UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F/A

(Amendment No. 1)

 

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

 

or

 

Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended                    Commission File Number                   

 

enCore Energy Corp.

(Exact name of Registrant as specified in its charter)

 

Canada   1094   N/A
(Province or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

101 N. Shoreline Blvd. Suite 450

Corpus Christi, TX 78401

(361) 239-5449

(Address and telephone number of Registrant’s principal executive offices)

 

Cogency Global Inc.

122 E. 42nd Street, 18th Floor

New York, New York 10168

(800) 221-0102

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Copies to:

 

Mark D. Wood Edward L. Mayerhofer
Alyse A. Sagalchik Morton Law LLP
Katten Muchin Rosenman LLP 1200-750 W. Pender Street
525 W. Monroe Street Vancouver, BC V6C 2T8
Chicago, IL 60661 (604) 331-9543
(312) 902-5200  

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares   EU   Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

For annual reports, indicate by check mark the information filed with this Form:

 

☐  Annual information form ☐  Audited annual financial statements

  

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☐ No ☒

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

 

Yes ☐ No ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

enCore Energy Corp. (the “Registrant”) is a Canadian issuer whose common shares are listed on the TSX Venture Exchange and is eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the U.S.-Canadian Multijurisdictional Disclosure System. The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. The Registrant filed a Registration Statement on Form 40-F on August 30, 2022 (SEC File No. 001-41489) (the “Registration Statement”).

 

The Registrant is filing this Amendment No. 1 to the Registration Statement to (i) include additional exhibits, each of which is being incorporated by reference in the Registration Statement and (ii) amend the exhibit references under the heading “Principal Documents.” No other amendment to the Registration Statement is being effected hereby. 

 

 

 

 

FORWARD LOOKING STATEMENTS

 

The exhibits incorporated by reference into this Registration Statement of the Registrant contain “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) that are based on the expectations, estimates and projections at the time such forward-looking statements were made. All statements, other than statements of historical fact, incorporated by reference are forward-looking information. In certain cases, forward-looking statements can be identified by the use of words such as “plans,” “expects” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” or “believes,” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “might” or “will be taken,” “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Registrant believes the expectations reflected in those forward -looking statements are reasonable, but there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. 

 

In particular, the exhibits incorporated by reference into this Registration Statement of the Registrant include forward-looking statements pertaining to the following, among others:

 

business strategy, strength and focus;
proposed future expenditures;
the satisfaction of certain conditions in respect of certain properties in which the Registrant may obtain an interest;
the granting of regulatory approvals;
the timing and receipt of regulatory approvals;
the resource potential of the Registrant’s properties;
the estimated quantity and quality of mineral resources;
projections of market prices, costs and the related sensitivity of distributions;
expectations regarding the ability to raise capital and to continually add to resources through acquisitions and development;
treatment under governmental regulatory regimes and tax laws, and capital expenditure programs;
expectations with respect to the Registrant’s future working capital position; and
capital expenditure programs.

 

With respect to forward-looking statements contained in the exhibits incorporated by reference into this Registration Statement of the Registrant, assumptions have been made regarding, among other things:

 

the future price of commodities;
geological estimates in respect of mineral resources;
future development plans for the Registrant’s properties unfolding as currently envisioned;
future capital expenditures to be made by the Registrant;
future sources of funding for the Registrant’s capital program;
the Registrant’s future debt levels;
the ability of the Registrant to make payments required to maintain its existing and future exploration licenses and option agreements in good standing;
the timing, amount and cost of estimated future production;
costs and timing of the development of new deposits;
the regulatory framework governing royalties, taxes and environmental matters in jurisdictions in which the Registrant conducts its business and may conduct its business in the future;
the impact of any changes in the applicable laws;
the ability of the Registrant to obtain exploration licenses, access rights, approvals, permits and licenses, and the timing of receipt of such items;

 

i

 

 

the Registrant’s ability to obtain qualified staff and equipment in a timely and cost-efficient manner;
the impact of increasing competition on the Registrant;
the intentions of the Registrant’s board of directors will respect to executive compensation plans and corporate governance programs; and
future exchange rates being consistent with the Registrant’s expectations.

 

Actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors below:

 

the speculative nature of exploration, appraisal and development of mineral properties;
there are no known mineral resources or commercial quantities of mineral reserves on the Registrant’s properties;
uncertainties in access to future funding for exploration and development of the Registrant’s properties;
changes in the cost of operations, including costs of extracting and delivering minerals to market, that affect potential profitability of the Registrant;
operating hazards and risks inherent in mineral exploration and mining;
volatility in global equities, commodities, foreign exchange, market price of precious and base metals and a lack of market liquidity;
unexpected costs or liabilities for environmental matters, including those related to climate change;
changes to laws or regulations, or more stringent enforcement of current laws or regulations;
ability of the Registrant to obtain and maintain required exploration licenses, access rights, approvals or permits;
unexpected defects in the Registrant’s rights or title to its properties, or claims by other parties over the Registrant’s properties;
competition for financial resources and technical facilities;
ability of the Registrant to retain the services of its directors or officers;
in case the Registrant disposes of its properties, it may not be able to acquire other mineral properties of merit;
unexpected and uninsurable risks may arise;
limitations on the transfer of cash or assets between the Registrant and its foreign subsidiaries, or among such subsidiaries, could restrict the Registrant’s ability to fund its operations efficiently;
changes in the political and related legal and economic environment in jurisdictions in which the Registrant operates; and
other factors discussed under “Risk Factors” and elsewhere in the exhibits incorporated by reference into this Registration Statement of the Registrant.

 

A more detailed description of assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Registrant’s disclosure documents, such as the Registrant’s Annual Information Form for the year ended December 31, 2021, dated August 11, 2022 (the “AIF”), on the SEDAR website at www.sedar.com and attached hereto as Exhibit 99.142. Although the Registrant has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in the exhibits incorporated by reference are expressly qualified by this cautionary statement. The forward-looking information contained in the exhibits incorporated by reference represents the expectations of the Registrant as of the date of such exhibit and, accordingly, is subject to change after such date. However, the Registrant expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

 

ii

 

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing standards. IFRS differs in certain respects from United States generally accepted accounting principles (“U.S. GAAP”) and from practices prescribed by the SEC. Therefore, all financial statements filed with this registration statement may not be comparable to financial statements prepared in accordance with U.S. GAAP.

 

PRINCIPAL DOCUMENTS

 

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.157, inclusive, as set forth in the Exhibit Index attached hereto.

 

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of the independent auditors named in the foregoing exhibits as Exhibit 99.156 and Exhibit 99.157, as set forth in the Exhibit Index attached hereto.

 

TAX MATTERS

 

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

 

DESCRIPTION OF COMMON SHARES

 

The required disclosure is included under the heading “Capital Structure” in the Registrant’s AIF, attached hereto as Exhibit 99.142.

 

CURRENCY

 

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in United States dollars.    

 

NASDAQ CORPORATE GOVERNANCE

 

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by U.S. domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, www.encoreenergycorp.com, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

A. Undertaking. The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

 

B. Consent to Service of Process. The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

 

1

 

 

EXHIBIT INDEX

 

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

 

Exhibit   Description
     
99.1*   News Release dated January 5, 2021
     
99.2*   Material Change Report dated January 5, 2021
     
99.3*   Securities Purchase Agreement by and among the Registrant, Westwater Resources, Inc., and URI Neutron Holdings II, Inc., dated December 31, 2020
     
99.4*   News Release dated February 2, 2021
     
99.5*   Material Change Report dated February 2, 2021
     
99.6*   News Release dated February 12, 2021
     
99.7*   News Release dated February 16, 2021
     
99.8*   Material Change Report dated February 17, 2021
     
99.9*   News Release dated February 26, 2021
     
99.10*   News Release dated March 9, 2021
     
99.11*   News Release dated March 9, 2021
     
99.12*   Material Change Report dated March 9, 2021
     
99.13*   Warrant Indenture by and between the Registrant and Computershare Trust Company of Canada, dated March 9, 2021
     
99.14*   Form 45-106F1 Report of Exempt Distribution dated March 19, 2021
     
99.15*   News Release dated March 30, 2021
     
99.16*   News Release dated April 6, 2021
     
99.17*   News Release dated April 12, 2021
     
99.18*   News Release dated April 15, 2021
     
99.19*   Consolidated Financial Statements as of and for the years ended December 31, 2020 and 2019, dated April 29, 2021
     
99.20*   CFO Certification of Annual Filings Venture Issuer Basic Certificate dated April 29, 2021
     
99.21*   CEO Certification of Annual Filings Venture Issuer Basic Certificate dated April 29, 2021
     
99.22*   Management’s Discussion & Analysis for the year ended December 31, 2020, dated April 29, 2021
     
99.23*   ON Class 1 Reporting Issuers and Class 3B Reporting Issuers—Participation Fee Management Certification of CFO dated April 29, 2021

 

2

 

 

99.24*   AB Class 1 Reporting Issuers and Class 3B Reporting Issuers—Participation Fee Management Certification of CFO dated April 29, 2021
     
99.25*   News Release dated May 11, 2021
     
99.26*   Interim Condensed Consolidated Financial Statements as of and for the Three Months Ended March 31, 2021 and 2020 (Unaudited), dated as of May 28, 2021
     
99.27*   Management’s Discussion and Analysis for the Three Months Ended March 31, 2021, dated as of May 28, 2021
     
99.28*   CFO Certification of Interim Filings Venture Issuer Basic Certificate dated May 28, 2021
     
99.29*   CEO Certification of Interim Filings Venture Issuer Basic Certificate dated May 28, 2021
     
99.30*   News Release dated June 1, 2021
     
99.31*   News Release dated June 7, 2021
     
99.32*   News Release dated June 24, 2021
     
99.33*   Technical Report dated June 9, 2021 and filed on July 14, 2021
     
99.34*   Consent of Qualified Person dated July 14, 2021
     
99.35*   Consent of Qualified Person dated July 14, 2021
     
99.36*   Certificate of Qualified Person dated July 14, 2021
     
99.37*   Certificate of Qualified Person dated July 14, 2021
     
99.38*   News Release dated July 20, 2021
     
99.39*   News Release dated July 26, 2021
     
99.40*   News Release dated August 4, 2021
     
99.41*   News Release dated August 4, 2021
     
99.42*   Material Change Report dated August 5, 2021
     
99.43*   Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2021 and 2020 (Unaudited), dated as of August 26, 2021
     
99.44*   Management’s Discussion and Analysis for the Six Months Ended June 30, 2021, dated as of August 26, 2021
     
99.45*   CFO Certification of Interim Filings Venture Issuer Basic Certificate dated August 26, 2021
     
99.46*   CEO Certification of Interim Filings Venture Issuer Basic Certificate dated August 26, 2021
     
99.47*   News Release dated September 7, 2021
     
99.48*   Arrangement Agreement by and between the Registrant and Azarga Uranium Corp., dated September 7, 2021

 

3

 

 

99.49*   Material Change Report dated September 9, 2021
     
99.50*   Amended Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2021 and 2020 (Unaudited)
     
99.51*   Amended Management’s Discussion and Analysis for the Six Months Ended June 30, 2021, dated as of August 26, 2021
     
99.52*   CFO Certification of Refiled Interim Filings Venture Issuer Basic Certificate dated October 1, 2021
     
99.53*   CEO Certification of Refiled Interim Filings Venture Issuer Basic Certificate dated October 1, 2021
     
99.54*   Notice of the Meeting and Record Date dated October 8, 2021
     
99.55*   Amended Management’s Discussion and Analysis for the Six Months Ended June 30, 2021, dated as of August 26, 2021
     
99.56*   CFO Certification of Refiled Interim Filings Venture Issuer Basic Certificate dated October 18, 2021
     
99.57*   CEO Certification of Refiled Interim Filings Venture Issuer Basic Certificate dated October 18, 2021
     
99.58*   News Release dated October 21, 2021
     
99.59*   Notice of the Meeting and Record Date (amended) dated November 4, 2021
     
99.60*   CFO Certification of Interim Filings Venture Issuer Basic Certificate dated November 12, 2021
     
99.61*   CEO Certification of Interim Filings Venture Issuer Basic Certificate dated November 12, 2021
     
99.62*   Management’s Discussion and Analysis for the Nine Months Ended September 30, 2021, dated as of November 12, 2021
     
99.63*   Interim Condensed Consolidated Financial Statements as of and for the Nine Months Ended September 30, 2021 and 2020 (Unaudited), dated as of November 12, 2021
     
99.64*   Notice Declaring Intention to be Qualified under National Instrument 44-101 – Short Form Prospectus Distributions
     
99.65*   News Release dated November 17, 2021
     
99.66*   Material Change Report dated November 18, 2021
     
99.67*   News Release dated November 23, 2021
     
99.68*   Notice of the Meeting and Record Date (amended) dated November 29, 2021
     
99.69*   Notice of Meeting dated November 30, 2021
     
99.70*   Management Information Circular for the Annual General Meeting of Shareholders dated November 30, 2021
     
99.71*   Form of Proxy for the Annual General Meeting of Shareholders
     
99.72*   News Release dated December 13, 2021

 

4

 

 

99.73*   News Release dated December 23, 2021
     
99.74*   News Release dated January 4, 2022
     
99.75*   Material Change Report dated January 6, 2022
     
99.76*   News Release dated January 12, 2022
     
99.77*   News Release dated January 31, 2022
     
99.78*   News Release dated February 14, 2022
     
99.79*   Business Acquisition Report dated February 14, 2022
     
99.80*   News Release dated March 1, 2022
     
99.81*   News Release dated March 1, 2022
     
99.82*   Annual Information Form for the year ended December 31, 2020 dated as of March 1, 2022
     
99.83*   CFO Certification of Annual Filings In Connection With Voluntarily Filed AIF dated March 1, 2022
     
99.84*   CEO Certification of Annual Filings In Connection With Voluntarily Filed AIF dated March 1, 2022
     
99.85*   Technical Report dated February 25, 2022 and filed on March 1, 2022
     
99.86*   Consent of Qualified Person dated March 1, 2022
     
99.87*   Consent of Qualified Person dated March 1, 2022
     
99.88*   Consent of Qualified Person dated March 1, 2022
     
99.89*   Consent of Qualified Person dated March 1, 2022
     
99.90*   Certificate of Qualified Person dated March 1, 2022
     
99.91*   Certificate of Qualified Person dated March 1, 2022
     
99.92*   Certificate of Qualified Person dated March 1, 2022
     
99.93*   Certificate of Qualified Person dated March 1, 2022
     
99.94*   News Release dated March 1, 2022
     
99.95*   Marketing Materials dated March 1, 2022
     
99.96*   News Release dated March 2, 2022
     
99.97*   Marketing Materials dated March 2, 2022
     
99.98*   Material Change Report dated March 2, 2022
     
99.99*   Material Change Report dated March 2, 2022
     
99.100*   Underwriting Agreement by and between the Registrant and Clarus Securities Inc. dated March 7, 2022

 

5

 

 

99.101*   Marketing Materials dated March 7, 2022
     
99.102*   News Release dated March 7, 2022
     
99.103*   Arrangement Agreement by and between the Registrant and Azarga Uranium Corp. dated September 7, 2021 and filed on March 14, 2022
     
99.104*   Amendment to Arrangement Agreement by and between the Registrant and Azarga Uranium Corp. dated November 22, 2021 and filed on March 14, 2022
     
99.105*   Amended and Restated Technical Report dated March 22, 2022
     
99.106*   Amended Interim Condensed Consolidated Financial Statements as of and for the Nine Months Ended September 30, 2021 and 2020 (Unaudited)
     
99.107*   CFO Certification of Refiled Interim Filings dated March 22, 2022
     
99.108*   CEO Certification of Refiled Interim Filings dated March 22, 2022
     
99.109*   News Release dated March 25, 2022
     
99.110*   Warrant Indenture by and between the Registrant and Computershare Trust Company of Canada, dated March 22, 2022
     
99.111*   Material Change Report dated March 25, 2022
     
99.112*   News Release dated April 11, 2022
     
99.113*   News Release dated April 18, 2022
     
99.114*   Notice of the Meeting and Record Date dated April 18, 2022
     
99.115*   Consolidated Financial Statements as of and for the years ended December 31, 2021 and 2020, dated April 29, 2022
     
99.116*   CFO Certification of Annual Filings Venture Issuer Basic Certificate dated April 29, 2022
     
99.117*   CEO Certification of Annual Filings Venture Issuer Basic Certificate dated April 29, 2022
     
99.118*   Management’s Discussion & Analysis for the year ended December 31, 2021, dated April 29, 2022
     
99.119*   ON Class 1 Reporting Issuers and Class 3B Reporting Issuers—Participation Fee Management Certification of CFO dated April 29, 2021
     
99.120*   AB Class 1 Reporting Issuers and Class 3B Reporting Issuers—Participation Fee Management Certification of CFO dated April 29, 2021
     
99.121*   Management’s Discussion & Analysis for the year ended December 31, 2021, dated April 29, 2022 (amended)
     
99.122*   News Release dated May 3, 2022
     
99.123*   Material Change Report dated May 3, 2022
     
99.124*   Notice of the Meeting and Record Date (amended) dated May 17, 2022

 

6

 

 

99.125*   Notice of Meeting dated May 20, 2022
     
99.126*   Management Information Circular dated May 20, 2022
     
99.127*   Form of Proxy
     
99.128*   News Release dated May 25, 2022
     
99.129*   News Release dated May 26, 2022
     
99.130*   CFO Certification of Interim Filings Venture Issuer Basic Certificate dated May 27, 2022
     
99.131*   CEO Certification of Interim Filings Venture Issuer Basic Certificate dated May 27, 2022
     
99.132*   Management’s Discussion and Analysis for the Three Months Ended March 31, 2022 and 2021 dated as of May 27, 2022
     
99.133*   Interim Condensed Consolidated Financial Statements as of and for the Three Months Ended March 31, 2022 and 2021 (Unaudited), dated as of May 27, 2022
     
99.134*   Material Change Report dated May 30, 2022
     
99.135*   News Release dated June 1, 2022
     
99.136*   Material Change Report dated June 1, 2022
     
99.137*   News Release dated June 23, 2022
     
99.138*   News Release dated June 28, 2022
     
99.139*   News Release dated July 18, 2022
     
99.140*   News Release dated August 2, 2022
     
99.141*   News Release dated August 10, 2022
     
99.142*   Annual Information Form dated August 11, 2022
     
99.143*   CFO Certification of Annual Filings in Connection with Voluntarily Filed AIF dated August 11, 2022
     
99.144*   CEO Certification of Annual Filings in Connection with Voluntarily Filed AIF dated August 11, 2022
     
99.145*   News Release dated August 25, 2022
     
99.146*   CFO Certification of Interim Filings Venture Issuer Basic Certificate dated August 29, 2022
     
99.147*   CEO Certification of Interim Filings Venture Issuer Basic Certificate dated August 29, 2022
     
99.148*   Management’s Discussion and Analysis for the Six Months Ended June 30, 2022 and 2021 dated as of August 29, 2022
     
99.149*   Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2022 and 2021 (Unaudited), dated as of August 29, 2022
     
99.150   Vendor Code of Conduct

 

7

 

 

99.151   Code of Business Conduct and Ethics
     
99.152   News Release dated September 6, 2022
     
99.153   News Release dated September 12, 2022
     
99.154   News Release dated September 14, 2022
     
99.155   Material Change Report dated September 15, 2022
     
99.156*   Consent of Davidson & Company LLP dated August 30, 2022
     
99.157*   Consent of BDO Canada LLP dated August 30, 2022

 

* Previously Filed

 

8

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  ENCORE ENERGY CORP.
   
  By: /s/ W. Paul Goranson
    Name: W. Paul Goranson
    Title: Chief Executive Officer and Director

 

Date: September 29, 2022

 

 

9

 

Exhibit 99.150

 

ENCORE ENERGY CORP.

 

VENDOR CODE OF CONDUCT

 

(As adopted by the Board on August 17, 2022)

 

enCore Energy Corp., together with its subsidiaries (collectively, the “Company”), is committed to lawful, ethical, safe and environmentally responsible behavior, and to acting professionally and fairly in all business dealings and relationships. We seek to maintain high standards in all aspects of our business and to comply with all applicable laws, rules and regulations. Actions taken by vendors, merchants and suppliers who provide products and/or services to the Company or who otherwise do business with the Company (all such suppliers, merchants and vendors and their respective employees, agents, subcontractors and affiliates are referred to herein collectively as “Vendors”) may influence the reputation and relationships of trust we hold with our customers, employees and stakeholders and, as a result, the Company expects all Vendors to maintain the Company’s same high legal, ethical, safety, environmental and human rights standards in connection with all business activities with the Company.

 

This Vendor Code of Conduct (“Code”) sets out guidelines and requirements for all Vendors who provide products and/or services to the Company or who otherwise do business with the Company. We expect each of our Vendors to comply with this Code in conducting business with or on behalf of the Company, even when this Code exceeds the requirements of applicable law. Violations of this Code can result in severe consequences for the Company and/or its Vendors. Accordingly, the Company will take appropriate action to ensure compliance with the Code, up to and including termination of business with the Vendor. While covering a wide range of business practices and procedures, this Code cannot, and does not, cover every issue that may arise, or every situation in which ethical decisions must be made, but rather sets forth key guiding principles of business conduct that the Company expects of its Vendors. The Company will not engage a Vendor if it believes the Vendor is not in compliance with this Policy or, for any reason, will not remain in compliance with this Policy throughout the term of engagement.

 

CODE OF CONDUCT

 

Each Vendor shall conduct its business relationship with the Company with honesty and integrity and in full compliance with the following policies and requirements:

 

1.Conduct Under the Law

 

Compliance with Laws, Rules, and Regulations

 

Each Vendor shall conduct its business relationship with the Company in full compliance with all applicable laws, rules, regulations and this Code.

 

No Vendor shall commit an illegal or unethical act, nor instruct or authorize others to do so, for any reason in connection with any act, decision or activity that is or may appear to be related to the Vendor’s business relationship with the Company;
All situations shall be avoided which could be perceived as improper, unethical or indicative of a casual attitude towards compliance with the law or regulations in connection with any act, decision or activity that is or may appear to be related to the Vendor’s business relationship with the Company; and
All Vendors are expected to be sufficiently familiar with the laws and regulations that apply to them, seeking advice from counsel and/or other advisors, where appropriate.

 

 

 

Insider Trading

 

All non-public information about The Company shall be considered confidential information. Vendors of The Company must always maintain the confidentiality of such non-public information and never trade in the Company securities when aware of such information, nor use such information to “tip” others who might be reasonably expected to make an investment decision on the basis of this information. Such actions are not only unethical, but also illegal. If a Vendor has any questions, the Vendor should consult the Company’s Chief Administrative Officer and General Counsel.

 

Fraud, Bribery and Corruption

 

The Company has zero tolerance for Vendors found or suspected of engaging in, condoning, or tolerating fraud, bribery, corruption, or other illegal or unethical actions. Fraud is an intentional act or omission designed to deceive another person or to obtain a benefit to which one is not entitled. Bribery is an intentional offer of monetary or other benefit to another person, government official, company or other organization to secure, or attempt to secure, a benefit in the performance of a duty, to obtain or retain business, or to obtain any other improper advantage in the conduct of business.

 

Fair Competition

 

Vendors must abide by fair business practices, including truthful and accurate advertising.

 

Payments to Government Officials; Political Contributions

 

Vendors must comply with: (a) the U.S. Foreign Corrupt Practices Act, which prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business in any country; and (b) all U.S. government laws and regulations restricting the giving of business gratuities to U.S. government officials, in connection with the provision of goods or services to the Company or otherwise arising out of a business relationship between the Vendor and the Company. Vendors may not use Company resources or assets of any kind to pay for personal political contributions.

 

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2.Conduct with enCore Energy Corp.

 

Conflicts of Interest

 

Vendors must avoid any actual or potential conflicts of interest caused by either business or personal relationships with the Company’s customers, other Vendors, the Company’s competitors or potential competitors, or the Company’s employees. Any actual or potential conflict of interest, and any connection to, or affiliation with, a Company employee or the employee’s family member, a member of the employee’s household, or someone with whom the employee has a significant personal relationship, must be disclosed to the Company.

Protection and Proper Use of Corporate Assets and Opportunities

 

Theft, carelessness and waste have a direct, negative impact on the Company’ image, reputation and profitability, and will not be tolerated. Use of the Company assets shall only be for legitimate business purposes, and the use of the Company’ property for any unlawful, unauthorized or unethical purpose is strictly prohibited. No Vendor shall intentionally damage or destroy the property of the Company or commit or condone theft.

 

Confidentiality of Corporate Information

 

Vendors must maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes (without limitation) all non-public information that might be of use to competitors or might be harmful to the Company or its partners and associates, if disclosed.

 

Legitimate Business Purposes

 

Vendors shall ensure that the Company’ assets are used for legitimate business purposes and that all transactions shall be made exclusively on the basis of price, quality, service and suitability to the Company’s needs.

 

3.Conduct with respect to Health, Safety and the Environment

 

As stated in the Company’s Health, Safety, Environment and Sustainability Policy (the “Company’s HSES Policy”), a copy of which is published on the Company’s website at www.encoreuranium.com, the Company is committed to the operation of its facilities in a manner that puts the safety of its workers, contractors and community, the protection of the environment and the principles of sustainable development above all else. Whenever issues of safety conflict with other corporate objectives, safety shall be the first consideration.

 

The Company is committed to the following principles:

 

building and operating its facilities in compliance with all applicable laws and regulations of the jurisdictions in which it operates;
adopting and adhering to standards at all of its facilities that are protective of both human health and the environment;
considering environmental and social issues which may impact its stakeholders, including minority groups, local landholders and the communities in which it operates;
encouraging the ongoing development of sound programs of sustainability in the communities in which it operates;
keeping radiation health and safety hazards and environmental risks as low as reasonably achievable; and
striving for the best outcomes possible in every situation.

 

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Each Vendor is expected to: (a) comply with all applicable laws and regulations relating to worker health and safety and protection of public health and the environment, including transportation matters; (b) comply with all of its permits and licenses applicable to all goods or services provided to or business conducted with the Company; and (c) comply with the spirit, and any applicable provisions, of the Company’s HSES Policy in connection with all goods or services provided to or business conducted with the Company. The Company may conduct supply chain audits of its Vendors for purposes of health, safety and environmental matters in any instance where it has a good reason to believe that a Vendor is conducting its business for the Company in a way that actually or threatens to violate the foregoing expectations, and the Vendor is expected to fully cooperate.

 

4.Conduct with Respect to Human Rights

 

Respect for human rights is of fundamental importance to the Company. The Company strictly prohibits the use of child labor or forced labor in all steps of its supply chain. In addition, the Company has identified the following human rights priorities, which are noted for their particular relevance to the uranium industry at large, as well as the regions in which the Company operates:

 

Protection of minority groups’ rights, with a policy of respect for varying ethnic, religious, national and linguistic identities and accommodation of those groups’ respective practices and traditions;
Protection of women’s rights, with a goal of diversifying job opportunities for women in the mining industry; and
Economic inclusion for suppliers and vendors with equal opportunities for employing individuals and businesses from the rural communities in which the Company operates, as well as members of nearby tribes.

 

The Company expects each Vendor to:

 

adhere to all applicable federal, state and provincial employment laws, and to prohibit discrimination in all aspects of employment based on race, appearance, color, religion, sex, gender identity, sexual orientation, national origin, ethnicity, disability or age (collectively, “Diversity”);
treat all Company employees with professional courtesy and respect at all times and specifically not subject any Company employee to unwelcome sexual advances, requests for sexual favors, verbal or physical conduct which might be construed as sexual or harassing in nature, comments based on Diversity, or other non-business personal comments or conduct that makes others uncomfortable; and

 

otherwise comply with the spirit of the Company’ Human Rights Policy.

 

The Company may conduct supply chain audits of its Vendors for purposes of human rights matters in any instance where it has a good reason to believe that a Vendor is conducting its business for the Company in a way that actually or threatens to violate the foregoing expectations, and the Vendor is expected to fully cooperate.

 

5.Assistance to Vendors in Improving their Compliance with the Human Rights and Other Provisions of this Code

 

If a Vendor has any questions regarding this Code, including how the Vendor may better comply with the Human Rights and other provisions of this Code, the Vendor is invited to consult with the Company’s Chief Administrative Officer and General Counsel.

 

ADMINISTRATION OF THIS CODE

 

Periodic Review by HSES Committee and Board

 

This Code has been adopted by the Company’s Board of Directors (the “Board”) and will be reviewed on an annual basis by the Company’s Health, Safety, Environmental and Sustainability Committee and the Board, and may be amended or supplemented from time to time.

 

 

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 Exhibit 99.151

 

ENCORE ENERGY CORP.

 

CODE OF BUSINESS CONDUCT AND ETHICS

 

(As approved by the Board on August 17, 2022)

 

enCore Energy Corp., together with its subsidiaries (collectively, “enCore” or the “Company”), is committed to conducting its business in accordance with all applicable laws and regulations and the highest ethical standards. This Code of Business Conduct and Ethics (the “Code”) summarizes the standards that guide the actions of enCore’s directors, officers and employees. This Code is to be read together with the Company’s Corporate Disclosure Policy, Insider Trading Policy, Whistleblower Policy, Health, Safety, Environment and Sustainability Policy, Employee Handbook and other policies of the Company.

 

All Company directors, officers, and employees must read and fully comply with this Code. In addition, all directors, officers, and employees must take all reasonable steps to prevent contraventions of this Code, to identify and raise issues before they lead to problems, and to seek additional guidance when necessary. If breaches of this Code occur, they must be reported promptly. Employees with questions concerning this Code may contact the Chief Administrative Officer and General Counsel (or the General Counsel’s designee) by telephone at 361.239.5449 or email at gzerzan@encoreuranium.com at any time. Complaints or concerns are to be reported to the Chief Administrative Officer and General Counsel or, in the case of complaints or concerns raised by directors, to the Chair of the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”). In addition, any complaints or concerns arising under this Code may be reported under the Company’s Whistleblower Policy.

 

Violations of this Code by a director, officer or employee are grounds for disciplinary action, up to and including immediate termination and possible legal prosecution.

 

The Company also expects all agents, consultants and contractors to comply with this Code.

 

This Code has been implemented pursuant to the provisions of National Instrument 58-201 – Corporate Governance – promulgated by the Canadian Securities Administrators and complies with the requirements for a “code of ethics” as set forth in section 406 of the Sarbanes-Oxley Act of 2002 (“SOX”) and the rules of the Nasdaq Capital Market Continued Listing Guide

 

1. Core Principles

 

This Code sets out written standards that are designed to deter wrongdoing and to promote:

 

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

Full, fair, accurate, timely and understandable disclosure in reports and documents that enCore files with, or submits to, applicable securities regulators and in other public communications made by enCore;

 

Compliance with applicable laws, rules and regulations;

 

The prompt internal reporting to an appropriate person or persons of violations of this Code; and

 

Accountability for adherence to this Code.

 

 

 

 

While covering a wide range of business practices and procedures, this Code cannot, and does not, cover every issue that may arise, or every situation in which ethical decisions must be made, but rather sets forth key guiding principles of business conduct that the Company expects of all of its directors, officers and employees.

 

2. Conduct Under the Law

 

Compliance with Laws, Rules, and Regulations

 

enCore, and each of its directors, officers and employees, shall conduct their business affairs with honesty and integrity and in full compliance with all applicable laws, rules, regulations, and this Code.

 

No director, officer or employee shall commit an illegal or unethical act, or instruct or authorize others to do so, for any reason, in connection with any act, decision or activity that is or may appear to be related to his or her employment by or position with enCore;

 

All situations shall be avoided which could be perceived as improper, unethical or indicative of a casual attitude towards compliance with the law or regulations; and

 

All directors, officers and employees are expected to be sufficiently familiar with the laws and regulations that apply to their jobs and shall recognize potential liabilities, seeking advice where appropriate.

 

All directors, officers and employees have an individual responsibility for accurate and truthful statements in all matters, including without limitation SOX controls (to the extent applicable).

 

Insider Trading

 

All non-public information about enCore or its partners should be considered confidential information. Directors, officers, and employees of enCore must always maintain the confidentiality of such non-public information and never trade in enCore securities when aware of such information, nor use such information to “tip” others who might be reasonably expected to make an investment decision on the basis of this information. Such actions are not only unethical, but also illegal. The Company has adopted a Corporate Disclosure Policy and an Insider Trading Policy that set forth these principles. All levels of management and all employees are responsible for compliance with those policies. For further information, please see the Company’s Corporate Disclosure Policy and Insider Trading Policy. If you have any questions regarding the Corporate Disclosure Policy and Insider Trading Policy, please consult the Company’s Chief Administrative Officer and General Counsel.

 

Fraud, Bribery and Corruption

 

Directors, officers, and employees are strictly prohibited from engaging in, condoning, or tolerating fraud, bribery, corruption, or other illegal or unethical actions. Fraud is an intentional act or omission designed to deceive another person or to obtain a benefit to which one is not entitled. Bribery is an intentional offer of monetary or other benefit to another person, government official, company or other organization to secure, or attempt to secure, a benefit in the performance of a duty, to obtain or retain business, or to obtain any other improper advantage in the conduct of business. Fraud can include a wide range of activities, such as falsifying records or timesheets, creating false benefits claims, and misappropriating corporate assets, including proprietary information and corporate opportunities for personal gain. Bribery can take different forms, such as cash payments, bartering transactions, kickbacks, directing business to a particular person, extravagant hospitality, or providing other services or things of value.

 

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Fair Competition

 

enCore believes in fair competition and is committed to complying with the laws of all countries which prohibit restraints of trade, unfair practices or abuses of power. Directors, officers, and employees of enCore shall not discuss or enter into arrangements with business partners or competitors that unlawfully restrict enCore’s ability to compete with other businesses, or the ability of any other business to compete freely with enCore.

 

Payments to Government Officials; Political Contributions

 

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

 

In addition, the U.S. government has a number of laws and regulations restricting the giving of business gratuities to U.S. government officials. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

 

The Company may contribute, directly or indirectly, to political campaigns or parties from time to time with the approval of the Chief Executive Officer or the Chief Financial Officer. Employees, officers and members of the Board may not use Company expense accounts to pay for any personal political contributions or seek any other form of Company reimbursement. In addition, employees, officers or members of the Board should not use Company facilities or Company assets, including the time of Company personnel, for the benefit of any party or candidate, including an employee, officer or member of the Board individually running for office.

 

Payments to Domestic and Foreign Officials

 

Employees and officers of the Company must comply with all applicable laws prohibiting improper payments to domestic and foreign officials, including the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (United States) (collectively, the “Acts”).

 

The Acts make it illegal for any person, in order to obtain or retain an advantage in the course of business, directly or indirectly, to offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a public official. Foreign public officials include persons holding a legislative, administrative or judicial position of a foreign state, persons who perform public duties or functions for a foreign state (such as persons employed by board, commissions or government corporations), officials and agents of international organizations, foreign political parties and candidates for office.

 

Although “facilitated payments” or certain other transactions may be exempted or not illegal under applicable law, the Company’s policy is to avoid them. If any employee or officer has any questions about the application of this policy to a particular situation, please report to the Chief Executive Officer, Chief Financial Officer or Chief Administrative Officer and General Counsel or such other senior officer as may be designated by the Company from time to time who, with the advice of counsel as necessary, will determine acceptability from both a legal and a corporate policy point of view, and any appropriate accounting treatment and disclosures which are applicable to the particular situation.

 

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Violation of the Acts is a criminal offence, subjecting the Company to substantial fines and penalties and any officer, director or employee acting on behalf of the Company to imprisonment and fines. Violation of this policy may result in disciplinary actions up to and including discharge from the Company.

 

3. Conduct within enCore

 

Conflicts of Interest

 

All directors, officers and employees have an obligation to act in the best interest of the Company. Any situation that presents an actual or potential conflict between a director, officer or employee’s personal interests and the interests of enCore should be reported to the Chief Administrative Officer and General Counsel or, in the case of reports by directors, to the Chair of the Company’s Audit Committee.

 

Any Director, officer or employee has a conflict of interest when his or her personal interests, relationships or activities, or those of a member of his or her immediate family or business associate, interfere or conflict, or even appear to interfere or conflict, with enCore’s interests. A conflict of interest can arise when any director, officer or employee takes an action or has a personal interest that may adversely influence his or her objectivity or the exercise of sound, ethical business judgment. Conflicts of interest can also arise when any director, officer or employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position at enCore. No director, officer or employee shall improperly benefit, directly or indirectly, from his or her status as director, officer or employee of enCore, or from any decision or action by enCore that he or she is in a position to influence.

 

By way of example, a conflict of interest may arise if any director, officer or employee:

 

Has a material personal interest in a transaction or agreement involving enCore;

 

Accepts a gift, service, payment or other benefit (other than a nominal gift) from a competitor, supplier, or customer of enCore, or any entity or organization with which enCore does business or seeks or expects to do business;

 

Lends to, borrows from, or has a material interest in a competitor, supplier, or customer of enCore, or any entity or organization with which enCore does business or seeks or expects to do business (other than routine investments in publicly-traded companies);

 

Knowingly competes with enCore or diverts a business opportunity from enCore;

 

Serves as an officer, director, employee, consultant, or in any management capacity, in an entity or organization with which enCore does business or seeks or expects to do business (other than routine business involving immaterial amounts, in which the director, officer or employee has no decision-making or other role);

 

Knowingly acquires, or seeks to acquire an interest in property (such as real estate, patent rights, securities, or other properties) where enCore has, or might have, an interest; or

 

Participates in a venture in which enCore has expressed an interest. Directors, officers and employees are expected to use common sense and good judgment in deciding whether a potential conflict of interest may exist.

 

Protection and Proper Use of Corporate Assets and Opportunities

 

Theft, carelessness and waste have a direct, negative impact on the Company’s image and profitability, and will not be tolerated. Directors, officers and employees owe a duty to enCore to advance its legitimate interests when the opportunity to do so arises. All directors, officers and employees shall endeavor to protect Company assets and ensure their efficient use.

 

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Directors, officers and employees are prohibited from (a) taking for themselves property, security or any business interest, or other opportunities that are discovered through the use of Company property, information or position; and (b) using Company property, information, or position for personal gain. By way of example, the following types of activities are prohibited:

 

Using Company assets for other business or personal endeavors; or

 

Obtaining, or seeking to obtain, any personal benefit from the use or disclosure of information that is confidential or proprietary to enCore, or from the use or disclosure of confidential or proprietary information about another entity acquired as a result of or in the course of employment with enCore.

 

All of enCore’s assets should only be used for legitimate business purposes, and the use of Company property for any unlawful, unauthorized or unethical purpose is strictly prohibited. No directors, officers or employees shall intentionally damage or destroy Company property or commit or condone theft.

 

Confidentiality of Corporate Information

 

Directors, officers and employees must maintain the confidentiality of information entrusted to them by enCore or its customers, except when disclosure is authorized or legally mandated. Confidential information includes (without limitation) all non-public information that might be of use to competitors or might be harmful to enCore or its partners and associates, if disclosed. For further information, see the Company’s Corporate Disclosure Policy.

 

Proper Use of Computers and the Internet

 

Company information technology systems, including (without limitation) computers, email, internet, telephones, and voice mail, are Company property and are to be used primarily for business purposes. Corporate information technology systems may be used for minor or incidental use, provided that such use is kept to a minimum and is in compliance with corporate policy. Company information technology systems shall not be used to send harassing, threatening or obscene messages or chain letters, to access the internet for inappropriate use, or to send or distribute copyrighted documents (without proper permissions). EnCore may monitor the use of its information technology systems for business purposes or to conduct internal investigations if approved by the Chief Executive Officer and General Counsel.

 

4. Conduct with the Company’s Shareholders and the Public

 

Quality of Public Disclosure

 

enCore is committed to providing information about the Company to the public in a manner that is consistent with all applicable legal and regulatory requirements and that promotes investor confidence by facilitating fair, orderly, and efficient behavior. enCore’s reports and documents filed with or submitted to securities regulators in Canada and the United States, and enCore’s other public communications, must include full, fair, accurate, timely, and understandable disclosure. All directors, officers and employees who are involved in enCore’s disclosure process are responsible for using their best efforts to ensure that enCore meets such requirements. Directors, officers and employees are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material information about enCore to others, including to enCore’s independent auditors. For further information, see the Company’s Corporate Disclosure Policy and Disclosure Controls and Procedures.

 

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Retention of Records

 

enCore retains all business records in accordance with laws and regulations. The term “business records” covers a broad range of files, reports, business plans, receipts, policies and communications, including hard copy and electronic whether maintained at work or at home. enCore prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where enCore is required by law or government regulation to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.

 

5. Conduct with Customers, Security Holders, Vendors, Suppliers, Competitors and Employees

 

Dealing with Security Holders, Customers, Suppliers, Competitors and Employees

 

Directors, officers and employees shall deal honestly, fairly and ethically with all of enCore’s security holders, customers, vendors, suppliers, competitors and employees. In all such dealings, directors, officers and employees shall comply with all laws, rules and regulations and not take any actions that would bring into question the integrity of enCore or any of its directors, officers or employees.

 

All directors, officers, and employees shall ensure that Company assets are used for legitimate business purposes only and that all transactions shall be made exclusively on the basis of price, quality, service and suitability to Company needs.

 

enCore shall only deal with vendors, suppliers and contractors who comply with all applicable legal requirements and the Company’s published standards and policies, including this Code and those relating to health and safety, environmental protection, anti-corruption and workplace rights. enCore has adopted a Vendor Code of Conduct which sets out guidelines and requirements for all vendors who provide products and/or services to the Company or who otherwise do business with the Company.

 

Agreements with Agents, Consultants and Contractors

 

Agreements with agents, consultants and contractors should include terms requiring compliance with applicable laws, regulations, and, where applicable, this Code, and providing for remedies, up to and including termination, for failure to so comply.

 

6. Conduct with respect to Health, Safety, Environment and Sustainability

 

Health and Safety

 

enCore is committed to making the work environment safe, secure and healthy for its employees and others and complies with all applicable laws and regulations relating to worker health and safety. The Company expects each director, officer, and employee to promote a positive working environment for all and to comply with Company policies concerning health and safety matters. An employee should immediately report any unsafe or hazardous conditions or materials, injuries and accidents connected with enCore’s business and any activity that compromises his or her security to his or her supervisor.

 

Directors, officers and employees must not possess or use, buy or sell illegal drugs or report for work under the influence of such drugs, marijuana, or alcohol. All threats or acts of physical violence or intimidation are prohibited. For further information, please see the specific safety manuals and procedures applicable to the Company’s various areas of operations.

 

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Environmental Protection

 

enCore is committed to the operation of its facilities in a manner that puts the safety of its workers, its contractors, its community, the environment and the principles of sustainable development above all else. Whenever issues of safety conflict with other corporate objectives, safety shall be the first consideration. The Company has adopted a Health, Safety, Environment and Sustainability Policy that sets forth these principles. All levels of management and all employees are responsible for compliance with the Health, Safety, Environment and Sustainability Policy within their areas of responsibility. The Company’s Board and the Health, Safety, Environmental and Sustainability Committee are responsible for the implementation of the Health, Safety, Environment and Sustainability Policy. For further information, please see the Company’s Health, Safety, Environment and Sustainability Policy.

 

7. Conduct within the Workplace

 

Respect for Our Employees

 

The Company’s employment decisions will be based on reasons related to its business, such as job performance, individual skills and talents, and other business-related factors. enCore requires adherence to all applicable federal, state and provincial employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, enCore prohibits discrimination in any aspect of employment based on race, color, appearance, religion, sex, gender, sexual orientation, gender identity or gender expression, national origin, ethnicity, disability or age (collectively, “Diversity”), within the meaning of applicable laws.

 

Abusive or Harassing Conduct Prohibited

 

enCore and its directors, officers and employees shall treat each other with professional courtesy and respect at all times and specifically must not subject any other employee to unwelcome sexual advances, requests for sexual favors, verbal or physical conduct which might be construed as sexual or harassing in nature, comments based on Diversity, or other non-business personal comments of conduct that makes others uncomfortable in their employment with the Company. Any employee who believes that he or she has been subjected to sexual or other harassment by any other employee should immediately advise his or her supervisor and the Chief Administrative Officer and General Counsel of the incident. In the event a supervisor is involved in an incident, an employee may advise only the Chief Administrative Officer and General Counsel and/or any other executive officer of the Company. The identity of those involved shall be kept strictly confidential. The incident shall be thoroughly investigated and documented with appropriate action taken.

 

Privacy

 

enCore (and third parties who may be authorized by the Company) collects and maintains personal information that relates to each employee’s employment, including compensation, medical and benefit information. enCore follows procedures and applicable laws to protect information wherever it is stored or processed, and access to employees’ personal information is restricted. Employee personal information will only be released to outside parties in accordance with Company policies and applicable legal requirements. Employees who have access to personal information must ensure that personal information is not disclosed in violation of Company policies or practices or applicable laws.

 

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8. Administration of this Code

 

Periodic Review by Board

 

This Code has been adopted by the Board and will be reviewed on an annual basis by the Audit Committee and by the Board and amended or supplemented as required from time to time.

 

Compliance with this Code and Reporting of Any Illegal or Unethical Behavior

 

Directors, officers and employees are expected to comply with all of the provisions of this Code. This Code will be strictly enforced. Violations will be dealt with immediately, including subjecting the director, officer or employee to corrective and/or disciplinary action, including without limitation, dismissal or removal from office. Violations of this Code that involve unlawful conduct will be reported to the appropriate authorities.

 

Situations that may involve a violation of ethics, laws, or this Code may not always be clear and may require difficult judgment. Directors, officers or employees who have concerns or questions about violations of laws, rules or regulations, or of this Code should report them to the Chief Administrative Officer and General Counsel or, in the case of reports by directors, to the Chair of the Audit Committee. Any concern under this Code, as well as any concerns that involve accounting, internal controls and auditing matters, may also be reported by employees on a confidential and anonymous basis under the Company’s Whistleblower Policy. Canadian securities regulatory authorities consider that conduct by a director or executive officer which constitutes a material departure from the Code will likely constitute a “material change” within the meaning of National Instrument 51-102 Continuous Disclosure Obligation, and the Company will be required to disclose the material change in a material change report.

 

Following receipt of any complaints submitted hereunder, the Chief Administrative Officer and General Counsel or Chair of the Audit Committee, as the case may be, will investigate each matter so reported and report to the Audit Committee. Notwithstanding the foregoing, matters of fraud, bribery and corruption shall be escalated to, and have direct executive oversight from, the Chief Executive Officer. The Audit Committee will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Board.

 

enCore encourages all directors, officers, and employees to report promptly any suspected violation of this Code to the Chief Administrative Officer and General Counsel or, in the case of directors, to the Chair of the Audit Committee. Open communication of issues and concerns without fear of retribution or retaliation is vital to the successful implementation of this Code. Therefore, enCore will not tolerate retaliation for reports or complaints regarding suspected violations of this Code that were made in good faith. enCore will take such disciplinary or preventive action as it deems appropriate to address any violations of this Code that are brought to its attention.

 

Waivers and Amendments

 

Any waivers from this Code that are granted for the benefit of enCore’s directors or executive officers (including without limitation, its Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer and General Counsel and persons performing similar functions) shall be granted by the Board. Any waivers for all other employees shall be granted exclusively by the Chief Executive Officer or by any other senior officer as may be designated by the Audit Committee. Material amendments to or waivers of the provisions in this Code will be promptly publicly disclosed in accordance with applicable laws and regulations.

 

Distribution of this Code

 

This Code will be circulated to all directors, officers and employees of enCore on an annual basis and more frequently whenever changes are made, and all employees are required to certify in writing their acknowledgement of the Code on an annual basis. New directors, officers and employees will be provided with a copy of this Code and will be advised of its importance.

 

Affirmation by Directors and Officers

 

At the time of each annual meeting of shareholders, the directors and officers of enCore will affirm their compliance with this Code in writing.

 

[The remainder of this page has been intentionally left blank.]

 

8

 

  

Please indicate that you have received, read, and will abide by this Code by signing your name and dating the attached acknowledgment and returning it promptly to your supervisor/manager.

 

Acknowledgment

 

I certify that I have received and read and that I will abide by the Corporation’s Code of Business Conduct and Ethics distributed to me.

 

 

   
Signature   Date

 

   
     
Name: [Please Print]

 

   
Witness Signature   Date

 

   
     
Witness Name: [Please Print]

 

 

9

 

 Exhibit 99.152

 

 

 

ENCORE ENERGY COMPLETES BASELINE WELLS INSTALLATION and BEGINS DRILLING of INJECTION AND RECOVERY WELLS AT ROSITA EXTENSION

 

TSX.V: EU

OTCQB:ENCUF

www.encoreuranium.com

 

CORPUS CHRISTI, Texas, Sept. 6, 2022 /CNW/ - enCore Energy Corp. (“enCore” or the “Company”) (TSXV: EU) (OTCQB: ENCUF) today announced the completion and installation of all (five) baseline wells within the uranium mineralization at the 100%-owned, fully licensed Rosita Extension Project Production Authorization Area (PAA) wellfield. In addition to establishing baseline conditions in the production area, the wells returned excellent uranium values with Grade Thicknesses (GT*) ranging from 0.932 to 5.139. The Company also reports it has commenced installation of production well patterns (injection and extraction wells) at the Rosita Extension PAA, South Texas as the initial source of uranium feed for the Rosita Central In-Situ Recovery (ISR) Uranium Processing Plant.

 

Highlights include:

 

Baseline Drill Hole BL-41 reported 22.0 feet of mineralization grading 0.234% U3O8 from a depth of 184 feet;

 

In addition to an indication of grade of mineralization in the PAA, the baselines wells also serve to establish groundwater quality standards;

 

Commencement of installation of the production well patterns (injection and recovery wells) with 5 drill rigs are currently active at the Rosita Extension PAA drilling;

 

Commencement of hydrologic and water quality testing of the baseline and monitor wells (see enCore news release dated August 25, 2022);

 

The Rosita Extension PAA is the first production area planned as a new source of uranium for the Rosita ISR Uranium Processing Plant;

 

The Rosita Extension PAA is located within the existing Radioactive Materials License, Underground Injection Control Permit and Aquifer Exemption areas at the Rosita Project;

 

Please visit https://bit.ly/3CTWeT4 to view Rosita project maps and view the Rosita drill program video at: https://www.youtube.com/watch?v=DlFSTsFvPnA&t=1s. To learn more about the environmental, social and low-cost advantages of uranium in-situ recovery, visit https://encoreuranium.com/industry-and-media/in-situ-recovery/. 

 

 

 

 

Rosita Extension Project – Highlights of Baseline Monitoring Wells Sampling Results

 

Drill Hole Depth Grade Thickness Grade  
  (feet) U3O8 (feet) Thickness  
        (GT)*  
BL-40 172 0.114 13.0 1.482  
BL-41 184 0.234 22.0 5.139  
BL-42 229 0.243 6.5 1.580  
BL-43 204 0.058 16.0 0.932  
BL-44 225 0.182 8.0 1.456  

 

All intercepts are between 210 and 245 feet below surface in saturated sands (required for ISR). The water table is located approximately 95 - 115 feet below surface.

 

*Grade Thickness, or GT, is defined as the product of the mineral grade (at the .02% U3O8 cutoff) multiplied by the thickness of the mineralization at or above the cutoff value. GT values of 0.3 and above are considered to be the minimum for inclusion in a wellfield. Values of 0.45 are considered typical ISR ore-grade for shallow deposits.

 

Rosita Central Uranium Processing Plant (Rosita Plant)

 

enCore’s Rosita Plant, located approximately 60 miles from Corpus Christi, Texas, is a licensed, past-producing in-situ recovery (ISR) uranium plant that is completing refurbishment. The final stage of refurbishment work will be completed with the delivery of six pumps that have been delayed due to unexpected supply chain interruptions. We remain on budget and the delay is not expected to impact scheduled production startup in 2023. The Rosita Plant is designed to process uranium feed from multiple satellite operations, all located in the South Texas area, and is 1 of 11 licensed and constructed uranium processing plants in the United States, 2 of which are owned by enCore Energy.

 

Quality Assurance/Quality Control

 

All drill holes are 5.625-inch diameter rotary-mud holes. Each hole is logged with electrical and gamma methods upon completion. Any anomalous gamma readings are followed up with Prompt Fission Neutron (PFN) surveys which provide direct and accurate in-situ uranium values eliminating any concerns over disequilibrium. The Company owns and operates 2 logging trucks and 5 PFN tools.

 

Many uranium deposits have a degree of disequilibrium, whereby the radioactivity measured in drill holes using traditional gamma methods does not accurately correspond to ore grade, due to the continued decay of uranium daughter products including potassium, thorium, lead and bismuth relative to radium (Ra226), a significant gamma emitter. Traditionally, accurate uranium values are therefore determined by chemical assay of drill core which is time consuming and expensive.

 

Without accurate uranium values, the potential for inaccurate estimates of mineralization on both the high and low side is ever present. Real-time PFN analysis accurately eliminates potential errors by using neutron activation to directly detect and quantify uranium content in place down the drill hole.

 

The PFN tool creates very fast neutrons (14MeV) and fires 108 neutrons per second. Therefore, the neutrons emitted by the PFN tool excite, at an atomic level, in-situ uranium atoms in the drill hole, creating fast (epithermal) neutrons and slow (thermal) neutrons. The ratio of epithermal to thermal neutrons is proportional to uranium, allowing the U3O8 ore grade to be accurately calculated. This provides a relatively inexpensive and instantaneous means for accurate assaying of in-situ ore grades over large areas, and it allows for accurate ore body mapping, resource estimation, and wellfield planning.

 

Mark Pelizza, MSc. Geo. Eng., CPG-11821, a Director for the Company, and a Qualified Person under NI 43-101, has approved the technical disclosure in this news release.

 

To learn more about the environmental, social and low-cost advantages of uranium in-situ recovery, visit https://encoreuranium.com/industry-and-media/in-situ-recovery/

 

2

 

 

About enCore Energy Corp.

 

With approximately 90 million pounds of U3O8 estimated in the measured and indicated categories and 9 million pounds of U3O8 estimated in the inferred category1, enCore is the most diversified in-situ recovery uranium development company in the United States. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

 

1Mineral resource estimates are based on technical reports prepared in accordance with NI43-101 and available on SEDAR as well as company websites at www.encoreuranium.com.

 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward- looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the intended use of the net proceeds of the Offering and the completion of any capital project or property acquisitions. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

 

c    View original content to download multimedia:

 

https://www.prnewswire.com/news-releases/encore-energy-completes-baseline-wells-installation-and-begins-drilling-of-injection-and-recovery-wells-at-rosita-exten

 

SOURCE enCore Energy Corp.

 

c    View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2022/06/c3412.html

 

%SEDAR: 00029787E

 

For further information: William M. Sheriff, Executive Chairman, 972-333-2214, info@encoreuranium.com, www.encoreuranium.com

 

CO: enCore Energy Corp.

 

CNW 07:00e 06-SEP-22

 

 

3

 

 

  Exhibit 99.153

 

 

ENCORE ENERGY ANNOUNCES SHARE CONSOLIDATION IN CONNECTION WITH PROPOSED LISTING ON NASDAQ

 

TSX.V: EU

OTCQB:ENCUF

www.encoreuranium.com

 

CORPUS CHRISTI, Texas, Sept. 12, 2022 /CNW/ - enCore Energy Corp. (“enCore” or the “Company”) (TSXV: EU) (OTCQB: ENCUF) today announced that in connection with the application to list its common shares on The Nasdaq Stock Market LLC (“Nasdaq”), it will consolidate its common shares on a one (1) post-consolidation share for every three (3) current shares basis (the “Share Consolidation”). The common shares will trade on the TSX Venture Exchange on a post-consolidated basis effective at the open of markets on September 14, 2022.

 

Highlights include:

 

Uplisting from OTC to Nasdaq provides growth-oriented companies greater exposure to the largest capital market in the world;

 

The resulting smaller share count and higher share price is more palatable to U.S. institutional investors. The revised capital structure and resulting higher share price may provide increased ability for U.S. institutional investors to become shareholders of enCore;

 

Target date of September 14, 2022 for share consolidation noting the Company is actively working to complete the Nasdaq listing.

 

enCore’s Executive Chairman William M. Sheriff said, “The decision to list on the Nasdaq will provide enCore with greater visibility through a leading capital market trading platform that is suited for growth-oriented companies like enCore. With the commissioning of the Rosita Uranium Processing Plant to be completed in 2022 and planned production in 2023, increased exposure to the largest market in the world coincides with 2023 cash flow. enCore is well positioned to provide a reliable, low carbon and domestic supply of fuel for the growing nuclear energy sector. This marks another important step in enCore’s growth as it continues its work to become a leading United States ISR uranium development company.”

 

The Company currently has 322,822,741 common shares issued and outstanding. Following the Share Consolidation, the Company will have approximately 107,607,580 common shares issued and outstanding prior to rounding for fractional shares. The Share Consolidation was approved by the board of directors of the Company as part of the Nasdaq listing process

 

The exercise price and the number of common shares issuable under any of the Company’s outstanding warrants, stock options or other convertible securities will be proportionately adjusted upon the Consolidation. No fractional shares will be issued as a result of the Share Consolidation. All fractions of common shares will be rounded up or down to the nearest whole number. No cash consideration will be paid in respect of fractional shares.

 

Upon completion of the Share Consolidation, a letter of transmittal will be sent by mail to registered shareholders advising that the Share Consolidation has taken effect. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates or DRS statements evidencing their pre-consolidated common shares for new share certificates or new DRS statements representing the number of post-consolidated common shares to which they are entitled. No action is required by non-registered shareholders (shareholders who hold their shares through an intermediary) to effect the Share Consolidation.

 

While the Company has applied for listing on Nasdaq, completion of a listing is subject to final regulatory approvals and the satisfaction of applicable listing requirements. There can be no assurance that a listing will be completed. When a listing is completed it is contemplated that the common shares of the Company would be dually listed and continue to trade in Canada on the TSX Venture Exchange under the symbol EU.

 

About enCore Energy Corp.

 

With approximately 90 million pounds of U3O8 estimated in the measured and indicated categories and 9 million pounds of U3O8 estimated in the inferred category1, enCore is the most diversified in-situ recovery uranium development company in the United States. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

 

1Mineral resource estimates are based on technical reports prepared in accordance with NI43-101 and available on SEDARas well as company websites at www.encoreuranium.com.

 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the prospects of listing on the Nasdaq and associated benefits. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with the completion of the Nasdaq listing process and meeting related listing requirements, in addition to risks related to the advancement of our business, including general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

 

c    View original content to download multimedia:

 

https://www.prnewswire.com/news-releases/encore-energy-announces-share-consolidation-in-connection-with-proposed-listing-on-nasdaq-301621805.html

 

SOURCE enCore Energy Corp.

 

c    View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2022/12/c1002.html

 

%SEDAR: 00029787E

 

For further information: Please contact: William M. Sheriff, Executive Chairman, 972-333-2214, info@encoreuranium.com, www.encoreuranium.com

 

CO: enCore Energy Corp.

 

CNW 07:00e 12-SEP-22

 

 

 

 

Exhibit 99.154

 

 

 

ENCORE BEGINS TRADING ON CONSOLIDATED BASIS UNDER THE SYMBOL OF “ENCUD” ON THE OTC MARKET; TSX.V SYMBOL REMAINS UNCHANGED AS “EU”

 

TSX.V: EU

OTCQB:ENCUD

www.encoreuranium.com

 

CORPUS CHRISTI, Texas, Sept. 14, 2022 /CNW/ - enCore Energy Corp. (“enCore” or the “Company”) (TSXV: EU) (OTCQB: ENCUD) announces that, as disclosed in the Company’s news release of September 12, 2022, the Company’s shares commenced trading today on a consolidated basis of one new share for every three former shares in connection with the Company’s application to uplist their shares to the NASDAQ market. The consolidated shares remain trading on the TSX.V under the symbol ‘EU’ with consolidated shares trading on the OTC market now trading under the symbol ‘ENCUD’.

 

About enCore Energy Corp.

 

With approximately 90 million pounds of U3O8 estimated in the measured and indicated categories and 9 million pounds of U3O8 estimated in the inferred category1, enCore is the most diversified in-situ recovery uranium development company in the United States. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

 

1Mineral resource estimates are based on technical reports prepared in accordance with NI43-101 and available on SEDAR as well as company websites at www.encoreuranium.com.

 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward- looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the prospects of listing on the Nasdaq and associated benefits. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with the completion of the Nasdaq listing process and meeting related listing requirements, in addition to risks related to the advancement of our business, including general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

 

c    View original content to download multimedia:

 

https://www.prnewswire.com/news-releases/encore-begins-trading-on-consolidated-basis-under-the-symbol-of-encud-on-the-otc-market-tsxv-symbol-remains-unch

 

SOURCE enCore Energy Corp.

 

c    View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2022/14/c3279.html

 

%SEDAR: 00029787E

 

For further information: William M. Sheriff, Executive Chairman, 972-333-2214, info@encoreuranium.com, www.encoreuranium.com

 

CO: enCore Energy Corp.

 

CNW 14:28e 14-SEP-22

 

Exhibit 99.155

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

1.NAME AND ADDRESS OF COMPANY

 

enCore Energy Corp.

101 N. Shoreline Blvd, Suite 450 Corpus Christi, TX 78401

 

2.DATE OF MATERIAL CHANGE

 

September 14, 2022

 

3.NEWS RELEASE

 

News releases dated September 12, 2022 and September 14, 2022 were disseminated via Globe Newswire.

 

4.SUMMARY OF MATERIAL CHANGE

 

enCore Energy Begins Trading on Consolidated Basis under the Symbol “ENCUD” on the OTC Market; TSX-V Symbol Remains Unchanged as “EU”.

 

5.FULL DESCRIPTION OF MATERIAL CHANGE

 

enCore Energy Corp. (“enCore” or the “Company”) announced that in connection with the application to list its common shares on The Nasdaq Stock Market LLC (“Nasdaq”), it has consolidated its common shares on a one (1) post-consolidation share for every three (3) current shares basis (the “Share Consolidation”). The common shares commenced trading on the TSX Venture Exchange on a post-consolidated basis effective at the open of markets on September 14, 2022 under the symbol “'EU” and the consolidated common shares now trade on the OTC market under the symbol “ENCUD”.

 

Prior to the Share Consolidation, the Company had 322,822,741 common shares issued and outstanding. Following the Share Consolidation, the Company will have approximately 107,607,580 common shares issued and outstanding prior to rounding for fractional shares. The Share Consolidation was approved by the board of directors of the Company as part of the Nasdaq listing process.

 

The exercise price and the number of common shares issuable under any of the Company's outstanding warrants, stock options or other convertible securities will be proportionately adjusted upon the Share Consolidation. No fractional shares will be issued as a result of the Share Consolidation. All fractions of common shares will be rounded up or down to the nearest whole number. No cash consideration will be paid in respect of fractional shares.

 

Upon completion of the Share Consolidation, a letter of transmittal will be sent by mail to registered shareholders advising that the Share Consolidation has taken effect. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates or DRS statements evidencing their pre-consolidated common shares for new share certificates or new DRS statements representing the number of post-consolidated common shares to which they are entitled. No action is required by non-registered shareholders (shareholders who hold their shares through an intermediary) to effect the Share Consolidation.

 

While the Company has applied for listing on Nasdaq, completion of a listing is subject to final regulatory approvals and the satisfaction of applicable listing requirements. There can be no assurance that a listing will be completed. When a listing is completed it is contemplated that the common shares of the Company would be dually listed and continue to trade in Canada on the TSX Venture Exchange under the symbol EU.

 

6.RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

 

Not applicable.

 

7.OMITTED INFORMATION

 

Not applicable.

 

8.EXECUTIVE OFFICER

 

William M. Sheriff, Executive Chairman Telephone: 972-333-2214

 

9.DATE OF REPORT

 

September 15, 2022