enCore Energy Corp.
For the period ended Mar 31, 2025. Filed May 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| Cautionary Note Regarding Forward Looking Statements | 3 | |
| PART I - FINANCIAL INFORMATION | ||
|---|---|---|
| Item 1. | Financial Statements | 6 |
| Notes to the Consolidated Unaudited Financial Statements | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 23 |
| Item 4. | Controls and Procedures | 24 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 25 |
| Item 1A. | Risk Factors | 25 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
| Item 3. | Defaults Upon Senior Securities | 26 |
| Item 4. | Mine Safety Disclosures | 26 |
| Item 5. | Other Information | 26 |
| Item 6. | Exhibits | 27 |
| Signatures | 27 | |
`When we use the terms “enCore Energy Corp.,” “we,” “us,” “our,” or the “Company,” we are referring to enCore Energy Corp. and its subsidiaries, unless the context otherwise requires. Throughout this document we make statements that are classified as “forward-looking.” Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” section of this document for an explanation of these types of assertions.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) and information incorporated by reference herein, contains forward-looking statements and forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation that are subject to risks and uncertainties. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” “plans,” “maintains,” “projects,” and similar terminology or variations (including negative variations) of such words and phrases or statements. Forward-looking statements and information are not historical facts, are made as of the date of this Quarterly Report, and include, but are not limited to, statements regarding discussions of results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities and expenditures, including its sales strategy providing a base level of projected income, as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial), including operational expansion, the Company’s belief it is positioned to meet the increased demand for clean, reliable nuclear energy, statements regarding the ability to complete, and the timing of completion of a Going Public Transaction (as defined below) and ability to complete, and the timing of completion of a distribution of common shares of the Resulting Issuer (as defined below) to shareholders of the Company and business prospects, future business plans and opportunities and statements as to management’s expectations with respect to, among other things, the activities contemplated in this Quarterly Report.
Forward-looking statements and information 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, including changes in cost as a result of changes in trade restrictions, for example: the imposition of tariffs; | |
| ● | the Company’s plans and expectations for its property, exploration, development, extraction and communityrelations 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 established mineral resource estimates); | |
| ● | future royalty and tax payments and rates; | |
| ● | expectations regarding possible impacts of litigation and regulatory actions; and | |
| ● | the completion of reclamation activities at former mine or extraction sites. |
Such forward-looking statements reflect the Company’s current views with respect to future events, based on information currently available to the Company and are subject to and involve certain known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking statements and information. The forward-looking statements and information in this Quarterly Report are based on material assumptions, including the following:
| ● | our budget, including expected levels of exploration, evaluation, development, extraction and operational 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 the Company can, raise additional capital to advance other exploration and evaluation objectives; | |
| ● | our operations and key suppliers are essential services; | |
| ● | 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; and | |
| ● | 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, labor shortages, transportation disruptions or accidents, or other development or exploration risks. |
Some of the risks and uncertainties that could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements and information in this Quarterly Report include, among others, the following:
| ● | our history of negative operating cash flows and our ability to develop or maintain positive cash flowfrom our mining activities; |
|---|---|
| ● | ability to obtain additional financing on acceptable terms when needed; |
| ● | we have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time; |
| ● | risks associated with our expansion-by-acquisition strategy; |
| ● | our properties do not contain mineral reserves and some of our properties, projects and facilities may not be economic within a reasonable time period or at all; |
| ● | reliance on key personnel, contractors and experts; |
| ● | conflicts of interest of our directors and officers; |
| ● | risks associated with exploration of, development of, and extraction from mineral properties; |
| ● | our reliance on third party drilling contractors, including an increased risk of loss, including weather related risks or underutilization of drilling rigs; |
| ● | risks inherent to mineral exploration and extraction; |
| ● | the commercial viability of economic extraction of minerals from uranium deposits; |
| ● | the subjectiveness and uncertainty of estimations of mineral resources; |
| ● | future mineral extraction estimates may not be achieved; |
| ● | estimates of commodity prices used in preliminary economic assessments may never be realized; |
| ● | requirements to obtain or retain key permits to advance or achieve extraction; |
| ● | involvement of Native American tribes in the permitting process; |
| ● | challenges to title of our mineral property interests; |
| ● | our ability to attract, retain, train, motivate, and develop skilled employees; |
| ● | existing competition and geopolitical changes in the competitive landscape; |
| ● | public opinion and perception of nuclear energy; |
| ● | volatility in market prices of uranium; |
| ● | applicable laws, regulations and standards, including environmental protection laws and regulations; |
| ● | our ability to raise equity or obtain debt financing; |
| ● | accuracy of extraction, capital and operating cost estimates; |
| ● | ability of novel mining methods for extraction to yield anticipated results; |
| ● | the need for technical innovation and risk of obsolescence; |
| ● | availability of a public market for uranium, including global demand and supply; |
| ● | changes and uncertainty in United States trade policy, tariff and import/export regulations; |
| ● | risks related to our operations on federal lands, including possible designation of national monuments or withdrawal of permits; |
| ● | risks related to our Alta Mesa joint venture; |
| ● | taxation implications of United States holders because the Company is a passive foreign investment company; |
| ● | potential dilution if we issue additional common shares, no par value (the “common shares”) or securities convertible into common shares; |
| ● | price volatility of our common shares; |
| ● | our expectation to not declare or pay dividends; |
| ● | reliance on information technology systems, and cybersecurity risks; |
| ● | the time and resources necessary to comply with corporate governance practices and securities rules and regulations in the United States and Canada; |
| ● | our management’s ability to maintain effective internal controls; |
| ● | our remediation plan and ability to remediate the material weaknesses in our internal controls over financial reporting; |
| ● | potential lack of access to enforcement of civil liabilities against the Company or its directors and officers; |
| ● | our ability to protect our proprietary data, technology and intellectual property; |
| ● | changes in climate conditions; and |
| ● | other risks included under the heading “Risk Factors” in this Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025. |
While forward-looking statements and information reflect our good faith beliefs, they are not guarantees of future performance. Any forward-looking statements and information are based on estimates and assumptions only as of the date of this Quarterly Report, and the Company undertakes no obligation to update or revise any forward-looking statement or information to reflect information, events, results, circumstances or 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 factors 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.