SEC Info - enCore Energy Corp. - ‘40-F/A’ for 12/31/22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM 40-F

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

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

For the fiscal year ended i i December 31, i 2022 /

Commission File Number i 001-41489

i enCore Energy Corp.

(Exact name of Registrant as specified in its charter)

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

i 101 N. Shoreline Blvd. i Suite 450

i Corpus Christi, i TX i 78401

i (361) i 239-5449

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

i Cogency Global Inc.

i 122 E. 42^nd Street, i 18^th Floor

i New York, i New York i 10168

i (800) i 221-0102

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Shares		i EU		The i NYSE American LLC

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

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

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

i ☒ Annual information form

i ☒ Audited annual financial statements

Auditor Name: i Davidson & Company LLP

Auditor Location: i Vancouver, British Columbia, Canada

Auditor Firm ID: i 731

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: i 108,940,051 Common Shares outstanding as at December 31, 2022.

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

i Yes ☒ No ☐

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

i Yes ☒ No ☐

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

Emerging growth company i ☒

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

†

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The annual report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s Registration Statement under the Securities Act of 1933, as amended: Form F-10 (File No. 333-269428).

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 40-F of enCore Energy Corp., which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 28, 2023 (the “Original Annual Report”). This Amendment is being filed solely in order to file an amended Exhibit 99.2, Management’s Discussion and Analysis for the year ended December 31, 2022.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update, or restate the information in any item of the Original Annual Report or reflect any events occurring after the filing of the Original Annual Report. Accordingly, this Amendment should be read in conjunction with the Original Annual Report.

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Annual Report:

Exhibit		Description

99.1*		Annual Information Form for the year ended December 31,2022

99.2**		Management’s Discussion and Analysis for the year ended December 31, 2022

99.3*		Financial Statements for the years ended December 31,2022 and 2021

99.4**		Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the U.S. Securities Exchange Act of 1934

99.5**		Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the U.S. Securities Exchange Act of 1934

99.6**		Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.7**		Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.8*		Consent of Davidson & Company LLP

99.9*		Consent of W. Paul Goranson, P.E.

99.10*		Consent of Terence P. McNulty, P.E., PhD

99.11*		Consent of Carl Warren, P.E., P.G.

99.12*		Consent of Douglas L. Beahm, P.E, P.G.

99.13*		Consent of Steve Cutler, P.G.

99.14*		Consent of Ray Moores, P.E.

99.15*		Consent of Matthew Yovich

101*		Interactive Data File (formatted as iXBRL)

104*		Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

Previously filed.

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the annual report to be signed on its behalf by the undersigned, thereto duly authorized.

ENCORE ENERGY CORP.

By:	/s/ *W. Paul Goranson*
	Name:	W. Paul Goranson
	Title:	Chief Executive Officer and Director

Date: June 7, 2023

i 40-F/A i true i FY i 0001500881 0001500881 2022-01-01 2022-12-31 0001500881 dei:BusinessContactMember 2022-01-01 2022-12-31 0001500881 2022-12-31 xbrli:shares

This ‘40-F/A’ Filing	Date	Other Filings

Filed on:	6/7/23
	4/28/23	40-F
For Period end:	12/31/22	40-F
	4/5/12
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enCore Energy Corp. – ‘40-F/A’ for 12/31/22

On: Wednesday, 6/7/23, at 4:48pm ET · For: 12/31/22 · Accession #: 1213900-23-47204 · File #: 1-41489

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Amendment to Annual Report by a Canadian Issuer — Form 40-F — SEA’34

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‘40-F/A’ — Amendment No. 1 to Form 40-F

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