enCore Energy Corp.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and because of the inherent limitations of any system of controls, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Based on management’s evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2025 because of material weaknesses in internal control over financial reporting described below.
Notwithstanding such material weaknesses in our internal control over financial reporting, our management, including our CEO and CFO, considered the remediation activities described below, operational testing of the remediated controls, and the impact of such controls and believes that the consolidated financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in accordance with those principles.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision of our CEO and CFO, overseen by our Board of Directors and its Audit Committee, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Management assessed the effectiveness of the Company’s internal control over financial reporting using the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our assessment under the criteria described above, management has concluded that our internal control over financial reporting was not effective at a reasonable assurance level as of December 31, 2025 because of material weaknesses described below.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that compliance with policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, management identified material weaknesses as of December 31, 2024 related to (i) ineffective general information technology controls (“GITCs”) over systems relevant to financial reporting and (ii) ineffective design, implementation, and operation of certain process level control activities. These deficiencies were primarily attributable to an ineffective control environment that resulted in ineffective risk assessment, information and communication, and monitoring activities, including an insufficient number of trained resources with appropriate expertise and responsibility for internal control over financial reporting and information technology. The previously identified deficiencies did not result in a material misstatement of our consolidated financial statements; however, management concluded that these deficiencies constituted material weaknesses in internal control over financial reporting as of December 31, 2024.
During 2025, the Company began the execution of a comprehensive remediation program and has made substantial progress on the design and implementation of controls necessary to address the identified material weaknesses, including hiring key highly qualified personnel with deep experience in internal control over financial reporting.
Management continued the execution of this remediation program subsequent to year end and as of the date of this filing:
Management has designed, implemented, and placed into operation key control activities;
Management has remediated user access roles and segregation of duties conflicts within core financial systems;
Management has formalized, documented, and assigned ownership of key financial reporting controls;
A substantial portion key controls have operated for at least one full reporting cycle;
A substantial portion of key controls tested to date have operated effectively with no identified exceptions;
The Company has achieved a disciplined financial close process, including timely execution of account reconciliations, journal entry controls, and management review controls across all significant accounts; and
Financial processes have been integrated into a controlled ERP environment with system-enforced workflows and audit trails.
These actions have significantly enhanced the Company’s control environment and addressed the underlying root causes of the previously identified material weaknesses.
As a smaller reporting company and non-accelerated filer, the Company is not required to obtain, and our independent registered public accounting firm did not perform an audit of internal control over financial reporting as of December 31, 2025.
Changes in Internal Control over Financial Reporting
During the year ended December 31, 2025, the Company implemented significant changes to its internal control over financial reporting as part of its remediation program, including enhancements to GITCs, financial close processes, and system-based controls.
These changes have materially strengthened the Company’s internal control framework and are expected to support the final validation of remediation.
Other than the remediation activities described above, there was no change in our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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