F-10/A 1 ff102023a1_encoreenergy.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 25, 2023

Registration No. 333-269387

   

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

_______________________

AMENDMENT NO. 1 TO
FORM F-10

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________

enCore Energy Corp.
(Exact name of registrant as specified in its charter)

_______________________

British Columbia, Canada
(Province or other jurisdiction of incorporation or organization)

1094
(Primary Standard Industrial Classification Code Number, if applicable)

N/A
(I.R.S. Employer Identification No., if applicable)

_______________________

101 N. Shoreline Blvd. Suite 450
Corpus Christi, TX 78401
(361) 239
-5449
(Address and telephone number of Registrant’s principal executive offices)

_______________________

Cogency Global Inc.
122 E. 42
nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

_______________________

Copies to:

Gregory Zerzan
enCore Energy Corp.
101 N. Shoreline Blvd.
Suite 450
Corpus Christi, TX 78401
(361) 239-5449

 

Scott H. Kimpel
Samuel M. Kardon 
Hunton Andrews 
Kurth LLP 
2200 Pennsylvania Ave.
N.W. Washington,
 DC 20037 
(202) 955
-1500

 

Edward L. Mayerhofer 
Morton Law LLP 
750 Pender St. W.
Suite 1200 
Vancouver, BC V6C2T8 
(604) 331
-9543

 

Ryan J. Dzierniejko 
Skadden, Arps, Slate, 
Meagher & Flom 
LLP & Affiliates 
One Manhattan West 
New York, NY 10001 
(212) 735
-3712

 

Chad Accursi
James Lyle 
Cassels Brock & 
Blackwell LLP 
40 King St. W. 
Suite 2100 
Toronto, ON M5H3C2 
(416) 860
-2937

_______________________

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

Province of British Columbia, Canada
(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box below):

A.       upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).

B.        at some future date (check the appropriate box below):

1.        pursuant to Rule 467(b) on (            ) at (            ) (designate a time not sooner than 7 calendar days after filing).

2.        pursuant to Rule 467(b) on (             ) at (            ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (             ).

3.        pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

4.        after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

   

 

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED JANUARY 25, 2023

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company at 101 N. Shoreline Blvd., Suite 450, Corpus Christi, Texas, 78401, or telephone 361-239-5449, and are also available electronically at www.sedar.com.

AMENDED AND RESTATED PRELIMINARY SHORT FORM PROSPECTUS
AMENDING AND RESTATING THE PRELIMINARY SHORT
FORM PROSPECTUS DATED JANUARY 24, 2023

New Issue

 

January 25, 2023

ENCORE ENERGY CORP.

$30,000,750
9,231,000 Units

_______________________

Price: $3.25 per Unit
_______________________

This short form prospectus (this “Prospectus”) is being filed in each of the provinces of Canada, other than Quebec (the “Qualifying Jurisdictions”), to qualify the distribution of 9,231,000 Units (“Units”) of enCore Energy Corp. (“enCore” or the “Company”) at a price of $3.25 per Unit (the “Offering Price”) for gross proceeds of $30,000,750 (the “Offering”). Each Unit shall consist of one common share of the Company (each a “Unit Share”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one common share of the Company (each, a “Warrant Share”) at an exercise price of $4.05 per Warrant Share for a period of 36 months following the Closing Date (as defined herein), subject to adjustment in certain events and subject to the terms of a warrant indenture (the “Warrant Indenture”) to be dated as of the Closing Date (as defined herein) between the Company and Computershare Trust Company of Canada (the “Warrant Agent”), as warrant agent thereunder.

The Units are being issued and sold pursuant to an underwriting agreement (the “Underwriting Agreement”) dated January 25, 2023 among the Company and Canaccord Genuity Corp., as lead underwriter and sole bookrunner (“Canaccord” or the “Lead Underwriter”), and a syndicate of underwriters comprised of Cantor Fitzgerald Canada Corporation and Haywood Securities Inc. (together with the Lead Underwriter, the “Underwriters”). The Offering Price was determined by arm’s length negotiation between the Company and the Lead Underwriter, on behalf of the Underwriters, with reference to the prevailing market price of the common shares of the Company (the “Common Shares”). See “Plan of Distribution”.

The Common Shares are listed and posted for trading on the TSX Venture Exchange (“TSX-V”) in Canada under the symbol “EU”. The Common Shares were posted for trading on the OTCQB Venture Market (the “OTCQB”) in the United States under the symbol “ENCUF”. On January 17, 2023, the NYSE American LLC (“NYSE American”) in the United States approved the listing of Common Shares under the symbol “EU”. On January 23, 2023, the Common Shares ceased trading on the OTCQB and commenced trading on the NYSE American. On January 24, 2023, the last trading day on the TSX-V prior to the date of this Prospectus, the closing price of the Common Shares on the

 

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TSX-V was $3.61 per Common Share, and on January 24, 2023, the last trading day on the NYSE American prior to the date of this Prospectus, the closing price of the Common Shares on the NYSE American was US$2.70 per Common Share.

The Company has applied to list the Unit Shares to be distributed under this Prospectus on the TSX-V and NYSE American, as well as the Warrant Shares issuable upon the exercise of the Warrants (including those Unit Shares and Warrant Shares issuable in connection with the exercise of the Over-Allotment Option (as defined herein)). Listing will be subject to the Company fulfilling all of the requirements of the TSX-V and NYSE American. See “Plan of Distribution.

 

Price to the
Public

 

Underwriters’
Fee
(1)

 

Net Proceeds to the Company(1)

Per Unit

 

$

3.25

 

 

$

0.195

 

 

$

3.055

 

Total

 

$

30,000,750

(1)

 

$

1,800,045

(2)

 

$

28,200,705

(2)(3)

____________

Notes:

(1)      Assumes no exercise of the Over-Allotment Option and no President’s List (as defined herein) purchasers.

(2)      Pursuant to the Underwriting Agreement, the Underwriters will receive a cash fee (the “Underwriters’ Fee”) equal to 6.0% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option, if any), subject to a reduced cash fee equal to 2.0% of the gross proceeds from Units sold by the Underwriters to certain purchasers designated by the Company on the president’s list (subject to a maximum of $1,000,000) (the “President’s List”).

(3)      After deducting the Underwriters’ Fee (assuming no President’s List purchasers), but before deducting the expenses of the Offering, including listing fees and the reasonable expenses of the Underwriters incurred in connection with the Offering, estimated to be approximately $[•], which will be paid by the Company from the net proceeds of the Offering.

The Underwriters have been granted an option (the “Over-Allotment Option”), exercisable, in whole or in part, at any time from time to time, in the sole discretion of the Underwriters, for a period of up to 30 days from and including the Closing Date, to purchase from the Company an additional 1,384,650 Units (the “Additional Units”) at the Offering Price, to cover the Underwriters’ over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable by the Underwriters in respect of: (i) Additional Units at the Offering Price; or (ii) additional Warrants (each, an “Additional Warrant”) at a price of $0.643 per Additional Warrant; or (iv) any combination of the Additional Units and/or Additional Warrants, so long as the aggregate number of Additional Warrants, which may be issued under the Over-Allotment Option, does not exceed 692,325 Additional Warrants. If the Over-Allotment Option is exercised in full for Additional Units, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Company” will be $34,500,862.50, $2,070,051.75 and $32,430,810.75, respectively (assuming no President’s List purchasers). This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units and the Additional Warrants issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

Unless the context otherwise requires, when used herein, all references to “Offering”, “Units”, “Unit Shares”, “Warrants” and “Warrant Shares” include the any such securities issuable upon exercise of the Over-Allotment Option.

The following table sets out the number of securities that may be issued by the Company pursuant to the Over-Allotment Option:

Underwriters Position

 

Maximum Size or
Number of Securities
Available

 

Exercise Period

 

Exercise Price

Over-Allotment Option

 

1,384,650 Additional Units and/or 692,325 Additional Warrants(1)

 

Exercisable for a period of 30 days from and including the Closing Date

 

$3.25 per Additional Unit

$0.643 per Additional Warrant

____________

Notes:

(1)      Assuming the Over-Allotment Option is exercised in full.

This Offering is being made concurrently in the Qualifying Jurisdictions and in the United States pursuant to the multijurisdictional disclosure system implemented by the securities regulatory authorities in Canada and the SEC in the United States. Subject to applicable law, the Units may be offered in such other jurisdictions outside of Canada and the United States as may be agreed between the Company and the Underwriters.

 

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The Company is permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this Prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and are audited in accordance with the Canadian Auditing Standards; however, as such financial statements are also subject to Canadian auditing and auditor independence standards they may not be comparable to financial statements of United States companies.

An investment in the Units is highly speculative and involves a high degree of risk, and should only be made by persons who can afford the total loss of their investment. Investors should carefully consider the risk factors described or incorporated by reference in this Prospectus before purchasing the Units. Prospective investors are advised to consult their legal counsel and other professional advisors in order to assess legal and other aspects of the investment. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.

Owning securities of the Company may subject investors to tax consequences both in Canada and the United States. Such tax consequences are not fully described in this Prospectus. Prospectus investors should read the tax discussion in this Prospectus and consult their own tax advisors regarding the application of Canadian federal and United States income tax laws to their particular circumstances, as well as any other provincial, state territorial, local, foreign and other tax consequences of acquiring, holding or disposing of Units, Unit Shares, Warrants, and Warrant Shares. See “Certain Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations”.

Your ability to enforce civil liabilities under the U.S. federal securities laws may be affected adversely because we are incorporated under the laws of British Columbia, Canada, some or all of the experts named in this Prospectus are Canadian residents, and the Underwriters may be residents of a country other than the United States.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

There is no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. See “Risk Factors”.

The Underwriters, as principal, conditionally offer the Units subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under the “Plan of Distribution”, and subject to the approval of certain legal matters, on behalf of the Company by Morton Law LLP, Hunton Andrews Kurth LLP, and Legacy Tax + Trust Lawyers and on behalf of the Underwriters by Cassels Brock & Blackwell LLP and Skadden, Arps, Slate, Meagher & Flom LLP.

The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made commercially reasonable efforts to sell all of the Units qualified by this Prospectus at the Offering Price, the offering price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is less than the gross proceeds to be paid by the Underwriters to the Company. See “Plan of Distribution”.

In connection with the Offering, the Underwriters may, subject to applicable laws, over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market in accordance with applicable stabilization rules. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

 

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Subscription for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to occur on or about February 10, 2023, or such other date as may be agreed upon by the Company and the Underwriters (the “Closing Date”). In any event, the Units are to be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of the final receipt for this Prospectus. See “Plan of Distribution”.

Except in certain limited circumstances, the Units sold pursuant to the Offering will be issued in electronic form to CDS Clearing and Depository Services Inc. (“CDS”) or its nominees thereof and deposited with CDS on the closing of the Offering. A purchaser will receive only a customer confirmation of the issuance of the Units purchased pursuant to the Offering from the registered dealer through which the Units are purchased. CDS will record the CDS participants who hold Units on behalf of owners who have purchased them in accordance with the book-based system. See “Plan of Distribution”.

The Company’s head office is located at 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas, 78401, and its registered office is located at 1200 – 750 West Pender St., Vancouver, British Columbia V6C 2T8.

Certain directors and officers of the Company reside outside of Canada. These persons have appointed the following agents for service of process:

Name of Person or Company

 

Name and Address of Agent

William Bruce Harris

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

Dennis Stover

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

Mark Pelizza

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

Richard Cherry

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

W. Paul Goranson

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

Carrie Mierkey

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

William M. Sheriff

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

Susan Hoxie-Key

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

Peter Luthiger

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

Greg Zerzan

 

Morton Law LLP, 1200 – 750 West Pender St., Vancouver, BC V6C 2T8

In addition, certain of the experts named in this Prospectus reside outside of Canada. Purchasers are advised that it may not be possible to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or who resides outside of Canada, even if the party has appointed an agent for service.

In this Prospectus, unless the context otherwise requires, references to “we”, “us”, “our”, “enCore” or the “Company” refer to enCore Energy Corp., either alone or together with its subsidiaries, as the context requires.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, including any information incorporated by reference, 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”, or “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, production, and community relations operations;

        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 an established mineral resource estimates);

        future royalty and tax payments and rates;

        expectations regarding possible impacts of litigation and regulatory actions;

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

        listing of the Unit Shares and Warrant Shares on the TSX-V and NYSE American;

        the Closing Date for the Offering;

        satisfaction of the escrow release conditions of the Subscription Receipt Offering (as defined herein);

        closing of the Nebari Loan (as defined herein); and

        the completion of the Alta Mesa Acquisition (as defined herein).

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,

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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 Prospectus and the documents incorporated by reference herein are based on material assumptions, including the following:

        our budget, including expected levels of exploration, evaluation and operations activities and costs, as well as assumptions regarding market conditions and other factors upon which we have based our income and expenditure expectations;

        assumptions regarding the timing and use of our cash resources;

        our ability to, and the means by which we can, raise additional capital to advance other exploration and evaluation objectives;

        financial markets will not in the long term be adversely impacted by the COVID-19 pandemic;

        our operations and key suppliers are essential services, and our employees, contractors and subcontractors will be available to continue operations;

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

        our expectations regarding the demand for, 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;

        our expectations regarding spot and long-term prices and realized prices for uranium;

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

        our expectations regarding tax rates, currency exchange rates, and interest rates;

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

        our mineral resource estimates, and the assumptions upon which they are based;

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

        our operations are not significantly disrupted by political instability, nationalization, terrorism, sabotage, pandemics, social or political activism, breakdown, natural disasters, governmental or political actions, litigation or arbitration proceedings, equipment or infrastructure failure, labour shortages, transportation disruptions or accidents, or other development or exploration risks; and

        our ability to close the Alta Mesa Acquisition prior to the escrow release deadline included in the Subscription Receipt Agreement.

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 Prospectus and the documents incorporated by reference herein 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;

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        uninsured risks;

        regulatory risks;

        defects in title;

        availability of materials and equipment, 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 the 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 below under “Risk Factors” and incorporated by reference herein from the Company’s AIF (as defined herein) could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this Prospectus and the documents incorporated by reference herein. 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 Prospectus and the documents incorporated by reference herein and therein are qualified by the foregoing cautionary statements.

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

Prospective investors should rely on only information contained in this Prospectus or incorporated by reference herein. Neither the Company nor the Underwriters has authorized anyone to provide investors with different or additional information. If anyone provides you with different or additional information, you should not rely on it. Neither the Company nor the Underwriters are making an offer to sell the Units in any jurisdiction where the offer or sale is not permitted. Investors should assume that the information contained in this Prospectus or in any documents incorporated or deemed to be incorporated by reference in this Prospectus is accurate only as of the respective date of the document in which such information appears. The business, financial condition, results of operations and prospects of the Company may have changed since those dates.

Information contained in this Prospectus should not be construed as legal, tax or financial advice and prospective investors are urged to consult with their own professional advisors prior to investing in the securities offered hereby.

This Prospectus is part of a registration statement on Form F-10 (the “U.S. Registration Statement”) relating to the Offering that the Company has filed or will file with the SEC. Under the U.S. Registration Statement, the Company may sell securities pursuant to the Offering. This Prospectus, which constitutes part of the U.S. Registration Statement, provides prospective investors with a general description of the securities that the Company may offer. Before you invest, you should read this Prospectus together with additional information described under the heading “Documents Incorporated by Reference” herein and therein. This Prospectus does not contain all of the information set forth in the U.S. Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC, or the exhibits that are part of the U.S. Registration Statement. Investors in the United States should refer to the U.S. Registration Statement and the exhibits thereto for further information with respect to the Company and the securities.

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AVAILABLE INFORMATION

The Company files reports and other information with the securities commissions and similar regulatory authorities in the provinces of Canada. These reports and information are available to the public free of charge on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

The Company is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and in accordance therewith files reports and other information with the SEC. Under the multijurisdictional disclosure system adopted by the United States and Canadian securities regulators, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Company is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. Under the U.S. Exchange Act, the Company is not required to publish financial statements as frequently or as promptly as United States companies. Reports and other information filed by the Company may be inspected and copied at the public reference facilities maintained by the SEC in the public reference room at 100 F Street, N.E., Washington, D.C., 20549 by paying a fee. Prospective investors may call the SEC at 1-800-SEC-0330 or access its website at www.sec.gov for further information regarding the public reference facilities. The SEC also maintains a website that contains reports and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

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DOCUMENTS FILED AS PART OF the U.S. REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the U.S. Registration Statement on Form F-10 of which this Prospectus forms a part: (a) the documents referred to under the heading “Documents Incorporated by Reference”; (b) consents of each of the following: Davidson (as defined herein), BDO (as defined herein) and each of the experts listed under the section “Interests of Experts”; (c) the Underwriting Agreement; (d) the form of Warrant Indenture (as defined herein); and (e) powers of attorney from certain of the Company’s directors and officers (included on the signature pages of the registration statement).

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CURRENCY PRESENTATION

Unless otherwise indicated, all references to monetary amounts in this Prospectus are denominated in Canadian dollars. The consolidated financial statements of the Company incorporated herein by reference are reported in Canadian dollars and are prepared in accordance with IFRS. They may not be comparable to financial statements of United States companies. Unless otherwise indicated, all references to “$” and “dollars” in this Prospectus refer to Canadian dollars. References to “US$” in this Prospectus refer to United States dollars.

The following tables set forth, for the periods indicated, the high, low, average and period end daily exchange rates of exchange for one U.S. dollar in Canadian dollars, published by the Bank of Canada. Although obtained from sources believed to be reliable, the data is provided for informational purposes only, and the Bank of Canada does not guarantee the accuracy or completeness of the data.

U.S. dollar to Canadian dollar

 

Year Ended December 31,

   

2022

 

2021

 

2020

High

 

1.3856

 

1.2942

 

1.4496

Low

 

1.2451

 

1.2040

 

1.2718

Average

 

1.3011

 

1.2535

 

1.3415

Period end

 

1.3544

 

1.2678

 

1.2732

On January 24, 2023, the daily exchange rate for one United States dollar expressed in Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$1.3370 (or C$1.00 = US$0.7479).

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DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with provincial securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request and without charge from the Company at 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas 78401, or telephone 361-239-5449, and are also available electronically through SEDAR at www.sedar.com. The filings of the Company through SEDAR are not incorporated by reference in this Prospectus except as specifically set out herein.

The following documents, filed by the Company with the various provincial securities commissions or similar authorities in Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

1.      the report entitled “Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA” dated January 19, 2023, prepared by Douglas Beahm, P.E. P.G., BRS Inc. (the “Alta Mesa Technical Report”);

2.      the term sheet for the Offering dated as of January 25, 2023, summarizing the terms of the Offering (collectively, the “Term Sheet”);

3.      the amended and restated interim consolidated financial statements of the Company for the nine months ended September 30, 2022 and 2021, together with the notes thereto;

4.      the amended and restated management’s discussion and analysis of the Company for the nine months ended September 30, 2022 and 2021;

5.      the material change report dated December 12, 2022 relating to the completion of the Subscription Receipt Offering (the “December Private Placement MCR”);

6.      the material change report dated November 14, 2022 relating to the news release dated November 14, 2022 announcing the Alta Mesa Acquisition (the “Alta Mesa MCR”);

7.      the material change report dated September 15, 2022 relating to the news release dated September 12, 2022 announcing the completion of the Share Consolidation (as defined herein) of the Company’s Common Shares;

8.      the annual information form of the Company for the year ended December 31, 2021, dated as of August 11, 2022 (the “AIF”);

9.      the material change report dated June 1, 2022 relating to the news release dated June 1, 2022 announcing the appointment of Ms. Susan Hoxie-Key as a director of the Company;

10.    the material change report dated May 30, 2022 relating to the news release dated May 26, 2022 announcing the sale of the Ceboletta Uranium Project, New Mexico;

11.    the management information circular of the Company dated May 13, 2022 in respect of the Company’s annual meeting of shareholders held on June 22, 2022;

12.    the material change report dated May 3, 2022 relating to the news release dated May 3, 2022 announcing the appointment of Mr. Peter Luthiger as Chief Operating Officer;

13.    the audited consolidated financial statements of the Company for the years ended December 31, 2021 and 2020, together with the notes thereto and the report of independent auditors thereon;

14.    the management’s discussion and analysis of the Company for the years ended December 31, 2021 and 2020;

15.    the material change report dated March 25, 2022 relating to the news release dated March 25, 2022 announcing the closing of the bought deal prospectus offering of units of the Company (the “March 2022 Unit Offering”);

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16.    the material change report dated March 2, 2022 relating to the news release dated March 2, 2022 announcing the revised terms of the March 2022 Unit Offering;

17.    the material change report dated March 2, 2022 relating to the news release dated March 1, 2022 announcing the March 2022 Unit Offering;

18.    the Form 51-102F4 — Business Acquisition Report filed on SEDAR on February 14, 2022 (the “Azarga BAR”) for which consent was not requested or obtained from BDO Canada LLP, with respect to the completion of the acquisition by the Company of all of the issued and outstanding shares of Azarga Uranium Corp. (“Azarga”), pursuant to a plan of arrangement (the “Arrangement”), including the audited consolidated financial statements of Azarga for the years ended December 31, 2020 and 2019, together with the notes thereto and the report of independent auditors thereon, and the interim consolidated financial statements of Azarga for the nine months ended September 30, 2021, (excluding the Notice of No Auditor Review), together with the notes thereto; and

19.    the material change report dated January 6, 2022 relating to the news release dated January 4, 2022 announcing the completion of the Arrangement.

A reference to this Prospectus includes a reference to any and all documents incorporated by reference in this Prospectus. Any document of the type referred to above (excluding confidential material change reports), the content of any news release disclosing financial information for a period more recent than the period for which financial statements are required and certain other disclosure documents as set forth in Item 11.1 of Form 44-101F1 of National Instrument 44-101 — Short Form Prospectus Distributions of the Canadian Securities Administrators (“Form 44-101F1”) filed by the Company with the securities commissions or similar regulatory authorities in Canada after the date of this Prospectus and prior to the termination of the Offering under this Prospectus shall be deemed to be incorporated by reference in this Prospectus. In addition, any document filed by the Company with, or furnished by the Company to, the SEC, pursuant to the U.S. Exchange Act subsequent to the date of this Prospectus and prior to the termination of the Offering shall be deemed to be incorporated by reference into this Prospectus and the U.S. Registration Statement of which this Prospectus forms a part (in the case of any Report on Form 6-K, if and to the extent expressly provided in such report).

Applicable portions of the documents listed above are not incorporated by reference to the extent their contents are modified or superseded by a statement contained in this Prospectus or in any subsequently filed document which is also incorporated by reference in this Prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for the purposes of this Prospectus, to the extent that a statement contained this Prospectus or in any other subsequently filed document that is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

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MARKETING MATERIALS

The Term Sheet does not form part of this Prospectus to the extent that the contents of the Term Sheet has been modified or superseded by a statement contained in this Prospectus. Any template version of “marketing materials” (as defined in National Instrument 41-101 — General Prospectus Requirements) filed under the Company’s profile on SEDAR at www.sedar.com after the date of this Prospectus and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Term Sheet) is deemed to be incorporated by reference into this Prospectus.

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Cautionary Note to U.S. Investors Concerning ESTIMATES OF MEASURED,
INDICATED AND INFERRED MINERAL RESOURCES

The Company is subject to the reporting requirements of the applicable Canadian securities laws, and as a result reports the mineral resources of the projects it has an interest in according to Canadian standards. Technical disclosure regarding our properties included herein and in the documents incorporated herein by reference has not been prepared in accordance with the requirements of U.S. securities laws.

Unless otherwise indicated, all mineral resource estimates included in this Prospectus and the documents incorporated by reference herein have been prepared in accordance with 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, adopted by the CIM Council, as amended (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Standards. Mineral property disclosure requirements in the United States (the “U.S. Rules”) are governed by subpart 1300 of Regulation S-K of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) which differ from the CIM Standards. As a foreign private issuer that files its annual report on Form 40-F with the SEC pursuant to the multijurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the U.S. Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards. If the Company ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the U.S. Rules which differ from the requirements of NI 43-101 and the CIM Standards.

Pursuant to the U.S. Rules, the SEC recognizes “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, however U.S. investors should not assume that all or any part of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources that the Company reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, U.S. investors are also cautioned not to assume that all or any part of the “inferred mineral resources” exist. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. While the above terms are “substantially similar” to CIM Standards, there are differences in the definitions under the U.S. Rules and the CIM Standards.

Accordingly, there is no assurance any mineral resources that the Company may report as “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the U.S. Rules.

The mineral resource figures referred to in this Prospectus and the documents incorporated herein by reference are estimates and no assurances can be given that the indicated levels of uranium will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.

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the company

enCore was incorporated on October 30, 2009 under the Business Corporations Act (British Columbia) (the “BCBCA”) under the name “Dauntless Capital Corp.” The Company’s name was changed to “Tigris Uranium Corp.” on September 2, 2010, and changed to “Wolfpack Gold Corp.” on May 15, 2013. On August 15, 2014, the Company’s name was changed to its current name, “enCore Energy Corp.”

The Company is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Ontario. The Company’s Common Shares are listed for trading on the TSX-V and on the NYSE American under the symbol “EU”.

The principal offices of the Company are located at Suite 450, 101 N. Shoreline Blvd, Corpus Christi, Texas 78401, United States of America. The Company’s registered and records office is located at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Intercorporate Relationships

enCore has the following subsidiaries:

Name of Subsidiary

 

Jurisdiction of Incorporation

 

Percentage of Voting Shares beneficially owned
directly or indirectly by enCore

Azarga Uranium Corp.

 

British Columbia

 

100% directly

Powertech (USA) Inc.

 

South Dakota

 

100% indirectly through Azarga Uranium Corp.

URZ Energy Corp.

 

British Columbia

 

100% indirectly through Azarga Uranium Corp.

Ucolo Exploration Corp.

 

Utah

 

100% indirectly through URZ Energy Corp.

Azarga Resources Limited

 

British Virgin Islands

 

100% indirectly through Azarga Uranium Corp.

Azarga Resources (Hong Kong) Ltd.

 

Hong Kong

 

100% indirectly through Azarga Resources Limited

Azarga Resources Canada Ltd.

 

British Columbia

 

100% indirectly through Azarga Resources (Hong Kong) Limited

Azarga Resources USA Company

 

Colorado

 

100% indirectly through Azarga Resources Canada Ltd.

enCore Energy US Corp.

 

Nevada

 

100% directly

Belt Line Resources, Inc.

 

Texas

 

100% indirectly through enCore Energy US Corp.

HRI-Churchrock, Inc.

 

Delaware

 

100% indirectly through enCore Energy US Corp.

Hydro Restoration Corporation

 

Delaware

 

100% indirectly through enCore Energy US Corp.

Metamin Enterprises US Inc.

 

Nevada

 

100% indirectly through enCore Energy US Corp.

Neutron Energy, Inc.

 

Nevada

 

100% indirectly through enCore Energy US Corp.

Tigris Uranium US Corp.

 

Nevada

 

100% indirectly through enCore Energy US Corp.

Uranco, Inc.

 

Delaware

 

100% indirectly through enCore Energy US Corp.

Uranium Resources, Inc.

 

Delaware

 

100% indirectly through enCore Energy US Corp.

URI, Inc.

 

Delaware

 

100% indirectly through enCore Energy US Corp.

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The following organizational chart illustrates enCore’s principal subsidiaries:

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Business of the Company

Description of the Business

enCore’s business objective is to be a leading, low cost and profitable in-situ recovery (“ISR”) uranium producer in the United States. Our management team believes uranium market conditions are improving as a result of realization of market supply-demand fundamentals and a shift toward de-globalization in the nuclear industry. There are many factors contributing to the change in global fundamentals including continued deferment of re-starts of existing standby and new primary sources of supply, along with a continued increase in the number of operating nuclear reactors and reactors under construction. According to the World Nuclear Association, globally there are 438 reactors operating, 59 reactors under construction, and 104 reactors planned for construction. Nuclear energy, fueled by uranium, is gaining acceptance as a clean and reliable energy source. The growing urgency to reduce carbon emissions world-wide has pushed nuclear energy generation to the forefront, with the United States being the world’s largest consumer of uranium. Currently, the U.S. is completely reliant on imported uranium, but as geopolitical changes are forcing the shift to deglobalize supply chains, domestic nuclear power utilities are looking to the U.S. as a source of uranium to secure a domestic supply chain and diversify their demand away from Russia, Kazakhstan, and China.

Material Properties

enCore holds a portfolio of uranium assets located in New Mexico, South Dakota, Wyoming, Texas, Utah, Colorado, and Arizona in the United States, and is focused on advancing its properties utilizing ISR.

enCore’s material properties and projects are the Marquez-Juan Tafoya Uranium Project located in New Mexico, the Crownpoint and Hosta Butte Uranium Project located in New Mexico, the Dewey Burdock Project located in South Dakota, and the Gas Hills Project located in Wyoming. In addition to enCore’s material properties, enCore also holds the Rosita uranium processing plant located in Texas and various surrounding and proximate mineral leases and claims.

The Company entered into a definitive agreement, as amended (the “Acquisition Agreement”) to acquire the Alta Mesa Uranium Project (the “Project”) from EFR White Canyon Corp. (“EFR White Canyon”), a subsidiary of Energy Fuels Inc. (“Energy Fuels”) (the “Alta Mesa Acquisition”) for total consideration of US$120 million (the “Alta Mesa Consideration”). See the Alta Mesa MCR incorporated by reference herein and “Recent Developments — Alta Mesa Acquisition”. In accordance with the requirements of applicable securities laws, the executive summary from the Alta Mesa Technical Report is attached hereto as Schedule “A”.

The following is a summary describing each of the Company’s material properties and projects.

Marquez-Juan Tafoya Uranium Project, New Mexico

The Marquez-Juan Tafoya Uranium Project consists of private mineral leases located in McKinley and Sandoval counties of New Mexico, on the eastern end of the Grants Uranium District in northern New Mexico. The property where the Marquez-Juan Tafoya Uranium Project is located is comprised of 14,582 acres (approximately 5,900 hectares) and includes the western extent of the historically known “Marquez/Bokum” mineralized zone.

Crownpoint and Hosta Butte Uranium Project, New Mexico

The Company owns a 100% interest in McKinley 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 Uranium Project area, subject to a 3% gross profit royalty on uranium produced.

Dewey Burdock Project, South Dakota

The Dewey Burdock Project is an advanced-stage uranium exploration project located in southwest South Dakota and is solely controlled by Powertech USA, Inc., a wholly-owned subsidiary of the Company. The Dewey Burdock Project forms part of the northwestern extension of the Edgemont Uranium Mining District. The Dewey Burdock Project includes federal claims, private mineral rights and private surface rights controlling the entire area within the licensed

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project permit boundary as well as surrounding areas. The Company currently controls approximately 16,962 acres of net mineral rights and 12,613 acres of surface rights. The property is subject to a cumulative 4.85% surface and mineral royalty.

Gas Hills Project, Wyoming

The Company’s owns a 100% interest in the Gas Hills Project located in the historic Gas Hills uranium district situated 45 miles east of Riverton, Wyoming. The Gas Hills Project consists of approximately 1,280 surface acres and 12,960 net mineral acres of unpatented lode mining claims, a State of Wyoming mineral lease, and private mineral leases, within a brownfield site which has experienced extensive development including mine and mill site production.

Rosita Plant, Texas.

The Rosita uranium processing plant and associated well fields (the “Rosita Project”) are located in Duval County, Texas on a 200-acre tract of land owned by the Company. The facility is located within the South Texas uranium province, about 22 miles west of the town of Alice. The plant at Rosita was constructed in 1990 and was originally designed and constructed to operate as an up-flow extraction facility, in a similar manner to the Kingsville Dome Facility. For more information, see a description of the Kingsville Dome Facility in the Company’s AIF which is incorporated by reference herein. The Rosita property holdings consist of mineral leases from private landowners covering approximately 3,475 gross and net acres of mineral rights.

Further Information with respect to the Marquez-Juan Tafoya Uranium Project, Crownpoint and Hosta Butte Uranium Project, Dewey Burdock Project, Gas Hills Project, and Rosita Project may be reviewed under the heading “Description of the Business” in the AIF.

Additional Properties

enCore holds additional properties and projects which are considered to be non-material at this time, a discussion of which can be found under the heading “Additional Properties” in the AIF incorporated by reference herein.

Recent Developments

Qualification Prospectus

Concurrently with this Prospectus, the Company has filed a preliminary short form prospectus pursuant to NI 44-101 to qualify for distribution the Subscription Receipt Units (as defined herein) underlying the Subscription Receipts and in connection therewith, the Company has entered into: (i) an amending agreement to the Underwriting Agreement with the Subscription Receipt Underwriters; and (ii) an amending agreement to the Subscription Receipt Agreement with Canaccord Genuity Corp., on its own behalf and on behalf of the Subscription Receipt Underwriters (as defined herein), and the Subscription Receipt Escrow Agent (as defined herein).

Nebari Loan

The Company entered into a non-binding term sheet (the “Nebari Term Sheet”) with Nebari Natural Resources Credit Fund I, LP and Nebari Natural Resources Credit Fund II (collectively, “Nebari”) dated effective January 17, 2023 setting forth the proposed terms of a loan proposed to consist of a senior secured debenture in the amount of US$9 million (the “Funded Amount”), subject to an original issue discount of 8.0% (the “Bridge Facility”), to be funded in a single tranche. The Bridge Facility remains subject to completion of due diligence, approval and signing of formal loan and security agreements, as well as customary commercial conditions and stock exchange approval. There is no guarantee the Bridge Facility will be completed as presently contemplated or at all.

The Nebari Term Sheet contemplates, among other things, the following:

(a)     The proceeds from the Bridge Facility being used to complete the payment of costs associated with the Alta Mesa Acquisition, including the cash portion of the Alta Mesa Consideration, and for other capital needs of the Company associated with its current portfolio of projects and properties (the “Nebari Loan”). See “Recent Developments — Alta Mesa Acquisition”.

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(b)    A term of 7 months, which will be extended if the parties enter into a subsequent accordion facility that would include a refinancing of the Bridge Facility (the “Accordion Facility”).

(c)     The Company paying to Nebari an arrangement fee equal to 1.5% of the Funded Amount and issuing to Nebari that number of Common Share purchase warrants equal to US$1,800,000 divided by a strike price to be set as agreed by the parties in the definitive Bridge Facility (the “Nebari Warrants”). The Nebari Warrants are proposed to have a term of 7 months, which will be extended if the parties enter into the Accordion Facility.

(d)    The Bridge Facility bearing interest at a floating annual rate equal to 10.25% plus the positive delta, if any, between the three-month term SOFR reference rate and 3.75%, determined monthly.

The parties are working towards closing the Bridge Facility on or before January 31, 2023, but there can be no assurance the Bridge Facility, on the contemplated terms or other terms, will be completed by that time or at all. If the Nebari Loan is not funded prior to February 14, 2023, the Company will use a portion of the proceeds from this Offering to fund approximately US$5,000,000 of the amount required to be paid to complete the Alta Mesa Acquisition. See “Use of Proceeds.”

NYSE American Listing

On January 17, 2023, the NYSE American approved the listing of the Common Shares of the Company. On January 23, 2023, the Common Shares ceased trading on the OTCQB and commenced trading on the NYSE American under the symbol “EU.”

United States Department of Energy Uranium Reserve Contract

On December 20, 2022, the Company announced that it had been awarded a contract to sell 100,000 pounds of natural uranium concentrates (U3O8) to the United States government, at a price of $70.50/pound, under the new Uranium Reserve Program.

The uranium purchase will help the United States Government establish a strategic uranium reserve and represents the first uranium purchase by the United States government in 40 years. The U.S. National Nuclear Security Administration, an office within the U.S. Department of Energy, is the agency tasked with purchasing domestic U3O8 and conversion services for the Uranium Reserve Program. The Uranium Reserve is intended to be a backup source of supply for domestic nuclear power plants in the event of a significant market disruption and provide support for restarting uranium production in the United States. The Company is one of five qualified United States based operators, with existing licensed facilities, that is approved to sell domestically sourced natural uranium to the United States Government’s Uranium Reserve Program.

Subscription Receipt Offering

On December 6, 2022 (the “Subscription Receipt Closing Date”) in connection with the Alta Mesa Acquisition, the Company completed a brokered private placement (the “Subscription Receipt Brokered Offering”) and issued an aggregate of 23,000,000 subscription receipts of the Company (“Subscription Receipts”) at a price of $3.00 per Subscription Receipt for aggregate gross proceeds of $69 million, including the full exercise of the underwriters’ option. Concurrently, the Company completed a non-brokered private placement of 277,000 Subscription Receipts for gross proceeds of $831,000 (the “Subscription Receipt Concurrent Offering”, and together with the Subscription Receipt Brokered Offering, the Subscription Receipt Offering”). The Subscription Receipt Brokered Offering was completed pursuant to an underwriting agreement entered into among the Company, Canaccord Genuity Corp., Haywood Securities Inc., Cantor Fitzgerald Canada Corporation, PI Financial Corp., Clarus Securities Inc., and Red Cloud Securities Inc. (together with the Lead Underwriter, the “Subscription Receipt Underwriters”). The Subscription Receipts were issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) dated December 6, 2022 among the Company, Computershare Trust Company of Canada, as subscription receipt agent (the “Subscription Receipt Escrow Agent”), and Canaccord Genuity Corp. Upon satisfaction of the escrow release conditions included in the Subscription Receipt Agreement (the “Escrow Release Conditions”): (i) each of the Subscription Receipts will automatically convert into one unit of the Company (a

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Subscription Receipt Unit”); and (ii) the net proceeds of the Subscription Receipt Offering will be released from escrow and used to fund the cash portion of the Alta Mesa Consideration payable by the Company pursuant to the Acquisition Agreement to acquire the Project from EFR White Canyon, and for working capital purposes.

Each Subscription Receipt Unit will be comprised of one Common Share (each, a “Subscription Receipt Share”) and one Common Share purchase warrant (each, a “Subscription Receipt Warrant”), with each Subscription Receipt Warrant entitling the holder thereof to acquire one Common Share at a price of $3.75 for a period of 3 years following satisfaction of the Escrow Release Conditions. For more information in respect of the Subscription Receipt Offering, see the December Private Placement MCR incorporated by reference herein.

Alta Mesa Acquisition

On November 13, 2022, the Company entered into the Acquisition Agreement to acquire the Project, a uranium project from EFR White Canyon for total Alta Mesa Consideration of US$120 million.

The Project is a fully licensed and constructed ISR project and central processing facility currently on standby, located on almost 200,000 acres of private land in the state of Texas. Total operating capacity is 1.5 million lbs U3O8 per year. The Project historically produced nearly 5 million lbs U3O8 between 2005 and 2013, when full production was curtailed as a result of low uranium prices at the time. The Project has not been in commercial production since 2013. enCore intends to immediately pursue the resumption of operations following completion of the Alta Mesa Acquisition.

Pursuant to the terms of the Acquisition Agreement, the Company, through its wholly owned subsidiary enCore Energy US Corp., will acquire all of the limited liability company membership interests in each of the three Texas limited liability companies which collectively own and control the Project, being EFR Alta Mesa LLC, Leoncito Plant, LLC and Leoncito Project, LLC (collectively, the “Alta Mesa Entities”) from EFR White Canyon, a wholly owned subsidiary of Energy Fuels. The Company will additionally assume the reclamation obligations and obtain replacement surety bonds associated with the Project. The Alta Mesa Consideration payable to Energy Fuels consists of US$60 million in cash and a US$60 million secured convertible promissory note (the “Note”) with EFR White Canyon. The obligations under the Note will be secured by the assets of the Alta Mesa Entities and a pledge of the equity interests of the Alta Mesa Entities. In addition, at the closing of the Alta Mesa Acquisition, the Company will provide to EFR White Canyon a parent guarantee of the obligations under the Note. The Note will have a two (2) year term and will bear interest at a rate of 8% per annum payable on June 30th and December 31st of each year during the term. The Note will be convertible at the election of the holder, to acquire Common Shares of the Company at a price equal to a 20% premium to the volume weighted average price of the Common Shares for the 10 consecutive trading days immediately prior to the closing of the Alta Mesa Acquisition.

Energy Fuels has agreed not to sell or otherwise transfer any of the Common Shares of the Company received on conversion of the Note, including hedging and short sales, with exceptions for sale transactions of up to US$10 million in value in any 30-day period, block or cross trades and underwritten secondary distributions. The transfer restrictions terminate upon the later to occur of the date Energy Fuels ceases to beneficially own any Common Shares issuable upon conversion of the Note or the date the Note is repaid in full. In addition, Energy Fuels has agreed to standard standstill provisions restricting additional acquisitions of enCore securities and taking other customary prohibited actions. The standstill restrictions terminate upon the earlier to occur of a) Energy Fuels ceasing to beneficially own at least 5% of all of the outstanding Common Shares of the Company and b) the later of (i) the date Energy Fuels ceases to own any Common Shares issued pursuant to the Note, or (ii) the date the Note is prepaid in full.

In December 2022, the Company exercised an option to pay a non-refundable deposit of US$6 million to EFR White Canyon to extend the anticipated closing date of the Alta Mesa Acquisition until February 15, 2023.

The Alta Mesa Acquisition is subject to customary and other closing conditions, including enCore obtaining financing to fund the cash portion of the Alta Mesa Consideration and approval by the TSX-V. There is no guarantee the Alta Mesa Acquisition will close on a timely basis or at all. See the “Risk Factors — Risks Related to the Alta Mesa Acquisition”.

For further information regarding the Alta Mesa Acquisition, please see the Alta Mesa MCR incorporated by reference herein.

More detailed information regarding the business of the Company, its material properties and projects, its operations and its assets can be found in the AIF, and other documents which are incorporated in this Prospectus by reference. See “Documents Incorporated by Reference”.

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CONSOLIDATED CAPITALIZATION

Other than in respect of the completion of the Subscription Receipt Offering and as disclosed under the head “Prior Sales” herein, there have been no material changes to the share and loan capital of the Company since September 30, 2022 (the date of the financial statements for its most recently completed interim financial period included in this Prospectus). The following table summarizes the Company’s capitalization as at the date hereof and after giving effect to the Offering. This table should be read in conjunction with the unaudited interim financial statements of the Company and the related notes, management’s discussion and analysis of financial conditions, and results of operations in respect of those statements that are incorporated by reference in this Prospectus.

Description

 

Outstanding as at the date hereof

 

Outstanding as at the date hereof after giving effect to the Offering

 

Outstanding as at the date hereof after giving effect to the Offering and the full exercise of the Over-Allotment Option for Additional Units

Common Shares

 

109,018,176

 

118,249,176

 

119,633,826

Common Share Purchase Warrants(1)

 

8,760,122

 

13,375,622

 

14,067,947

Stock Options(2)

 

7,178,176

 

7,178,176

 

7,178,176

Subscription Receipts

 

23,277,000

 

23,277,000

 

23,277,000

____________

Notes:

(1)      Each Common Share purchase warrant and stock option entitles the holder thereof to acquire one Common Share, subject to adjustments, upon exercise thereof. See “Description of the Securities Being Distributed — Common Shares”.

(2)      Upon conversion of the Subscription Receipts in accordance with the terms thereof, an additional 23,277,000 Subscription Receipt Shares and 23,277,000 Subscription Receipt Warrants, to purchase up to 23,277,000 Common Shares, will be outstanding. See “Description of the Securities Being Distributed — Common Shares”.

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USE OF PROCEEDS

Principal Purposes

The gross proceeds from the Offering will be $30,000,750 ($34,500,862.50 if the Over-Allotment Option is exercised in full for Additional Units). The estimated net proceeds to be received by the Company from the Offering (assuming no President’s List purchasers) after deducting the Underwriters’ Fee of $1,800,045 ($2,070,051.75 if the Over-Allotment Option is exercised in full for Additional Units) but before deducting the estimated expenses of the Offering of approximately $[•], are expected to be $28,200,705 ($32,430,810.75 if the Over-Allotment Option is exercised in full for Additional Units).

The net proceeds raised from the sale of the Units under the Offering (including any funds received from the exercise of the Over-Allotment Option) are intended to be used by the Company for the principal purposes and in accordance with the anticipated timelines as set forth in the table below:

 

Net
Proceeds
(1)(2)

 

Anticipated Timeline

Alta Mesa Development

 

 

     

   Phase I – delineation drilling, restart of operations, re-evaluation of mineral resources, and preparation of preliminary economic assessment. See 43-101 Technical Report dated January 19, 2023.

 

$

3,857,000

 

2023

   Maintenance and holding of material properties

 

$

2,700,000

 

2023

Crownpoint Hosta Butte Uranium Project

 

 

     

   Maintenance and holding of material properties

 

$

75,000

 

2023

   Community outreach and communications

 

$

27,000

 

2023

Marquez-Juan Tafoya Uranium Project

 

 

     

   Maintenance and holding of material properties

 

$

364,000

 

2023

Dewey Burdock Project

 

 

     

   Maintenance and holding of material properties

 

$

650,000

 

2023

   Licensing and permitting

 

$

500,000

 

2023

   Community outreach and communications

 

$

100,000

 

2023

Gas Hills Project

 

 

     

   Maintenance and holding of material properties

 

$

150,000

 

2023

   Licensing and permitting

 

$

200,000

 

2024

Upper Spring Creek

 

 

     

   Maintenance and holding of material properties

 

$

300,000

 

2023

   Core hole drilling

 

$

300,000

 

2024

Rosita Plant

 

 

     

   Standby and operational maintenance

 

$

950,000

 

2023

Rosita Satellite Projects

 

 

     

   Acquisition, maintenance and holding of mineral properties

 

$

300,000

 

2023

   Core hole drilling

 

$

900,000

 

2023

   Acquisition of wireline testing equipment

 

$

4,181,000

 

2023

Kingsville Dome (including Kingsville Dome Facility)

 

 

     

   Refurbishment of Kingsville Dome Facility

 

$

850,000

 

2024

Contingency (7%)

 

$

1,148.280

 

2023 – 2024

Working capital(3)

 

$

17,878,530.75

 

 

   

$

32,430,810.75

 

 

____________

Notes:

(1)      Assuming the full exercise of the Over-Allotment Option for Additional Units and assuming no Units are purchased by President’s List purchasers. Should President’s List purchasers acquire Units pursuant to the Offering, the Underwriters’ Fee would be reduced to 2.0% for such Units up to a maximum of $1,000,000, and the net proceeds of the Offering would be increased accordingly.

(2)      The Company expects to use any additional proceeds received from the exercise of the Over-Allotment Option for working capital. The Company expects to use any additional proceeds received pursuant to the reduced Underwriters’ Fee for President’s List purchasers for working capital.

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The Company intends to use the proceeds from this Offering as set forth in the table above and the proceeds from the Nebari Loan to fund a portion of the Alta Mesa Consideration required to complete the Alta Mesa Acquisition. The non-binding Nebari Term Sheet that the Company has entered into contemplates the funding of the Nebari Loan prior to January 31, 2023, but there can be no assurance this will occur. The Company may not be able to enter into a definitive Bridge Facility with Nebari, and there can be no assurance the Nebari Loan will be funded on the contemplated terms by January 31, 2023 or at all. If the Company is not able to complete the Nebari Loan prior to February 15, 2023, the Company expects to use approximately US$5,000,000 of the proceeds from the Offering to fund costs associated with closing the Alta Mesa Acquisition and the remaining amounts consistent with the table above. See “Risk Factors — Risks Related to the Offering” and Risk Factors — Risks Related to the Alta Mesa Acquisition”

The Company intends to spend the funds available to it as stated above. However, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary. The actual amount that the Company spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those referred to under “Risk Factors” in this Prospectus and in the AIF.

As an exploration company, the Company has no source of operating cash flow and its operations to date have been funded primarily from equity financings. Accordingly, the Company had negative operating cash flows for the year ended December 31, 2021, and negative operating cash flows for the interim period ended September 30, 2022. As a result of the expenses to be incurred by the Company in connection with its business objectives for the development of the Company’s material projects, the Company anticipates that negative operating cash flows will continue for the foreseeable future. See “Risk Factors — Risks relating to enCore’s Business and Operations — Negative Operating Cash Flow”.

Business Objectives and Milestones

The business objectives and the milestones that the Company intends to meet with the net proceeds of the Offering are, in accordance with the principal purposes itemized in table above, relate primarily to the following:

        Commence community outreach at the Crownpoint Hosta Butte Uranium Project.

        Commence licensing and permitting and community outreach at the Dewey Burdock Project.

        Commence licensing and permitting, at the Gas Hills Project.

        Evaluate, test and conduct permitting work for current and future properties at the Upper Spring Creek project areas, including core hole drilling.

        Evaluate, test and conduct permitting work for current and future properties at the Rosita Project, including core hole drilling as well as work required to conduct review of historical mineral resources on at least three current and future properties and upgrade to current mineral resources where appropriate.

        Acquire further properties with known uranium mineral mineralization within the South Texas Uranium District to support the Company’s existing Rosita Project areas.

        Acquire 5 additional prompt fission neutron tools, 6 open hole wireline logging tools, two wireline logging trucks and the intellectual property for prompt fission neutron wireline logging technology to support the Company’s existing Rosita Project areas.

        Repair and upgrades at the Kingsville Dome Facility.

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PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to issue and sell the Units and the Underwriters have severally, and not jointly, nor jointly and severally, agreed to purchase from the Company, as principals, on the Closing Date, all but not less than all of an aggregate of 9,231,000 Units at a price of $3.25 per Unit, for gross proceeds of $30,000,750 payable in cash to the Company against delivery of the Units, subject to the terms and conditions of the Underwriting Agreement. The obligations of the Underwriters under the Underwriting Agreement are conditional and may be terminated at their discretion on the basis of “disaster out”, “material change out” “breach out”, “market out”, and “due diligence out” termination provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The obligations of the Underwriters are also conditioned on the Warrant Shelf Registration Statement (as defined herein) having been declared and remaining effective under the U.S. Securities Act. The Underwriters are, however, obligated to take up and pay for all of the securities if any of the securities are purchased under the Underwriting Agreement, on or before a date not later than 42 days after the date of the final receipt for this Prospectus. The Offering Price was determined by arm’s length negotiation between the Company and the Lead Underwriter, on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares.

Each Unit will consist of one Unit Share and one-half of one Warrant. Each Warrant will entitle the holder to acquire, subject to adjustment in certain events and to the terms of the Warrant Indenture, one Warrant Share at an exercise price of $4.05 until 5:00 p.m. (Toronto time) on the date that is 36 months following the Closing Date, after which time the Warrants will be void and of no value. This Prospectus qualifies the distribution of the Unit Shares and the Warrants underlying the Units in each of the Qualifying Jurisdictions where Units are sold.

The Warrants will be created and issued pursuant to and will be governed by the terms of the Warrant Indenture to be dated as of the Closing Date. The Warrant Indenture will contain provisions designed to protect holders of the Warrants against dilution upon the happening of certain events. See “Description of the Securities Being Distributed — Warrants”.

Pursuant to the Underwriting Agreement, the Company has granted the Underwriters the Over-Allotment Option, exercisable in whole or in part, at any time and from time to time, in the sole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase 1,384,650 Additional Units, at the Offering Price, to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable by the Underwriters in respect of: (i) Additional Units at the Offering Price; or (ii) Additional Warrants at a price of $0.643 per Additional Warrant; or (iv) any combination of the Additional Units and/or Additional Warrants, so long as the aggregate number of Additional Warrants, which may be issued under the Over-Allotment Option does not exceed 692,325 Additional Warrants. If the Over-Allotment Option is exercised in full for Additional Units, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Company” will be $34,500,862.50, $2,070,051.75 and $32,430,810.75, respectively (assuming no President’s List purchasers). This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units and Additional Warrants issuable upon exercise of the Over-Allotment Option in each of the Qualifying Jurisdictions where Units are sold. A purchaser who acquires securities forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Under the terms and conditions of the Underwriting Agreement, the Company has agreed to indemnify and save harmless the Underwriters, and each of their affiliates, directors, officers, employees, partners, agents and shareholders against certain liabilities, including civil liabilities under Canadian provincial securities legislation, or contribute to any payments the Underwriters may be required to make in the foregoing respect.

Pursuant to the Underwriting Agreement, the Underwriters will receive an Underwriters’ Fee equal to 6.0% of the gross proceeds of the Offering, subject to a reduced cash fee equal to 2.0% of the gross proceeds from Units sold by the Underwriters to certain purchasers designated by the Company on the President’s List, up to a maximum of $1,000,000.

The Company has agreed to reimburse the Underwriters for certain out-of-pocket expenses, including the fees of their counsel in connection with this Offering, up to an aggregate amount of C$500,000 (exclusive of disbursements and taxes).

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This Offering is being made concurrently in the Qualifying Jurisdictions and in the United States pursuant to the multijurisdictional disclosure system implemented by the securities regulatory authorities in Canada and the SEC in the United States. Subject to applicable law, the Units may be offered in such other jurisdictions outside of Canada and the United States as may be agreed between the Company and the Underwriters.

Subscription for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Except in certain limited circumstances, the Units sold pursuant to the Offering will be issued in electronic form to CDS or its nominees thereof and deposited with CDS on the closing of the Offering. A purchaser will receive only a customer confirmation of the issuance of the Units purchased pursuant to the Offering from the registered dealer through which the Units are purchased. CDS will record the CDS participants who hold Units on behalf of owners who have purchased them in accordance with the book-based system.

It is expected that delivery of the Unit Shares and Warrants will be made against payment therefor on or about the Closing Date, which will be more than two business days following the date of the final short form prospectus (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Unit Shares or Warrants prior to the Closing Date will be required, by virtue of the fact that the Unit Shares and Warrants will not settle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Units who wish to trade their Unit Shares or Warrants prior to the Closing Date should consult their own advisors. The Closing Date is expected to be on or about February 10, 2023, or such other date as may be agreed upon by the Company and the Underwriters.

The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made commercially reasonable efforts to sell all of the Units qualified by this Prospectus at the Offering Price, the offering price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is less than the gross proceeds to be paid by the Underwriters to the Company.

The Company has agreed that it shall, for a period of 90 days from the Closing Date, not issue or sell any Common Shares or financial instruments convertible or exchangeable into Common Shares, other than (i) for purposes of director or employee stock options or other security based compensation arrangements; (ii) to satisfy existing instruments of the Company already issued as of January 23, 2023; (iii) pursuant to the Acquisition Agreement; (iv) as consideration relating to the Nebari Loan, including relating to the Accordion Facility; and (v) in connection with any at-the-market offerings, without the prior consent of the Lead Underwriter, such consent not to be unreasonably withheld.

The Company has agreed to cause each of the directors, officers and principal shareholders of the Company to agree, in a lock-up agreement to be executed concurrently with the closing of the Offering, that for a period of 90 days from the Closing Date, each such person will not, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned or subsequently acquired directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company.

Pursuant to rules and policy statements of certain securities regulators, the Underwriters may not, at any time during the period of distribution under the Offering, bid for or purchase Common Shares or Warrants for their own accounts or for accounts over which they exercise control or direction. The foregoing restriction is subject to certain exceptions, including: (i) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities; (ii) a bid or purchase made for or on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising

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the price of, such securities, or (iii) a bid or purchase to cover a short position entered into prior to the commencement of the prescribed restricted period. Consistent with these requirements, and in connection with the Offering, the Underwriters may over-allot and effect transactions which are intended to stabilize or maintain the market price of the Common Shares or Warrants at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriter may carry out these transactions on the TSX-V, in the over-the-counter market or otherwise.

Certain of the Underwriters and their affiliates have performed investment banking, commercial banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.

The Units will be offered in the United States and Canada through the Underwriters either directly or through their respective U.S. or Canadian broker-dealer affiliates who are registered to offer the Units for sale in the United States and such provinces of Canada, as applicable, and such other registered dealers as may be designated by the Underwriters. No Units will be offered or sold in any jurisdiction except by or through brokers or dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where an exemption from such registered dealer requirements is available.

The Company has applied to list the Unit Shares to be distributed under this Prospectus on the TSX-V and NYSE American, as well as the Warrant Shares issuable upon the exercise of the Warrants (including those Unit Shares and Warrant Shares issuable in connection with the exercise of the Over-Allotment Option). Listing will be subject to the Company fulfilling all of the requirements of the TSX-V and NYSE American.

Selling Restrictions

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area (each, a “Member State”), no Units have been offered or will be offered pursuant to the offer described herein to the public in that Member State prior to the publication of a prospectus in relation to the Units which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the relevant competent authority in that Member State, all in accordance with the Prospectus Regulation (as defined below), except that the Units described in this Prospectus may be offered to the public in that Member State any time:

        to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

        to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the relevant dealer or dealers nominated by us for any such offer; or

        in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of Units shall require us or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For purposes of this provision, the expression an “offer to the public” in relation to any Units in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Units to be offered so as to enable an investor to decide to purchase or subscribe for the Units, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).

The Company has not authorized and does not authorize the making of any offer of Units through any financial intermediary on its behalf, other than offers made by the Underwriters with a view to the final placement of the Units as contemplated in this Prospectus. Accordingly, no purchaser of the Units, other than the Underwriters, is authorized to make any further offer of the Units on behalf of the sellers or the Underwriters.

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Notice to Prospective Investors in the United Kingdom

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, “FSMA”)) in connection with the issue or sale of any Units may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

Each purchaser of Units must comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to any Units in, from or otherwise involving the United Kingdom.

This Prospectus is only being distributed to, and are only directed at, persons in the United Kingdom that are qualified investors as defined in Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA in connection with the issue or sale of any Units may otherwise lawfully be communicated or caused to be communicated (each such person being referred to as a “relevant person”)). This Prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

No Units have been offered or will be offered pursuant to the offer described herein to the public in the United Kingdom prior to the publication of a prospectus in relation to the Units which has been approved by the UK Financial Conduct Authority, except that the Units may be offered to the public in the United Kingdom at any time:

        to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;

        to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the relevant dealer or dealers nominated by us for any such offer; or

        in any other circumstances falling within section 86 of the FSMA,

provided that no such offer of Units shall require us or any Underwriter to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For purposes of this provision, the expression an “offer of Units to the public” in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and the Units to be offered so as to enable an investor to decide to purchase or subscribe for the Units, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

Notice to Prospective Investors in Switzerland

This Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Units. The Units may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”), and no application has or will be made to admit the Units to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Prospectus nor any other offering or marketing material relating to the Units constitutes a prospectus pursuant to the FinSA, and neither this Prospectus nor any other offering or marketing material relating to the Units may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in the Dubai International Financial Centre

This Prospectus relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This Prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no

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responsibility for reviewing or verifying any documents in connection with exempt offers. The DFSA has not approved this Prospectus nor taken steps to verify the information set forth herein and has no responsibility for the Prospectus. The Units to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Units offered should conduct their own due diligence on the Units. If you do not understand the contents of this Prospectus you should consult an authorized financial advisor.

Hong Kong

The Units have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation, or document relating to the Units has been or may be issued or has been or may be in the possession of any person for the purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Units which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “FIEL”) has been made or will be made with respect to the solicitation of the application for the acquisition of the Units. Accordingly, the Units have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan. For Qualified Institutional Investors (“QII”) please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the Units constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the Units. The Units may be transferred only to QIIs. For non-QII investors please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the Units constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the Units. The Units may be transferred only en bloc without subdivision to a single investor.

Singapore

This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Units may not be circulated or distributed, nor may the Units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Units are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and

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interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Units under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; (3) by operation of law; (4) pursuant to Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offer of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notification under Section 309B(1)(c) of the SFA

The Company has determined that the Units are (A) prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Solely for the purposes of its obligations pursuant to Section 309B of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in the CMP Regulations 2018), that the Units are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Australia

No “prospectus” or other “disclosure document”, as each of those terms are defined in the Corporations Act 2001 of Australia (the “Australian Corporations Act”), in relation to the Units has been, or will be, lodged with the Australian Securities and Investments Commission. Each Underwriter has represented and agreed that it: (a) has not made (directly or indirectly) or invited, and will not make (directly or indirectly) or invite, an offer of the Units for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and (b) has not distributed or published, and will not distribute or publish, this Prospectus or any other offering material or advertisement relating to the Units in Australia, unless: (i) the aggregate consideration payable for such Units on acceptance of the offer is at least A$500,000 (or its equivalent in any other currency, in either case calculated in accordance with both section 708(9) of the Australian Corporations Act and regulation 7.1.18 of the Corporations Regulations 2001 of Australia) or the offer or invitation does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Australian Corporations Act; (ii) the offer or invitation constitutes an offer to either a “wholesale client” or “sophisticated investor” for the purposes of Chapter 7 of the Australian Corporations Act; (iii) such action complies with any applicable laws, regulations and directives (including without limitation, the licensing requirements set out in Chapter 7 of the Australian Corporations Act) in Australia; and (iv) such action does not require any document to be lodged with Australian Securities and Investments Commission or any other regulatory authority in Australia.

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DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

Common Shares

The Unit Shares and Warrant Shares are designated as Common Shares under the Company’s constating documents.

The authorized capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value (referred to herein as the “enCore Preferred Shares”). The share capital of the Company as at the date hereof is disclosed under the heading Consolidated Capitalization” above.

The Common Shares are subject to the following rights, privileges, restrictions and conditions:

a)      the holders of the Common Shares are entitled to receive notice of, and attend at, and to vote in person or by proxy at general meetings of enCore shareholders and will be entitled to one vote for each such enCore Share held;

b)      subject to the rights of the enCore Preferred Shares as determined by the directors and in accordance with enCore’s Articles, the directors may, in their discretion, at any time and from time to time declare and cause enCore to pay dividend on the Common Shares; and

c)      subject to the rights, privileges, restrictions and conditions attaching to the enCore Preferred Shares, in the event of liquidation or dissolution of enCore or other distribution of assets of enCore among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, the holders of the Common Shares will be entitled to share equally, share for share, in the distribution of the remaining property and assets of enCore.

The rights and restrictions attached to the Common Shares may be altered by resolutions of the enCore Board, subject to the provisions of the BCBCA.

Warrants

The following is a summary of the material attributes and characteristics of the Warrants. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Warrant Indenture, which will be filed with the applicable securities regulatory authorities in Canada and the United States and available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

General

The Units will separate into Unit Shares and Warrants immediately following the Closing Date. Each Warrant will be transferable and will entitle the holder thereof to acquire one Warrant Share at an exercise price of $4.05 at any time and from time to time prior to 5:00 p.m. (Toronto time) for a period of 36 months following the Closing Date, subject to adjustment in certain customary events, after which time the Warrants will expire (the “Expiry Date”).

The Warrants will be issued under and governed by the terms of the Warrant Indenture to be entered into on the Closing Date between the Company and Computershare Trust Company of Canada, as warrant agent (the “Warrant Agent”). The Company will appoint the principal transfer office of the Warrant Agent in Vancouver, British Columbia as the location at which the Warrants may be surrendered for exercise, transfer or exchange. Under the Warrant Indenture, the Company may, subject to applicable law, purchase by private contract or otherwise, any of the Warrants then outstanding, and any Warrants so purchased will be cancelled.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

(a)     the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares by way of a stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of any Warrants or options outstanding as of the date of the Warrant Indenture);

(b)    the subdivision, redivision or change of the Common Shares into a greater number of Common Shares;

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(c)     the consolidation, reduction or combination of the Common Shares into a lesser number of Common Shares;

(d)    the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share) of less than 95% of the “Current Market Price” (“Current Market Price”) will be defined in the Warrant Indenture as the weighted average of the trading price per Common Share for such Common Shares for each day there was a closing price for the twenty consecutive trading days ending five days immediately prior to such date on the TSX-V) for the Common Shares on such record date; and

(e)     the issuance or distribution to all or substantially all of the holders of the Common Shares of securities of any class, whether of the Company or any other entity (other than the Common Shares), rights, options or warrants to subscribe for or purchase Common Shares or securities exchangeable or convertible into any Common Shares, evidences of indebtedness or any property or other assets.

The Warrant Indenture will also provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or exercise price per security in the event of the following additional events:

(a)     reclassifications of the Common Shares;

(b)    consolidations, amalgamations, arrangements or mergers of the Company with or into any other corporation or other entity (other than consolidations, amalgamations, arrangements or mergers which do not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares); or

(c)     the transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity.

No adjustment in the exercise price or the number of Warrant Shares issuable upon the exercise of the Warrants will be required to be made unless: (i) such adjustment would result in a change of at least 0.01 of a Warrant Share based on the number of Warrant Shares or other classes of shares or securities or property which a holder of a Warrant is entitled to receive upon the exercise of the rights attached to the Warrant; or (ii) the cumulative effect of such adjustment or adjustments would result in a change of at least 1% in the exercise price, provided that any such adjustments that are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

The Company will covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to the Warrant Agent and to the holders of the Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date of such event, if any.

No fractional Warrant Shares will be issuable upon the exercise of any Warrants and no cash or other consideration will be paid in lieu of fractional Warrant Shares. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have.

The Warrant Indenture will provide that, from time to time, the Company may amend or supplement the Warrant Indenture for certain purposes, without the consent of the holders of the Warrants, including for curing defects or inconsistencies or making any change that does not prejudice the rights of any holder. Any amendment or supplement to the Warrant Indenture that would prejudice the interests of the holders of Warrants may only be made by “extraordinary resolution”, which will be defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing of at least 25% of the aggregate number of the then outstanding Warrants (unless such meeting is adjourned to a prescribed later date due to the lack of quorum) and passed by the affirmative vote of the holders of Warrants present in person or by proxy shall form a quorum and passed by the affirmative vote of the holders of Warrants representing not less than 662/3% of the aggregate number of Warrant Shares that may be acquired on exercise of the Warrants at the meeting and voted on the poll upon such resolution; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 662/3% of the aggregate number of the then outstanding Warrants.

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As a condition to the Underwriters’ obligations under the Underwriting Agreement, the Company will file and clear a short form base shelf prospectus with the British Columbia Securities Commission and concurrently, pursuant to the multi-jurisdictional disclosure system, file a registration statement on Form F-10 with the SEC covering the issuance of the Warrant Shares upon the exercise of the Warrants (the “Warrant Shelf Registration Statement”). The Company shall also use its reasonable best efforts during the term of the Warrants to maintain the effectiveness of Warrant Shelf Registration Statement. Unless the Warrant Shelf Registration Statement is effective, the Warrants may only be exercised by persons who establish, to the reasonable satisfaction of the Company and the Warrant Agent (which may include providing an opinion of counsel of recognized standing satisfactory to the Company), that the issuance of the Warrant Shares pursuant to exercise of the Warrants can be completed pursuant to and in accordance with (i) Rule 903 of Regulation S under the U.S. Securities Act, (ii) an effective registration statement under the U.S. Securities Act, or (iii) an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws. The Company will notify the Warrant Agent when the Warrant Shelf Registration Statement becomes effective under the U.S. Securities Act, and the Warrant Agent will notify the holders of the Warrants as required. Thereafter, the Warrant Agent may assume that the Warrant Shelf Registration Statement remains effective until otherwise notified in writing by the Company that it is no longer effective.

If, at any time following the initial effectiveness of the Warrant Shelf Registration Statement under the U.S. Securities Act and prior to the Expiry Date for the Warrants, the Company determines that the Warrant Shelf Registration Statement filed with the SEC is not effective, the holders of Warrants will receive a notice of this determination, together with written confirmation that the Warrants may, until the earlier of the Warrant Shelf Registration Statement becoming effective or the Expiry Date, also be exercised by means of a “cashless exercise” in which the holder of Warrants will be entitled to receive a certificate for a number of Warrant Shares determined on the basis of the excess of the volume weighted average price on the TSX over the Exercise Price.

There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants acquired hereunder. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulation. See “Risk Factors”.

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PRIOR SALES

During the 12 months preceding the date of this Prospectus, the Company issued the following Common Shares and securities convertible or exchangeable for Common Shares.

Date of issue or grant

 

Type of Securities

 

Number of
Securities
(2)

 

Issue or
Exercise
Price of
Security

 

Description of Transaction

January 28, 2022

 

Common Shares

 

580,043

 

$

1.38

 

 

Shares for Debt(4)

February 14, 2022

 

Options

 

7,090,000

 

$

1.40

 

 

Option Grant

February 21, 2022

 

Common Shares

 

48,750

 

$

0.74

 

 

Warrant Exercise

February 23, 2022

 

Common Shares

 

250,000

 

$

0.225

 

 

Warrant Exercise

February 28, 2022

 

Common Shares

 

26,906

 

$

0.82

 

 

Warrant Exercise

March 11, 2022

 

Common Shares

 

16,875

 

$

0.853

 

 

Option Exercise

March 11, 2022

 

Common Shares

 

100,000

 

$

0.225

 

 

Warrant Exercise

March 11, 2022

 

Common Shares

 

70,312

 

$

0.74

 

 

Warrant Exercise

March 17, 2022

 

Common Shares

 

93,750

 

$

0.74

 

 

Warrant Exercise

March 18, 2022

 

Common Shares

 

15,000

 

$

0.06

 

 

Option Exercise

March 18, 2022

 

Common Shares

 

10,000

 

$

0.125

 

 

Option Exercise

March 18, 2022

 

Common Shares

 

11,250

 

$

0.205

 

 

Option Exercise

March 18, 2022

 

Common Shares

 

187,500

 

$

0.82

 

 

Warrant Exercise

March 18, 2022

 

Common Shares

 

28,125

 

$

0.82

 

 

Warrant Exercise

March 25, 2022

 

Common Shares

 

19,607,842

 

$

1.53

 

 

March 2022 Unit Offering(2)

March 25, 2022

 

Warrants

 

9,803,921

 

 

N/A

(2)

 

March 2022 Unit Offering(2)

March 25, 2022

 

Compensation Options

 

1,053,922

 

 

N/A

(3)

 

March 2022 Unit Offering(2)

March 30, 2022

 

Common Shares

 

25,000

 

$

0.225

 

 

Warrant Exercise

March 31, 2022

 

Options

 

287,500

 

$

1.57

 

 

Option Grant

April 6, 2022

 

Common Shares

 

50,000

 

$

0.100

 

 

Option Exercise

April 6, 2022

 

Common Shares

 

938,272

 

$

0.150

 

 

Broker Warrant Exercise

April 7, 2022

 

Common Shares

 

7,500

 

$

0.853

 

 

Option Exercise

April 8, 2022

 

Common Shares

 

750,000

 

$

0.225

 

 

Warrant Exercise

April 8, 2022

 

Common Shares

 

100,000

 

$

0.225

 

 

Warrant Exercise

April 13, 2022

 

Common Shares

 

25,000

 

$

0.225

 

 

Warrant Exercise

April 18, 2022

 

Common Shares

 

31,250

 

$

0.600

 

 

Warrant Exercise

April 18, 2022

 

Common Shares

 

18,750

 

$

0.740

 

 

Warrant Exercise

April 19, 2022

 

Common Shares

 

154,913

 

$

0.400

 

 

Broker Unit Warrant Exercise

April 19, 2022

 

Common Shares

 

56,250

 

$

0.853

 

 

Option Exercise

April 21, 2022

 

Common Shares

 

16,875

 

$

0.853

 

 

Option Exercise

May 2, 2022

 

Options

 

250,000

 

$

1.44

 

 

Option Grant

May 3, 2022

 

Common Shares

 

250,000

 

$

0.225

 

 

Warrant Exercise

May 4, 2022

 

Common Shares

 

45,000

 

$

0.200

 

 

Option Exercise

May 4, 2022

 

Common Shares

 

357,000

 

$

0.225

 

 

Warrant Exercise

May 5, 2022

 

Common Shares

 

150,000

 

$

0.853

 

 

Option Exercise

May 5, 2022

 

Common Shares

 

50,000

 

$

0.225

 

 

Warrant Exercise

May 6, 2022

 

Common Shares

 

40,000

 

$

0.100

 

 

Option Exercise

May 6, 2022

 

Common Shares

 

50,000

 

$

0.225

 

 

Warrant Exercise

May 9, 2022

 

Common Shares

 

100,000

 

$

0.225

 

 

Warrant Exercise

May 10, 2022

 

Common Shares

 

37,500

 

$

0.853

 

 

Option Exercise

May 10, 2022

 

Common Shares

 

20,000

 

$

0.100

 

 

Option Exercise

May 11, 2022

 

Common Shares

 

75,000

 

$

0.100

 

 

Option Exercise

May 16, 2022

 

Common Shares

 

45,000

 

$

0.853

 

 

Option Exercise

May 16, 2022

 

Common Shares

 

40,000

 

$

0.200

 

 

Option Exercise

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Table of Contents

Date of issue or grant

 

Type of Securities

 

Number of
Securities
(2)

 

Issue or
Exercise
Price of
Security

 

Description of Transaction

May 18, 2022

 

Common Shares

 

9,375

 

$

0.853

 

 

Option Exercise

May 26, 2022

 

Common Shares

 

112,500

 

$

0.853

 

 

Option Exercise

May 26, 2022

 

Common Shares

 

90,000

 

$

0.200

 

 

Option Exercise

May 26, 2022

 

Common Shares

 

12,500

 

$

0.205

 

 

Option Exercise

June 1, 2022

 

Options

 

500,000

 

$

1.25

 

 

Option Grant

June 3, 2022

 

Common Shares

 

40,000

 

$

0.200

 

 

Option Exercise

June 8, 2022

 

Common Shares

 

110,000

 

$

0.200

 

 

Option Exercise

June 13, 2022

 

Common Shares

 

50,000

 

$

0.200

 

 

Option Exercise

July 15, 2022

 

Options

 

400,000

 

$

1.07

 

 

Option Grant

July 27, 2022

 

Common Shares

 

61,875

 

$

0.640

 

 

Option Exercise

July 29, 2022

 

Common Shares

 

131,250

 

$

0.613

 

 

Option Exercise

July 29, 2022

 

Common Shares

 

121,875

 

$