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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 enCore Energy Corp. 40-F 12/31/23 114:11M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 40-F Annual Report by a Canadian Issuer HTML 88K
2: EX-97 Incentive Compensation Recovery Policy HTML 48K
3: EX-99.1 Annual Information Form for the Year Ended HTML 774K
December 31, 2023
12: EX-99.10 Consent of Carl Warren, P.E., P.G HTML 30K
13: EX-99.11 Consent of Douglas L. Beahm, P.E, P.G HTML 31K
14: EX-99.12 Consent of Steve Cutler, P.G HTML 31K
15: EX-99.13 Consent of Ray Moores, P.E HTML 30K
16: EX-99.14 Consent of Matthew Yovich HTML 30K
17: EX-99.15 Consent of John Seeley, Ph.D., P.G., C.P.G HTML 30K
4: EX-99.2 Management's Discussion and Analysis for the Year HTML 480K
Ended December 31, 2023
5: EX-99.3 Consolidated Financial Statements for the Year HTML 1.09M
Ended December 31, 2023
6: EX-99.4 Miscellaneous Exhibit HTML 35K
7: EX-99.5 Miscellaneous Exhibit HTML 34K
8: EX-99.6 Miscellaneous Exhibit HTML 30K
9: EX-99.7 Miscellaneous Exhibit HTML 30K
10: EX-99.8 Consent of Davidson & Company LLP HTML 30K
11: EX-99.9 Consent of W. Paul Goranson, P.E HTML 30K
23: R1 Document And Entity Information HTML 97K
24: R2 Consolidated Statements of Financial Position HTML 114K
25: R3 Consolidated Statements of Loss and Comprehensive HTML 96K
Loss
26: R4 Consolidated Statements of Cash Flows HTML 134K
27: R5 Consolidated Statements of Changes in HTML 91K
Shareholders? Equity
28: R6 Nature of Operations and Going Concern HTML 35K
29: R7 Material Accounting Policy Information HTML 98K
30: R8 Uranium Contracts HTML 43K
31: R9 Marketable Securities HTML 46K
32: R10 Intangible Assets HTML 47K
33: R11 Property, Plant, and Equipment HTML 51K
34: R12 Right-of-Use Assets and Lease Liability HTML 52K
35: R13 Asset Acquisition HTML 41K
36: R14 Mineral Properties HTML 94K
37: R15 Mining Properties HTML 38K
38: R16 Asset Retirement Obligations HTML 50K
39: R17 Share Capital HTML 95K
40: R18 Related Party Transactions and Balances HTML 48K
41: R19 Management of Capital HTML 34K
42: R20 Financial Instruments HTML 47K
43: R21 Segmented Information HTML 52K
44: R22 Supplemental cash flows HTML 39K
45: R23 Current and Deferred Income Tax HTML 56K
46: R24 Events After the Reporting Period HTML 42K
47: R25 Accounting Policies, by Policy (Policies) HTML 154K
48: R26 Material Accounting Policy Information (Tables) HTML 52K
49: R27 Uranium Contracts (Tables) HTML 41K
50: R28 Marketable Securities (Tables) HTML 40K
51: R29 Intangible Assets (Tables) HTML 44K
52: R30 Property, Plant, and Equipment (Tables) HTML 50K
53: R31 Right-of-Use Assets and Lease Liability (Tables) HTML 49K
54: R32 Asset Acquisition (Tables) HTML 41K
55: R33 Mineral Properties (Tables) HTML 76K
56: R34 Mining Properties (Tables) HTML 37K
57: R35 Asset Retirement Obligations (Tables) HTML 50K
58: R36 Share Capital (Tables) HTML 88K
59: R37 Related Party Transactions and Balances (Tables) HTML 48K
60: R38 Financial Instruments (Tables) HTML 35K
61: R39 Segmented Information (Tables) HTML 51K
62: R40 Supplemental cash flows (Tables) HTML 38K
63: R41 Current and Deferred Income Tax (Tables) HTML 58K
64: R42 Material Accounting Policy Information (Details) HTML 34K
65: R43 Material Accounting Policy Information (Details) - HTML 108K
Schedule of Significant Subsidiaries
66: R44 Material Accounting Policy Information (Details) - HTML 49K
Schedule of Useful Lives of Property, Plant and
Equipement
67: R45 Material Accounting Policy Information (Details) - HTML 35K
Schedule of Useful Lives of Intangible Assets
68: R46 Uranium Contracts (Details) HTML 51K
69: R47 Uranium Contracts (Details) - Schedule of the Fair HTML 43K
Value of the Physical Uranium Investment
70: R48 Uranium Contracts (Details) - Schedule of Uranium HTML 40K
Sales Contracts
71: R49 Marketable Securities (Details) HTML 68K
72: R50 Marketable Securities (Details) - Schedule of HTML 48K
Marketable Securities
73: R51 Intangible Assets (Details) HTML 41K
74: R52 Intangible Assets (Details) - Schedule of Change HTML 54K
in the Intangible Assets
75: R53 Property, Plant, and Equipment (Details) - HTML 62K
Schedule of Fission Neutron (?PFN?) Technology and
Equipment
76: R54 Right-of-Use Assets and Lease Liability (Details) HTML 42K
77: R55 Right-of-Use Assets and Lease Liability (Details) HTML 55K
- Schedule of Change in the Lease Liability
78: R56 Right-of-Use Assets and Lease Liability (Details) HTML 43K
- Schedule of Undiscounted Future Lease Payments
79: R57 Asset Acquisition (Details) HTML 45K
80: R58 Asset Acquisition (Details) - Schedule of Asset HTML 53K
Acquisition
81: R59 Asset Acquisition (Details) - Schedule of Weighted HTML 44K
Average Assumptions Used in the Black-Scholes
Option Pricing Model
82: R60 Mineral Properties (Details) HTML 105K
83: R61 Mineral Properties (Details) - Schedule of Mineral HTML 134K
Properties
84: R62 Mining Properties (Details) HTML 31K
85: R63 Mining Properties (Details) - Schedule of Mining HTML 39K
Property?s Balance
86: R64 Asset Retirement Obligations (Details) HTML 36K
87: R65 Asset Retirement Obligations (Details) - Schedule HTML 47K
of Asset Retirement Obligations Balance
88: R66 Asset Retirement Obligations (Details) - Schedule HTML 39K
of Asset Retirement Obligations Continuity
89: R67 Share Capital (Details) HTML 134K
90: R68 Share Capital (Details) - Schedule of Weighted HTML 45K
Average Assumptions Used in the Black-Scholes
Option Pricing Model
91: R69 Share Capital (Details) - Schedule of Company?s HTML 53K
Stock Options Outstanding
92: R70 Share Capital (Details) - Schedule of Stock HTML 52K
Options Outstanding
93: R71 Share Capital (Details) - Schedule of Weighted HTML 41K
Average Assumptions Used in Calculating the Fair
Values
94: R72 Share Capital (Details) - Schedule of the Status HTML 48K
of the Company?s Warrants
95: R73 Share Capital (Details) - Schedule of Share HTML 42K
Purchase Warrants Outstanding
96: R74 Share Capital (Details) - Schedule of HTML 56K
Reconciliation of the Convertible Debenture
Components
97: R75 Related Party Transactions and Balances (Details) HTML 41K
98: R76 Related Party Transactions and Balances (Details) HTML 45K
- Schedule of Amounts Paid to Key Management
99: R77 Related Party Transactions and Balances (Details) HTML 39K
- Schedule of Owing to Related Parties
100: R78 Financial Instruments (Details) HTML 37K
101: R79 Financial Instruments (Details) - Schedule of HTML 38K
Foreign Currency Exposures
102: R80 Segmented Information (Details) - Schedule of HTML 65K
Long-Term Assets by Geographic Segment
103: R81 Supplemental cash flows (Details) - Schedule of HTML 49K
Incurred Non-Cash Financing and Investing
Activities
104: R82 Current and Deferred Income Tax (Details) HTML 37K
105: R83 Current and Deferred Income Tax (Details) - HTML 51K
Schedule of Income Tax Expense (Recovery)
106: R84 Current and Deferred Income Tax (Details) - HTML 56K
Schedule of Income Tax Provision
107: R85 Current and Deferred Income Tax (Details) - HTML 45K
Schedule of Deferred Tax Liabilities
108: R86 Current and Deferred Income Tax (Details) - HTML 37K
Schedule of Unrecognized Deferred Tax Assets
109: R87 Events After the Reporting Period (Details) HTML 102K
111: XML IDEA XML File -- Filing Summary XML 200K
114: XML XBRL Instance -- ea0202333-40f_encore_htm XML 2.15M
110: EXCEL IDEA Workbook of Financial Report Info XLSX 205K
19: EX-101.CAL XBRL Calculations -- cve-20231231_cal XML 159K
20: EX-101.DEF XBRL Definitions -- cve-20231231_def XML 1.11M
21: EX-101.LAB XBRL Labels -- cve-20231231_lab XML 2.33M
22: EX-101.PRE XBRL Presentations -- cve-20231231_pre XML 1.11M
18: EX-101.SCH XBRL Schema -- cve-20231231 XSD 453K
112: JSON XBRL Instance as JSON Data -- MetaLinks 463± 659K
113: ZIP XBRL Zipped Folder -- 0001213900-24-027149-xbrl Zip 692K
Exhibit 97
ENCORE ENERGY CORP.
INCENTIVE COMPENSATION RECOVERY POLICY
(As approved by the Board on September 28, 2023, to take effect October 2, 2023)
| 1. | Introduction. |
The Board of Directors (the “Board”) of enCore Energy Corp. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the listing standards of the NYSE American, including but not limited to Section 811 of the NYSE American Company Guide, or any other securities exchange on which the Company’s shares are listed in the future.
| 2. | Administration. |
This Policy shall be administered by the Board. Any determinations made by the Board shall be final and binding on all affected individuals.
| 3. | Covered Executives. |
Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Company as the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s subsidiaries or affiliates) who performs similar policy-making functions for the Company. “Policy-making function” excludes policy-making functions that are not significant. “Covered Executives” will include, at minimum, the executive officers identified by the Company in its disclosure prepared in response to either (i) Item 401(b) of Regulation S-K of the Exchange Act if the Company files its annual report with the United States Securities and Exchange Commission (the “SEC”) on Form 10-K, (ii) Item 6.B of Form 20-F if the Company files its annual report with the SEC on Form 20-F, or (iii) Item B.19 of Form 40-F if the Company files its annual report with the SEC on Form 40-F. For the avoidance of doubt, “Covered Executives” will include at least the following Company officers: Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Administrative Officer.
This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.
| 4. | Recovery: Accounting Restatement. |
In the event of an “Accounting Restatement,” the Company will recover reasonably promptly any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, including transition periods resulting from a change in the Company’s fiscal year as provided in Rule 10D-1 of the Exchange Act. Incentive Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
| (a) | Definition of Accounting Restatement. |
For the purposes of this Policy, an “Accounting Restatement” means the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the “SEC”) due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).
The determination of the time when the Company is “required” to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.
An Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
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| (b) | Definition of Incentive Compensation. |
For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, for example, bonuses or awards under the Company’s short and long-term incentive plans, grants and awards under the Company’s equity incentive plans, and contributions of such bonuses or awards to the Company’s deferred compensation plans or other employee benefit plans that are not tax-qualified plans. For avoidance of doubt, Incentive Compensation that is deferred (either mandatorily or voluntarily) under the Company’s non-qualified deferred compensation plans, as well as any matching amounts and earnings thereon, are subject to this Policy. Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of Financial Reporting Measures, such as time-vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.
| (c) | Financial Reporting Measures. |
“Financial Reporting Measures” are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, Financial Reporting Measures include stock price and total shareholder return. A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a Financial Reporting Measure for purposes of this Policy.
| (d) | Excess Incentive Compensation: Amount Subject to Recovery. |
The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive’s Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid.
For Incentive Compensation based on Financial Reporting Measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such Financial Reporting Measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.
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| (e) | Method of Recovery. |
The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly excess Incentive Compensation hereunder. Such methods may include, without limitation:
| (i) | requiring reimbursement of Incentive Compensation previously paid; |
| (ii) | forfeiting any Incentive Compensation contribution made under the Company’s deferred compensation plans; |
| (iii) | offsetting the recovered amount from any compensation or Incentive Compensation that the Covered Executive may earn or be awarded in the future; |
| (iv) | taking any other remedial and recovery action permitted by law, as determined by the Board; or |
| (v) | some combination of the foregoing. |
| 5. | No Indemnification or Advance. |
Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection with any action to recover excess Incentive Compensation.
| 6. | Interpretation. |
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company’s securities are listed.
| 7. | Effective Date. |
The effective date of this Policy is October 2, 2023 (the “Effective Date”). This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Date that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.
| 8. | Amendment and Termination. |
The Board may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by the NYSE American or any other securities exchange on which the Company’s shares are listed in the future.
4
| 9. | Other Recovery Rights. |
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may in its discretion require that any employment agreement or similar agreement relating to Incentive Compensation received on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.
| 10. | Impracticability. |
The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and Section 811 of the NYSE American Company Guide or any other securities exchange on which the Company’s shares are listed in the future.
| 11. | Successors. |
This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
5
Schedule A
INCENTIVE-BASED COMPENSATION
CLAWBACK POLICY
RECEIPT AND ACKNOWLEDGEMENT
I,___________________________________________, hereby acknowledge that I have received and read a copy of the Incentive Compensation Recovery Policy. As a condition of my receipt of any Incentive Compensation as defined in the Policy, I hereby agree to the terms of the Policy. I further agree that if recovery of excess Incentive Compensation is required pursuant to the Policy, the Company shall, to the fullest extent permitted by governing laws, require such recovery from me up to the amount by which the Incentive Compensation received by me, and amounts paid or payable pursuant or with respect thereto, constituted excess Incentive Compensation. If any such reimbursement, reduction, cancelation, forfeiture, repurchase, recoupment, offset against future grants or awards and/or other method of recovery does not fully satisfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company.
| Signature | Date |
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| This ‘40-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/28/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 9/28/23 | ||||
| List all Filings | ||||