversion price of US$10.73 into a maximum of 23,299,161 Shares of NexGen. As at August 7, 2024, US$250 million of the principal of the 2024 Debentures remain outstanding.

Convertible Debenture	Principal	Conversion Price	Type of shares issuable upon conversion	Number of shares issuable upon conversion
2023 Debentures	US$110 million	US$6.76	Shares	16,272,189
2024 Debentures	US$250 million	US$10.73	Shares	23,299,161

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

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 exploration and evaluation 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 include exploration and evaluation assets, convertible debentures, strategic inventory, assessment of control, and share-based payments. Refer to the Annual Financial Statements for further detail of the Company’s critical accounting estimates.

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 exploration and evaluation assets, strategic inventory, convertible debentures, assessment of control, and share-based payments. Refer to the Annual Financial Statements for further detail of the Company’s critical accounting estimates.

Changes in Accounting Policies including Initial Adoption

The Company has had no significant changes in accounting policies, except for the adoption of amendments to IAS 1 (refer to Interim Statements Note 3(d)) and the net realizable value assessment related to strategic inventory (refer to Interim Statements Note 3(c)). Refer to the Annual Financial Statements for further details of the Company’s changes in accounting policies.

Financial Instruments and Risk Management

The Company’s financial instruments consist of cash, amounts receivable, lease receivable, accounts payable and accrued liabilities, and the 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.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

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 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 Debentures are classified as Level 2.

Risk Factors

Readers of this MD&A should give careful consideration to the information included or incorporated by reference in this document and the Interim Statements. For further details of risk factors, please refer to the most recent Annual Information Form, and the Annual Financial Statements and associated management’s discussion and analysis, each filed on SEDAR+ at www.sedarplus.ca, and the below discussions.

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 and 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 financial institutions. 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, 2024		December 31, 2023
Cash	$	572,363	$	290,743
Amounts receivable		1,323		1,940
Lease receivable		3,758		4,014
	$	577,444	$	296,697

Liquidity Risk

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

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 and the Debentures. The Company maintains Canadian and US dollar bank accounts in Canada.

The Company is exposed to foreign exchange risk on its Debentures. At maturity the aggregate of the US$110 million principal amount of the 2023 Debentures and US$250 million principal amount of the 2024 Debentures will become 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 Debentures for the next twelve months. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/US dollar exchange rate that may make the Debentures more costly to repay.

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 equity prices may affect the valuation of the Debentures which may adversely impact the Company’s earnings.

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, 2024. 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 2023 Debentures in an aggregate principal amount of US$110 million and the 2024 Debentures in an aggregate principal amount of US$250 million, both carry a fixed interest rate of 9.0% per annum and are not subject to interest rate fluctuations.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

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. 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.

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 and development 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 Debentures. Failure to repay the Debentures in accordance with the terms thereof would have a material adverse effect on the Company’s financial position.

In the long-term, the Company’s success will depend on continued exploration, development and mining activities on its existing properties, which will depend ultimately on the Company’s ability to achieve and maintain profitability and positive cash flow from operations, by developing the properties into profitable mining activities. The economic viability of mining activities, including the expected duration and profitability of the Rook I Project, has many risks and uncertainties. See “Other Risk Factors - General Inflationary Pressures” and “Other Risk Factors - Industry and Economic Factors that May Affect the Business” below.

Capital Intensive Operations and Uncertainty of Additional Financing

The Company’s operations are capital intensive and future capital expenditures are expected to be substantial. The Company will require significant additional financing to fund its operations, including the development of the Rook I Project and associated mine construction costs. In the absence of such additional financing, the Company will not be able to fund its operations, which may result in delays, curtailment or abandonment of any one or all of its uranium properties. See “Other Risk Factors - Exploration and Development Risks” below.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

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 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).

The Price of Uranium and Alternate Sources of Energy

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 hydroelectricity. These sources are somewhat interchangeable with nuclear energy, particularly over the longer term. If lower prices of oil, natural gas, coal and hydroelectricity 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.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

Exploration and Development 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, whether as expected or at all. 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, including significantly higher than expected capital costs to construct the mine and/or processing plant; significant delays, reductions or stoppages of mining development or uranium extraction activities; difficulty in marketing and/or selling uranium concentrates; significantly higher than expected extraction costs and significantly lower than expected uranium extraction. See “Other Risk Factors - General Inflationary Pressures” and “Other Risk Factors - Industry and Economic Factors that May Affect the Business” below. The Company’s ability to develop and bring the Rook I Project into production is dependent upon the services of appropriately experienced personnel and/or third-party contractors who can provide such expertise. There can be no assurance that the Company will have available to it the necessary expertise when and if it brings the Rook I Project into production. See “Other Risk Factors - Reliance upon Key Management and Other Personnel” below.

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 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.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

(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, project development 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.

Even if appropriately skilled personnel and third-party contractors are secured, the timely and cost-effective completion of work will depend to a large degree on the satisfactory performance of such personnel and third-party contractors who will be responsible for different elements of the Company’s exploration and development work, including the site and mine plan. If any of these personnel or third-party contractors do not perform to accepted or expected standards, the Company may be required to hire different personnel or contractors to complete tasks, which may impact schedules and add costs to the Rook I Project, which, in some cases could be significant. A major contractor default, or the failure of the Company to properly manage contractor performance, could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Imprecision of Mineral Reserve and Resource Estimates

Mineral Reserve and 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 geological assumptions based on limited data, and 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.

General Inflationary Pressures

General or market specific inflationary pressures may affect labour, development, mining and other costs, which could have a material adverse effect on the Company’s financial condition, results of operations and the capital expenditures required to advance the Company’s business plans. There can be no assurance that any governmental action taken to control inflationary or deflationary cycles will be effective or whether any governmental action may contribute to economic uncertainty. Governmental action to address inflation or deflation may also affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on the Company’s business, results of operations, cash flow, financial condition and the price of the Shares.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

(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; and global economic and uranium price and exchange rate volatility, all of which are uncertain. The Company’s expected mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any resources that the Company extracts materials from will result in profitable mining activities.

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. Certain of NexGen’s properties are subject to various royalty agreements.

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 Debentures and repaying the principal amount thereof at maturity (or sooner in the event of redemption in accordance with the terms of the 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.

Reliance on a Third Party for Storage of U₃O₈ Purchased

The U₃O₈ purchased in connection with the Acquisition is held by a third-party storage provider (the “Storage Provider”) pursuant to a storage contract that generally only allows for a book transfer of U₃O₈ between holders of accounts at such storage facility. Since the U₃O₈ held with the Storage Provider cannot physically be removed from the storage facility, except in limited specified circumstances, this could limit the number of potential buyers in the future.

In addition, the terms of the storage contract allow for the commingling of assets with ownership generally determined by book entry. Thus, if the Storage Provider were to become insolvent, or the Storage Provider or another third party were to seek to challenge the Company’s beneficial ownership of U₃O₈ held by the Storage Provider, it may be difficult not to only to access the storage facility but also to retrieve the Company’s U₃O₈ from storage. Any such challenge, if successful in preventing or delaying the Company from transferring or retrieving its U₃O₈ from storage, could have a material adverse effect on the Company’s business, results of operations or financial condition.

The Storage Provider’s liability to the Company for breaches of the storage contract is limited to the cost of the affected U₃O₈ and excludes any indirect, special, economic, incidental and consequential losses. If the Company suffers such losses, it may have no recourse against the Storage Provider, which could have a material adverse effect on the Company’s business, results of operations or financial condition.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

The Company has the benefit of insurance arrangements obtained by a third party on standard industry terms to cover the loss of a portion of the physical uranium. There is no guarantee that insurance in favour of the Company will fully cover the Company in the event of loss or damage to U₃O₈. NexGen may be financially and legally responsible for losses and/or damages not covered by insurance. Such responsibility could have a material adverse effect on its business, results of operations or financial condition.

For further information on Risk Factors, refer to those set forth in the Company most recent Annual Information Form, filed under the Company’s profile on SEDAR+ at www.sedarplus.ca on EDGAR at www.sec.gov.

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.

Disclosure Controls and Internal Control Over Financial Reporting

Disclosure Controls and Procedures

Management maintains appropriate information systems, procedures and controls to provide reasonable assurance that information that is publicly disclosed is complete, reliable and timely. The Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) of the Company, along with the assistance of management under their supervision, have designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Company is made known to the CEO and CFO, and have designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Changes in Internal Controls

During the period ended June 30, 2024, 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 CEO and the CFO, believe that any control system, 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.

NexGen Energy Ltd.

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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

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 Rook I FS Technical Report filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

All scientific and technical information in this MD&A has been reviewed and approved by Mr. Kevin Small, P.Eng., Senior Vice President, Operations and Engineering, and Mr. Jason Craven, P.Geo., Manager, Exploration for NexGen. Each of Mr. Small and Mr. Craven is a qualified person for the purposes of NI 43-101. Mr. Craven 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 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”, “Measured Mineral Resource”, “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” 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. The requirements of NI 43-101 are different than Securities and Exchange Commission disclosure requirements applicable to mineral reserves and mineral disclosure. Therefore, disclosure relating to Mineral Reserves and Mineral Resources contained herein is not comparable to disclosure by issuers required to comply with Securities and Exchange Commission disclosure requirements.

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 on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, on the ASX at www.asx.com.au 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.

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:

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, 2024.

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

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

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

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

(a)

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

(i)

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

(ii)

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

(b)

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

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is 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

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, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 7, 2024

“Leigh Curyer”

_______________________

Leigh Curyer

Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Benjamin Salter, Chief Financial Officer of NexGen Energy Ltd., certify the following:

(a)

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

(i)

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

(ii)

(b)

5.1

5.2

N/A

5.3

N/A

Date: August 7, 2024

“Benjamin Salter”

_______________________

Benjamin Salter

Chief Financial Officer

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