EU enCore Energy Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of November 2024

 

Commission File Number 001-41489

 

enCore Energy Corp.
(Translation of registrant’s name into English)

 

101 N. Shoreline Blvd. Suite 450, Corpus Christi, TX 78401
(Address of principal executive offices)

 

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

 

Form 20-F ☐           Form 40-F ☒

 

 

 

Incorporation by Reference

 

Exhibits 99.1 and 99.2 of this Form 6-K of enCore Energy Corp. (the “Company”) are incorporated by reference as additional exhibits to the Company’s Registration Statements on Form F-10 (File Nos. 333-272609 and 333-269428), as amended and supplemented, and the Company’s Registration Statement on Form S-8 (File No. 333-273173), as amended and supplemented.

 

The following documents are being submitted herewith:

 

Exhibit		Description
99.1		Unaudited Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2024
99.2		Management’s Discussion and Analysis for the three and nine months ended September 30, 2024
99.3		Certification of Interim Filings of CEO dated November 14, 2024
99.4		Certification of Interim Filings of CFO dated November 14, 2024

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	enCore Energy Corp.
	(Registrant)
Date: November 14, 2024	By:	/s/ Robert Willette
	Name:	Robert Willette
	Title:	Chief Legal Officer

 

 

2

 

Exhibit 99.1

 

 

Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended

September 30, 2024

(In United States Dollars)

 

 

 

enCore Energy Corp. Condensed Interim Consolidated Statements of Financial Position Unaudited – Prepared by Management

As at September 30, 2024 and December 31, 2023 (In USD unless otherwise noted)

 

		Note		September 30, 2024  $				December 31, 2023  $
Assets
Current assets
Cash					46,348,623				7,493,424
Receivables and prepaid expenses					1,688,051				931,170
Marketable securities		4			20,564,773				16,886,052
Inventory		3			35,724,022				9,077
					104,325,469				25,319,723
Non-current assets
Intangible assets					492,570				513,721
Property, plant, and equipment		5			18,836,546				14,969,860
Marketable securities		4			755,321				3,046,787
Mineral properties		7			260,066,155				267,209,138
Mining properties		8			26,574,808				5,301,820
Reclamation deposits		7			-				88,500
Right-of-use asset					361,933				443,645
Restricted cash					7,751,232				7,679,859
Total assets					419,164,034				324,573,053
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities					5,545,647				3,576,194
Uranium loan liability		6			21,186,872				-
Due to related parties		11			200,484				2,520,594
Lease liability - current					195,464				177,641
					27,128,467				6,274,429
Non-current liabilities
Asset retirement obligations		9			11,331,782				10,827,806
Convertible promissory note		10			-				19,239,167
Lease liability - non-current					201,552				295,147
Total liabilities					38,661,801				36,636,549
Shareholders’ equity
Share capital		10			390,881,328				328,246,303
Equity portion of convertible promissory note		10			-				3,813,266
Contributed surplus		10			27,191,395				19,185,942
Accumulated other comprehensive income					5,156,471				7,944,347
Equity reserves					20,447,042				-
Non-controlling interests					37,678,095				-
Accumulated deficit					(100,852,098	)			(71,253,354	)
Total shareholders’ equity					380,502,233				287,936,504
Total liabilities and shareholders’ equity					419,164,034				324,573,053
Nature of operations and going concern		1
Events after the reporting period		16

 

Approved on behalf of the Board of Directors on November 14, 2024:

 

/s/ William M. Sheriff

Director

/s/ William B. Harris

Director

 

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

 

 

enCore Energy Corp. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss Unaudited – Prepared by Management

(In USD unless otherwise noted)

 

				Three months ended								Nine months ended
		Note		September 30, 2024  $				September 30, 2023  $				September 30, 2024  $				September 30, 2023  $
Revenue					9,257,800				-				44,972,063				-
Cost of goods sold					10,630,957				-				47,005,543				-
Gross Profit					(1,373,157	)			-				(2,033,480	)			-
Expenses
Accretion		9,10			297,777				1,526,520				959,428				2,760,237
Amortization and depreciation		5,6,7			543,526				500,964				1,593,648				1,151,542
General administrative costs		11			5,583,953				645,942				9,935,631				3,159,297
Professional fees		11			1,566,352				952,191				4,114,996				4,500,947
Promotion and shareholder communication					147,535				39,243				794,258				185,143
Travel					38,130				96,652				325,837				313,707
Transfer agent and filing fees					164,585				123,882				470,230				710,269
Staff costs		11			2,415,375				1,603,799				6,352,102				5,445,138
Stock option expense		10,11			2,278,747				1,525,160				4,600,697				3,535,299
Loss from operations					(14,409,137	)			(7,014,353	)			(31,180,307	)			(21,761,579	)
Foreign exchange (loss) gain					(1,783,115	)			1,621,940				2,471,913				735,249
Gain on divestment of mineral properties		7			-				8,010,687				24,240				10,091,565
Gain on sale of uranium investment					-				638,500				-				2,597,500
Loss on disposal of assets					-				-				(18,028	)			-
Interest expense					(452,430	)			(1,207,011	)			(1,311,427	)			(3,007,011	)
Interest income					650,875				19,725				1,974,894				347,984
Realized (loss) gain on marketable securities		4			(373	)			-				249,373				-
Unrealized (loss) gain on marketable securities		4			(1,473,410	)			7,234,293				(3,684,267	)			5,307,976
Net loss for the period before taxes and  non controlling interest					(17,467,590	)			9,303,781				(31,473,609	)			(5,688,316	)
less: net loss for the period attributable to: Non controlling interest shareholders					(1,343,870	)			-				(1,874,863	)			-
Net loss for the period attributable to: Shareholders of enCore Energy Corp					(16,123,720	)			9,303,781				(29,598,746	)			(5,688,316	)
Currency translation adjustment of subsidiaries					2,236,384				(2,251,324	)			(2,787,873	)			(1,054,365	)
Comprehensive loss for the period attributable to: Shareholders of enCore Energy Corp					(13,887,336	)			7,052,457				(32,386,619	)			(6,742,681	)
Loss per share
Weighted average number of common shares outstanding
-basic #					180,652,905				145,023,527				180,652,905				138,564,903
-diluted #					180,652,905				145,023,527				180,652,905				138,564,903
Basic and diluted loss per share $					(0.10	)			0.06				(0.17	)			(0.04	)
Diluted loss per share $					(0.10	)			0.06				(0.17	)			(0.04	)

 

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

 

 

enCore Energy Corp. Condensed Interim Consolidated Statements of Cash Flows Unaudited

(In USD unless otherwise noted)

 

				Nine Months Ended September 30,
		Note		2024				2023
Operating activities
Net loss for the period					(31,473,609	)			(14,992,097	)
Accretion		7,11,12			959,428				1,233,717
Amortization and depreciation		5,6,7			1,593,648				650,578
Cost of sales - depletion					1,260,088				-
Foreign exchange (gain) loss					(2,471,913	)			886,691
Stock option expense		12,13			4,600,697				2,010,139
Interest income									(328,259	)
Gain on divestment of mineral properties		4,7			-				(2,056,638	)
Gain  on marketable securities - realized		4			(249,373	)			-
Loss on marketable securities - unrealized		4			3,684,267				1,926,317
Gain on sale of uranium		3							(1,959,000	)
Changes in non-cash working capital items:
Receivables					(814,507	)			(293,700	)
Uranium inventory					(36,975,033	)			-
Deposit - uranium investment		3							2,000,000
Restricted cash					(71,373	)			46,974,479
Uranium loan					21,186,872				-
Cash payment for asset retirement obligation					(390,248	)			(161,193	)
Accounts payable and accrued liabilities					1,987,277				(25,375	)
Due to related parties		13			(2,231,610	)			(346,557	)
					(39,405,389	)			35,519,102
Investing activities
Acquisition of property, plant, and equipment		6			(5,228,055	)			(4,213,821	)
Mineral property expenditures		9			7,142,983				(4,478,260	)
Mining properties					(21,272,988	)
Proceeds from divestment of mineral properties		9			-				24,240
Proceeds from sale of minority interest in subsidiary		10			58,125,137				-
Contributed surplus					5,369,263				-
Proceeds from sale of marketable securities, net		4			551,475				-
Asset acquisition					-				(54,556,796	)
Interest income received					-				328,259
					38,672,764				(60,937,378	)
Financing activities
Private placement proceeds		12			11,281,104				25,599,809
Share issue costs		12			(68,178	)			(3,443,400	)
Proceeds from the At -the-Market (ATM) sales		12			2,727,133				297,778
Proceeds from exercise of warrants		12			22,051,294				232,236
Proceeds from exercise of stock options		12			1,441,296				305,303
Lease payments		7			(159,835	)			(79,338	)
					37,272,814				22,912,388
Effect of foreign exchange on cash					2,315,011				518,842
Change in cash					38,855,200				(1,987,046	)
Cash, beginning of year					7,493,424				2,512,012
Cash, end of period					46,348,624				524,966
Supplemental cash flow information		15

 

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

 

 

enCore Energy Corp. Condensed Interim Consolidated Statements of Shareholders’ Equity Unaudited

(In USD unless otherwise noted)

 

		Number of shares #				Share capital $				Share subscriptions received $				Convertible promissory note (equity portion) $				Contributed surplus $				Accumulated other comprehensive income (loss) $				Accumulated Deficit $				Non- controlling interest $				Total shareholders’ equity $
January 1, 2023			108,940,051				190,610,250				51,558,624				-				16,218,518				5,530,224				(48,867,377	)			-				215,050,239
Private placement			10,615,650				25,639,761				-				-				-				-				-				-				25,639,761
Conversion of subscriptions to shares			23,277,000				51,895,809				(51,895,809	)			-				-				-				-				-				-
Share issuance costs			-				(7,109,637	)			-				-				1,419,379				-				-				-				(5,690,258	)
Shares issued for exercise of warrants			1,073,604				1,794,692				26,196				-				-				-				-				-				1,820,888
Shares issued for exercise of stock options			535,676				1,735,039				-				-				(1,189,247	)			-				-				-				545,792
Shares issued for ATM			8,111,380				24,959,218				-				-				-				-				-				-				24,959,218
Stock option expense			-				-				-				-				3,535,299				-				-				-				3,535,299
Equity portion of convertible promissory note			-				-				-				3,813,266				-				-				-				-				3,813,266
Conversion of convertible promissory note to shares			-				-				-				-				-				-				-				-				-
Fair value of replacement options for Alta Mesa acquisition (Note 9)			-				-				-				-				81,414				-				-				-				81,414
Cumulative translation adjustment			-				-				337,185				-				-				(1,054,365	)			-				-				(717,180	)
Loss for the period			-				-				-				-				-				-				(5,688,316	)			-				(5,688,316	)
September 30, 2023			152,553,361				289,525,132				26,196				3,813,266				20,065,363				4,475,859				(54,555,693	)			-				263,350,123
January 1, 2024			165,133,798				328,246,303				-				3,813,266				19,185,942				7,944,347				(71,253,354	)			-				287,936,504
Private placement			2,564,102				9,955,318				-				-				-				-				-				-				9,955,318
Cash contributions			-				-				-				-				5,369,263				-				-				-				5,369,263
Share issuance costs			-				(50,206	)			-				-				-				-				-				-				(50,206	)
Shares issued for exercise of warrants			8,224,985				24,134,448				-				-				(219,003	)			-				-				-				23,915,445
Shares issued for exercise of stock options			2,055,617				3,196,101				-				-				(1,673,245	)			-				-				-				1,522,856
Shares issued for ATM			495,765				2,008,261				-				-				-				-				-				-				2,008,261
Stock option expense			-				-				-				-				4,600,697				-				-				-				4,600,697
Equity Reserves			-				-				-				-				-				-				-				20,447,042				20,447,042
Conversion of convertible promissory note to shares			6,872,143				23,117,637				-				(3,813,266	)			-				-				-				-				19,304,371
Non controlling interest			-				-				-				-				-				-				-				37,678,095				37,678,095
Cumulative translation adjustment			-				273,466				-				-				(72,259	)			(2,787,876	)			-				-				(2,586,669	)
Loss for the period			-				-				-				-				-				-				(29,598,744	)			-				(29,598,744	)
September 30, 2024			185,346,410				390,881,328				-				-				27,191,395				5,156,471				(100,852,098	)			58,125,137				380,502,233

  

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

 

 

enCore Energy Corp. Notes to the Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2024 and September 30, 2023 (In USD unless otherwise noted)

 

1.

Nature of operations and going concern

 

enCore Energy Corp. was incorporated under the Laws of British Columbia, Canada. enCore Energy Corp., together with its subsidiaries (collectively referred to as the “Company” or “enCore”), is principally engaged in the acquisition, exploration, and development of uranium resource properties in the United States. The Company’s corporate headquarters is located at 101 N Shoreline, Suite 560, Corpus Christi, TX 78401. On February 26, 2024, the Company completed a sale of a 30% interest in the Company’s Alta Mesa project to Boss Energy Limited (“Boss Energy’). The Company’s common shares trade on the TSX Venture Exchange and directly on a U.S. Exchange under the symbol “EU”. The Company’s Rosita and Alta Mesa projects transitioned to production in Q1 2024 and Q2 2024, respectively.

 

These condensed interim consolidated financial statements (the “financial statements”) have been prepared on the going concern basis which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies.

 

Geopolitical uncertainty

 

Geopolitical uncertainty driven by the Russian invasion of Ukraine has led many governments and utility providers to re-examine supply chains and procurement strategies reliant on nuclear fuel supplies coming out of, or through, Russia. Sanctions, restrictions, and an inability to obtain insurance on cargo have contributed to transportation and other supply chain disruptions between producers and suppliers. As a result of this and coupled with multiple years of declining uranium production globally, uranium market fundamentals are shifting from an inventory driven market to one more driven by production. The Prohibiting Russian Uranium Imports Act (H.R. 1042) which was signed into law on August 11, 2024 allows for temporary waivers under certain circumstances. However, any waiver must terminate by January 1, 2028, and the ban remains in effect until December 31, 2040. 

 

2.

Material accounting policy information

 

Basis of preparation

 

These financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), using the same accounting policies as detailed in the Company’s annual audited consolidated financial statements for the year ended December 31, 2023, except as stated below, and do not include all the information required for full annual financial statements in accordance with IFRS. 

 

The principal accounting policies applied in the preparation of these financial statements are set out below.

 

The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the accounting policies. Those areas involving a higher degree of judgment and complexity or areas where assumptions and estimates are significant to the consolidated financial statements are discussed below. 

 

These financial statements were approved for issuance on November 14, 2024. 

 

Revenue recognition 

 

The Company supplies uranium concentrates to its customers. Revenue is measured based on the consideration specified in a contract with a customer less fees related to the sale. 

 

2.

Material accounting policy information (continued)

 

The Company recognizes revenue when it transfers control, as described below, over a good or service to a customer. Customers do not have the right to return products, except in limited circumstances. The Company’s sales arrangements with its customers are pursuant to enforceable contracts that indicate the nature and timing of satisfaction of performance obligations, including significant payment terms, where payment is usually due within 30 days. Each delivery is considered a separate performance obligation under the contract.

 

In a uranium supply arrangement, the Company is contractually obligated to provide uranium concentrates to its customers. Company-owned uranium is delivered to conversion facilities (Converters). When uranium is delivered to Converters, the Converter will credit the Company’s account for the volume of accepted uranium. Based on delivery terms in the sales contract with its customer, the Company instructs the Converter to transfer title of a contractually specified quantity of uranium to the customer’s account at the Converter’s facility. At this point, control has been transferred and enCore recognizes revenue for the uranium supply. 

 

Inventory 

 

Inventories are uranium concentrates and converted products including chemicals and are measured at the lower of cost and net realizable value. The cost of inventories is based on the first in first out (FIFO) method. Cost includes direct materials, direct labor, operational overhead expenses and depreciation. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Consumable supplies and spares are valued at the lower of cost or replacement value. 

 

Non-controlling interest 

 

The Company applies the requirements of IFRS in accounting for non-controlling interests. A non-controlling interest represents the portion of equity in a subsidiary not attributable, directly or indirectly, to the parent company. The non-controlling interest represented in the financial statements includes the 30% interest Boss obtained in the Alta Mesa JV on February 26, 2024. The initial recognition of the interest was determined by calculating 30% of the total net assets, and the excess contribution was recorded under equity reserves. The subsequent recognition of the non-controlling interest is 30% of the net income of the Alta Mesa entity. 

 

Depletion

 

The Company recognizes depletion expense based on the unit-of-production method. This method applies the depletion rate to the actual amount of uranium extracted during the period relative to the estimated recoverable reserves within inventory.

 

Basis of measurement 

 

These financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value. All dollar amounts presented are in United States Dollars (“U.S. Dollars”) unless otherwise specified. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. 

 

Consolidation 

 

These financial statements incorporate the financial statements of the Company and its controlled subsidiaries. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when an investor has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a Company’s share capital. All significant intercompany transactions and balances have been eliminated.

 

2.

Material accounting policy information (continued)

 

The Company has a 70% interest in a Joint Venture (JV) with Boss Energy Limited (Boss). Under the JV agreement, the Company retained control both before and after Boss acquired their interest. As such, the Company will continue to consolidate the operations of the JV with an offsetting non-controlling interest being recorded on sub-consolidation. 

 

These consolidated financial statements include the financial statements of the Company and its significant subsidiaries listed in the following table: 

 

Name of Subsidiary		Place of Incorporation		Ownership Interest		Principal Activity
Tigris Uranium US Corp.		Nevada, USA		100%		Mineral Exploration
Metamin Enterprises US Inc.		Nevada, USA		100%		Mineral Exploration
URI, Inc.		Delaware, USA		100%		Uranium Producer
Neutron Energy, Inc. 3		Nevada, USA		N/A		Mineral Exploration
Uranco, Inc.		Delaware, USA		100%		Mineral Exploration
Uranium Resources, Inc. 2		Delaware, USA		N/A		Mineral Exploration
HRI-Churchrock, Inc.		Delaware, USA		100%		Mineral Exploration
Hydro Restoration Corp. 1		Delaware, USA		N/A		Mineral Exploration
Belt Line Resources, Inc.1		Texas, USA		N/A		Mineral Exploration
enCore Energy US Corp.		Nevada, USA		100%		Holding Company
Azarga Uranium Corp.		British Columbia, CA		100%		Mineral Exploration
Powertech (USA) Inc.		South Dakota, USA		100%		Mineral Exploration
URZ Energy Corp.		British Columbia, CA		100%		Mineral Exploration
Ucolo Exploration Corp.		Utah, USA		100%		Mineral Exploration
JV Alta Mesa LLC		Delaware, USA		70%		Uranium Producer
enCore Alta Mesa LLC		Texas, USA		70%		Uranium Producer
Leoncito Plant, LLC		Texas, USA		70%		Uranium Producer
Leoncito Restoration, LLC		Texas, USA		70%		Uranium Producer
Leoncito Project, LLC		Texas, USA		70%		Uranium Producer
Azarga Resources Limited		British Virgin Islands		100%		Mineral Exploration
Azarga Resources (Hong Kong) Ltd.		Hong Kong		100%		Mineral Exploration
Azarga Resources USA Company		Colorado, USA		100%		Mineral Exploration
Azarga Resources Canada Ltd.		British Columbia, CA		100%		Mineral Exploration

 

1

Hydro Restoration Corp. and Belt Line Resources, Inc. were divested in April 2023 (Note 4,7).

2

Uranium Resources, Inc. was dissolved in 2023.

3

Neutron Energy, Inc. was divested in July 2023 (Note 4,7).

 

New standards and interpretations not yet adopted

 

In April 2024 the International Accounting Standards Board (IASB) issued IFRS 18, Presentation and Disclosure of Financial Statements (IFRS 18). IFRS 18 is effective for periods beginning on or after January 1, 2027, with early adoption permitted. IFRS 18 is expected to improve the quality of financial reporting by requiring defined subtotals in the statement of profit or loss, requiring disclosure about management-defined performance measures, and adding new principles for aggregation and disaggregation of information. The Company has not yet determined the impact of this standard on its disclosures.

 

2.

Material accounting policy information (continued)

 

Newly adopted standards and interpretations 

 

Effective for annual reporting periods beginning on or after January 1, 2024, the Company adopted the following amendments: 

 

Presentation of financial statements pertaining to liabilities (IAS 1) – the amendment requires an entity to have the right to defer settlement of a liability for at least 12 months after the reporting period to be classified as non-current. 

 

Disclosure of accounting policies (Amendment to IAS 7) – the amendment requires that an entity provide additional disclosures about its supplier finance arrangements relative to the Statement of Cash Flows within the liquidity risk disclosure. 

 

Disclosure of information about international taxes (IAS 12) – the amendment introduces a temporary exception to the requirements to recognize and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes and related disclosures. 

 

The adoption of these amendments did not have a material impact on the results of its operations and financial position. 

 

3.

Inventory

 

Purchased uranium is categorized in Level 1 of the fair value hierarchy as of December 31, 2023 and categorized as inventory as at September 30, 2024. 

 

As at September 30, 2024, the Company held 335,000 pounds of purchased uranium and 60,701 pounds of produced uranium inventory. Costs of inventory consisted of the following: 

		Total
Balance, December 31, 2023		$	—
Purchased uranium			29,937,500
Uranium from production			3,072,905
Raw materials			2,639,866
Chemicals used in production			73,751
Balance, September 30, 2024		$	35,724,022

 

4.

Marketable securities

 

The following table summarizes the fair value of the Company’s marketable securities at September 30, 2024: 

 

						Marketable Securities								Warrants
		Number of units				Current $				Non-current $				Current $				Total $
Balance, December 31, 2022			11,388,250				3,162,361				784,831				-				3,947,192
Additions			194,247,800				7,022,600				2,792,500				-				9,815,100
Reclass from non-current to current			-				787,559				(787,559	)			-				-
Change in fair value			-				5,732,355				185,480				-				5,917,835
Foreign exchange translation			-				181,177				71,535				-				252,712
Balance, December 31, 2023			205,636,050				16,886,052				3,046,787				-				19,932,839
Additions			8,171,826				6,015,051				-				-				6,015,051
Disposals			(26,308,250	)			(551,475	)			-				-				(551,475	)
Reclass from non-current to current			-				1,481,486				(1,481,486	)			-				-
Change in fair value			-				(3,067,968	)			(730,455	)			114,157				(3,684,266	)
Foreign exchange translation			-				(313,181	)			(79,525	)			652				(392,054	)
Balance, September 30, 2024			187,499,626				20,449,965				755,321				114,809				21,320,095

 

During the nine months ended September 30, 2024, the company purchased an additional 4,085,146 shares and disposed of 26,308,250 shares related to investments held as at December 31, 2023. As at September 30, 2024, the remaining shares are carried at a fair value of $16,401,066.

 

During the nine months ended September 30, 2024, the company purchased a total of 4,086,680 shares in companies that are publicly traded. As at September 30, 2024, these shares are carried at a fair value of $4,919,029.

 

The realized gain on marketable securities for the nine months ended September 30, 2024, was $249,373 (nine months ended September 30, 2023 – nil). The unrealized loss on marketable securities for the nine months ended September 30, 2024, was $3,684,267 (nine months ended September 30, 2023 – $5,307,976). These net realized and unrealized gains and losses are recorded in the condensed consolidated income statement.

 

5.

Property, plant, and equipment

 

In February 2023, through its asset acquisition of Alta Mesa, the Company acquired a variety of property, plant, and equipment assets (Note 8). In May 2023, the Company acquired proprietary Prompt Fission Neutron (“PFN”) technology and equipment in the amount of $3,100,000 included within “Other property and equipment”. The PFN is amortized over its expected useful economic life of 10 years. 

 

5.

Property, plant, and equipment (continued)

 

The following is a summary of property, plant and equipment, net:

 

		Uranium plants $				Other property and equipment $				Furniture $				Buildings $				Software $				Total $
Balance, December 31, 2023			10,405,924				4,119,189				84,297				353,055				7,395				14,969,860
Additions			3,934,980				887,138				-				405,937				-				5,228,055
Disposals
Depreciation			(522,309	)			(773,869	)			(25,740	)			(30,978	)			(7,192	)			(1,360,088	)
Currency translation adjustment			-				(422	)			(656	)			-				(203	)			(1,281	)
Balance, September 30, 2024			13,818,595				4,232,036				57,901				728,014				-				18,836,546

 

6.

Asset acquisition and disposition

 

Alta Mesa acquisition

 

On February 14, 2023, the Company acquired the Alta Mesa in-Situ Recovery uranium project (“Alta Mesa”).The aggregate amount of the total consideration was $120,574,541.

 

The transaction did not qualify as a business combination according to the definition in IFRS 3 Business Combinations. It has been accounted for as an asset acquisition with the purchase price allocated based on the estimated fair value of the assets and liabilities summarized as follows:

 

		Amount $
Consideration
Cash			60,000,000
Convertible promissory note			60,000,000
Fair value of replacement options			81,414
Transaction costs			493,127
Total consideration value			120,574,541
			Amount $
Net assets acquired
Prepaids			42,374
Property, plant, and equipment			6,111,000
Mineral properties			120,196,484
Asset retirement obligations			(5,488,969	)
Accounts payable and accrued liabilities			(286,348	)
Total net assets acquired			120,574,541

 

6.

Asset acquisition and disposition (continued)

  

The value of the replacement options has been derived using the Black-Scholes option pricing model. The weighted average assumptions used in the Black-Scholes option pricing model are as follows:

 

Weighted Average		February 14, 2023
Exercise Price		$	3.10
Share price		$	3.20
Discount Rate			3.39	%
Expected life (years)			5.00
Volatility			99.48	%
Fair value of replacement options (CAD per option):		$	2.43

 

The fair value of the Replacement Options is based on the issuance of 44,681 options with a fair value of $81,414 (C$108,636). 

 

Alta Mesa joint venture 

 

On December 5, 2023, the Company entered into a Master Transaction Agreement (the “MT Agreement”) with Boss Energy Limited (“Boss Energy”), a public company domiciled in Australia. Pursuant to the MT Agreement, Boss Energy was assigned the right to acquire a 30% interest in the Alta Mesa assets. 

 

On February 26, 2024, pursuant to the terms of a MT Agreement, Boss Energy acquired a 30% equity interest in a new limited liability company (the “JV Company”) that was formed to hold the Alta Mesa project, in exchange for a payment of $60 million. enCore holds 70% equity in the JV Company. 

 

Upon closing of the Transaction, the parties entered into a joint venture agreement (the “JV Agreement”) which governs the JV Company. Pursuant to the JV Agreement, enCore acts as manager of the JV Company and is entitled to a management fee. 

 

Concurrently with the establishment of the JV Company, the parties entered into a uranium loan agreement providing for up to 200,000 pounds of uranium to be lent by Boss Energy to the Company at a fair market value of $20,108,000. The loan bears interest of 9% and is repayable in 12 months in cash or uranium at the election of Boss Energy. After 6 months, the Company can elect to pay off the loan plus $200,000. At September 30, 2024, the Company recorded a uranium loan liability of $21,186,872 for the borrowed uranium including $1,078,872 of associated interest. 

 

Boss Energy also acquired 2,564,102 common shares of the Company issued from treasury at a price of $3.90 per share for total proceeds to the Company of $10 million. 

 

Finally, the parties also entered into a strategic collaboration agreement for the collaboration and research to develop the Company’s PFN technology, to be financed equally by each party. 

 

The terms of the JV Agreement and the disposal of a 30% interest in the JV Co. support that control was retained both before and after Boss Energy acquired their interest, and that joint control is not present. As such, Company will continue to consolidate the operations of the JV Co. with an offsetting non-controlling interest being recorded. 

 

6.

Asset acquisition and disposition (continued)

 

The table below is a summary of the accounting for recognition of the initial Non-Controlling Interest on Boss Energy acquiring 30% interest in the JV Company.

 

Boss Initial Non-controlling Interest		February 26, 2024 $
Cash			60,000,000
Equity Reserves			(20,447,042	)
Non-controlling interest			39,552,958

 

The table below summarizes the balance of Non-controlling interest at September 30, 2024

 

Boss Non-controlling Interest		September 30, 2024 $
Initial Non-controlling Interest			39,552,958
Net loss for the period attributable to: Non-controlling interest			(1,874,863)
Non-controlling interest			37,678,095

 

7.

Mineral Properties

 

		Arizona 1,2 $				Colorado 1 $				New Mexico 1,3 $				South akota 1 $				Texas 1 $				Utah 1 $				Wyoming 1 $				Total $
Balance, December 31, 2022			775,754				578,243				4,905,348				86,220,848				9,144,069				1,840,362				41,754,462				145,219,086
Exploration costs:
Drilling			-				-				-				-				7,300				-				-				7,300
Acquisition, maintenance and lease fees			99,415				4,544				49,370				312,927				121,414,182				49,910				296,298				122,226,646
Consulting			141				4,566				138				4,742				96,937				552				38,511				145,587
Personnel			-				8,069				-				174,850				426,773				-				75,317				685,009
Impairment			-				-				-				-				(1,537,168	)			(658	)			-				(1,537,826	)
Divestment:
Divestment of mineral interest			(358,969	)			-				(2,433,353	)			-				-				-				(376,039	)			(3,168,361	)
Assets held for sale			358,969				-				-				-				-				-				369,913				728,882
Project development costs:
Construction of wellfields			-				-				-				-				1,060,260				-				-				1,060,260
Drilling			-				-				-				-				5,898,856				-				-				5,898,856
Personnel			-				-				-				-				1,245,519				-				-				1,245,519
Reclassification
Reclassification to Mining properties			-				-				-				-				(5,301,820	)			-				-				(5,301,820	)
Balance, December 31, 2023			875,310				595,422				2,521,503				86,713,367				132,454,908				1,890,166				42,158,462				267,209,138
Exploration costs:
Drilling			-				-				-				-				-				-				-				-
Acquisition, maintenance and lease fees			132,775				46,655				38,917				562,894				7,824,273				28,218				638,417				9,272,148
Consulting			130				3,705				-				41,988				42,771				179				7,010				95,783
Personnel			-								133				13,238				190,402				-				14,050				219,966
Project development costs:			-				-				-				-				-				-				-				-
Construction of wellfields			-				-				-				-				6,149,511				-				-				6,149,511
Personnel			-				-				-				-				1,503,516				-				-				1,503,516
Reclassification to Mining properties			-				-				-				-				(24,383,908	)			-				-				(24,383,908	)
Balance, September 30, 2024			1,008,215				645,782				2,560,553				87,331,487				123,781,473				1,920,706				42,817,939				260,066,155

 

1.

For a detailed description of the properties, please refer to Note 9, Mineral properties of the financial statements for the year ended December 31, 2023, as contained in our Form 40-F Annual Report for 2023 on www.sedarplus.ca or on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov/edgar

2.

At September 30, 2024, the Company held cash bonds for $nil (December 31, 2023 - $85,500) with the Bureau of Land Management. In February, 2024, the bond was released and funds have been returned to the Company.

3.

In January 2024, pursuant to the terms in the asset purchase agreement, Ambrosia exercised its final option to complete the purchase of uranium mineral rights and the Company received a payment of $24,240.

 

Alta Mesa Project 

 

The Alta Mesa Project is located in Brooks County, Texas.

 

7.

Mineral Properties (continued)

 

In February 2024, the Company completed several transactions under a master transaction agreement with an unrelated company Boss Energy Ltd. The completion of this transaction resulted in the Company holding a 70% interest in the project while also remaining as the project manager. Boss Energy Ltd. holds a 30% interest in the project (Note 8). 

 

At June 30, 2024, in accordance with its material accounting policy for mineral properties, the Company assessed its Alta Mesa mineral property assets for impairment and found that the asset had carrying value of $133,271,835 and a recoverable value of $140,749,713 and concluded that the asset was not impaired. The asset was reclassified as a Mining property asset (Note 8) at September 30, 2024.

 

8.

Mining properties

 

As noted in Note 7, in December 2023 and September 2024, the Company reclassified its Rosita Extension mineral property and part of its Alta Mesa mineral property to producing mining property. 

 

Significant judgment was used to determine the recoverable value in use of the Rosita Extension and Alta Mesa assets. Recoverability is dependent upon assumptions and judgments in pricing for future uranium sales, costs of production, and mineral reserves. Other assumptions used in the calculation of recoverable amounts are discount rates, future cash flows and profit margins. A 10% change in these assumptions could impact the potential impairment of this asset. 

 

The mining property’s balance at September 30, 2024 and December 31, 2023 consists of: 

 

		Alta Mesa $				Rosita Extension $				Total $
Balance, December 31, 2022			-				-				-
Reclassification from mineral properties			-				5,301,820				5,301,820
Depletion			-				-				-
Balance, December 31, 2023			-				5,301,820				5,301,820
Reclassification from mineral properties			24,383,908				-				24,383,908
Depletion			(581,923	)			(2,528,997	)			(3,110,920	)
Balance, September 30, 2024			23,801,985				2,772,823				26,574,808

 

9.

Asset retirement obligations

 

The Company is obligated by various federal and state mining laws and regulations which require the Company to reclaim surface areas and restore underground water quality for certain assets in Texas, Wyoming, Utah and Colorado. These projects must be returned to the pre-existing or background average quality after completion of mining. 

 

The Company updates these reclamation provisions based on cash flow estimates, and changes in regulatory requirements and settlements annually. The Company used an inflation factor of 2.5% per year and a discount rate of 11% in estimating the present value of its future cash flows. 

 

9.

Asset retirement obligations (continued)

 

The asset retirement obligations balance by project is as follows: 

 

		September 30, 2024  $				December 31, 2023  $
Kingsville			2,644,220				2,458,564
Rosita			1,495,195				1,485,560
Vasquez			41,241				40,896
Alta Mesa			6,883,320				6,574,980
Centennial			168,806				168,806
Gas Hills			63,000				63,000
Ticaboo			36,000				36,000
Asset retirement obligations			11,331,782				10,827,806

 

The asset retirement obligations continuity summary is as follows: 

 

Asset retirement obligation		Amount $
Balance, December 31, 2022			4,752,352
Additions (Note 6)			5,488,969
Accretion			1,099,119
Settlement			(291,449	)
Change in estimates			(221,185	)
Balance, December 31, 2023			10,827,806
Accretion			871,200
Settlement			(367,224	)
Balance, September 30, 2024			11,331,782

 

10.

Share capital

 

The authorized share capital of the Company consists of an unlimited number of common and preferred shares without par value.

 

During the nine months ended September 30, 2024, the Company issued:

 

i)

2,564,102 units to Boss Energy Limited. for a private placement at a price of $3.90 per unit for gross proceeds of $9,955,318.

 

ii)

6,872,143 common shares were issued to extinguish the convertible note with a carrying value of $23,117,637

 

iii)

8,224,985 common shares were issued on the exercise of warrants, for gross proceeds of $24,134,448.

 

iv)

2,055,617 common shares were issued on the exercise of stock options, for gross proceeds of $3,196,101. In connection with the stock options exercised, the Company reclassified $1,673,245 from contributed surplus to share capital.

 

v)

In June 2023 the Company filed a Canadian short form base shelf prospectus of $140 million and U.S. registration statement on Form F-10. The Company also filed a prospectus supplement, pursuant to which the Company may, at its discretion and from time-to-time, sell common shares of the Company for aggregate gross proceeds of up to $70.0 million. The sale of common shares was to be made through “at-the-market distributions” (“ATM”), as defined in the Canadian Securities Administrators’ National Instrument 44-102 Shelf Distributions, directly on a U.S. Exchange. At September 30, 2024, 495,765 common shares were sold in accordance with the Company’s ATM program for gross proceeds of $2,008,261.

 

10.

Share capital (continued)

 

During the year ended December 31, 2023, the Company issued: 

 

i)

10,615,650 units for a public offering at a price of C$3.25 per unit for gross proceeds of $25,561,689 (C$34,500,863). Each unit consisted of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one additional share at a price of C$4.05 for a period of three years. The Company paid commissions of $1,504,047 (C$2,030,012) and other cash issuance costs of $391,939 (C$529,000).

 

ii)

23,277,000 subscription receipts issued December 6, 2022 at a price of C$3.00 per Subscription Receipts were converted into units for gross proceeds of $51,737,788 (C$69,831,000). Each unit is comprised of one common share of enCore and one share purchase warrant. Each warrant entitles the holder to purchase one additional share at a price of C$3.75 for a period of three years. The Company paid commissions of $3,018,893 (C$4,074,600), other cash issuance costs of $171,365 (C$231,291) and issued 1,350,000 finders’ warrants with a fair value of $1,415,067 (C$1,909,916). 1,066,500 of the finder’s warrants are exercisable into one common share of the Company at a price of C$3.91 for 27 months from closing; 283,500 of the finder’s warrants are exercisable into one common share of the Company at a price of C$3.25 for 27 months from closing. The value of the finders’ warrants was derived using the Black-Scholes option pricing model as follows:

 

Weighted Average		Finder’s Warrants
Quantity			1,066,500				283,500
Exercise Price		$	3.91			$	3.25
Share price		$	3.20			$	3.20
Discount Rate			4.19	%			4.19	%
Expected life (years)			2.25				2.25
Volatility			81.81	%			81.81	%
Fair value of finders’ warrants (CAD per option):		$	1.38			$	1.54

 

iii)

6,034,478 common shares were issued on the exercise of warrants, for gross proceeds of $16,995,629.

 

iv)

575,676 common shares were issued on the exercise of stock options, for gross proceeds of $557,465. In connection with the stock options exercised, the Company reclassified $1,041,239 from contributed surplus to share capital.

 

v)

In June 2023 the Company filed a Canadian short form base shelf prospectus of $140 million and U.S. registration statement on Form F-10. The Company also filed a prospectus supplement, pursuant to which the Company may, at its discretion and from time-to-time, sell common shares of the Company for aggregate gross proceeds of up to $70.0 million. The sale of common shares is to be made through “at-the-market distributions” (“ATM”), as defined in the Canadian Securities Administrators’ National Instrument 44-102 Shelf Distributions, directly on a U.S. Exchange. At December 31, 2023, 15,690,943 common shares were sold in accordance with the Company’s ATM program for gross proceeds of $49,444,256.

 

Stock options 

 

The Company adopted a Stock Option Plan (the “Plan”) under which it is authorized to grant options to Officers, Directors, employees and consultants enabling them to acquire common shares of the Company. The number of shares reserved for issuance under the Plan cannot exceed 10% of the outstanding common shares at the time of the grant. The options can be granted for a maximum of five years and vest as determined by the Board of Directors. 

 

10.

Share capital (continued)

 

The Company’s stock options outstanding at September 30, 2024 and December 31, 2023, and associated changes, are as follows: 

 

		Period ended September 30, 2024								Year ended December 31, 2023
		Options #				Weighted average exercise price CAD $				Options #				Weighted average exercise price CAD $
Options outstanding, beginning of period/year			8,412,882				2.63				7,235,648				2.52
Granted			2,804,000				5.75				2,670,181				2.85
Exercised			(2,055,617	)			1.01				(575,676	)			1.31
Forfeited/expired			(229,793	)			4.04				(917,271	)			3.20
Options outstanding			8,931,472			$	3.95				8,412,882			$	2.63
Options exercisable			5,257,389			$	3.34				5,921,267			$	2.39

 

As at September 30, 2024, stock options outstanding were as follows: 

 

						Options Outstanding September 30, 2024								Options Exercisable September 30, 2024
Option price per share		Options #				Weighted average remaining life (years)				Weighted average exercise price CAD $				Options #				Weighted average exercise price CAD $
$ 0.18 - 1.92			1,020,499				0.09			$	0.98				1,020,499			$	0.98
$ 2.40 - 3.79			2,647,806				1.02			$	2.92				1,534,473			$	2.98
$ 4.20 - 5.76			5,263,167				2.05			$	5.04				2,702,417			$	4.43
			8,931,472				3.16			$	3.95				5,257,389			$	3.34

 

During the nine months ended September 30, 2024, the Company granted an aggregate of 2,804,000 stock options to Directors, Officers, employees, and an accounting advisory consultant of the Company. A fair value of C$11,054,708 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model.

 

During the year ended December 31, 2023, the Company granted an aggregate of 2,670,181 stock options to Directors, Officers, employees, and an accounting advisory consultant of the Company. A fair value of

C$5,616,767 was calculated as measured at the grant date using the Black-Scholes option model.

 

The Company’s standard stock option vesting schedule calls for 25% every six months commencing six months after the grant date.

 

During the nine months ended September 30, 2024, the Company recognized stock option expense of $4,600,697 (nine months ended September 30, 2023 - $3,535,299) for the vested portion of the stock options.

 

10.

Share capital (continued)

 

The fair value of all compensatory options granted is estimated on the grant date using the Black-Scholes option pricing model. The weighted average assumptions used in calculating the fair values are as follows: 

 

		September 30, 2024		December 31, 2023
Risk-free interest rate		3.39%		3.34%
Expected life of option		5.0 years		5.0 years
Expected dividend yield		0%		0%
Expected stock price volatility		85.01%		95.43%
Fair value per option		C$3.94		C$2.10

 

Share purchase warrants

 

A summary of the status of the Company’s warrants as of September 30, 2024, and December 31, 2023, and changes during the period/year then ended is as follows:

 

		Period ended September 30, 2024								Year ended December 31, 2023
		Warrants #				Weighted average exercise price CAD $				Warrants #				Weighted average exercise price CAD $
Warrants outstanding, beginning of year			31,461,804				4.04				7,494,506				4.43
Granted			500				3.90				30,013,783				3.80
Exercised			(8,224,985	)			3.99				(6,034,479	)			3.35
Expired			(2,746,235	)			5.95				(12,006	)			2.02
Warrants outstanding, end of period/year			20,491,084				3.80				31,461,804				4.04

 

As of September 30, 2024, share purchase warrants outstanding were as follows:

 

								Warrants Outstanding September 30, 2024
Warrant price per share				Warrants #				Weighted average remaining life (years)				Weighted average exercise price CAD $
$	3.00 - 4.05				20,491,084				1.37			$	3.80

 

Convertible promissory note

 

On February 14, 2023, the Company issued a secured convertible promissory note (the “Note”) in connection with the Alta Mesa acquisition (Note 6) with a principal value of $60,000,000. The note had a two-year term bearing interest at 8% per annum.

 

During the year ended December 31, 2023, the Company paid $40,000,000 of the principal balance off, reducing the outstanding principal balance at that date to $20,000,000. In February 2024, the balance was converted by issuance of 6,872,143 common shares to the debt holder.  

 

10.

Share capital (continued)

 

A reconciliation of the convertible debenture components is as follows:

 

		Liability $				Equity $				Total $
Balance, December 31, 2023			19,239,167				3,813,266				23,052,433
Issuance of promissory note			-				-				-
Accretion expense			65,204				-				65,204
Conversion of promissory note to shares			(19,304,371	)			(3,813,266	)			(23,117,637	)
Accrued interest, not yet paid			-				-				-
Balance, September 30, 2024			-				-				-
Liabilities:
Current portion - convertible debenture (accrued interest)			-				-				-
Long term portion - convertible debenture			-				-				-
Balance, September 30, 2024			-				-				-

 

11.

Related party transactions and balances

 

Related parties include key management of the Company and any entities controlled by these individuals or their direct family members. Key management personnel consist of Directors and senior management including the Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Legal Officer. 

 

The amounts paid to key management or entities providing similar services are as follows: 

 

				Nine Months Ended September 30,
				2024				2023
Consulting		(1)			192,000				111,759
Directors’ fees		(2)			222,000				116,583
Staff costs					1,512,270				2,407,490
Stock option expense					3,143,635				2,795,445
Total key management compensation					5,069,905				5,431,277

 

(1)

During the nine months ended September 30, 2024, the Company incurred communications & community engagement consulting fees of $192,000 (September 30, 2023 - $111,759) according to a contract with 5 Spot Corporation in 2024 and 2023 as well as Tintina Holdings, Ltd., in 2023. In July 2023, the Tintina Holdings, Ltd contract was reassigned to 5 Spot Corporation, a new Company owned by the spouse of the Company’s Executive Chairman.

 

(2)

Directors’ Fees are included in staff costs on the consolidated statements of loss and comprehensive loss.

 

During the nine months ended September 30, 2024, the Company granted 2,010,000 (September 30, 2023 – 2,075,000) options to key management, with a fair value of $5,511,010 (September 30, 2023 - $3,184,425).

 

As of September 30, 2024 and December 31, 2023, the following amounts were owed to related parties:

 

		September 30, 2024  $				December 31, 2023  $
5-Spot Corporation			40,766				12,000
Hovan Ventures LLC			—				7,000
Officers and Board Members			159,721				2,501,594
Total key management compensation			200,487				2,520,594

 

12.

Management of capital

 

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to support the exploration, evaluation, and development of its mineral properties and to maintain a flexible capital structure that optimizes the cost of capital within a framework of acceptable risk. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, and acquire or dispose of assets. 

 

The Company is dependent on the capital markets as its primary source of operating capital and the Company’s capital resources are largely determined by the strength of the junior resource markets, the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. 

 

The Company considers the components of shareholders’ equity as capital. 

 

There were no changes in the Company’s approach to capital management during the nine months ended September 30, 2024, and the Company is not subject to any externally imposed capital requirements. 

 

13.

Financial instruments

 

Financial instruments include cash, receivables and marketable securities and any contract that gives rise to a financial asset to one party and a financial liability or equity instrument to another party. Financial assets and liabilities measured at fair value are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:

 

1.

Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.

 

2.

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly.

 

3.

Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data.

 

Marketable securities are measured at Level 1 of the fair value hierarchy. The Company classifies these investments as financial assets whose value is derived from quoted prices in active markets and carries them at FVTPL. 

 

The Company classifies its cash, restricted cash and receivables as financial assets measured at amortized cost. Accounts payable, lease liability, uranium loan liability, due to related parties, and convertible promissory note are classified as financial liabilities measured at amortized cost. The carrying amounts of receivables, accounts payable, and amounts due to related parties approximate their fair values due to the short-term nature of the financial instruments. The carrying value of the Company’s convertible promissory note, the uranium loan liability and lease liabilities approximates fair value as they bear a rate of interest commensurate with market rates. 

 

Currency risk 

 

Foreign currency exchange risk is the risk that future cash flows, net income and comprehensive income will fluctuate as a result of changes in foreign exchange rates. As the Company’s operations are conducted internationally, operations and capital activity may be transacted in currencies other than the functional currency of the entity party to the transaction. 

 

13.

Financial instruments (continued)

 

The Company’s objective in managing its foreign currency risk is to minimize its net exposures to foreign currency cash flows by obtaining most of its estimated annual U.S. cash requirements and holding the remaining currency in Canadian dollars. The Company monitors and forecasts the values of net foreign currency cash flow and consolidated statement of financial position exposures and from time to time could authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations. 

 

The following table provides an indication of the Company’s foreign currency exposures during the period/year ended September 30, 2024, and December 31, 2023: 

 

		September 30, 2024 C$				December 31, 2023 C$
Cash			11,870,107				5,120,718
Marketable Securities - Current			21,157,194				22,333,093
Accounts payable and accrued liabilities			(140,655	)			(351,193	)
Total			32,886,646				27,102,618

 

A 10% change in Canadian/US foreign exchange rate at period end would have changed the net loss of the Company, assuming that all other variables remained constant, by $2,431,967 for the period ended September 30, 2024 (December 31, 2023 - $2,049,192).

 

The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Credit risk 

 

Credit risk arises from cash held by banks and financial institutions and receivables. The maximum exposure to credit risk is equal to the carrying value of these financial assets. Some of the Company’s cash is held by a Canadian bank. 

 

Market risk 

 

The Company is exposed to market risk because of the fluctuating value of its marketable securities (Note 4). The Company has no control over these fluctuations and does not hedge its investments. Based on the September 30, 2024 value of marketable securities every 10% change in the share price of these holdings would have impacted loss for the period/year, by approximately $1,570,000 (December 31, 2023 - $1,689,000) before income taxes.

 

enCore’s sales contracts typically retain exposure to spot pricing while including minimum floor and maximum ceiling prices, some of which are adjusted upwards annually for inflation. Minimum floor prices are set at levels that provide the Company a comfortable margin over its expected costs of operations in Texas while still allowing the Company to participate in anticipated escalations of the price of uranium.

 

Further, the Company still has a significant amount of projects still in the exploration stage. Fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration. 

 

Interest rate risk 

 

Interest rate risk mainly arises from the Company’s cash, which receives interest based on market interest rates. The interest rate risk on cash is not considered significant. 

 

13.

Financial instruments (continued)

 

Liquidity risk 

 

The Company is primarily engaged in the acquisition, exploration, and development of uranium resource properties in the United States which is subject to significant inherent risk. Declines in the market prices of uranium and delays in the production, changes in the regulatory environment and adverse changes in other inherent risks can significantly and negatively impact the Company’s operations and cash flows and its ability to maintain sufficient liquidity to meet its financial obligations. Adverse changes to the factors mentioned above have impacted the recoverability of the Company’s mineral properties, mining properties, and plant and equipment, which may result in impairment losses being recorded. 

 

The Company’s current operating budget and future estimated cash flows indicate that the Company will generate positive cash flow in excess of the Company’s cash commitments within the twelve-month period following the date these consolidated financial statements were authorized for issuance. 

 

The Company may be required to raise additional funds from external sources to meet these requirements. There is no assurance that the Company will be able to raise such additional funds on acceptable terms, if at all. 

 

If the Company raises additional funds by issuing securities, existing shareholders may be diluted. If the Company is unable to obtain financing from external sources or issuing securities the Company may have difficulty meeting its payment obligations. 

 

14.

Segmented information

 

The Company operates in a single segment: the acquisition, exploration, and development of mineral properties in the United States. 

 

The table below provides a breakdown of the Company’s long-term assets by geographic segment: 

 

		South Dakota $				Texas $				New Mexico $				Wyoming $				Other States $				Total $
Intangible assets			-				122,399				216,340				-				174,982				513,721
Property, plant and equipment			208,619				14,761,241				-				-				-				14,969,860
Mineral properties			86,713,367				132,454,909				2,521,503				42,158,462				3,360,897				267,209,138
Mining properties			-				5,301,820				-				-				-				5,301,820
Right-of-use assets			-				443,645				-				-				-				443,645
Balance, December 31, 2023			86,921,986				153,084,014				2,737,843				42,158,462				3,535,879				288,438,184
Intangible assets			-				119,711				215,981				-				156,878				492,570
Property, plant and equipment			265,228				18,571,318				-				-				-				18,836,546
Mineral properties			87,331,487				123,781,473				2,560,553				42,817,939				3,574,703				260,066,155
Mining properties							26,574,808																26,574,808
Right-of-use assets							361,933																361,933
Balance, September 30, 2024			87,596,715				169,409,243				2,776,534				42,817,939				3,731,581				306,332,012

 

15.

Supplemental cash flows

 

The Company incurred non-cash financing and investing activities as follows:

 

		September 30, 2024  $				December 31, 2023  $
Non-cash financing activities:
Share issue costs on finders’ warrants issued			-				1,415,057
			-				1,415,057
Non-cash investing activities:
Mineral property costs included in accounts payable and accrued liabilities			377,039				327,607
Property, plant, and equipment additions included in accounts payable and accrued liabilities			400,095				187,834
Reclamation settlements remaining in accounts payable			-				9,651
Conversion of convertible note to shares			23,117,637				-
Convertible promissory note issued for asset acquisition (Note 10)			-				60,000,000
Marketable securities received on divestitures			-				9,815,100
			23,894,771				70,340,192

 

There were no amounts paid for income taxes during the period/year ended September 30, 2024, and December 31, 2023. 

 

16.

Events after the reporting period

 

Subsequent to September 30, 2024, the following reportable events were completed:

 

On November 5, 2024, Nuclear Fuels Inc.(NFI) announced that the Company will purchase 5,200,000 of its private placement Units for gross proceeds of $2,080,000. Upon closing, the Company will hold and control 16,690,543 NFI Shares representing 17.1% of the outstanding shares and 3,458,103 Warrants representing 19.88% of the outstanding shares on a partially diluted basis.

 

26

Exhibit 99.2

 

 

Management’s Discussion & Analysis

For the three and nine months ended

September 30, 2024

 

 

enCore Energy Corp. Management’s Discussion and Analysis For the nine months ended September 30, 2024 and 2023

 

Introduction 

 

Set out below is management’s assessment and analysis of the results of operations and financial condition of enCore Energy Corp. and its subsidiaries (“enCore”, or the “Company”) for the three and nine months ended September 30, 2024. The following information is prepared as of September 30, 2024, and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2024 and 2023, and the accompanying notes thereto, as well as Management’s Discussion and Analysis for the year ended December 31, 2023, as contained in our Form 40-F Annual Report for 2023, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar figures included in this management’s discussion and analysis (“MD&A”) are quoted in United States Dollars unless otherwise indicated. Additional information related to the Company is available on SEDAR+ at www.sedarplus.ca. 

 

Our Business: America’s Clean Energy Company™

 

Business Operations Update 

 

The Company is focused on producing uranium in the United States and delivering that uranium to customers. The Company currently utilizes only the proven In-Situ Recovery technology (ISR) to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy. 

 

Although the United States is the world’s largest consumer of uranium and largest producer of nuclear energy, it remains dependent on imported uranium. Due to the current geopolitical environment, the Company expects increasing demand for domestically produced uranium as U.S. utilities transition to domestic supply following the recent ban of Russian enriched uranium. enCore’s strategy is to leverage its uranium production to drive value for its shareholders and be a United States preferred supplier. With current and future sales contracts extending through year 2029 enCore’s product will fuel clean, reliable and carbon-free electricity generation. Used for nuclear energy, uranium is an important green energy fuel source. Unlike other power generation, the cost of nuclear fuel (uranium) is a small percentage of total power generating costs.

 

enCore owns 3 of the 11 licensed and constructed Central ISR Uranium Processing Plants (CPPs) in the United States.¹ All of its existing facilities are located in the State of Texas. Our plants are designed and permitted to process uranium from a mix of satellite plants and primary sources within South Texas. In addition, the Company has several key mineral resource projects in other jurisdictions within the United States. Our NI43-101 compliant resources are listed below:

 

Total measured and indicated Mineral Resources	74.42 million lbs U3O8
Total inferred Mineral Resources	26.47 million lbs U3O8

 

The Company’s production strategy over the next 3 years is centered around two of its fully licensed Texas CPPs; Rosita and Alta Mesa. The CPPs located at the Rosita and Kingsville Dome projects are designed for, and fully capable of, processing feed resin from relocatable satellite ion-exchange (IX) plants employed at various deposits within a 100-mile radius of each plant. The Rosita Central Processing Plant was the starting point for enCore’s Texas production strategy. In Q4 2023, the Company announced it had commenced uranium recovery operations at Rosita from the Rosita Extension wellfield, PAA-5. Rosita is located approximately 60 miles from Corpus Christi, Texas and has an 800,000-pound U₃O₈ per year production capacity. Newly modernized and refurbished in 2023, the Rosita Plant will act as the central processing site for the Rosita South, Upper Spring Creek, and Butler Ranch Uranium Projects. At its Rosita CPP, 67,993 pounds U₃O₈ were extracted and packaged year to date. During the three months ended September 30, 2024, the Company conducted resource development drilling work at its Upper Spring Creek Project to recently acquired properties in order to identify uranium roll fronts that may extend from the Company’s initial wellfield. Following the approval of the Class III Underground Injection Control (“UIC”) permit received in June 2024, the Company began installing the monitor well ring and baseline wells for the first wellfield at the Upper Spring Project. The project is planned to include a satellite ion exchange (“IX”) facility and wellfield that will feed the Rosita CPP.

 

1

Domestic Uranium Production Report First-Quarter 2024, Energy Information Administration, May 2024

 

 

In February 2023, the Company acquired 100% of the Alta Mesa Project from Energy Fuels, Inc. for $120 million. enCore’s fully licensed Alta Mesa ISR Uranium CPP is located approximately 100 miles southeast of Corpus Christi, TX, and has a production capacity of 1.5 million lbs U₃O₈ per year through its IX exchange system located at the plant. The facility has IX elution, precipitation, drying, and packaging capacity for 2.0 million lbs U₃O₈ per year. This capacity is designed to accept direct production feed to the IX columns in the plant and concurrently accept loaded resin from satellite locations. The Alta Mesa Project includes existing and near-term production areas, including the fully permitted and authorized production areas 6 & 7. The project also has 9 additional mineral resource areas described below in the “Our Assets” section. In total, the project encompasses mineral leases on 200,000 acres of private land. In February 2024, the Company sold a 30% interest in the Alta Mesa project to Boss Energy Limited for $60 million. The injection of capital to the Company from the sale of the 30% interest in the Alta Mesa Project allowed the Company to accelerate future production strategy.

 

In June 2024, the company announced the successful startup of uranium recovery operations at the Alta Mesa Uranium Central Processing Plant (“CPP”) and Wellfield (“Alta Mesa Project”). With the restart of the previously producing Alta Mesa Project, enCore Energy is now the only uranium producer in the United States with multiple production facilities in operation. The initial ramp up will be a progressive process to advance and continually increase uranium production via direct feed to the CPP. Development drilling and wellfield installation continued at Wellfield 7 at Alta Mesa to support expanding production through a second IX circuit at the CPP. During the quarter, wellfield solution head grades at Alta Mesa Project.peaked at approximately 140 mg/L U3O8 and averaged approximately 65 mg/L U3O8. At the Alta Mesa CPP, 38,589 pounds U3O8 were extracted and packaged as of the nine months ended September 30, 2024. The Company conducted resource development drilling work at Alta Mesa to improve confidence in areas near the Alta Mesa CPP and the Mesteña Grande resource area.

 

The Company started uranium recovery operations at its Rosita CPP in November, 2023 and at its Alta Mesa CPP in June, 2024. Combined, 100,261 pounds U₃O₈ was packaged from our South Texas operations over the nine month period. Additionally, over the same period, the Company shipped 56,551 pounds U₃O₈ to a North American Conversion Facility.

 

The Kingsville Dome Central ISR Uranium Processing Plant (Kingsville Dome CPP) is currently maintained and available to increase production capacity as additional satellite plants and production wellfields are brought into production. This facility, similar in size and design to the Rosita facility, has a capacity of 800,000 lbs U₃O₈ per year.

 

With a diverse portfolio of uranium projects, enCore is prioritizing projects that will utilize ISR technology to produce uranium. ISR, when compared to conventional open pit or underground mining, requires less capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment, including minimizing groundwater use. The historic worker safety record in the ISR segment of the mining industry is significantly better than that of conventional underground and open pit uranium mining and milling.

 

enCore has a significant economic opportunity in the changing and growing uranium market and nuclear energy industry. Its strong technical team forms the basis for its strength with extensive expertise in ISR operations, reclamation, permitting and exploration. The Company has a broad set of uranium assets that provide a growing production pipeline that includes current and near-term production in Texas followed by pipeline projects in South Dakota and Wyoming with longer term production planned from enCore’s extensive resources in other states.

 

Notably, the advanced stage Dewey-Burdock Uranium Project (Dewey-Burdock) in South Dakota has demonstrated ISR resources, including a 2019 Preliminary Economic Assessment (PEA) citing robust economics. The Company is in the process of reviewing and updating the PEA to reflect current economics and planning. The project has its source material license from the US Nuclear Regulatory Commission (NRC) and its underground injection permits and aquifer exemption from the US Environmental Protection Agency (EPA). In 2023, the Company announced that the NRC approval was considered final when appeals of the license approval were exhausted following a successful outcome from the Circuit Court of Appeals for the District of Columbia. The underground injection permits were appealed to the EPA’s Environmental Appeals Board (EAB) and the aquifer exemption was appealed to the 8th Circuit Court of Appeals. In September 2024, the EAB issued its ruling on the appeal regarding the underground injection permits. The underground injection control permits are required to authorize injection for uranium recovery, and the aquifer exemption is a change to the State’s groundwater protection program, authorized by the EPA, to remove a limited, mineral bearing portion of an aquifer from protection as an underground source of drinking water. Based on the successful outcome for the company of the appeal of the NRC license and the underground permits, we believe we will also be successful in the appeal of the aquifer exemption.

 

During the three months ended September 30, 2024, the Company conducted resource development drilling on its Dewey Terrace project area. The Dewey Terrace project is located across the Wyoming-South Dakota border from western extent of the Dewey Burdock ISR Uranium Project.

 

The Company has commenced the initial permitting work to advance the Gas Hills Uranium Project (Gas Hills) as an ISR uranium recovery operation located in central Wyoming, approximately 60 miles west of Casper, WY. As part of the initial data collection for project permitting, the Company initiated core drilling during the three months ended September 30, 2024. Gas Hills has a current resource and robust economics as described in a 2021 PEA. It is ideally located in the historic Gas Hills Uranium Mining District, a brownfield area of extensive previous mining. The Company has Dewey-Burdock and Gas Hills as its mid-term production assets within the planned production pipeline.

 

 

The Company’s New Mexico assets represent a long-term asset in our planned production pipeline. enCore holds a dominant position in the historic Grants Uranium District in New Mexico through its control of mineral rights over approximately 500 square miles containing significant uranium resources in several different deposits. The Company is committed to the significant work necessary to overcome legacy issues related to historic uranium mining and milling in New Mexico and its effect on indigenous and local communities. The Company is executing an engagement strategy with local communities to educate one another and work together to realize economic and social benefits of collectively exploiting these significant resources in an environmentally superior way, unlocking the value of the assets to all parties’ benefit. In addition to these more advanced projects, the Company has significant mineral holdings in Wyoming, Arizona, and Utah.

 

The Company enjoys access to a large collection of proprietary databases of United States assets. This gives the Company access to exclusive benefits from historic exploration, development and production data generated over almost 100 years by several major companies including Union Carbide, W.R. Grace, UV Industries, Getty Oil, Uranium Resources Inc. Powertech (USA) Inc., Ucolo Exploration Co., and others.

 

Industry Update and Outlook 

 

In October 2024, the World Nuclear Association reported, globally, there are currently 439 operable reactors and 66 reactors under construction. Many nations that have deployed nuclear power are appreciating its clean energy and energy security benefits, reaffirming their commitment, and developing plans to support existing reactor units while reviewing and developing policies to encourage more nuclear capacity.. In the U.S., several utilities have announced life extensions and power uprates of existing, operating reactors as well as restarting reactors that had been previously shutdown and planned for decommissioning because of government policy changes that are directly supporting nuclear power and growing power needs for data and artificial intelligence technology needs.

 

Ongoing geopolitical events continuing in 2024, the global focus on the climate crisis, and energy security concerns all continued to provide tailwinds to the nuclear energy industry while further highlighting supply and demand challenges. Driven by a tightened uranium market and growing security of supply concerns, uranium prices reached levels not seen since 2008. Significantly, the continuing Russian invasion of Ukraine is impacting global nuclear supply chains including the ability to reliably deliver enriched uranium from Russia to the United States, and to reliably deliver uranium produced in Kazakhstan to western uranium markets. 

 

The Company believes that these recent events are resulting in a geopolitical realignment of uranium markets. In May 2024, H.R. 1042 was signed into law banning the imports of Russian enriched uranium into the United States, effective August 11, 2024, subject to waivers granted for supply for distressed reactors and the national interest, and the ban is fully in effect on January 1, 2028. Nuclear utility contracting to secure their long-term requirements for conversion and enrichment services we saw in 2023 has continued into 2024 as a result of the transition away from Russian supply of enriched uranium products. Higher prices across the fuel cycle and annual contracting activity that is getting closer to the rate required to replace what is consumed annually indicate that utilities are returning their focus to secure the uranium necessary to feed those services. The Company expects continued competition among utilities to secure long-term contracts for uranium products and services with proven producers who demonstrate strong environmental, social and governance performance and from assets in geopolitically attractive jurisdictions on terms that will ensure the availability of reliable supply to satisfy demand.

 

Some nuclear energy and uranium market highlights from the 3^rd Quarter 2024 are below.

 

US and Global Market Events 

 

●

Dominion Energy Virginia issued a Request for Proposals (RFP) from leading small modular reactor (SMR) nuclear technology companies to evaluate the feasibility of developing an SMR at the company’s North Anna Power Station in the state of Virginia.

 

●

NextEra Energy is considering a plan to restart the Duane Arnold Energy Center (601 MWe BWR) in the US state of Iowa, which ceased operating in 2000 after 45 years of commercial service. The restart plan is being considered in response to anticipated energy needs from new data centers being added to the local grid.

 

●

The Palisades Nuclear Power Plant in the US state of Michigan, which was permanently shut down more than two years ago, is on track to begin operating again in October next year, according to Holtec International. Before the plant (805 MWe PWR) can be restarted, however, it will need approval from the US Nuclear Regulatory Commission (NRC), which is expected to issue a decision in August next year, according to Holtec. The US Department of Energy (DOE) has closed a loan guarantee of up to US$1.52 billion, under the Inflation Reduction Act’s Energy Infrastructure Reinvestment Fund to support the restart of the Palisades Plant.

 

●

Constellation Energy announced the launch of the Crane Clean Energy Center (CCEC), named in honor of former Constellation CEO Chris Crane, that will involve the restart of Three Mile Island Unit 1 and add approximately 835 MW of carbon-free energy fulfill a 20-year power purchase agreement with Microsoft five years after it was shut down.

 

●

Oracle announced plans to power a new data center through nuclear energy and plans to deploy three small modular reactors to provide direct clean power to the facility.

 

 

●

Google confirmed it is working on large-scale data centers that would use more than 1 GW of power to meet its corporate goal of zero carbon by 2030.

 

●

According to the Financial Times, Founders Fund, the venture capital firm co-founded by billionaire investor Peter Thiel, will support a nuclear start-up company, which will reportedly produce high-assay low-enriched uranium (HALEU) to fuel advanced nuclear reactors.

 

●

Indonesia has included nuclear power plants in its general electricity plan for 2033, which paves the way for potential construction of the Southeast Asian nation’s first commercial reactors.

 

●

Korea Hydro & Nuclear Power (KHNP) has been awarded a bid for at least two new reactors to be built in the Czech Republic as part of the Central European’s nation’s plan to expand its nuclear power program.

 

●

Spain’s Nuclear Safety Council (NSC) has approved the extension of the operating license for the Trillo Nuclear Power Plant for a 10-year period until 2034.

 

●

China’s State Power Investment Corporation (SPIC) and China General Nuclear Power Corp. (CGN) have received approval from the State Council to add four AP1000 technology-based plants to their growing list of new build projects. The new projects bring the total number of operational and approved reactors in China based on AP1000 technology to 16, according to Westinghouse.

 

●

The Prime Minister of Sweden announced that his country will begin construction of a new commercial nuclear reactor before the country’s next legislative election in 2026.

 

During the quarter the spot price of uranium was $85.50 per pound U₃O₈¹ and ended the quarter at $81.75 per pound U₃O₈²_. For the same period, UxC LLC reported long term prices, the indicator reflecting term base prices for escalation, was $79.00 per pound U₃O₈ on July 1, 2024, and $81.00 per pound U₃O₈ on September 30, 2024.

 

1

“July 1, 2024 Ux Price Post”, UxC, LLC

2

“September 30, 2024 UxC Weekly, UxC LLC

 

Sales of Uranium and Sales Agreements

 

As of October 31, 2024, the Company has executed 7 uranium sales agreements to supply uranium to nuclear power plants in the United States and 1 legacy uranium sales agreement with a uranium trading company. To support the Company’s development plans, our uranium sales strategy provides a base level of projected income from sales contracts while preserving significant ability to realize opportunities when strong short-term market fundamentals are present. This strategy ensures that the Company will have committed sales to support the capital necessary for construction of new projects while maintaining flexibility to be opportunistic as market conditions continue to change.

 

enCore’s uranium sales agreement portfolio a mix of market related pricing, hybrid base price and market related pricing, base escalated pricing, and fixed prices. Of enCore’s eight (8) current uranium sales agreements, five (5) are market related that typically retain exposure to spot pricing, while including minimum floor and maximum ceiling prices, some of which are adjusted upwards periodically for inflation. Minimum floor prices are set at levels that provide the Company with a comfortable margin over its expected costs of operations in Texas while still allowing the Company to participate in anticipated escalations of the price of uranium. The Company will continue to assess opportunities to secure future sales agreements that will support its continued project and production growth strategies. The Company is committed to honoring all sales commitments. To meet delivery obligations during the year as production increased, the company occasionally purchased U₃O₈ in the open market to fill those contractual obligations.

 

Currently, we have 4.795 million pounds U₃O₈ in committed uranium sales from 2024 through 2029. Three of the current contracts provide optionality to add an additional 1.525 million pounds U₃O₈ through 2032. During the 3^rd Quarter, enCore completed two uranium sales totaling 120,000 pounds U₃O₈ for an average sales price of $77.14 per pound U₃O₈, not including convertor and transaction costs. 100,000 pounds U₃O₈ sold during the quarter was sourced from purchased uranium, and the balance was sourced from uranium produced at the Rosita CPP.

 

 

Environmental, Social, and Governance Principles 

 

The long-term success of enCore requires the integration of sustainability into all aspects of its business. Leading environmental, social and governance performance (ESG) is strongly correlated to strong financial performance and the creation of long-term value for enCore’s shareholders and other stakeholders. This includes striving to meet the highest standards, contributing toward sustainable development, and serving as responsible natural resource stewards to make positive and lasting impacts on the communities where we operate enCore is responsible to its shareholders, governments, and community stakeholders as the Company’s projects are advanced, and we consider appropriate best practices and innovative methods to meet and exceed these standards where practical, within our financial means. The Company announced on October 21, 2024, the release of its inaugural Sustainability Report that provides details on the Company’s commitment to ESG performance, and the report provides measurable goals for demonstrating performance for key ESG metrics. The Company’s Sustainability Report can be found at its website, https://encoreuranium.com.  

 

Corporate Highlights for Third Quarter 2024

 

●

On July 9, 2024, the Company joined the Texas Nuclear Alliance (TNA). Through this partnership, the company is the first uranium producer to join the TNA, which is the only industry association in Texas dedicated to the advancement of nuclear technology in the state.

 

●

On August 28, 2024, the Company announced results from its annual general meeting of shareholders held on August 28, 2024. A total of 129 shareholders voting 102,194,697 shares, 55.32% of the Company’s issued and outstanding shares as of the record date, were represented at the meeting. All matters for approval at the meeting were duly authorized and approved.

 

●

On September 12, 2024, the Company provided an update on the regulatory progress for the Company’s 100% owned Dewey-Burdock In-Situ Recovery (“ISR”) Uranium Project located near Edgemont, South Dakota. On September 3, 2024, the Environmental Appeals Board (“EAB”) of the EPA issued its ruling on the Oglala Sioux Tribe’s (“OST”) appeal regarding the Dewey - Burdock Class III and V UIC Permits. In summary, the EAB decision:

 

◦

Reiterated the EAB 2023 decision denying OST claims and finding that EPA complied with the National Historic Preservation Act (“NHPA”) Section 106;

 

◦

Denied OST claims and found that EPA complied with NHPA Section 110;

 

◦

Denied OST claims that EPA failed to comply with the National Environmental Protection Act (NEPA);

 

◦

Reserved judgment on other OST claims until EPA expands the administrative record by adding documents, considers those additional materials, responds to related comments, and takes further appropriate action in reissuing the permit decisions;

 

◦

The EAB remanded the reserved issues to EPA and specified that any appeals challenging the reissued permit decisions will be limited to the issues reserved in the remand and any modifications to the permits made as a result of the remand.

 

●

On September 26, 2024, the Company signed its 8th supply agreement with Wolf Creek Nuclear Operating Corporation. for 300,000 pounds of U3O8. That increased the Company’s total committed sales of U3O8 from 4.5 million pounds to 4.8 million pounds through 2033.

 

 

Highlights Subsequent to September 30, 2024 

 

●

On October 3, 2024, the Company held a grand opening celebration at its Alta Mesa ISR Uranium Central Processing Plant and Wellfield in South Texas. The Grand Opening, co-hosted by joint venture partner Boss Energy Ltd, celebrated the restart of the Alta Mesa CPP and established enCore as the only uranium producer in the United States with multiple production facilities in operation.

 

●

On October 16, 2024, the Company announced on-going positive results from its Alta Mesa In-Situ Recovery Central Processing Plant (“CPP”) and Wellfield drill program. Drilling, designed to expand the producing wellfield capacity, continues to significantly exceed the cutoff grade thickness requirements for In-Situ Recovery (“ISR”) of uranium. The Company also reports that production from its first wellfield continues to progress with increases to the number of Alta Mesa production and injection wells on schedule for 2024 and continuing into 2025.

 

●

On October 17, 2024, the company appointed Ms. Stacy Nieuwoudt as a Director of the Board for enCore Energy Corp. Ms. Nieuwoudt will also serve on the Audit Committee and the Compensation Committee.

 

●

On October 21, 2024, the company released its inaugural Sustainability Report. The Report outlines the Company’s sustainability initiatives and key measurables and action items demonstrating enCore’s progress as a clean energy producer .

●

On October 24, 2024, the Company provided an update on the production ramp up at its South Texas Alta Mesa In-Situ Recovery (“ISR”) Uranium Central Processing Plant (“Alta Mesa CPP”) and Wellfield. The Company has achieved an important milestone in the expansion of production and is now nearing flow capacity at the first of Alta Mesa CPP’s three ion exchange circuits (“IX circuits”). The three IX circuits can provide dissolved uranium in groundwater to the Alta Mesa CPP from multiple wellfields simultaneously.

 

Our Assets 

 

The Company has properties across the Western United States. Approximate locations are shown in Figure 1.

 

 

 

Figure 1: Locations of enCore Energy Corp. Projects. 

 

 

Texas 

 

The Company has three licensed and constructed uranium production facilities along with several mineral properties that are owned in fee or leased from private owners. The Figure 2 below describes the location of the uranium production facilities and the production project areas. 

 

 

Figure 2: enCore Energy Corp. properties in South Texas.

 

The Kingsville Dome project is located in Kleberg County, Texas. It is a licensed and constructed past operating production facility that is currently maintained in a standby state. The project area consists of mineral properties that are leased by the Company or owned in fee by the Company. The Central Processing Plant is located on land owned by the Company.

 

The Rosita Project is located in Duval County, Texas. It is a licensed and constructed past operating production facility that is currently operating and producing uranium from the nearby Rosita Extension wellfield. The project area consists of mineral properties that are leased by the Company or owned in fee by the Company. The Central Processing Plant is located on land owned by the Company. The Rosita project also includes the Rosita South Development Area within the project boundary. 

 

The Upper Spring Creek Project consists of two project areas, Brown and Brevard, located in Live Oak and Bee counties in Texas, respectively. The project will be developed and operated as a satellite wellfield operation to be processed at the Rosita Central Processing Plant. 

 

The Butler Ranch Exploration project is located in Karnes County, Texas. The Butler Ranch project will be developed as a satellite wellfield to the Rosita Central Processing Plant. 

 

The Alta Mesa Project consists of 200,000 acres of leased private mineral properties located in Brooks and Jim Hogg Counties, Texas. The Company announced on June 13, 2024, that it had started uranium production operation at the Alta Mesa CPP and wellfield located on Production Area 7 (PAA7). In February 2024, the Company entered into a joint venture with Boss Energy, Ltd. to develop and advance the project. The Company retains ownership of 70% of the project and Boss Energy holds 30%. The Mesteña Grande Exploration project is a portion of the Alta Mesa Project, and it will be developed as multiple satellite wellfields to feed the Alta Mesa Central Processing Plant. The January 2023 N.I. 43-101 Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA can be found on the Company’s website at https://encoreuranium.com/wp-content/uploads/2023/02/TechReport.pdf. 

 

 

Wyoming 

 

The Gas Hills Project is located in Fremont and Natrona Counties, Wyoming. The August 2021 NI 43-101 Technical Report and Preliminary Economic Assessment Gas Hills Uranium Project in Fremont and Natrona Counties, Wyoming, USA can be found on the Company’s website at https://encoreuranium.com/wp-content/uploads/2022/08/Gas-Hills.pdf.

 

The Dewey Terrace Exploration project is located in Weston and Niobrara Counties, Wyoming. The project is adjacent to the Company’s NRC licensed Dewey-Burdock Project along the Wyoming-South Dakota state line. 

 

The Aladdin Exploration project is located in Weston County, Wyoming. 

 

The Juniper Ridge Project is located in southern Sweetwater County, Wyoming, near the state line with Colorado.

 

South Dakota 

 

The Dewey-Burdock Project is an in-situ recovery uranium project located near Edgemont, South Dakota. The December 2020 NI 43-101 Technical Report and Preliminary Economic Assessment of the Dewey-Burdock Uranium ISR Project South Dakota, USA, can be found on the Company’s website at https://encoreuranium.com/wp-content/uploads/2022/02/Azarga-Amended-Technical-Report-Compiled.pdf. 

 

Other Assets

 

Utah 

 

The Ticaboo project consists of three portions of a claim block located in Garfield County, Utah with low grade uranium ore stockpiles. The Company has a federal Plan of Operation and State of Utah approval for processing of the assets. The Company owns various mining claims throughout southern Utah, including Emery, Garfield, and San Juan Counties. All of these are in relative proximity to the White Mesa Mill in Blanding County, Utah.

 

Arizona 

 

The Company owns or controls several Arizona State mineral leases and unpatented federal lode mining claims covering acreage in the northern Arizona Strip district. 

 

Colorado 

 

The Centennial Uranium Project is located in northeastern Colorado.

 

New Mexico 

 

The Company has several uranium mineral holdings and project areas in New Mexico.

 

The Nose Rock Project is located in McKinley County, New Mexico. The Treeline project is located in McKinley and Cibola Counties, Grants Uranium District, New Mexico. The Crownpoint-Hosta Butte Uranium Project: the Company owns a 100% interest in the McKinley County properties and a 60 - 100% interest in the adjacent Crownpoint and Hosta Butte properties, all of which are located in McKinley County, New Mexico. The Company holds a 60% interest in a portion of a certain section at Crownpoint. The Company owns a 100% interest in the rest of the Crownpoint and Hosta Butte project area, subject to a 3% gross profit royalty on uranium produced. The 2022 N.I. 43-101 compliant technical report can be found on the Company’s website at https://encoreuranium.com/wp-content/uploads/2022/03/05.-CPHB-Technical-Report.pdf. The West Largo Project is near the Grants Mineral Belt in McKinley County, New Mexico. 

 

The Company holds several sections of mineral properties in an area located primarily in McKinley County and Cibola County in northwestern New Mexico. These mineral properties are part of the former railroad checkerboard holdings that the company has acquired over the last several years. 

 

 

Results of Operations: 

 

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

 

The following table summarizes the results of operations for the three months ended September 30, 2024 and 2023:

 

		Three Months Ended
		2024 $				2023 $				Increase (Decrease)				Percent Change
Revenue			9,257,800				-				9,257,800				100	%
Cost of goods sold			(10,630,957	)			-				(10,630,957	)			100	%
Operating expenses, excluding stock option expense			(10,757,233	)			(5,489,193	)			(5,268,040	)			96	%
Stock option expense			(2,278,747	)			(1,525,160	)			(753,587	)			49	%
Interest income			650,875				19,725				631,150				3200	%
Interest expense			(452,430	)			(1,207,011	)			754,581				(63	)%
Foreign exchange (loss) gain			(1,783,115	)			1,621,940				(3,405,055	)			(210	)%
Gain on divestment of mineral interests			-				8,010,687				(8,010,687	)			(100	)%
(Loss) gain on marketable securities			(1,473,783	)			7,234,293				(8,708,076	)			(120	)%
Gain on sale of asset			-				638,500				(638,500	)			(100	)%
Net Income (loss)			(17,467,590	)			9,303,781				(26,771,371	)			(288	)%
Basic and diluted earnings (loss) per share1			(0.10	)			(0.06	)			(0.04	)			61	%

 

The following table sets forth selected operating data and financial metrics for uranium sales for the three months ended September 30, 2024 and 2023. 

 

		Three Months Ended								Increase				Percent
		2024				2023				(Decrease)				Change
Volumes Sold (lbs)			120,000				-				120,000			nm
Realized Sales Price ($/lb)			77.15				-				77.15			nm
Costs applicable to revenues ($/lb)			88.59				-				88.59			nm

 

●

Revenue from uranium for the three months ended September 30, 2024 was $9,257,800 due to the completed sale of 120,000 pounds of our inventories to major U.S. nuclear utilities at a realized sales price of $77.15 per pound of uranium which includes the contractual sales price less sales related costs such as transfer fees . There were no revenues from uranium for the three months ended September 30, 2023.

 

●

Costs applicable to uranium were $10,630,957 for the three months ended September 30, 2024 related to the completed sale of 120,000 pounds of our inventories at a weighted average cost of $88.59 per pound. The company’s weighted average cost components include cost of purchased uranium and uranium from production and significant non-cash costs, such as depletion. There were no costs applicable to uranium concentrates for the three months ended September 30, 2023.

 

●

Operating expenses for the three months ended September 30, 2024, were $10,757,233 as compared to $5,489,193 for the three months ended September 30, 2023. This increase primarily reflects the growth and increased activity levels the Company experienced in 2024.

 

●

The company recognized a loss of $1,473,783 on the fair value of marketable securities for the three months ended September 30, 2024, compared to a gain of $7,234,293 for the three months ended September 30, 2023. Unrealized losses for the three months ended September 30, 2024, are due to losses for all investments.

 

 

●

Interest expense for the three months ended September 30, 2024, and September 30, 2023, was $452,430 and $1,207,011, respectively. This reduction is attributable to the Company’s debt pay down of $40,000,000 in 2023 and conversion of the $60,000,000 convertible promissory note in February 2024, partially offset by interest expense on the uranium loan in 2024.

 

●

Foreign exchange loss for the three months ended September 30, 2024, was $1,783,115 compared to a loss of $1,621,940 for the three months ended September 30, 2023. This change reflects the increase in assets and liabilities as well as the impact of foreign exchange fluctuations on the Company’s Canadian Dollar denominated financial assets and liabilities.

 

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

 

The following table summarizes the results of operations for the six months ended September 30, 2024 and 2023:

 

		Nine Months Ended
		2024 $				2023 $				Increase (Decrease)				Percent Change
Revenue			44,972,063				-				44,972,063				100	%
Cost of goods sold			(47,005,543	)			-				(47,005,543	)			100	%
Operating expenses, excluding stock option expense			(24,546,130	)			(18,226,280	)			(6,319,850	)			35	%
Stock option expense			(4,600,697	)			(3,535,299	)			(1,065,398	)			30	%
Interest income			1,974,894				347,984				1,626,910				468	%
Interest expense			(1,311,427	)			(3,007,011	)			1,695,584				(56	)%
Foreign exchange gain (loss)			2,471,913				735,249				1,736,664				236	%
Gain on divestment of mineral interests			24,240				10,091,565				(10,067,325	)			(100	)%
Gain (loss) on marketable securities			(3,434,894	)			5,307,976				(8,742,870	)			(165	)%
Gain (loss) on sale of asset			(18,028	)			2,597,500				(2,615,528	)			100	%
Net Income (loss)			(31,473,609	)			(5,688,316	)			(25,785,293	)			453	%
Basic and diluted earnings (loss) per share			(0.10	)			(0.04	)			-				-	%

 

The following table sets forth selected operating data and financial metrics for uranium sales for the nine months ended September 30, 2024 and 2023. 

 

		Nine Months Ended								Increase				Percent
		2024				2023				(Decrease)				Change
Volumes Sold (lbs)			530,000				-				530,000			nm
Realized Sales Price ($/lb)			84.85				-				84.85			nm
Costs applicable to revenues ($/lb)			88.69				-				88.69			nm

 

●

Revenue from uranium for the nine months ended September 30, 2024, was $44,972,063 due to the completed sale of 530,000 pounds of our inventories to major U.S. nuclear utilities at a realized sales price of $84.85 per pound of uranium which includes the contractual sales price less sales related costs such as transfer fees . There were no revenues from uranium for the nine months ended September 30, 2023.

 

●

Costs applicable to uranium were $47,005,543 for the nine months ended September 30, 2024, related to the completed sale of 530,000 pounds of our inventories at a weighted average cost of 88.69 per pound. The company’s weighted average cost components include cost of purchased uranium and uranium from production and significant non-cash costs, such as depletion. There were no costs applicable to uranium concentrates for the nine months ended September 30, 2023.

 

●

Operating expenses for the nine months ended September 30, 2024, were $24,546,130 as compared to $18,226,280 for the nine months ended September 30, 2023. This increase primarily reflects the growth and increased activity levels the Company experienced in 2024.

 

 

●

Losses recognized on the fair value of marketable securities for the nine months ended September 30, 2024, were $3,434,894 compared to a gain of $5,307,976 for the nine months ended September 30, 2023. This is primarily due to unrealized gain at Premier American Uranium in 2023 partially offset by losses in Anfield and Nuclear Fuels.

 

●

Interest expense for the nine months ended September 30, 2024, and September 30, 2023, was $1,311,427 and $3,007,011, respectively. This reduction is attributable to the Company’s debt pay down of $40,000,000 in 2023 and conversion of the $60,000,000 convertible promissory note in February 2024, partially offset by interest expense on the uranium loan in 2024.

 

●

Foreign exchange gain for the nine months ended September 30, 2024, was $2,471,913 compared to a gain of $735,249 for the nine months ended September 30, 2023. This change reflects the increase in assets and liabilities as well as the impact of foreign exchange fluctuations on the Company’s Canadian Dollar denominated financial assets and liabilities.

 

Liquidity and Capital Resources 

 

As of September 30, 2024, the Company had cash and cash equivalents of $46,348,623 (December 31, 2023 - $7,493,424) and working capital of $77,197,002 (December 31, 2023 - $19,045,294). 

 

On February 26, 2024, pursuant to the terms of a Master Transaction Agreement dated December 5, 2023, Boss Energy acquired a 30% equity interest in a new limited liability company (the“JV Company”) that was formed to hold the Alta Mesa project, in exchange for a payment to enCore of $60 million. enCore holds 70% equity in the JV Company. Upon closing of the Transaction, the parties entered into a joint venture agreement (the “JV Agreement”) which will govern the JV Company. Pursuant to the JV Agreement, enCore will act as manager of the JV Company and will be entitled to a management fee. The JV Company will distribute uranium from production at Alta Mesa on a pro rata basis according to enCore and Boss Energy’s ownership interests. In the event a party’s interest falls below 10%, the other party shall have a right to either acquire that interest, or elect to have the interest converted into a 1% production royalty at Alta Mesa. 

 

Concurrently with the establishment of the JV Company, the parties entered into a uranium loan agreement providing for up to 200,000 pounds of uranium to be lent by Boss Energy to enCore. The loan will bear interest of 9% and be repayable in 12 months. Under the agreement enCore may prepay the loan in full or part after six months and would be subject to a prepayment fee of $200,000. Both the prepayment and the prepayment fee can be paid in cash or uranium at the election of Boss Energy. 

 

Boss Energy also acquired 2,564,102 common shares of enCore at a price of $3.90 per share for total proceeds to enCore of $10 million. The share price was fixed under the Master Transaction Agreement dated December 5, 2023, with the common shares subject to a four-month statutory hold period that expired on June 27, 2024. 

 

Finally, the parties also entered into a strategic collaboration agreement for the joint collaboration and research to develop the Company’s Prompt Fission Neutron (“PFN”) technology, to be financed equally by each party. The Company’s use of PFN technology allows for near real-time in situ uranium assay using conventional borehole logging equipment.

 

Management believes the company has a strong balance sheet, providing sufficient resources to fund all planned activities for the next 12 months. The Company’s long-term continued operations are dependent on its ability to monetize assets, raise funding from loans or equity financings, deliver uranium into sales at a price above cost, or through other financing arrangements. There is no assurance that future financing activities will be successful.

 

From January 1 through September 30, 2024, the Company issued:

 

●

6,872,143 common shares pursuant to the conversion of the outstanding balance on its convertible note by its holder.

 

●

8,224,985 shares for warrants exercised for gross proceeds of $24,134,448.

 

●

2,055,617 shares for stock options exercised for gross proceeds of $3,196,101.

 

●

495,765 shares for its At-The-Market (ATM) program for gross proceeds of $2,008,261.

 

 

Contractual Purchase Obligations 

 

The Company did not have significant contractual purchase obligations as of September 30, 2024.

 

Transactions with Related Parties 

 

Key management personnel and compensation 

 

Related parties include key management of the Company and any entities controlled by these individuals as well as other entities providing key management services to the Company. Key management personnel consist of directors and senior management including the Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Legal Officer. 

 

The amounts paid to key management or entities providing similar services are as follows: 

 

				September 30, 2024 $				September 30, 2023 $
Consulting		(1)		$	192,000			$	111,759
Directors’ fees		(2)			222,000				116,583
Staff costs					1,512,270				2,407,490
Stock option expense					3,143,635				2,795,445
Total key management compensation				$	5,069,905			$	5,431,277

 

(1)

During the nine months ended September 30, 2024, the Company incurred communications & community engagement consulting fees of $192,000 (September 30, 2023 - $111,759) according to a contract with 5 Spot Corporation in 2024 and 2023 as well as Tintina Holdings, Ltd., in 2023. In July 2023, the Tintina Holdings, Ltd contract was reassigned to 5 Spot Corporation. Both companies are owned by the spouse of the Company’s Executive Chairman.

 

(2)

Directors’ Fees are included in staff costs on the consolidated statements of loss and comprehensive loss.

 

During the nine months ended September 30, 2024, the Company granted 2,010,000 (September 30, 2023 – 2,075,000) options to key management, with a fair value of $5,511,010 (September 30, 2023 – $3,184,425).

 

As of September 30, 2024, and December 31, 2023, the following amounts were owing to related parties: 

 

				September 30, 2024 $				December 31, 2023 $
5 Spot Corp		Consulting services			40,766				12,000
Hovan Ventures LLC		Consulting services			—				7,000
Officers and Board members		Accrued compensation			159,721				2,501,594
					200,487				2,520,594

 

Financial Instruments Risks

 

Please refer to the December 31, 2023, consolidated financial statements on www.sedarplus.ca or on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov/edgar. 

 

In January 2024, the Company subscribed to a unit offering with Nuclear Fuels Inc. whereby the Company acquired 1,716,260 units at a price of C$0.60 per unit for gross consideration of C$1,029,756. Each unit is comprised of one common share and one-half of one share purchase warrant, with each whole warrant being exercisable into an additional common share at a price of C$0.80 for a period of 3 years, expiring January 24, 2027. 

 

 

Off Balance Sheet Arrangements 

 

At September 30, 2024, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company. 

 

Accounting Policies and Critical Accounting Estimates and Judgements: 

 

For a complete summary of all of our material accounting policies refer to Note 2: Material Accounting Policy Information of the Notes to the consolidated financial statements, Consolidated Financial Statements and Management’s Discussion and Analysis for the year ended December 31, 2023, in our Annual Report on Form 40-F for 2023 on www.sedarplus.ca or on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov/edgar. 

 

Other MD&A Requirements 

 

Additional disclosure of the Company’s technical reports, material change reports, news releases and other information can be obtained on SEDAR+ at www.sedarplus.ca or on the SEC’s EDGAR system at www.sec.gov/edgar. 

 

Contingencies 

 

There are no contingent liabilities that have not been disclosed herein. 

 

Proposed Transactions 

 

There are no proposed transactions that have not been disclosed herein. 

 

Risk Factors and Uncertainties 

 

There have been no material changes from the risk factors disclosed in Management’s Discussion and Analysis of our Annual Report on Form 40-F for the year ended December 31, 2023.

 

 

Cautionary Notes Regarding Forward-Looking Statements 

 

This MD&A contains statements that, to the extent that they are not historical fact, may constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation, respectively. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “project”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements may include, but are not limited to, statements with respect to:

 

●

the Company’s future financial and operational performance;

 

●

the sufficiency of the Company’s current working capital, anticipated cash flow or its ability to raise necessary funds;

 

●

the anticipated amount and timing of work programs;

 

●

our expectations with respect to future exchange rates;

 

●

the estimated cost of and availability of funding necessary for sustaining capital;

 

●

forecast capital and non-operating spending;

 

●

the Company’s plans and expectations for its property, exploration, development, and production;

 

●

the use of available funds;

 

●

expectations regarding the process for and receipt of regulatory approvals, permits and licenses under governmental and other applicable regulatory regimes, including U.S. government policies towards domestic uranium supply;

 

●

expectations about future uranium market prices, production costs and global uranium supply and demand;

 

●

expectations regarding holding physical uranium for long-term investment;

 

●

the establishment of mineral resources on any of the Company’s current or future mineral properties (other than the Company’s properties that currently have established mineral resource estimates);

 

●

future royalty and tax payments and rates;

 

●

expectations regarding possible impacts of litigation and regulatory actions; and

 

●

the completion of reclamation activities at former mine or extraction sites.

 

Such forward-looking statements reflect the Company’s current views with respect to future events, based on information currently available to the Company and are subject to and involve certain known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking statements. The forward-looking statements in this MD&A are based on material assumptions, including the following:

 

●

the Company budget, including expected levels of exploration, evaluation, development, production and operational activities and costs, as well as assumptions regarding market conditions and other factors upon which we have based the Company’s income and expenditure expectations;

 

 

●

assumptions regarding the timing and use of the Company’s cash resources;

 

●

the Company’s ability to, and the means by which the Company can, raise additional capital to advance other exploration objectives;

 

●

the Company’s operations and key suppliers, employees, contractors and subcontractors will be available to continue operations;

 

●

the Company’s ability to obtain all necessary regulatory approvals, permits, and licenses for the Company’s planned activities under governmental and other applicable regulatory regimes;

●

the Company’s expectations for the demand and supply of uranium, the outlook for long-term contracting, changes in regulations, public perception of nuclear power, and the construction of new and ongoing operation of existing nuclear power plants;

 

●

the Company’s expectations regarding spot and long-term prices and realized prices for uranium;

 

●

the Company’s expectations that the Company’s holdings of physical uranium will be helpful in securing project financing and/or in securing long- term uranium supply agreements in the future;

 

●

the Company’s expectations regarding tax rates, currency exchange rates, and interest rates;

 

●

the Company’s decommissioning and reclamation obligations and the status and ongoing maintenance of agreements with third parties with respect thereto;

 

●

the Company’s mineral resource estimates, and the assumptions upon which they are based;

 

●

the Company’s employees’ and contractors’, ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals; and

 

●

the Company’s operations are not significantly disrupted by political instability, nationalization, terrorism, sabotage, pandemics, social or political activism, breakdown, natural disasters, governmental actions, litigation or arbitration proceedings, equipment or infrastructure failure, labor shortages, transportation disruptions, or other development or exploration risks.

 

The risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this MD&A include, but are not limited to, the following factors: 

 

●

exploration and development risks;

 

●

changes in commodity prices;

 

●

access to skilled mining personnel;

 

●

results of exploration and development activities;

 

	●	uninsured risks;

●

regulatory risks;

 

●

defects in title;

 

●

availability of supplies, timeliness of government approvals and unanticipated environmental impacts on operations;

●

risks posed by the economic and political environments in which the Company operates and intends to operate;

 

●

the potential for losses arising from the expansion of operations into new markets;

 

 

●

increased competition;

 

●

assumptions regarding market trends and expected demand and desires for the Company’s products and proposed products;

 

●

reliance on industry manufacturers, suppliers and others;

 

●

the failure to adequately protect intellectual property;

 

●

the failure to adequately manage future growth;

 

●

adverse market conditions; and

 

●

the failure to satisfy ongoing regulatory requirements.

 

In addition, the risks, assumptions, and other factors set out herein (including under Risk Factors and Uncertainties) and in the Company’s public filings, including its most recent Annual Information Form, could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this MD&A. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These risks, uncertainties, assumptions and other factors should be considered carefully, and prospective investors and readers should not place undue reliance on the forward-looking statements. 

 

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or information or statements to reflect information, events, results, circumstances or otherwise after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable laws. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such fact on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements or information. 

 

All of the forward-looking statements contained in this MD&A are qualified by the foregoing cautionary statements. 

 

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED MINERAL RESOURCES: The Company reports mineral resources on its projects according to Canadian standards, which differ from the requirements of U.S. securities laws. As a result, the Company reports the mineral resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The requirements of NI 43-101 and the CIM Standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As an issuer that prepares and files its reports with the SEC pursuant to the multi-jurisdictional disclosure system of the Exchange Act, the Company is not subject to the requirements of S-K 1300. Any mineral resources reported by the Company in accordance with NI 43-101 and CIM Standards may not qualify as such under or differ from those prepared in accordance with S-K 1300. Accordingly, information included in this MD&A concerning descriptions of mineralization and estimates of mineral resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S-K 1300.

 

Outstanding Share Data  

 

Issued share capital: 181,732,963 common shares 

 

a)

Outstanding stock options:

 

Expiry Date		Outstanding Options				Average Exercise Price C$
October 2024			66,666				5.76
May 2025			540,499				0.66
September 2025			475,000				1.35
October 2025			5,000				1.20
January 2026			53,333				2.82
February 2026			86,667				6.02
May 2026			182,292				3.89
December 2026			65,000				5.30
January 2027			16,667				5.01
February 2027			2,120,833				4.20
May 2027			83,333				4.32
June 2027			166,667				3.75
November 2027			133,334				3.65
December 2027			50,000				3.30
January 2028			25,000				3.38
February 2028			44,681				3.10
April 2028			67,000				2.61
May 2028			1,995,500				2.79
June 2028			60,000				3.10
October 2028			35,000				4.24
January 2029			125,000				6.25
February 2029			185,000				6.04
March 2029			40,000				5.37
April 2029			37,000				6.20
May 2029			40,000				6.25
June 2029			2,232,000				5.65
			8,931,472

 

b)

Outstanding share purchase warrants:

 

Expiry Date		Outstanding Warrants				Exercise Price C$
May 2025			56,444				3.251
February 2026			20,434,640				3.806
			20,491,084

 

c)

Convertible Promissory note:

 

A portion of the consideration paid to Energy Fuels, Inc in the Company’s acquisition of the Alta Mesa Project was a $60,000,000 secured vendor take-back convertible promissory note. The Promissory Note had a two-year term and bore interest at 8% per annum. 

 

During the year ended December 31, 2023, the Company paid $40,000,000 of the principal balance off, reducing the outstanding principal balance at that date to $20,000,000. In February 2024, the balance was converted by issuance of 6,872,143 common shares to the debt holder eliminating the debt.

 

 

18

 

Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, W. Paul Goranson, Chief Executive Officer of enCore Energy Corp., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of enCore Energy Corp. (the “issuer”) for the interim period ended September 30, 2024.

 

2.

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

 

3.

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

 

4.

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

 

5.

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

 

(a)

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

 

(i)

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

 

(ii)

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

 

(b)

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

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 14, 2024
/s/ W. Paul Goranson
W. Paul Goranson
Chief Executive Officer

Exhibit 99.4

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Shona Wilson, Chief Financial Officer of enCore Energy Corp., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of enCore Energy Corp. (the “issuer”) for the interim period ended September 30, 2024.

 

2.

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

 

3.

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

 

4.

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

 

5.

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

 

(a)

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

 

(i)

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

 

(ii)

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

 

(b)

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

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2

ICFR – material weakness relating to design: N/A

 

5.3

Limitation on scope of design: N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 14, 2024
/s/ Shona Wilson
Shona Wilson
Chief Financial Officer

 

---