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 9B. Other Information
Adoption or Termination of Insider Trading Arrangements.
On December 17, 2025, Susan Hoxie-Key, adirector of the Company, adopted a stock trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act under which an aggregate of up to 61,297 common shares issued upon vesting of restricted stock units may be sold. The plan is effective beginning on October 8, 2026 and will terminate on the earlier of the date all the shares covered by the plan are sold and October 8, 2028.
On March 31, 2026, the Company and Verdera entered into a Side Letter pursuant to which the Company and Verdera agreed that the qualifying transaction between POCML 7 Inc. and Verdera, which resulted in the resulting issuer, Verdera Energy Corp. (formerly POCML 7 Inc.) becoming listed on the TSX-V, satisfied the Going Public Transaction condition pursuant to the Share Purchase Agreement, subject to survival of certain covenants and representations and warranties related to, among other things, filing a resale registration statement for the Company’s intended distribution of common shares of the resulting issuer to the Company’s shareholders by way of stock dividend or similar distribution.
The Company owns 900,000 common shares (approximately 7.2% of the issued and outstanding shares on a fully diluted basis) of Group 11 Technologies Inc. (“Group 11”), a private mineral exploration company. Shareholders of Group 11, including the Company, entered into a Share Exchange Agreement (the “Exchange Agreement”) with Group 11 and Manhattan Metals Corp. (“Manhattan Metals”) on March 27, 2026, pursuant to which Manhattan Metals purchased each common share of Group 11 in exchange for 1.5 common shares of Manhattan Metals. The Exchange Agreement contains representations and warranties of the parties customary for transactions of this type. The former Executive Chairman and current Chairman Emeritus of the Company and his spouse are directors of Group 11 and Manhattan Minerals and his spouse is president of Group 11 and Manhattan Minerals.
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