SEC Comment Letter 0000000000-24-011684 to enCore Energy Corp. (EU) (CIK 0001500881) (EU)
enCore Energy Corp. (EU) (CIK 0001500881)
Date: Oct. 17, 2024 · CIK: 0001500881 · Accession: 0000000000-24-011684
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File numbers found in text: 001-41489
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October 17, 2024
Shona Wilson
Chief Financial Officer
enCore Energy Corp.
101 N. Shoreline Blvd., Suite 450
Corpus Christi, Texas 78401
Re:enCore Energy Corp.
Form 40-F for Fiscal Year Ended December 31, 2023
Form 6-K filed August 14, 2024
Response dated September 26, 2024
File No. 001-41489
Dear Shona Wilson:
We have reviewed your September 26, 2024 response to our comment letter and have
the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 13, 2024 letter.
Form 40-F for Fiscal Year Ended December 31, 2023
Exhibit 99.1, page 1
1.We note your response to prior comment 1. Our understanding of Section 3.4 of
National Instrument 43-101 is that the disclosure of mineral resources or reserves on a
material property must include the key assumptions, parameters, and methods used to
estimate the mineral resource and mineral reserve. Considering that you base
production decisions on mineral resources please explain why you do not consider the
well field recovery factor to be a key assumption associated with your mineral
resources that should be communicated to investors.
Exhibit 99.2, page 17
We note your response to prior comment 2. Please provide us with additional 2.
October 17, 2024
Page 2
information related to your production schedule including the nameplate production
capacity for each of the three licensed and constructed production facilities in South
Texas and, for future production facilities, the name, date, and respective preliminary
economic analysis for each facility referenced in the schedule.
3.We note your response to prior comment 3. Please tell us the source and date of the
historical estimates and, to the extent known, the key assumptions, parameters, and
methods used to prepare the historical estimates. Tell us if this is required disclosure
under Section 2.4 of National Instrument 43-101.
Exhibit 99.3
Notes to the Consolidated Financial Statements
Note 2. Material accounting policy information
Mineral properties, page F-9
4.We note from your response to prior comment 4 that you have retained reference to
“development” of exploration and evaluation assets. However, it remains unclear to us
how IFRS 6 contemplates capitalization of these costs. Please provide us with
examples of direct and indirect costs you incur to "develop" your exploration and
evaluation assets. Alternatively, you may choose to remove this reference from your
accounting policy description.
Note 10. Mining Properties, page F-25
5.We note from your response to prior comment 6 that “The Company recognizes
depletion expense based on the unit-of-production method, which applies the
depletion rate to the actual amount of uranium extracted during the period relative to
the estimated recoverable reserves within inventory. This disclosure is currently
included in the Company’s Form 40-F for the year-ending December 31, 2023.”
However, we are unable to locate this disclosure. Please tell us the Exhibit and page
number where this disclosure can be found in the Form 40-F for the fiscal year ended
December 31, 2023.
6.We note your response to prior comment 6 states that you apply the units-of-
production method in calculating depletion based on estimated recoverable reserves.
Please address the following points:
•Given that you do not disclose proven and probable reserves, clarify your policy
disclosure to describe "estimated recoverable reserves," explain how they are
determined and how they best represent the useful life of the underlying mineral
property asset.
•To the extent you include inferred resources or exploration potential in your
"estimated recoverable reserve" base, provide the amounts and percentages of
inferred resources and exploration potential included in your calculations as of
June 30, 2024.
•Provide an analysis of the impact that these lower level of resources have on your
depletion expense for the six months ended June 30, 2024 that includes depletion
calculations with and without inferred resources and exploration potential in your
depletion base.
October 17, 2024
Page 3
General
7.We note your responses to prior comments 4, 5, and 6 indicate that the referenced
verbiage will be included in the applicable accounting policy disclosure in future
filings of Form 6-K. Please confirm that such disclosure will also be included in
future filings of your Form 40-F.
Form 6-K filed August 14, 2024
Exhibit 99.2
Notes to Consolidated Financial Statements
Note 14. Segmented information, page 24
8.We note from your response to prior comment 8 that “Even though the Company has
begun production at both our Rosita and Alta Mesa projects in Texas in 2024, the
Company’s Chief Operating Decision Maker (“CODM”) continues to assess the
allocation of resources based on the production of one product, Uranium.” Please
describe in more detail how performance is assessed and how resources are allocated
to the various components of your business specifically addressing resource allocation
between your producing and non-producing components. As part of your response,
provide examples supporting your descriptions, and specifically describe the nature of
decisions made by the CODM as they relate to each of the components.
Please contact Jennifer O'Brien at 202-551-3721 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters.
You may contact John Coleman at 202-551-3610 with questions about engineering
comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation